10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2010

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

COMMISSION FILE NUMBER 001-12307

ZIONS BANCORPORATION

(Exact name of registrant as specified in its charter)

UTAH	87-0227400
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
ONE SOUTH MAIN, 15TH FLOOR SALT LAKE CITY, UTAH	84133
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (801) 524-4787

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  x    No   ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  x    No   ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  x    Accelerated filer  ¨    Non-accelerated filer  ¨    Smaller reporting company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  ¨    No  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock, without par value, outstanding at October 31, 2010 177,957,790 shares

ZIONS BANCORPORATION AND SUBSIDIARIES

INDEX

		Page
PART I.	FINANCIAL INFORMATION
ITEM 1.	Financial Statements (Unaudited)
	Consolidated Balance Sheets		2
	Consolidated Statements of Income		3
	Consolidated Statements of Changes in Shareholders’ Equity and Comprehensive Income		4
	Consolidated Statements of Cash Flows		5
	Notes to Consolidated Financial Statements		6
ITEM  2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		38
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk		77
ITEM 4.	Controls and Procedures		78
PART II.	OTHER INFORMATION
ITEM 1.	Legal Proceedings		78
ITEM 1A.	Risk Factors		78
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds		79
ITEM 6.	Exhibits		79
SIGNATURES			82

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (Unaudited)

ZIONS BANCORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)	September 30, 2010		December 31, 2009		September 30, 2009
	(Unaudited)				(Unaudited)
ASSETS
Cash and due from banks	$	1,060,646	$	1,370,189	$	992,940
Money market investments:
Interest-bearing deposits		4,468,778		652,964		2,234,337
Federal funds sold		67,026		20,985		44,056
Security resell agreements		49,432		57,556		52,539
Investment securities:
Held-to-maturity, at adjusted cost (approximate fair value $783,362, $833,455, and $835,814)		841,573		869,595		877,105
Available-for-sale, at fair value		3,295,864		3,655,619		3,547,092
Trading account, at fair value		42,811		23,543		76,709
		4,180,248		4,548,757		4,500,906
Loans held for sale		217,409		208,567		206,387
Loans:
Loans and leases excluding FDIC-supported loans		36,579,470		38,882,083		39,782,240
FDIC-supported loans		1,089,926		1,444,594		1,607,493
		37,669,396		40,326,677		41,389,733
Less:
Unearned income and fees, net of related costs		120,037		137,697		134,629
Allowance for loan losses		1,529,955		1,531,332		1,432,715
Loans and leases, net of allowance		36,019,404		38,657,648		39,822,389
Other noninterest-bearing investments		858,402		1,099,961		1,061,464
Premises and equipment, net		719,592		710,534		698,225
Goodwill		1,015,161		1,015,161		1,017,385
Core deposit and other intangibles		94,128		113,416		123,551
Other real estate owned		356,923		389,782		413,901
Other assets		1,940,627		2,277,487		2,130,070
	$	51,047,776	$	51,123,007	$	53,298,150
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Noninterest-bearing demand	$	13,264,415	$	12,324,247	$	11,453,247
Interest-bearing:
Savings and NOW		6,394,964		5,843,573		5,392,096
Money market		15,398,157		16,378,874		17,413,735
Time under $100,000		2,037,318		2,497,395		2,784,593
Time $100,000 and over		2,417,779		3,117,472		3,949,684
Foreign		1,447,507		1,679,028		2,014,626
		40,960,140		41,840,589		43,007,981
Securities sold, not yet purchased		41,943		43,404		39,360
Federal funds purchased		367,402		208,669		1,008,181
Security repurchase agreements		371,149		577,346		509,014
Federal Home Loan Bank advances and other borrowings:
One year or less		236,507		121,273		45,411
Over one year		20,239		15,722		18,803
Long-term debt		1,919,156		2,017,220		2,324,020
Reserve for unfunded lending commitments		97,899		116,445		97,225
Other liabilities		538,750		472,082		553,914
Total liabilities		44,553,185		45,412,750		47,603,909
Shareholders’ equity:
Preferred stock, without par value, authorized 4,400,000 shares		1,875,463		1,502,784		1,529,462
Common stock, without par value; authorized 350,000,000 shares; issued and outstanding 177,202,340, 150,425,070, and 136,398,089		4,070,963		3,318,417		3,125,344
Retained earnings		1,017,428		1,324,516		1,502,232
Accumulated other comprehensive income (loss)		(452,553)		(436,899)		(469,112)
Deferred compensation		(15,869)		(16,160)		(15,218)
Controlling interest shareholders’ equity		6,495,432		5,692,658		5,672,708
Noncontrolling interests		(841)		17,599		21,533
Total shareholders’ equity		6,494,591		5,710,257		5,694,241
	$	51,047,776	$	51,123,007	$	53,298,150

See accompanying notes to consolidated financial statements.

2

ZIONS BANCORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands, except per share amounts)	Three Months Ended September 30,				Nine Months Ended September 30,
	2010		2009		2010		2009
Interest income:
Interest and fees on loans	$	543,478	$	586,246	$	1,625,096	$	1,749,688
Interest on loans held for sale		2,223		2,434		6,523		8,272
Lease financing		4,788		5,125		14,168		14,453
Interest on money market investments		3,487		1,195		7,527		6,114
Interest on securities:
Held-to-maturity – taxable		1,000		4,864		9,569		33,139
Held-to-maturity – nontaxable		5,063		5,806		15,687		17,867
Available-for-sale – taxable		19,782		23,460		60,571		72,145
Available-for-sale – nontaxable		1,571		1,830		4,992		5,286
Trading account		542		842		1,674		2,236
Total interest income		581,934		631,802		1,745,807		1,909,200
Interest expense:
Interest on savings and money market deposits		29,900		54,554		100,413		194,056
Interest on time and foreign deposits		16,468		42,780		54,784		158,036
Interest on short-term borrowings		3,566		2,325		10,119		12,006
Interest on long-term borrowings		80,125		59,963		259,970		104,459
Total interest expense		130,059		159,622		425,286		468,557
Net interest income		451,875		472,180		1,320,521		1,440,643
Provision for loan losses		184,668		565,930		678,896		1,626,208
Net interest income after provision for loan losses		267,207		(93,750)		641,625		(185,565)
Noninterest income:
Service charges and fees on deposit accounts		49,733		54,466		153,250		159,087
Other service charges, commissions and fees		41,780		39,227		124,217		117,745
Trust and wealth management income		6,310		8,209		20,940		24,124
Capital markets and foreign exchange		13,154		12,106		32,426		41,621
Dividends and other investment income		8,874		2,597		25,453		13,689
Loan sales and servicing income		8,390		2,359		20,439		15,250
Fair value and nonhedge derivative income (loss)		(21,854)		58,092		(21,218)		82,412
Equity securities gains (losses), net		(1,082)		(1,805)		(5,747)		339
Fixed income securities gains, net		8,428		1,900		10,214		3,539
Impairment losses on investment securities:
Impairment losses on investment securities		(73,082)		(198,378)		(141,209)		(435,509)
Noncredit-related losses on securities not expected to be sold (recognized in other comprehensive income)		49,370		141,863		68,174		254,352
Net impairment losses on investment securities		(23,712)		(56,515)		(73,035)		(181,157)
Valuation losses on securities purchased		–		–		–		(212,092)
Gain on subordinated debt modification		–		–		–		493,725
Gain on subordinated debt exchange		–		–		14,471
Acquisition related gains		–		146,153		–		169,130
Other		20,179		3,951		25,813		10,802
Total noninterest income		110,200		270,740		327,223		738,214
Noninterest expense:
Salaries and employee benefits		207,947		205,433		618,056		612,014
Occupancy, net		29,292		28,556		85,602		83,534
Furniture and equipment		25,591		25,320		76,290		75,189
Other real estate expense		44,256		30,419		119,348		72,510
Credit related expense		17,438		11,793		51,921		28,632
Provision for unfunded lending commitments		1,104		36,537		(18,546)		46,291
Legal and professional services		9,305		9,076		28,168		27,116
Advertising		5,575		4,418		17,721		17,244
FDIC premiums		25,706		19,820		76,354		76,320
Amortization of core deposit and other intangibles		6,296		7,575		19,287		21,539
Other		83,534		55,760		201,324		169,992
Total noninterest expense		456,044		434,707		1,275,525		1,230,381
Impairment loss on goodwill		–		–		–		633,992
Income (loss) before income taxes		(78,637)		(257,717)		(306,677)		(1,311,724)
Income taxes (benefit)		(31,180)		(100,046)		(82,722)		(275,534)
Net income (loss)		(47,457)		(157,671)		(223,955)		(1,036,190)
Net income (loss) applicable to noncontrolling interests		(132)		(2,394)		(3,427)		(4,143)
Net income (loss) applicable to controlling interest		(47,325)		(155,277)		(220,528)		(1,032,047)
Preferred stock dividends		(33,144)		(26,603)		(84,797)		(78,336)
Preferred stock redemption		–		–		3,107		52,418
Net earnings (loss) applicable to common shareholders	$	(80,469)	$	(181,880)	$	(302,218)	$	(1,057,965)
Weighted average common shares outstanding during the period:
Basic shares		172,865		127,581		161,996		119,248
Diluted shares		172,865		127,581		161,996		119,248
Net earnings (loss) per common share:
Basic	$	(0.47)	$	(1.43)	$	(1.87)	$	(8.87)
Diluted		(0.47)		(1.43)		(1.87)		(8.87)

See accompanying notes to consolidated financial statements.

3

ZIONS BANCORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME

(Unaudited)

(In thousands, except per	Preferred stock		Common stock				Retained		Accumulated other comprehensive		Deferred		Noncontrolling		Total shareholders’
share amounts)			Shares		Amount		earnings		income (loss)		compensation		interests		equity
Balance, December 31, 2009	$	1,502,784		150,425,070	$	3,318,417	$	1,324,516	$	(436,899)	$	(16,160)	$	17,599	$	5,710,257
Comprehensive loss:
Net loss for the period								(220,528)						(3,427)		(223,955)
Other comprehensive income (loss), net of tax:
Net realized and unrealized holding gains on investments										15,682
Reclassification for net losses on investments included in earnings										38,601
Noncredit-related impairment losses on securities not expected to be sold										(42,103)
Accretion of securities with noncredit-related impairment losses not expected to be sold										101
Net unrealized losses on derivative instruments										(27,872)
Pension and postretirement										(63)
Other comprehensive income										(15,654)						(15,654)
Total comprehensive loss																(239,609)
Subordinated debt converted to preferred stock		223,760				(31,843)										191,917
Issuance of preferred stock		142,500				(3,843)										138,657
Preferred stock exchanged for common stock		(8,615)		224,903		5,508		3,107								–
Issuance of common stock warrants						214,667										214,667
Subordinated debt exchanged for common stock				2,165,391		46,902										46,902
Issuance of common stock				23,973,957		507,201										507,201
Net activity under employee plans and related tax benefits				413,019		13,954										13,954
Dividends on preferred stock		15,034						(84,797)								(69,763)
Dividends on common stock, $0.03 per share								(4,870)								(4,870)
Change in deferred compensation												291				291
Other changes in noncontrolling interests														(15,013)		(15,013)
Balance, September 30, 2010	$	1,875,463		177,202,340	$	4,070,963	$	1,017,428	$	(452,553)	$	(15,869)	$	(841)	$	6,494,591
Balance, December 31, 2008	$	1,581,834		115,344,813	$	2,599,916	$	2,433,363	$	(98,958)	$	(14,459)	$	27,320	$	6,529,016
Cumulative effect of change in accounting principle, adoption of new OTTI guidance under ASC 320								137,462		(137,462)						–
Comprehensive loss:
Net loss for the period								(1,032,047)						(4,143)		(1,036,190)
Other comprehensive income (loss), net of tax:
Net realized and unrealized holding losses on investments and retained interests										(82,003)
Reclassification for net losses on investments included in earnings										96,545
Noncredit-related impairment losses on securities not expected to be sold										(152,531)
Accretion of securities with noncredit-related impairment losses not expected to be sold										963
Net unrealized losses on derivative instruments										(95,666)
Other comprehensive loss										(232,692)						(232,692)
Total comprehensive loss																(1,268,882)
Preferred stock redemption		(100,511)				1,763		52,266								(46,482)
Subordinated debt converted to preferred stock		32,497				(4,740)										27,757
Issuance of common stock				20,503,925		311,259										311,259
Subordinated debt modification						201,154										201,154
Net activity under employee plans and related tax benefits				549,351		15,992										15,992
Dividends on preferred stock		15,642						(78,336)								(62,694)
Dividends on common stock, $0.09 per share								(10,476)								(10,476)
Change in deferred compensation												(759)				(759)
Other changes in noncontrolling interests														(1,644)		(1,644)
Balance, September 30, 2009	$	1,529,462		136,398,089	$	3,125,344	$	1,502,232	$	(469,112)	$	(15,218)	$	21,533	$	5,694,241

Total comprehensive loss for the three months ended September 30, 2010 and 2009 was $(66,990) and $(258,619), respectively.

See accompanying notes to consolidated financial statements.

4

ZIONS BANCORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2010		2009		2010		2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss for the period	$	(47,457)	$	(157,671)	$	(223,955)	$	(1,036,190)
Adjustments to reconcile net loss to net cash provided by operating activities:
Impairment and valuation losses on investment securities and goodwill		23,712		56,515		73,035		1,027,241
Gains on subordinated debt modification and exchange		–		–		(14,471)		(493,725)
Gains related to sale of subsidiary assets and acquisitions		(13,864)		(146,153)		(13,864)		(169,130)
Provision for credit losses		185,772		602,467		660,350		1,672,499
Depreciation and amortization		65,488		87,850		208,004		160,967
Deferred income tax benefit		(21,039)		(50,470)		(72,997)		(149,653)
Net decrease (increase) in trading securities		42,896		1,899		(19,268)		(34,645)
Net decrease (increase) in loans held for sale		(23,475)		50,066		(12,736)		(1,207)
Net write-down of and losses from sales of other real estate owned		47,038		67,187		112,296		116,475
Change in accrued expenses and other liabilities		37,235		(104,118)		375,930		(265,786)
Change in other assets		100,464		323,262		91,610		423,654
Other, net		(24,142)		16,894		(32,749)		11,557
Net cash provided by operating activities		372,628		747,728		1,131,185		1,262,057
CASH FLOWS FROM INVESTING ACTIVITIES:
Net decrease (increase) in short term investments		380,309		(877,777)		(3,853,731)		375,680
Proceeds from maturities and paydowns of investment securities held-to-maturity		36,328		75,494		121,034		130,397
Purchases of investment securities held-to-maturity		(24,907)		(14,041)		(55,293)		(45,830)
Proceeds from sales, maturities, and paydowns of investment securities available-for-sale		279,045		288,560		841,212		1,049,925
Purchases of investment securities available-for-sale		(202,836)		(74,882)		(538,720)		(1,530,131)
Proceeds from sales of loans and leases		40,794		22,995		133,154		72,886
Loan and lease collections, net of originations		67,770		95,604		1,357,349		463,678
Proceeds from surrender of bank-owned life insurance contracts		34,164		–		209,796		–
Net decrease (increase) in other noninterest-bearing investments		15,309		(2,189)		28,863		10,908
Net purchases of premises and equipment		(25,636)		(12,962)		(58,223)		(65,909)
Proceeds from sales of other real estate owned		131,558		70,007		369,435		167,619
Net cash received from sale of subsidiary assets and from acquisitions		21,149		305,464		21,149		452,415
Net cash provided by (used in) investing activities		753,047		(123,727)		(1,423,975)		1,081,638
CASH FLOWS FROM FINANCING ACTIVITIES:
Net decrease in deposits		(1,053,713)		(1,065,061)		(878,108)		(989,336)
Net change in short-term funds borrowed		(175,146)		(360,996)		66,276		(2,592,618)
Proceeds from issuance of long-term borrowings		22,947		405,724		85,413		697,042
Repayments of long-term borrowings		(7,999)		(148)		(73,435)		(109,747)
Cash paid for preferred stock redemption		–		(152)		–		(46,482)
Proceeds from the issuance of preferred stock, common stock, and common stock warrants		110,041		187,518		860,763		311,259
Dividends paid on common and preferred stock		(29,772)		(22,626)		(74,633)		(73,170)
Other, net		(142)		(4,525)		(3,029)		(23,679)
Net cash used in financing activities		(1,133,784)		(860,266)		(16,753)		(2,826,731)
Net decrease in cash and due from banks		(8,109)		(236,265)		(309,543)		(483,036)
Cash and due from banks at beginning of period		1,068,755		1,229,205		1,370,189		1,475,976
Cash and due from banks at end of period	$	1,060,646	$	992,940	$	1,060,646	$	992,940
Cash paid for interest	$	92,587	$	139,077	$	284,912	$	462,846
Net cash paid (refund received) for income taxes		(220)		90		(324,792)		(29,924)

See accompanying notes to consolidated financial statements.

5

ZIONS BANCORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

September 30, 2010

1. BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of Zions Bancorporation (“the Parent”) and its majority-owned subsidiaries (collectively “the Company,” “Zions,” “we,” “our,” “us”) have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Certain prior period amounts have been reclassified to conform to the current period presentation.

Operating results for the three- and nine-month periods ended September 30, 2010 are not necessarily indicative of the results that may be expected in future periods. The consolidated balance sheet at December 31, 2009 is from the audited financial statements at that date, but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s 2009 Annual Report on Form 10-K.

The Company provides a full range of banking and related services through banking subsidiaries in ten Western and Southwestern states as follows: Zions First National Bank (“Zions Bank”), in Utah and Idaho; California Bank & Trust (“CB&T”); Amegy Corporation (“Amegy”) and its subsidiary, Amegy Bank, in Texas; National Bank of Arizona (“NBA”); Nevada State Bank (“NSB”); Vectra Bank Colorado (“Vectra”), in Colorado and New Mexico; The Commerce Bank of Washington (“TCBW”); and The Commerce Bank of Oregon (“TCBO”). The Company also owns and operates certain nonbank subsidiaries that engage in wealth management services and other activities. See Note 3.

2. CERTAIN RECENT ACCOUNTING PRONOUNCEMENTS

On July 21, 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-20, Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses. This new accounting guidance under Accounting Standards Codification (“ASC”) 310, Receivables, requires disclosure of more information about the credit quality of an entity’s financing receivables and the allowance for credit losses. Disclosures must be disaggregated by class or portfolio segment and include, among other things, such items as a rollforward of the allowance for credit losses, certain credit quality indicators, past due and impaired loan information, and loan modification information. Except for the allowance rollforward and loan modification information, the new requirements will become effective for interim and annual reporting periods beginning with year-end December 31, 2010. Disclosure of the allowance rollforward and loan modification information will be required for the first quarter of 2011. The new guidance only relates to financial statement disclosures and will not affect the Company’s financial condition or results of operations.

6

ZIONS BANCORPORATION AND SUBSIDIARIES

On April 29, 2010, the FASB issued ASU No. 2010-18, Receivables, Effect of a Loan Modification When the Loan Is Part of a Pool That Is Accounted for as a Single Asset. This ASU clarifies that modifications of loans accounted for within a pool under ASC 310-30, Receivables – Loans and Debt Securities Acquired with Deteriorated Credit Quality, would not result in the removal of those loans from the pool even if the modification of those loans would otherwise be considered a troubled debt restructuring. Loans may be removed from the pool as a result of sale, foreclosure, or other events. This new guidance takes effect for the first interim or annual period ending after July 15, 2010, with early adoption permitted. We adopted this new guidance for the third quarter of 2010. The adoption did not significantly impact our accounting for purchased loans.

Effective January 1, 2010, we adopted ASU No. 2009-17, Amendments to FASB Interpretation No. 46(R), (formerly Statement of Financial Accounting Standards (“SFAS”) No. 167). This new accounting guidance under ASC 810, Consolidation, requires that a continuous analysis be performed on a qualitative rather than a quantitative basis to determine the primary beneficiary of a variable interest entity (“VIE”). The new rules amend previous guidance to determine whether an entity is a VIE and require enhanced disclosures about our involvement with a VIE. Upon adoption, we reconsidered our consolidation conclusions for all entities with which we are involved and concluded that there was no significant impact on the Company’s financial statements.

Effective January 1, 2010, we adopted ASU No. 2009-16, Accounting for Transfers of Financial Assets, an amendment of FASB Statement No. 140, (formerly SFAS No. 166). This new accounting guidance under ASC 860, Transfers and Servicing, modifies the accounting for transfers of financial assets and removes the concept of a qualifying special-purpose entity (“QSPE”). In 2009, we dissolved Lockhart Funding LLC (“Lockhart”), a QSPE funded with commercial paper, and our remaining activities related to transfers of financial assets were not significant as of January 1, 2010. Accordingly, the adoption of this new guidance did not have a significant impact on the Company’s financial statements.

Additional accounting guidance recently adopted is discussed where applicable in the Notes to Consolidated Financial Statements.

3. SALE OF SUBSIDIARY ASSETS

On September 3, 2010, the Company sold substantially all of the assets of its wholly-owned subsidiary, NetDeposit, to BServ, Inc. (dba BankServ), a privately-owned company. Both companies specialize in remote deposit capture and electronic payment technologies. The Company recognized a pretax gain on the sale of approximately $13.9 million, which was included in other noninterest income.

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ZIONS BANCORPORATION AND SUBSIDIARIES

4. SUPPLEMENTAL CASH FLOW INFORMATION

Noncash activities are summarized as follows (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2010		2009		2010		2009
Amortized cost of investment securities held-to-maturity transferred to investment securities available-for-sale	$	–	$	–	$	–	$	1,058,159
Loans transferred to other real estate owned		139,374		158,603		480,066		391,929
Beneficial conversion feature of modified subordinated debt recorded in common stock		–		–		–		201,154
Subordinated debt exchanged for common stock		–		–		46,902		–
Subordinated debt converted to preferred stock		54,259		27,757		191,917		27,757
Acquisitions:
Assets acquired		–		1,611,693		–		2,981,279
Liabilities assumed		–		1,553,040		–		2,929,448

5. INVESTMENT SECURITIES

Investment securities are summarized as follows (in thousands):

	September 30, 2010
			Recognized in OCI 1						Not recognized in OCI 1
	Amortized cost		Gross unrealized gains		Gross unrealized losses		Carrying value		Gross unrealized gains		Gross unrealized losses		Estimated  fair value
Held-to-maturity
Municipal securities	$	576,984	$	–	$	–	$	576,984	$	10,953	$	1,593	$	586,344
Asset-backed securities:
Trust preferred securities – banks and insurance		264,693		–		25,152		239,541		588		60,606		179,523
Other		29,301		–		4,353		24,948		619		8,172		17,395
Other debt securities		100		–		–		100		–		–		100
	$	871,078	$	–	$	29,505	$	841,573	$	12,160	$	70,371	$	783,362
Available-for-sale
U.S. Treasury securities	$	48,711	$	375	$	–	$	49,086					$	49,086
U.S. Government agencies and corporations:														–
Agency securities		202,758		6,052		113		208,697						208,697
Agency guaranteed mortgage-backed securities		340,689		14,746		146		355,289						355,289
Small Business Administration loan-backed securities		844,545		5,965		8,013		842,497						842,497
Municipal securities		178,077		4,727		89		182,715						182,715
Asset-backed securities:
Trust preferred securities – banks and insurance		1,953,739		53,179		741,317		1,265,601						1,265,601
Trust preferred securities – real estate investment trusts		50,085		–		30,950		19,135						19,135
Auction rate securities		134,072		1,241		652		134,661						134,661
Other		108,349		1,383		26,994		82,738						82,738
		3,861,025		87,668		808,274		3,140,419						3,140,419
Other securities:
Mutual funds and stock		155,305		140		–		155,445						155,445
	$	4,016,330	$	87,808	$	808,274	$	3,295,864					$	3,295,864

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ZIONS BANCORPORATION AND SUBSIDIARIES

	September 30, 2009
			Recognized in OCI  1						Not recognized in OCI 1
	Amortized cost		Gross unrealized gains		Gross unrealized losses		Carrying value		Gross unrealized gains		Gross unrealized losses		Estimated  fair value
Held-to-maturity
Municipal securities	$	610,661	$	–	$	–	$	610,661	$	9,452	$	4,535	$	615,578
Asset-backed securities:
Trust preferred securities – banks and insurance		265,293		–		25,564		239,729		5		37,527		202,207
Other		32,304		–		5,689		26,615		546		9,230		17,931
Other debt securities		100		–		–		100		–		2		98
	$	908,358	$	–	$	31,253	$	877,105	$	10,003	$	51,294	$	835,814
Available-for-sale
U.S. Treasury securities	$	40,631	$	645	$	–	$	41,276					$	41,276
U.S. Government agencies and corporations:
Agency securities		243,371		6,195		189		249,377						249,377
Agency guaranteed mortgage-backed securities		386,417		12,143		214		398,346						398,346
Small Business Administration loan-backed securities		799,313		2,614		21,473		780,454						780,454
Municipal securities		241,214		5,644		658		246,200						246,200
Asset-backed securities:
Trust preferred securities – banks and insurance		2,133,893		41,633		784,219		1,391,307						1,391,307
Trust preferred securities – real estate investment trusts		67,566		–		40,465		27,101						27,101
Auction rate securities		165,106		1,274		2,116		164,264						164,264
Other		146,518		2,006		54,538		93,986						93,986
		4,224,029		72,154		903,872		3,392,311						3,392,311
Other securities:
Mutual funds and stock		154,770		11		–		154,781						154,781
	$	4,378,799	$	72,165	$	903,872	$	3,547,092					$	3,547,092

¹ Other comprehensive income

During the first two quarters of 2009, we reassessed the classification of certain asset-backed and trust preferred collateralized debt obligation (“CDO”) securities as part of our ongoing review of the investment securities portfolio. We reclassified approximately $596 million at fair value of held-to-maturity (“HTM”) securities to available-for-sale (“AFS”). Unrealized losses added to OCI at the time of these transfers were $130.4 million. The reclassifications were made subsequent to ratings downgrades, as permitted under ASC 320, Investments – Debt and Equity Securities. No gain or loss was recognized in the statement of income at the time of reclassification.

The amortized cost and estimated fair value of investment debt securities are shown subsequently as of September 30, 2010 by expected maturity distribution for asset-backed securities and by contractual maturity distribution for other debt securities. Actual maturities may differ from expected or contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties (in thousands):

	Held-to-maturity				Available-for-sale
	Amortized cost		Estimated fair value		Amortized cost		Estimated fair value
Due in one year or less	$	64,315	$	65,087	$	357,285	$	349,824
Due after one year through five years		217,101		218,377		821,946		788,892
Due after five years through ten years		204,229		185,345		820,345		694,681
Due after ten years		385,433		314,553		1,861,449		1,307,022
	$	871,078	$	783,362	$	3,861,025	$	3,140,419

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ZIONS BANCORPORATION AND SUBSIDIARIES

The following is a summary of the amount of gross unrealized losses for debt securities and the estimated fair value by length of time the securities have been in an unrealized loss position (in thousands):

	September 30, 2010
	Less than 12 months				12 months or more				Total
	Gross unrealized losses		Estimated fair  value		Gross unrealized losses		Estimated fair value		Gross unrealized losses		Estimated fair value
Held-to-maturity
Municipal securities	$	51	$	2,555	$	1,542	$	26,187	$	1,593	$	28,742
Asset-backed securities:
Trust preferred securities – banks and insurance		–		–		85,758		179,524		85,758		179,524
Other		–		–		12,525		17,395		12,525		17,395
	$	51	$	2,555	$	99,825	$	223,106	$	99,876	$	225,661
Available-for-sale
U.S. Government agencies and corporations:
Agency securities	$	86	$	10,181	$	27	$	980	$	113	$	11,161
Agency guaranteed mortgage-backed securities		146		14,194		–		–		146		14,194
Small Business Administration loan-backed securities		1,338		109,324		6,675		392,242		8,013		501,566
Municipal securities		63		6,104		26		3,372		89		9,476
Asset-backed securities:
Trust preferred securities – banks and insurance		1,099		13,957		740,218		866,668		741,317		880,625
Trust preferred securities – real estate investment trusts		–		–		30,950		19,135		30,950		19,135
Auction rate securities		272		21,519		380		10,686		652		32,205
Other		–		–		26,994		70,679		26,994		70,679
	$	3,004	$	175,279	$	805,270	$	1,363,762	$	808,274	$	1,539,041

	September 30, 2009
	Less than 12 months				12 months or more				Total
	Gross unrealized losses		Estimated fair value		Gross unrealized losses		Estimated fair value		Gross unrealized losses		Estimated fair value
Held-to-maturity
Municipal securities	$	406	$	24,261	$	4,129	$	24,973	$	4,535	$	49,234
Asset-backed securities:
Trust preferred securities – banks and insurance		104		449		62,987		201,757		63,091		202,206
Other		421		2,719		14,498		15,212		14,919		17,931
Other debt securities		2		98		–		–		2		98
	$	933	$	27,527	$	81,614	$	241,942	$	82,547	$	269,469
Available-for-sale
U.S. Government agencies and corporations:
Agency securities	$	18	$	4,012	$	171	$	3,563	$	189	$	7,575
Agency guaranteed mortgage-backed securities		206		28,993		8		874		214		29,867
Small Business Administration loan-backed securities		1,595		129,603		19,878		468,249		21,473		597,852
Municipal securities		644		32,115		14		777		658		32,892
Asset-backed securities:
Trust preferred securities – banks and insurance		6,094		71,656		778,125		941,215		784,219		1,012,871
Trust preferred securities – real estate investment trusts		31,923		18,265		8,542		8,836		40,465		27,101
Auction rate securities		2,116		150,519		–		–		2,116		150,519
Other		2,182		8,110		52,356		65,065		54,538		73,175
	$	44,778	$	443,273	$	859,094	$	1,488,579	$	903,872	$	1,931,852

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ZIONS BANCORPORATION AND SUBSIDIARIES

We conduct a formal review of investment securities on a quarterly basis under ASC 320 for the presence of other-than-temporary impairment (“OTTI”). We assess whether OTTI is present when the fair value of a debt security is less than its amortized cost basis at the balance sheet date. Under these circumstances, OTTI is considered to have occurred if (1) we intend to sell the security; (2) it is “more likely than not” we will be required to sell the security before recovery of its amortized cost basis; or (3) the present value of expected cash flows is not sufficient to recover the entire amortized cost basis. Our 2009 Annual Report on Form 10-K describes our OTTI evaluation process. The following discussion only includes those security types with significant gross unrealized losses. Our conclusions from this OTTI evaluation are presented below:

Asset-backed securities

Trust preferred securities – banks and insurance: These CDO securities are variable rate pools of trust preferred securities related to banks and insurance companies. They are rated by one or more Nationally Recognized Statistical Rating Organizations (“NRSROs”), which are rating agencies registered with the SEC. They were purchased generally at par. Unrealized losses were caused mainly by the following factors: (1) collateral deterioration due to bank failures and credit concerns across the banking sector; (2) widening of credit spreads for asset-backed securities; and (3) general illiquidity in the market for CDOs. Our ongoing review of these securities in accordance with the policy in our 2009 Annual Report on Form 10-K determined that OTTI should be recorded on certain of these securities.

Trust preferred securities – real estate investment trusts (“REITs”): These CDO securities are variable rate pools of trust preferred securities primarily related to REITs, and are rated by one or more NRSROs. They were purchased generally at par. Unrealized losses were caused mainly by severe deterioration in mortgage REITs and homebuilder credit in addition to the same factors previously discussed for banks and insurance CDOs. Our ongoing review of these securities in accordance with the policy in our 2009 Annual Report on Form 10-K determined that OTTI should be recorded on certain of these securities.

Other asset-backed securities: The majority of these CDO securities were purchased from Lockhart at their carrying values and were adjusted to fair value. These adjustments to fair value were included in valuation losses on securities purchased in 2009. Certain of these CDOs consist of structured asset-backed CDOs (“ABS CDOs”) (also known as diversified structured finance CDOs). Our ongoing review of these securities in accordance with the policy in our 2009 Annual Report on Form 10-K determined that OTTI should be recorded on certain of these securities.

U.S. Government agencies and corporations

Small Business Administration (“SBA”) loan-backed securities: These securities were generally purchased at premiums with maturities from five to 25 years and have principal cash flows guaranteed by the SBA. Because the decline in fair value is not attributable to credit quality, we believe that no OTTI exists for these securities at September 30, 2010.

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ZIONS BANCORPORATION AND SUBSIDIARIES

The following is a tabular rollforward of the total amount of credit-related OTTI, including amounts recognized in current period earnings (in thousands):

	Three Months Ended September 30, 2010						Nine Months Ended September 30, 2010
	HTM		AFS		Total		HTM		AFS		Total
Balance of credit-related OTTI at beginning of period	$	(5,357)	$	(318,423)	$	(323,780)	$	(5,206)	$	(269,251)	$	(274,457)
Additions recognized in earnings during the period:
Credit-related OTTI not previously recognized 1		–		(3,033)		(3,033)		–		(3,358)		(3,358)
Credit-related OTTI previously recognized when there is no intent to sell and no requirement to sell before recovery of amortized cost basis 2		–		(20,679)		(20,679)		(151)		(69,526)		(69,677)
Subtotal of amounts recognized in earnings		–		(23,712)		(23,712)		(151)		(72,884)		(73,035)
Reductions for securities sold during the period						–						–
Balance of credit-related OTTI at end of period	$	(5,357)	$	(342,135)	$	(347,492)	$	(5,357)	$	(342,135)	$	(347,492)

	Three Months Ended September 30, 2009						Nine Months Ended September 30, 2009
	HTM		AFS		Total		HTM		AFS		Total
Balance of credit-related OTTI at beginning of period	$	(3,667)	$	(127,830)	$	(131,497)	$	(50,458)	$	(51,641)	$	(102,099)
Additions recognized in earnings during the period:
Credit-related OTTI not previously recognized 1		–		(38,756)		(38,756)		(15,222)		(53,326)		(68,548)
Credit-related OTTI previously recognized when there is no intent to sell and no requirement to sell before recovery of amortized cost basis 2		–		(17,759)		(17,759)		(3,290)		(109,319)		(112,609)
Subtotal of amounts recognized in earnings		–		(56,515)		(56,515)		(18,512)		(162,645)		(181,157)
Transfers of securities from HTM to AFS		–		–		–		65,303		(65,303)		–
Reductions for securities sold during the period		–		–		–		–		95,244		95,244
Balance of credit-related OTTI at end of period	$	(3,667)	$	(184,345)	$	(188,012)	$	(3,667)	$	(184,345)	$	(188,012)

¹ Relates to securities not previously impaired.

² Relates to additional impairment on securities previously impaired.

To determine the credit component of OTTI for all security types, we utilize projected cash flows as the best estimate of fair value. These cash flows are credit adjusted using, among other things, assumptions for default probability assigned to each portion of performing collateral. The credit adjusted cash flows are discounted at a security specific coupon rate to identify any OTTI, and then at a market rate for valuation purposes.

Noncredit-related OTTI on securities not expected to be sold, and for which it is not more likely than not that we will be required to sell the securities before recovery of their amortized cost basis, was recognized in OCI as follows (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2010		2009		2010		2009 1
Noncredit-related OTTI, pretax:
HTM	$	–	$	–	$	–	$	(395	)
AFS		49,370		141,863		68,174		254,747
Total	$	49,370	$	141,863	$	68,174	$	254,352
Total noncredit-related OTTI, after-tax	$	30,491	$	84,748	$	42,103	$	152,531

¹ Includes the transfer of $76.7 million of OTTI when we reclassified HTM securities to AFS.

As of January 1, 2009, we reclassified to OCI $137.5 million after-tax as a cumulative effect adjustment for the noncredit-related portion of OTTI losses previously recognized in earnings.

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ZIONS BANCORPORATION AND SUBSIDIARIES

At September 30, 2010 and 2009, respectively, 53 and 116 HTM and 543 and 764 AFS investment securities were in an unrealized loss position.

The following summarizes gains and losses, including OTTI, that were recognized in the statement of income (in thousands):

	Three Months Ended								Nine Months Ended
	September 30, 2010				September 30, 2009				September 30, 2010					September 30, 2009
	Gross gains		Gross losses		Gross gains		Gross losses		Gross gains		Gross losses			Gross gains		Gross losses
Investment securities:
Held-to-maturity	$	–	$	–	$	–	$	–	$	–	$	151	1	$	–	$	1,762
Available-for-sale		8,427		23,711		1,946		56,560		10,241		72,911			6,703		391,546
Other noninterest-bearing investments:
Securities held by consolidated SBICs		751		2,223		–		3,100		4,825		10,964			434		4,506
Other		390		–		1,294		–		392		–			1,306		–
		9,568		25,934		3,240		59,660		15,458		84,026			8,443		397,814
Net losses			$	(16,366)			$	(56,420)			$	(68,568)				$	(389,371)
Statement of income information:
Net impairment losses on investment securities			$	(23,712)			$	(56,515)			$	(73,035)				$	(181,157)
Valuation losses on securities purchased				–				–				–					(212,092)
				(23,712)				(56,515)				(73,035)					(393,249)
Equity securities gains (losses), net				(1,082)				(1,805)				(5,747)					339
Fixed income securities gains, net				8,428				1,900				10,214					3,539
Net losses			$	(16,366)			$	(56,420)			$	(68,568)				$	(389,371)

¹ Represents the amount of OTTI reclassified to the gross losses for AFS securities, as a result of the previously discussed transfer of HTM securities to AFS.

Gains and losses on the sale of securities are recognized using the specific identification method and recorded in noninterest income.

Valuation losses on securities purchased of $212.1 million during the nine months ended September 30, 2009 included $187.9 million from the purchase of securities by Zions Bank from Lockhart due to rating downgrades prior to fully consolidating Lockhart in June 2009. Also included in the valuation losses were $24.2 million when we voluntarily purchased auction rate securities previously sold to customers by certain Company subsidiaries.

Securities with a carrying value of $1.6 billion at September 30, 2010 and $1.8 billion at December 31, 2009 were pledged to secure public and trust deposits, advances, and for other purposes as required by law. Securities are also pledged as collateral for security repurchase agreements.

6. PURCHASED LOANS

We purchase loans in the ordinary course of business and account for them and the related interest income in accordance with ASC 310-20, Nonrefundable Fees and Other Costs, or ASC 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality, as appropriate. Interest income is recognized based on contractual cash flows under ASC 310-20 and on expected cash flows under ASC 310-30.

During 2009, CB&T and NSB acquired failed banks from the Federal Deposit Insurance Corporation (“FDIC”) as receiver and entered into loss sharing agreements with the FDIC for the acquired loans and foreclosed assets. The FDIC assumes 80% of credit losses up to a threshold specified for each acquisition and 95% above the threshold for a period of up to ten years. The loans acquired from the FDIC are presented separately in the Company’s balance sheet as “FDIC-supported loans.”

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ZIONS BANCORPORATION AND SUBSIDIARIES

Upon acquisition, in accordance with applicable accounting guidance, the acquired loans were recorded at their fair value without a corresponding allowance for loan losses. The acquired foreclosed assets and subsequent real estate foreclosures were included with other real estate owned in the balance sheet and amounted to $52.4 million at September 30, 2010, $54.1 million at December 31, 2009, and $54.7 million at September 30, 2009.

Acquired loans which have evidence of credit deterioration and for which it is probable that not all contractual payments will be collected are accounted for as loans under ASC 310-30. Certain acquired loans (including loans with revolving privileges) without evidence of credit deterioration are accounted for under ASC 310-20 and excluded from the following tables.

The outstanding balances of all contractually required payments and the related carrying amounts for loans under ASC 310-30 are as follows (in thousands):

	September 30,		December 31,		September 30,
	2010		2009		2009
Commercial lending	$	444,130		605,399	$	666,199
Commercial real estate		852,693		1,176,313		1,216,948
Consumer		85,578		114,678		110,943
Outstanding balance	$	1,382,401	$	1,896,390	$	1,994,090
Carrying amount	$	980,937	$	1,304,251	$	1,454,462
Allowance for loan losses 1		43,503		–		–
Carrying amount, net	$	937,434	$	1,304,251	$	1,454,462

¹ The allowance for loan losses was determined subsequent to acquisition and was considered for all of the periods presented. See discussion that follows regarding the “gross” presentation of this allowance amount, which is included in the overall allowance for loan losses on the balance sheet, and the amount recoverable under the FDIC loss sharing agreements, which is included in other assets.

At the time of acquisition, we determine the excess of the loan’s contractually required payments over all cash flows expected to be collected as an amount that should not be accreted (nonaccretable difference). Of the remaining amount, the portion representing the excess of the loan’s expected cash flows over our initial investment (accretable yield), is accreted into interest income on a level yield basis over the remaining expected life of the loan or pool of loans. The effects of estimated prepayments are considered in estimating the expected cash flows.

Over the life of the loan or pool, we continue to estimate cash flows expected to be collected. We evaluate at the balance sheet date whether the estimated present value of these loans using the effective interest rates has decreased and if so, we record a provision for loan losses. The present value of any subsequent increase in the loan’s actual or expected cash flows is used first to reverse any existing allowance for loan losses. Such reversal did not occur for the periods presented herein. For any remaining increases in cash flows expected to be collected, we increase the amount of accretable yield on a prospective basis over the remaining life of the loan and recognize such increase in interest income. Additionally, when changes in expected cash flows occur, to the extent applicable, we adjust the amount recoverable from the FDIC (also referred to as the FDIC indemnification asset) through a charge or credit (depending on whether there was an increase or decrease in expected cash flows) to other noninterest expense.

14

ZIONS BANCORPORATION AND SUBSIDIARIES

Certain acquired loans within the scope of ASC 310-30 are not accounted for as previously described because the estimation of cash flows to be collected involves a high degree of uncertainty. As allowed under ASC 310-30 in these circumstances, interest income is recognized on a cash basis similar to the cost recovery methodology used for nonaccrual loans. Amounts for these loans are included in the carrying amounts in the preceding table. At September 30, 2010, the net carrying amount of these loans was approximately $103.4 million.

Changes in the accretable yield are as follows (in thousands):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
Balance at beginning of period	$	252,228		$	81,174		$	161,976		$	–
Additions		–			110,768			–			201,935
Accretion		(24,759	)		(20,359	)		(67,854	)		(35,291	)
Reclassification from nonaccretable difference		12,731			–			140,987			–
Disposals and other		2,682			9,241			7,773			14,180
Balance at end of period	$	242,882		$	180,824		$	242,882		$	180,824

During the three and nine months ended September 30, 2010, we increased the allowance for loan losses for all FDIC-acquired loans by a charge to the provision for loan losses of $27.9 million and $56.7 million, respectively. As described subsequently and in accordance with the loss sharing agreements, a portion of these amounts are recoverable from the FDIC and comprise the FDIC indemnification asset. Charge-offs, net of recoveries, for the three and nine months ended September 30, 2010 were $7.1 million and $10.2 million, respectively. No provision or charge-offs were applicable in 2009.

Changes in the FDIC indemnification asset for 2010 are as follows (in thousands):

	September 30, 2010
	Three months ended			Nine months ended
Balance at beginning of period	$	243,824		$	293,308
Amounts filed with the FDIC and collected or in process		(17,780	)		(78,919	)
Net change in asset balance due to reestimation of projected cash flows		7,586			20,930
Other		–			(1,689	)
Balance at end of period	$	233,630		$	233,630

The balance of the FDIC indemnification asset was $293.3 million at December 31, 2009 and $363.2 million at September 30, 2009. The amount was initially recorded at fair value using projected cash flows based on credit adjustments for each loan type and the loss sharing reimbursement of 80% or 95%, as appropriate. The timing of the cash flows was adjusted to reflect management’s expectations to receive the FDIC reimbursements within the estimated loss period. Discount rates were based on U.S. Treasury rates or the AAA composite yield on investment grade bonds of similar maturity. The amount is adjusted as actual loss experience is developed and estimated losses covered under the loss sharing agreements are updated. Estimated loan losses, if any, in excess of the amounts recoverable are reflected as period expenses through the provision for loan losses.

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Subsequent to the acquisitions, the allowance for loan losses for FDIC-supported loans is determined without giving consideration to the amounts recoverable under the loss sharing agreements (since the loss sharing agreements are separately accounted for and thus presented “gross” on the balance sheet).

7. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

We record all derivatives on the balance sheet at fair value in accordance with ASC 815, Derivatives and Hedging. Note 11 discusses the determination of fair value for derivatives, except for the Company’s total return swap which is discussed subsequently. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and the resulting designation. Derivatives used to hedge the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives used to hedge the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives used to manage the exposure to credit risk, which can include total return swaps, are considered credit derivatives. When put in place after purchase of the asset(s) to be protected, these derivatives generally may not be designated as accounting hedges. See discussion following regarding the total return swap.

For derivatives designated as fair value hedges, changes in the fair value of the derivative are recognized in earnings together with changes in the fair value of the related hedged item. The net amount, if any, representing hedge ineffectiveness, is reflected in earnings. In previous periods, we used fair value hedges to manage interest rate exposure to certain long-term debt. During the first quarter of 2009, we terminated all fair value hedges and are amortizing their remaining balances into earnings, as discussed subsequently.

For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of the derivative are recorded in OCI and recognized in earnings when the hedged transaction affects earnings. The ineffective portion of changes in the fair value of cash flow hedges is recognized directly in earnings.

No derivatives have been designated for hedges of investments in foreign operations.

We assess the effectiveness of each hedging relationship by comparing the changes in fair value or cash flows on the derivative hedging instrument with the changes in fair value or cash flows on the designated hedged item or transaction. For derivatives not designated as accounting hedges, changes in fair value are recognized in earnings.

Our objective in using derivatives is to add stability to interest income or expense, to modify the duration of specific assets or liabilities as we consider advisable, to manage exposure to interest rate movements or other identified risks, and to directly offset derivatives sold to our customers. To accomplish this objective, we use interest rate swaps and floors as part of our cash flow hedging strategy. These derivatives are used to hedge the variable cash flows associated with designated commercial loans.

Exposure to credit risk arises from the possibility of nonperformance by counterparties. These counterparties primarily consist of financial institutions that are well established and well capitalized. We control this credit risk through credit approvals, limits, pledges of collateral, and monitoring procedures. No losses on derivative instruments have occurred as a result of counterparty nonperformance. Nevertheless, the related credit risk is considered and measured when and where appropriate.

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Interest rate swap agreements designated as cash flow hedges involve the receipt of fixed-rate amounts in exchange for variable-rate payments over the life of the agreements without exchange of the underlying principal amount. Derivatives not designated as accounting hedges, including basis swap agreements, are not speculative and are used to economically manage our exposure to interest rate movements and other identified risks, but do not meet the strict hedge accounting requirements.

Selected information with respect to notional amounts and recorded gross fair values at September 30, 2010 and 2009, and the related gain (loss) of derivative instruments for the three and nine months then ended is summarized as follows (in thousands):

							Amount of derivative gain (loss) recognized/reclassified
								OCI				Reclassified from AOCI to interest income				Noninterest income					Offset to interest expense
			Fair value				Three months ended		Nine months ended		Three months ended		Nine months ended		Three months ended		Nine months ended			Three months ended		Nine months ended
	Notional amount		Other assets		Other liabilities
		September 30, 2010						September 30, 2010				September 30, 2010				September 30, 2010					September 30, 2010
Derivatives designated as hedging instruments under ASC 815
Asset derivatives
Cash flow hedges1:
Interest rate swaps	$	520,000	$	30,375	$	–	$	3,507	$	13,564	$	15,502	$	49,053
Interest rate floors		95,000		1,734		–		(228)		1,160		548		2,196
Terminated swaps and floors															$	2,088	$	8,676
		615,000		32,109		–		3,279		14,724		16,050		51,249		2,088		8,676	3
Liability derivatives
Fair value hedges:
Terminated swaps on long-term debt																				$	723	$	2,412
Total derivatives designated as hedging instruments		615,000		32,109		–		3,279		14,724		16,050		51,249		2,088		8,676			723		2,412
Derivatives not designated as hedging instruments under ASC 815
Interest rate swaps		169,982		3,714		3,813										(255)		(479)
Interest rate swaps for customers2		3,061,877		97,934		104,717										(32)		(3,369)
Energy commodity swaps for customers2		15,665		1,362		1,338										17		(264)
Basis swaps		225,000		42		9										360		247
Futures contracts		8,658,000		374		1										4,266		4,949
Total return swap		1,159,686		–		20,855										(22,795)		(22,795)
Total derivatives not designated as hedging instruments		13,290,210		103,426		130,733										(18,439)		(21,711)
Total derivatives	$	13,905,210	$	135,535	$	130,733	$	3,279	$	14,724	$	16,050	$	51,249	$	(16,351)	$	(13,035)		$	723	$	2,412

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							Amount of derivative gain (loss) recognized/reclassified
							OCI				Reclassified from AOCI to interest income				Noninterest income					Offset to interest expense
			Fair value				Three months ended		Nine months ended		Three months ended		Nine months ended		Three months ended		Nine months ended			Three months ended		Nine months ended
	Notional amount		Other assets		Other liabilities
	September 30, 2009						September 30, 2009				September 30, 2009				September 30, 2009					September 30, 2009
Derivatives designated as hedging instruments under ASC 815
Asset derivatives
Cash flow hedges1:
Interest rate swaps	$	1,190,000	$	87,800	$	–	$	15,165	$	7,885	$	26,316	$	87,061
Interest rate floors		190,000		5,373		–		(330)		2,510		1,773		4,272
Terminated swaps and floors															$	61,103	$	74,259
		1,380,000		93,173		–		14,835		10,395		28,089		91,333		61,103		74,259	3
Liability derivatives
Fair value hedges:
Terminated swaps on long-term debt																				$	1,565	$	24,629
Terminated swap gain on debt modificiation																		161,300
Total derivatives designated as hedging instruments		1,380,000		93,173		–		14,835		10,395		28,089		91,333		61,103		235,559			1,565		24,629
Derivatives not designated as hedging instruments under ASC 815
Interest rate swaps		210,354		4,576		4,652										(1,477)		(1,014)
Interest rate swaps for customers2		3,675,581		82,113		83,274										(1,976)		6,459
Energy commodity swaps for customers2		274,280		15,064		14,771										(626)		604
Basis swaps		705,000		147		151										1,619		7,716
Futures contracts		25,000		–		–										434		575
Total derivatives not designated as hedging instruments		4,890,215		101,900		102,848										(2,026)		14,340
Total derivatives	$	6,270,215	$	195,073	$	102,848	$	14,835	$	10,395	$	28,089	$	91,333	$	59,077	$	249,899		$	1,565	$	24,629

Note: These tables are not intended to present at any given time the Company’s long/short position with respect to its derivative contracts.

¹ Amounts recognized in OCI and reclassified from accumulated OCI (“AOCI”) represent the effective portion of the derivative gain (loss).

² Amounts include both the customer swaps and the offsetting derivative contracts.

³ Amounts for the nine months ended September 30, 2010 and 2009 of $8,676 and $74,259, respectively, which reflect the acceleration of OCI amounts reclassified to income that related to previously terminated hedges, together with the reclassification amounts of $51,249 and $91,333, or a total of $59,925 and $165,592, respectively, are the amounts of reclassification included in the changes in OCI presented in Note 9.

At September 30, the fair values of derivative assets and liabilities were reduced (increased) by net credit valuation adjustments of $6.7 million and $(0.2) million in 2010, and $2.3 million and $1.0 million in 2009, respectively. These adjustments are required to reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk.

Fair value amounts recognized for the right to reclaim cash collateral (a receivable) or the obligation to return cash collateral (a payable) have been offset against recognized fair value amounts of derivatives executed with the same counterparty under a master netting arrangement. In the balance sheet, cash collateral was used to reduce recorded amounts of derivative assets and liabilities by $0.9 million and $2.9 million at September 30, 2010, and $19.0 million and $2.5 million at September 30, 2009, respectively.

Interest rate swaps and energy commodity swaps for customers are offered to assist customers in managing their exposure to fluctuating interest rates and energy prices. Upon issuance, all of these customer swaps are immediately “hedged” by offsetting derivative contracts, such that the Company minimizes its net risk exposure resulting from such transactions. Fee income from customer swaps is included in other service charges, commissions and fees. As with other derivative instruments, we have credit risk for any nonperformance by counterparties.

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Futures contracts primarily consist of two types: (1) Eurodollar futures contracts that allow us to extend the duration of certain Federal Reserve account balances. These contracts typically reference the 90-day LIBOR rate. (2) Highly liquid exchange-traded federal funds futures contracts that are traded to manage interest rate risk on certain CDO securities. These identified mixed straddle contracts are executed to convert three- and six-month fixed cash flows into cash flows that vary with daily fluctuations in interest rates. The accounts for both types of futures contracts are cash settled daily.

The remaining balances of any derivative instruments terminated prior to maturity, including amounts in AOCI for swap hedges, are accreted or amortized generally on a straight-line basis to interest income or expense over the period to their previously stated maturity dates.

Amounts in AOCI are reclassified to interest income as interest is earned on variable rate loans and as amounts for terminated hedges are accreted or amortized to earnings. For the 12 months following September 30, 2010, we estimate that additional projected gains of $23 million and accretion/amortization of $23 million, or a total of $46 million, will be reclassified.

Total Return Swap

On July 28, 2010, we entered into a total return swap and related interest rate swaps (“TRS”) with Deutsche Bank AG relating to a portfolio of $1.16 billion notional amount of our bank and insurance trust preferred CDOs. As a result of the TRS, Deutsche Bank assumed all of the credit risk of this CDO portfolio, providing timely payment of all scheduled payments of interest and principal when contractually due to the Company (without regard to acceleration or deferral events). We can cancel the TRS quarterly after the first year and remove individual securities on or after the end of the sixth year. Additionally, with the consent of Deutsche Bank, we can transfer the TRS to a third party in part or in whole. Deutsche Bank cannot cancel the TRS except in the event of nonperformance by the Company and under certain other circumstances customary to ISDA swap agreements.

This transfer of credit risk reduced the Company’s regulatory capital risk weighting for these investments. The underlying securities were originally rated primarily A and BBB and carry some of the highest risk-weightings of the securities in the Company’s portfolio. As a result, the transaction reduced regulatory risk-weighted assets and improved the Company’s risk-based capital ratios.

This transaction did not qualify for hedge accounting and did not change the accounting for the underlying securities, including the quarterly analysis of OTTI and OCI. As a result, future potential OTTI, if any, associated with the underlying securities may not be offset by any valuation adjustment on the swap in the quarter in which OTTI is recognized and OTTI changes could result in reductions in our regulatory capital ratios, which could be material.

During the third quarter of 2010, we recorded a negative initial value for the TRS of $22.8 million, which is included in fair value and nonhedge derivative income (loss), and structuring costs of $11.6 million, which are included in other noninterest expense. The negative initial value is approximately equal to the first-year fees we will incur for the TRS (that is, during the period we are unable to cancel the transaction). The fair value of the TRS derivative liability was $20.9 million at September 30, 2010.

Both the fair value of the securities and the fair value of the TRS are dependent upon the projected credit-adjusted cash flows of the securities. Absent major changes in these projected cash flows, we expect the value of the TRS to become less negative compared to the negative initial value as the period that we are unable to cancel the transaction shortens.

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After the first year of the transaction, we expect to incur subsequent net quarterly costs of approximately $5.3 million under the TRS, including related interest rate swaps and scheduled payments of interest on the underlying CDOs, as long as the TRS remains in place for this CDO portfolio. The payments under the transaction generally include or arise from (1) payments by Deutsche Bank to the Company of all scheduled payments of interest and principal when contractually due to the Company, and payment by the Company to Deutsche Bank of a fixed quarterly or semiannual guarantee fee based on the notional amount of the CDO portfolio in the transaction; (2) an interest rate swap pursuant to which Deutsche Bank pays the Company a fixed interest rate and the Company pays to Deutsche Bank a floating interest rate (generally three month LIBOR) on the notional amount of the CDO portfolio in the transaction; and (3) a third swap between the Company and Deutsche Bank included in the transaction in order to hedge each party’s exposure to change in interest rates over the life of the transaction. In addition, under the terms of the transaction, payments from the CDOs will continue to be made to the Company and retained by the Company; this recovery amount, plus assumed reinvestment earnings at an imputed interest rate, generally three month LIBOR, will offset principal payments that Deutsche Bank would otherwise be required to make.

The net economic result of the payment streams described in the preceding paragraph is the approximate $5.3 million per quarter noted above. Our estimated quarterly expense amount would be impacted by, among other things, changes in the composition of the CDO portfolio included in the transaction and changes over time in the forward LIBOR rate curve. Payments under the third swap begin on the second payment date of each covered security. If the forward interest rates projected in mid-July 2010 occur, no net payment will be due by either party under this third swap. If rates increase more than projected, the payment will be to the Company from Deutsche Bank and if less than projected the payment will be the reverse. The Company’s costs are also subject to adjustment in the event of future changes in regulatory requirements applicable to Deutsche Bank, if we do not then elect to terminate the transaction. Should such cost increases occur in the first year, we may cancel the transaction with no payment due beyond the liability already incurred. Termination by the Company for such regulatory changes applicable to Deutsche Bank after year one will

result in no payment by the Company.

At September 30, 2010, we completed a valuation process which resulted in an estimated fair value for the TRS under Level 3. The process utilized valuation inputs from two sources:

1) The Company built on its fair valuation process for the underlying CDO portfolio and utilized those same projected cash flows to quantify the extent and timing of payments to be received from the Trustee related to each CDO and in aggregate. These cash flows, plus assumed reinvestment earnings constitute an estimated recovery amount, the extent of which will offset Deutsche Bank’s required principal payments. The internal valuation utilized the Company’s estimate of each of the cash flows to/from each leg of the derivative and from each covered CDO through maturity and also through the first date on which we may terminate. For valuation purposes, we assumed that a market participant would cancel the TRS at the first opportunity if the TRS did not have a positive value based on the best estimates of cash flows through maturity. Consequently, the fair value approximated the amount of required payments up to the earliest termination date.

2) A valuation from a market participant in possession of all relevant terms and costs of the TRS structure.

We considered the observable input or inputs from market participants as well as the results of our internal modeling to estimate the fair value of the TRS. We expect to continue the use of this methodology in subsequent periods.

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8. GOODWILL

Impairment losses totaling $634.0 million were charged to goodwill during the nine months ended September 30, 2009. The losses primarily reflect impairment at Amegy.

9. DEBT AND SHAREHOLDERS’ EQUITY

During the three and nine months ended September 30, 2010, we issued senior medium-term notes of $37.0 million and $156.9 million, respectively, with maturities from February 2011 to February 2013, and interest rates from 3.25% to 5.75%. We also redeemed medium-term notes of $36.4 million and $101.5 million during these same periods. During the first quarter of 2010, we issued an additional $41 million of the 7.75% unsecured senior notes previously issued during the fourth quarter of 2009 that are due September 23, 2014.

During the third quarter of 2010, $54.3 million of convertible subordinated debt was converted into $63.5 million of the Company’s preferred stock, consisting of 54,219 shares of Series C and 40 shares of Series A. For the nine months ended September 30, 2010, a total of $191.9 million of convertible subordinated debt was converted into $223.8 million of the Company’s preferred stock, consisting of 191,877 shares of Series C and 40 shares of Series A. The conversions included the transfer from common stock to preferred stock of $9.2 million and $31.8 million for the three and nine months ended September 30, 2010, respectively, of the intrinsic value of the beneficial conversion feature. The amount of this conversion feature was included with common stock at the time of the debt modification in June 2009. Accelerated discount amortization on the converted debt increased interest expense during these same periods by $27.5 million and $99.1 million.

We sold $142.5 million of Series E preferred stock during the second quarter of 2010 with an initial dividend rate of 11%. The offering of this new preferred stock consisted of 5,700,000 depositary shares at $25 per share (each share representing a 1/40^th ownership interest in a share of Series E Fixed-Rate Resettable Non-Cumulative Perpetual Preferred Stock).

During the second quarter of 2010, $8.6 million of Series A preferred stock was exchanged for 224,903 shares of the Company’s common stock at the fair value on the exchange date of $23.82 per share. The $5.5 million of common stock issued in this preferred stock redemption increased retained earnings by approximately $3.1 million.

We sold 7,000,000 common stock warrants for $36.8 million, or $5.25 per warrant, during the third quarter of 2010. These warrants are part of the same series of warrants initially sold during the second quarter of 2010, when we sold 22,281,640 warrants for $185.0 million, or $8.3028 per warrant. Each of all of the warrants can be exercised for a share of common stock at an initial price of $36.63 through May 22, 2020. Net of commissions and fees, the total issuance added $214.7 million to common stock.

During the first quarter of 2010, we completed our offer commenced on March 1, 2010 to exchange any and all of the Company’s currently outstanding nonconvertible subordinated debt into shares of common stock. We issued 2,165,391 shares, or $46.9 million net of commissions and fees, in exchange for $55.6 million of debt. The net pretax gain on subordinated debt exchange included in the statement of income was approximately $14.5 million for the nine months ended September 30, 2010, and represented the difference between the carrying value of the debt exchanged and the fair value of the common stock issued, net of commissions and fees. The number of shares issued was determined using an exchange ratio based on a common stock price of $22.5433 per share, which was calculated based on the defined weighted average price of our common stock for each of the five consecutive days ending on the March 24, 2010 expiration date.

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During the three and nine months ended September 30, 2010, we sold under equity distribution agreements a total of 3,936,300 shares and 23,973,957 shares of common stock for $75.5 million and $515.3 million (average price of $19.18 and $21.49), respectively. Net of commissions and fees, the total sales for the nine-month period added $507.2 million to common stock.

We liquidated our ownership of certain consolidated venture funds during the second quarter of 2010. We also changed the ownership structure of another venture fund such that we are no longer required to consolidate it under the new accounting guidance in ASC 810. The effect of these transactions and results of operations for the nine months ended September 30, 2010 decreased the amount of noncontrolling interests to $(0.8) million at September 30, 2010. The consolidated financial statements were not otherwise significantly affected.

On May 28, 2010, Company shareholders approved an amendment to our Restated Articles of Incorporation to increase the number of authorized preferred shares from 3,000,000 to 4,400,000.

During June 2009, we recognized a pretax gain of $493.7 million when we modified certain subordinated debt to permit conversion into the Company’s preferred stock. In this connection, we also recorded $201.2 million after-tax directly in common stock for the intrinsic value of the beneficial conversion feature of the modified subordinated debt. At the time of each conversion of the modified convertible debt to preferred stock, a proportional amount of the intrinsic value of the beneficial conversion feature is transferred from common stock to preferred stock. Debt discount of approximately $665.5 million, which includes the value of the beneficial conversion feature, was recorded in connection with the subordinated debt modification and is amortized to income using the interest method over the remaining terms of the subordinated debt. The rate of amortization is accelerated if and as holders of the subordinated debt elect to convert it into preferred stock through the immediate expensing of any unamortized discount associated with the converted debt. The balance of this debt discount was $472.9 million at September 30, 2010.

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The following summarizes the changes in accumulated other comprehensive income (loss) included in shareholders’ equity (in thousands):

	Net unrealized gains (losses) on investments, retained interests and other		Net unrealized gains (losses) on derivative instruments		Pension and post- retirement		Total
Nine Months Ended September 30, 2010:
Balance, December 31, 2009	$	(462,412)	$	68,059	$	(42,546)	$	(436,899)
Other comprehensive income (loss), net of tax:
Net realized and unrealized holding gains, net of income tax expense of $9,156		15,682						15,682
Reclassification for net losses included in earnings, net of income tax benefit of $24,220		38,601						38,601
Noncredit-related impairment losses on securities not expected to be sold, net of income tax benefit of $26,071		(42,103)						(42,103)
Accretion of securities with noncredit-related impairment losses not expected to be sold, net of income tax expense of $62		101						101
Net unrealized losses, net of reclassification to earnings of $59,925 and income tax benefit of $17,329				(27,872)				(27,872)
Pension and postretirement, net of income tax benefit of $46						(63)		(63)
Other comprehensive income (loss)		12,281		(27,872)		(63)		(15,654)
Balance, September 30, 2010	$	(450,131)	$	40,187	$	(42,609)	$	(452,553)
Nine Months Ended September 30, 2009:
Balance, December 31, 2008	$	(248,871)	$	196,656	$	(46,743)	$	(98,958)
Cumulative effect of change in accounting principle, adoption of new OTTI guidance in ASC 320		(137,462)						(137,462)
Other comprehensive income (loss), net of tax:
Net realized and unrealized holding losses, net of income tax benefit of $50,543		(82,003)						(82,003)
Reclassification for net losses included in earnings, net of income tax benefit of $61,639		96,545						96,545
Noncredit-related impairment losses on securities not expected to be sold, net of income tax benefit of $101,821		(152,531)						(152,531)
Accretion of securities with noncredit-related impairment losses not expected to be sold, net of income tax expense of $653		963						963
Net unrealized losses, net of reclassification to earnings of $165,592 and income tax benefit of $59,531				(95,666)				(95,666)
Other comprehensive loss		(137,026)		(95,666)		–		(232,692)
Balance, September 30, 2009	$	(523,359)	$	100,990	$	(46,743)	$	(469,112)

10. INCOME TAXES

The effective rate of the income tax benefit for the nine months ended September 30, 2010 was increased mainly by the proportional increase of nontaxable items relative to the loss before income taxes, and reduced primarily by the taxable surrender of certain bank-owned life insurance policies and the nondeductibility of a portion of the accelerated discount amortization from the conversion of subordinated debt to preferred stock.

The balance of net deferred tax assets was approximately $585 million at September 30, 2010, $498 million at December 31, 2009, and $582 million at September 30, 2009. We evaluate the net deferred tax assets on a regular basis to determine whether an additional valuation allowance is required. Based on this evaluation, and considering the weight of the positive evidence compared to the negative evidence, we have concluded that an additional valuation allowance is not required as of September 30, 2010.

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11. FAIR VALUE

Fair Value Measurements

Effective January 1, 2010, we adopted ASU No. 2010-06, Improving Disclosures about Fair Value Measurements. This new accounting guidance under ASC 820, Fair Value Measurements and Disclosures, was issued by the FASB on January 21, 2010. The additional disclosures required about fair value measurements include, among other things, (1) the amounts and reasons for certain significant transfers among the three hierarchy levels of inputs, (2) the gross, rather than net, basis for certain Level 3 rollforward information, (3) use of a “class” basis rather than a “major category” basis for assets and liabilities, and (4) valuation techniques and inputs used to estimate Level 2 and Level 3 fair value measurements. The following information incorporates these new disclosure requirements except for the Level 3 rollforward information which is not required until the first quarter of 2011.

Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. To measure fair value, a hierarchy has been established that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs. This hierarchy uses three levels of inputs to measure the fair value of assets and liabilities as follows:

Level 1 – Quoted prices in active markets for identical assets or liabilities; includes certain U.S. Treasury and other U.S. Government and agency securities actively traded in over-the-counter markets; certain securities sold, not yet purchased; and certain derivatives.

Level 2 – Observable inputs other than Level 1 including quoted prices for similar assets or liabilities, quoted prices in less active markets, or other observable inputs that can be corroborated by observable market data; also includes derivative contracts whose value is determined using a pricing model with observable market inputs or can be derived principally from or corroborated by observable market data. This category generally includes certain U.S. Government and agency securities; certain CDO securities; corporate debt securities; certain private equity investments; certain securities sold, not yet purchased; and certain derivatives.

Level 3 – Unobservable inputs supported by little or no market activity for financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation; also includes observable inputs for nonbinding single dealer quotes not corroborated by observable market data. This category generally includes certain private equity investments, most CDO securities, and the total return swap.

We use fair value to measure certain assets and liabilities on a recurring basis when fair value is the primary measure for accounting. This is done primarily for AFS and trading investment securities; private equity investments; securities sold, not yet purchased; and derivatives. Fair value is used on a nonrecurring basis to measure certain assets when applying lower of cost or market accounting or when adjusting carrying values, such as for loans held for sale, impaired loans, and other real estate owned. Fair value is also used when evaluating impairment on certain assets, including HTM and AFS securities, goodwill, core deposit and other intangibles, long-lived assets, and for disclosures of certain financial instruments.

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Available-for-sale and trading

AFS and trading investment securities are fair valued under Level 1 using quoted market prices when available for identical securities. When quoted prices are not available, fair values are determined under Level 2 using quoted prices for similar securities or independent pricing services that incorporate observable market data when possible. The largest portion of AFS securities include certain CDOs backed by trust preferred securities issued by banks and insurance companies and, to a lesser extent, by REITs. These securities are fair valued primarily under Level 3.

U.S. Treasury, agencies and corporations

Valuation inputs utilized by the independent pricing service for those U.S. Treasury, agency and corporation securities under Level 2 include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, benchmark securities, bids, offers, and reference data including market research publications. Also included are data from the vendor trading platform.

Municipal securities

Valuation inputs utilized by the independent pricing services for those municipal securities under Level 2 include the same inputs used for U.S. Treasury, agency and corporation securities. Also included are reported trades and material event notices from the Municipal Securities Rulemaking Board, plus new issue data. Municipal securities under Level 3 are fair valued similar to the auction rate securities discussed subsequently.

Trust preferred collateralized debt obligations

Substantially all the CDO portfolio is fair valued under Level 3 using an income-based cash flow modeling approach incorporating several methodologies that primarily include internal and third party models. The model used for estimating the fair value of bank and insurance trust preferred CDOs remains the same as disclosed in the Company’s 2009 Annual Report on Form 10-K. Each quarter we seek to identify actual trades of securities in this asset class to determine whether the comparability of the security and the orderliness of the trades make such reported prices suitable for inclusion as or consideration in our fair value estimates in accordance with ASU 2010-06.

A licensed third party cash flow model, which requires the Company to input its own default assumptions, is used to estimate fair values of bank and insurance trust preferred CDOs. For privately owned banks, we utilize a statistical regression of quarterly regulatory ratios that we have identified as predictive of future bank failures to create a credit-specific probability of default (“PD”) for each issuer. The inputs and regression formula are updated quarterly to include the most recent available financial ratios and to utilize those financial ratios which have best predicted bank failures during this credit cycle (“ratio-based approach”).

For publicly traded banks, we first utilize a licensed third party proprietary reduced form model derived using logistic regression on a historical default database to produce PDs. This model requires equity valuation related inputs (along with other macro and issuer-specific inputs) to produce PDs, and therefore cannot be used for privately owned banks.

Nearly all of the failures within our predominantly bank CDO pools have come from those banks that have previously deferred the payment of interest on their trust preferred securities. The terms of the securities within the CDO pools generally allow for deferral of current interest for five years without causing default.

We have found that for publicly traded deferring banks, the ratio-based approach generally resulted in higher PDs than did the licensed third party proprietary reduced model for banks that subsequently failed. To better project publicly traded bank failures, we utilize the higher of the PDs from our ratio-based approach and those from the licensed third party model for publicly traded deferring banks. Our ratio-based approach, while generally referencing trailing quarter regulatory ratios, seeks to incorporate the most recent available information. In the third quarter of 2010, we utilized pro forma capital ratios for six deferring publicly traded banks in order to reflect the significant capital raises completed by each bank during the quarter.

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After identifying collateral level PDs, we modify the PDs of deferring collateral by a calibration adjustment. The licensed third party cash flow model then projects the expected cash flows for CDO tranches. Estimates of expected loss for the individual pieces of underlying collateral are aggregated to arrive at a pool-level expected loss rate for each CDO. These loss assumptions are applied to the CDO’s structure to generate cash flow projections for each tranche of the CDO. The presence of OTTI is identified and the amount of the credit component of OTTI is calculated by discounting the resulting loss-adjusted cash flows at each tranche’s coupon rate and comparing that value to the Company’s amortized cost of the tranche. The fair value of each tranche is determined by discounting its resultant loss-adjusted cash flows with appropriate current market-based discount rates.

The discount rate assumption used for valuation purposes for each CDO tranche is derived from trading yields on publicly traded trust preferred securities and projected PDs on the underlying issuers. The data set includes a publicly traded trust preferred security which is in deferral with regard to the payment of current interest. The discount margins on the traded securities, including the deferring security, are used to determine a relationship between the discount margin and expected losses, which relationship is then applied to the CDOs.

For the third quarter of 2010, we utilized a discount rate range of LIBOR+3.77% for the highest quality/most over-collateralized tranches and LIBOR+43.1% for the lowest credit quality tranche in order to reflect market level assumptions for structured finance securities. These discount rates are in addition to the credit-related discounts applied to the cash flows for each tranche. The range of the projected cumulative credit loss of the CDO pools varies extensively across pools and ranges between 12.7% and 52.7%. We changed certain modeling assumptions in the third quarter, which included increasing prepayment speeds due to the probable early redemption by certain issuing banks of their trust preferred securities. The recently enacted Dodd-Frank Act includes a phased-in disallowance of certain trust preferred securities as Tier 1 capital. The effect of the assumption changes was not significant to the fair value of these securities, but did account for $11.6 million of the $23.7 million of OTTI discussed in Note 5.

CDO tranches with greater uncertainty in their cash flows are discounted at higher rates than those that market participants would use for tranches with more stable expected cash flows (e.g., as a result of more subordination and/or better credit quality in the underlying collateral). The high end of the discount margin spectrum was applied to tranches in which minor changes in future default assumptions produced substantial deterioration in tranche cash flows. These discount rates are applied to credit-stressed cash flows, which constitute each tranche’s expected cash flows; discount rates are not applied to a hypothetical contractual cash flow.

Certain REIT and ABS CDOs are fair valued by third party services using their proprietary models. These models utilize relevant data assumptions, which we evaluate for reasonableness. These assumptions include, but are not limited to, discount rates, PDs, loss-given-default rates, over-collateralization levels, and rating transition probability matrices from rating agencies. Key assumptions are included subsequently. The model prices obtained from third party services were evaluated for reasonableness including quarter to quarter changes in assumptions and comparison to other available data which included third party and internal model results and valuations.

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Auction rate securities

Auction rate securities are fair valued under Level 3 using a market approach based on various market data inputs, including AAA municipal and corporate bond yield curves, credit ratings and leverage of each closed-end fund, and market yields for municipal bonds and commercial paper.

Private equity investments

Private equity investments valued under Level 2 on a recurring basis are investments in partnerships that invest in financial institutions. Fair values are determined from net asset values provided by the partnerships. Private equity investments valued under Level 3 on a recurring basis are recorded initially at acquisition cost, which is considered the best indication of fair value unless there have been material subsequent positive or negative developments that justify an adjustment in the fair value estimate. Subsequent adjustments to recorded fair values are based as necessary on current and projected financial performance, recent financing activities, economic and market conditions, market comparables, market liquidity, sales restrictions, and other factors.

Derivatives

Derivatives are fair valued according to their classification as either exchange-traded or over-the-counter (“OTC”). Exchange-traded derivatives consist of forward currency exchange contracts that have been fair valued under Level 1 because they are traded in active markets. OTC derivatives consist of interest rate swaps and options as well as energy commodity derivatives for customers. These derivatives are fair valued under Level 2 using third party services. Observable market inputs include yield curves (the LIBOR swap curve and applicable basis swap curves), foreign exchange rates, commodity prices, option volatilities, counterparty credit risk, and other related data. Credit valuation adjustments are required to reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk. These adjustments are determined generally by applying a credit spread for the counterparty or the Company as appropriate to the total expected exposure of the derivative. Amounts disclosed in the following schedule include the foreign currency exchange contracts that are not included in Note 7 in accordance with ASC 815. The amounts are also presented net of the cash collateral offsets discussed in Note 7. Also see the discussion in Note 7 for the determination of fair value of the total return swap.

Securities sold, not yet purchased

Securities sold, not yet purchased are fair valued under Level 1 when quoted prices are available for the securities involved. Those under Level 2 are fair valued similar to trading account investment securities.

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Assets and liabilities measured at fair value by class on a recurring basis, including one security in 2009 elected under the fair value option, are summarized as follows at September 30, 2010 and 2009 (in thousands):

	September 30, 2010
	Level 1		Level 2		Level 3		Total
ASSETS
Investment securities:
Available-for-sale:
U.S. Treasury, agencies and corporations	$	47,605	$	1,407,964			$	1,455,569
Municipal securities				159,281	$	23,434		182,715
Asset-backed securities:
Trust preferred – banks and insurance				1,714		1,263,887		1,265,601
Trust preferred – real estate investment trusts						19,135		19,135
Auction rate						134,661		134,661
Other (including ABS CDOs)				12,091		70,647		82,738
Mutual funds and stock		148,688		6,757				155,445
		196,293		1,587,807		1,511,764		3,295,864
Trading account				42,811				42,811
Other noninterest-bearing investments:
Private equity				5,077		144,337		149,414
Other assets:
Derivatives:
Interest rate related and other				36,721				36,721
Interest rate swaps for customers				97,934				97,934
Foreign currency exchange contracts		7,296						7,296
		7,296		134,655				141,951
	$	203,589	$	1,770,350	$	1,656,101	$	3,630,040
LIABILITIES
Securities sold, not yet purchased	$	12,050	$	29,893			$	41,943
Other liabilities:
Derivatives:
Interest rate related and other				2,433				2,433
Interest rate swaps for customers				104,717				104,717
Foreign currency exchange contracts		6,786						6,786
Total return swap					$	20,855		20,855
		6,786		107,150		20,855		134,791
Other						451		451
	$	18,836	$	137,043	$	21,306	$	177,185

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	September 30, 2009
	Level 1		Level 2		Level 3			Total
ASSETS
Investment securities:
Available-for-sale:
U.S. Treasury and agencies	$	39,914	$	1,429,539				$	1,469,453
Municipal securities				182,019	$	64,181			246,200
Asset-backed securities:
Trust preferred – banks and insurance				1,524		1,389,783			1,391,307
Trust preferred – real estate investment trusts						27,101			27,101
Auction rate						164,264			164,264
Other				22,565		71,421			93,986
Mutual funds and stock		147,868		6,913					154,781
		187,782		1,642,560		1,716,750			3,547,092
Trading account				76,660		49	1		76,709
Other noninterest-bearing investments:
Private equity				21,682		154,676			176,358
Other assets:
Derivatives		4,023		176,282					180,305
	$	191,805	$	1,917,184	$	1,871,475		$	3,980,464
LIABILITIES
Securities sold, not yet purchased	$	1,203	$	38,157				$	39,360
Other liabilities:
Derivatives		4,113		100,719					104,832
Other					$	864			864
	$	5,316	$	138,876	$	864		$	145,056

¹ Elected under fair value option, as discussed subsequently.

Selected additional information regarding key model inputs and assumptions used to fair value certain asset-backed securities by class under Level 2 and Level 3 include the following at September 30, 2010 (dollars in thousands):

	Fair value at September 30, 2010			Valuation approach		Constant default rate (“CDR”)			Loss severity			Prepayment rate
Asset-backed securities:
Trust preferred – banks	$	1,059,056			Income		Pool specific	3		100	%	Pool specific7
Trust preferred – insurance		363,864			Income		Pool specific	4		100	%	6.5% per year
Trust preferred – individual		22,204			Market
		1,445,124	1
Trust preferred – real estate investment trusts		19,135			Income		Pool specific	5		10-100	%	0% per year
Other (including ABS CDOs)		100,130	2		Income		Collateral specific	6		0-100	%	Collateral weighted average life

¹ Includes $1,265.6 million of AFS securities and $179.5 million of HTM securities.

² Includes $82.7 million of AFS securities and $17.4 million of HTM securities.

³ CDR ranges: yr 1 – 0.03% to 22.8%; yrs 2-5 – 0.14% to 1.45%; yrs 6 to maturity – 0.30%.

⁴ CDR ranges: yr 1 – 0.22% to 0.31%; yrs 2-5 – 0.64% to 0.79%; yrs 6 to maturity – 0.30%.

⁵ CDR ranges: yr 1 – 3.8% to 8.5%; yrs 2-3 – 3.0% to 6.1%; yrs 4-6 – 1.0%; yrs 6 to maturity – 0.50%.

⁶ These are predominantly ABS CDOs whose collateral is rated. CDR and loss severities are built up from the loan level and vary by collateral ratings, asset class, and vintage.

⁷ CPR ranges: yrs 1-3 – 0% to 5.2%; yrs 4-5 – 0% to 15.45%; yrs 6 to maturity – 0.20%.

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In the discussion of our investment portfolio below, we have included certain credit rating information because the information is one indication of the degree of credit risk to which we are exposed, and significant changes in ratings classifications for our investment portfolio could indicate an increased level of risk for us.

The following presents the percentage of total fair value of bank trust preferred CDOs by vintage year (origination date) according to original rating (dollars in thousands):

Vintage   year	Fair value at September 30, 2010		Percentage of total fair value									Percentage  of total fair value by vintage
			AAA			A			BBB
2001	$	118,972		10.3	%		0.9	%		0.0	%		11.2	%
2002		245,108		20.7	%		2.5	%		0.0	%		23.2	%
2003		395,475		28.0	%		8.9	%		0.5	%		37.4	%
2004		166,877		6.8	%		8.9	%		0.0	%		15.7	%
2005		17,813		1.0	%		0.6	%		0.1	%		1.7	%
2006		72,367		2.9	%		3.4	%		0.5	%		6.8	%
2007		42,445		4.0	%		0.0	%		0.0	%		4.0	%
	$	1,059,056		73.7	%		25.2	%		1.1	%		100.0	%

The following reconciles the beginning and ending balances of assets and liabilities for the three and nine months ended September 30, 2010 and 2009 that are measured at fair value by class on a recurring basis using Level 3 inputs (in thousands):

	Level 3 Instruments
	Three Months Ended September 30, 2010
	Municipal securities		Trust preferred – banks and insurance		Trust preferred – REIT		Auction rate		Other asset-backed		Private equity investments		Derivatives		Other liabilities
Balance at June 30, 2010	$	57,755	$	1,311,398	$	23,493	$	157,078	$	71,821	$	147,612	$	—	$	(470)
Total net gains (losses) included in:
Statement of income:
Dividends and other investment income												1,848
Fair value and nonhdege derivative income (loss)														(22,795)
Equity securities losses, net												(1,472)
Fixed income securities gains, net		3,662		1,480				3,201		3
Net impairment losses on investment securities				(20,890)		(2,505)				(317)
Other noninterest expense																19
Other comprehensive income (loss)		(588)		(24,361)		(1,853)		(38)		(128)
Purchases, sales, issuances, and settlements, net		(37,395)		(3,740)				(25,580)		(732)		(3,651)		1,940
Balance at September 30, 2010	$	23,434	$	1,263,887	$	19,135	$	134,661	$	70,647	$	144,337	$	(20,855)	$	(451)
	Level 3 Instruments
	Nine Months Ended September 30, 2010
	Municipal securities		Trust preferred – banks and insurance		Trust preferred  – REIT		Auction rate		Other asset-backed		Private equity investments		Derivatives		Other liabilities
Balance at December 31, 2009	$	64,314	$	1,359,444	$	24,018	$	159,440	$	62,430	$	158,941	$	—	$	(522)
Total net gains (losses) included in:
Statement of income:
Dividends and other investment income												7,132
Fair value and nonhdege derivative income (loss)														(22,795)
Equity securities losses, net												(6,139)
Fixed income securities gains, net		4,095		2,138				3,466		358
Net impairment losses on investment securities				(62,750)		(6,230)				(4,103)
Other noninterest expense																71
Other comprehensive income (loss)		(1,051)		(26,321)		1,297		925		24,595
Purchases, sales, issuances, and settlements, net		(43,924)		(8,624)		50		(29,170)		(12,633)		(15,597)		1,940
Balance at September 30, 2010	$	23,434	$	1,263,887	$	19,135	$	134,661	$	70,647	$	144,337	$	(20,855)	$	(451)

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	Level 3 Instruments
	Three Months Ended September 30, 2009
	Municipal securities		Trust preferred – banks and insurance		Trust preferred  – REIT		Auction rate		Other asset-backed		Trading account1		Private equity investments		Other liabilities
Balance at June 30, 2009	$	64,658	$	1,534,823	$	34,580	$	171,252	$	83,466	$	49	$	155,680	$	(215)
Total net gains (losses) included in:
Statement of income:
Dividends and other investment income (loss)														(6,695)
Net impairment losses on investment securities				(37,339)		(9,245)				(9,931)
Other noninterest expense																(649)
Other comprehensive income (loss)		(108)		(105,175)		1,700		(213)		1,516
Purchases, sales, issuances, and settlements, net		(369)		(2,526)		66		(6,775)		(3,630)				5,691
Balance at September 30, 2009	$	64,181	$	1,389,783	$	27,101	$	164,264	$	71,421	$	49	$	154,676	$	(864)
	Level 3 Instruments
	Nine Months Ended September 30, 2009
	Municipal securities		Trust preferred – banks and insurance		Trust preferred – REIT		Auction rate		Other asset-backed		Trading account1		Private equity investments		Other liabilities
Balance at December 31, 2008	$	–	$	659,253	$	23,897	$	1,710	$	65,557	$	956	$	143,511	$	(527)
Total net gains (losses) included in:
Statement of income:
Dividends and other investment income (loss)														(8,415)
Fair value and nonhedge derivative income (loss)												(907)
Equity securities gains, net														109
Fixed income securities gains (losses), net								247
Net impairment losses on investment securities				(46,932)		(76,511)				(10,858)
Valuation losses on securities purchased		(6,977)		(172,729)		(8,945)		(17,265)		(1,774)
Other noninterest expense																(337)
Other comprehensive income (loss)		(19)		(119,920)		48,261		(872)		4,583
Fair value of HTM securities transferred to AFS				565,282		15,280				15,674
Purchases, sales, issuances, and settlements, net		67,902		504,829		25,119		175,264		(1,761)				19,471
Net transfers in (out)		3,275						5,180
Balance at September 30, 2009	$	64,181	$	1,389,783	$	27,101	$	164,264	$	71,421	$	49	$	154,676	$	(864)

¹ Elected under fair value option, as discussed subsequently.

The preceding reconciling amounts using Level 3 inputs include the following realized gains (losses) (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2010		2009		2010		2009
Dividends and other investment income	$	3,121	$	535	$	5,315	$	783
Equity securities gains (losses), net		(2,272)		–		(1,367)		–
Fixed income securities gains, net		8,346		–		10,057		247
Net impairment losses on investment securities sold		–		–		–		(67,015)

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Assets with fair value changes during the periods indicated that are measured at fair value by class on a nonrecurring basis are summarized as follows (in thousands):

									Gains (losses) from fair value changes
	Fair value at September 30, 2010								Three months ended		Nine months ended
	Level 1		Level 2		Level 3		Total		September 30, 2010
ASSETS
HTM securities adjusted for OTTI					$	3,502	$	3,502	$	–	$	(151)
Loans held for sale			$	29,436				29,436		–		–
Impaired loans						94,674		94,674		(13,495)		(106,640)
Other real estate owned				154,452				154,452		(41,543)		(122,849)
	$	–	$	183,888	$	98,176	$	282,064	$	(55,038)	$	(229,640)
									Gains (losses) from fair value changes
	Fair value at September 30, 2009								Three months ended		Nine months ended
	Level 1		Level 2		Level 3		Total		September 30, 2009
ASSETS
HTM securities adjusted for OTTI			$	–	$	4,118	$	4,118	$	–	$	(1,761)
Loans held for sale				18,298		–		18,298		–		60
Impaired loans				–		253,935		253,935		(54,872)		(168,014)
Other real estate owned				156,047		–		156,047		(64,058)		(107,061)
	$	–	$	174,345	$	258,053	$	432,398	$	(118,930)	$	(276,776)

Loans held for sale relate to loans purchased under the Small Business Administration 7(a) program. They are fair valued under Level 2 based on quotes of comparable instruments.

Impaired loans that are collateral-dependent are fair valued under Level 3 based on the fair value of the collateral. At September 30, 2010, approximately $104 million of impaired loans that began making payments during the quarter were reclassified from collateral-dependent to noncollateral-dependent. The loan valuations were therefore based on the present value of future cash flows discounted at the expected coupon rates over the lives of the loans. Because the loans were not discounted at market interest rates, the valuations do not represent fair value under ASC 820, and have been excluded from the nonrecurring fair value balance in the preceding table for 2010.

Other real estate owned is fair valued under Level 2 at the lower of cost or fair value based on property appraisals at the time of transfer and as appropriate thereafter.

Fair Value Option

ASC 825, Financial Instruments, allows for the option to report certain financial assets and liabilities at fair value initially and at subsequent measurement dates with changes in fair value included in earnings. The fair value option may be applied instrument by instrument, but is on an irrevocable basis. The one AFS REIT trust preferred CDO security indicated previously was sold in December 2009.

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Fair Value of Certain Financial Instruments

Following is a summary of the carrying values and estimated fair values of certain financial instruments (in thousands):

	September 30, 2010				September 30, 2009
	Carrying value		Estimated fair value		Carrying value		Estimated fair value
Financial assets:
HTM investment securities	$	841,573	$	783,362	$	877,105	$	835,814
Loans and leases (including loans held for sale), net of allowance		36,236,813		36,177,960		40,028,776		38,692,650
Financial liabilities:
Time deposits		4,455,097		4,520,046		6,734,277		6,820,665
Foreign deposits		1,447,507		1,448,640		2,014,626		2,015,542
FHLB advances and other borrowings		256,746		262,573		64,214		66,504
Long-term debt		1,904,632		2,384,088		2,293,899		2,635,120

This summary excludes financial assets and liabilities for which carrying value approximates fair value. For financial assets, these include cash and due from banks and money market investments. For financial liabilities, these include demand, savings, and money market deposits, federal funds purchased, and security repurchase agreements. The estimated fair value of demand, savings, and money market deposits is the amount payable on demand at the reporting date. Carrying value is used because the accounts have no stated maturity and the customer has the ability to withdraw funds immediately. Also excluded from the summary are financial instruments recorded at fair value on a recurring basis, as previously described.

The fair value of loans is estimated by discounting future cash flows on “pass” grade loans using the LIBOR yield curve adjusted by a factor which reflects the credit and interest rate risk inherent in the loan. These future cash flows are then reduced by the estimated “life-of-the-loan” aggregate credit losses in the loan portfolio. These adjustments for lifetime future credit losses are highly judgmental because the Company does not have a validated model to estimate lifetime credit losses on large portions of its loan portfolio. The estimate of lifetime credit losses is adjusted quarterly as necessary to reflect the most recent loss experience during the current prolonged cycle of economic weakness. Impaired loans are not included in this credit adjustment as they are already considered to be held at fair value. Loans, other than those held for sale, are not normally purchased and sold by the Company, and there are no active trading markets for most of this portfolio.

The fair value of time and foreign deposits, FHLB advances, and other borrowings is estimated by discounting future cash flows using the LIBOR yield curve. Variable rate FHLB advances reprice with changes in market rates; as such, their carrying amounts approximate fair value. The estimated fair value of long-term debt is based on actual market trades (i.e., an asset value) when available or discounting cash flows using the LIBOR yield curve adjusted for credit spreads.

These fair value disclosures represent our best estimates based on relevant market information and information about the financial instruments. Fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of the various instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in the above methodologies and assumptions could significantly affect the estimates.

Further, certain financial instruments and all nonfinancial instruments are excluded from the applicable disclosure requirements. Therefore, the fair value amounts shown in the schedule do not, by themselves, represent the underlying value of the Company as a whole.

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12. GUARANTEES, COMMITMENTS AND CONTINGENCIES

The following are guarantees issued by the Company (in thousands):

	September 30, 2010		December 31, 2009		September 30, 2009
Standby letters of credit:
Financial	$	1,033,119	$	1,071,851	$	1,120,252
Performance		210,811		182,423		189,350
	$	1,243,930	$	1,254,274	$	1,309,602

The Company’s 2009 Annual Report on Form 10-K contains further information about these letters of credit including their terms and collateral requirements. At September 30, 2010, the Company had recorded approximately $12.9 million as a liability for these guarantees, which consisted of $7.6 million attributable to the reserve for unfunded lending commitments and $5.3 million of deferred commitment fees.

As of September 30, 2010, the Parent has guaranteed approximately $300.0 million of debt of affiliated trusts issuing trust preferred securities.

13. RETIREMENT PLANS

The following discloses the net periodic benefit cost (credit) and its components for the Company’s pension and postretirement plans (in thousands):

	Pension benefits				Supplemental retirement benefits				Postretirement benefits				Pension benefits				Supplemental retirement benefits				Postretirement benefits
	Three Months Ended September 30,												Nine Months Ended September 30,
	2010		2009		2010		2009		2010		2009		2010		2009		2010		2009		2010		2009
Service cost	$	29	$	19	$	–	$	–	$	9	$	9	$	135	$	172	$	–	$	–	$	27	$	26
Interest cost		2,125		2,235		153		165		17		16		6,448		6,666		472		495		43		47
Expected return on plan assets		(2,053)		(1,775)										(6,159)		(5,306)
Amortization of prior service cost (credit)						31		31		(61)		(61)						93		94		(183)		(183)
Settlement gain																		13
Amortization of net actuarial (gain) loss		1,325		1,692		3		(7)		(37)		(49)		4,301		4,976		21		(22)		(112)		(147)
Net periodic benefit cost (credit)	$	1,426	$	2,171	$	187	$	189	$	(72)	$	(85)	$	4,725	$	6,508	$	599	$	567	$	(225)	$	(257)

As disclosed in the Company’s 2009 Annual Report on Form 10-K, the Company has frozen its participation and benefit accruals for the pension plan and its contributions for individual benefit payments in the postretirement benefit plan.

34

ZIONS BANCORPORATION AND SUBSIDIARIES

14. OPERATING SEGMENT INFORMATION

We manage our operations and prepare management reports and other information with a primary focus on geographical area. As of September 30, 2010, we operate eight community/regional banks in distinct geographical areas. Performance assessment and resource allocation are based upon this geographical structure. Zions Bank operates 106 branches in Utah and 27 branches in Idaho. CB&T operates 106 branches in California. Amegy operates 84 branches in Texas. NBA operates 75 branches in Arizona. NSB operates 55 branches in Nevada. Vectra operates 37 branches in Colorado and one branch in New Mexico. TCBW operates one branch in the state of Washington. TCBO operates one branch in Oregon. Additionally, Zions Bank, CB&T, Amegy, NBA, Vectra, and TCBW each operate a foreign branch in the Grand Cayman Islands.

The operating segment identified as “Other” includes the Parent, Zions Management Services Company (“ZMSC”), certain nonbank financial service and financial technology subsidiaries, other smaller nonbank operating units, TCBO, and eliminations of transactions between segments. See Note 3 for a discussion of the sale of NetDeposit assets during the third quarter of 2010. ZMSC provides internal technology and operational services to affiliated operating businesses of the Company. ZMSC charges most of its costs to the affiliates on an approximate break-even basis.

The accounting policies of the individual operating segments are the same as those of the Company. Transactions between operating segments are primarily conducted at fair value, resulting in profits that are eliminated for reporting consolidated results of operations. Operating segments pay for centrally provided services based upon estimated or actual usage of those services.

35

ZIONS BANCORPORATION AND SUBSIDIARIES

The following table presents selected operating segment information for the three months ended September 30, 2010 and 2009:

(In millions)	Zions Bank				CB&T				Amegy				NBA				NSB
	2010		2009		2010		2009		2010		2009		2010		2009		2010		2009
CONDENSED INCOME STATEMENT
Net interest income	$	179.1	$	184.1	$	130.6	$	119.0	$	98.4	$	99.4	$	43.5	$	44.5	$	34.3	$	34.2
Provision for loan losses		87.8		87.8		37.6		104.6		18.5		44.1		19.0		41.0		11.9		240.8
Net interest income after provision for loan losses		91.3		96.3		93.0		14.4		79.9		55.3		24.5		3.5		22.4		(206.6)
Net impairment losses on investment securities		–		(24.2)		–		(12.6)		–		–		–		–		–		–
Loss on sale of investment securities to Parent		–		(37.6)		–		(136.0)		–		–		–		–		–		–
Acquisition related gains		–		–		–		146.4		–		–		–		–		–		(0.3)
Other noninterest income		53.2		46.8		29.2		41.9		37.6		27.0		8.6		9.9		10.7		17.5
Noninterest expense		147.3		121.2		94.6		81.3		88.7		100.0		38.7		40.0		38.6		54.7
Income (loss) before income taxes		(2.8)		(39.9)		27.6		(27.2)		28.8		(17.7)		(5.6)		(26.6)		(5.5)		(244.1)
Income tax expense (benefit)		(4.7)		(19.8)		10.2		(12.7)		9.0		(7.6)		(2.2)		(10.5)		(1.9)		(85.5)
Net income (loss)		1.9		(20.1)		17.4		(14.5)		19.8		(10.1)		(3.4)		(16.1)		(3.6)		(158.6)
Net income (loss) applicable to noncontrolling interests		–		–		–		–		–		–		–		–		–		–
Net income (loss) applicable to controlling interest		1.9		(20.1)		17.4		(14.5)		19.8		(10.1)		(3.4)		(16.1)		(3.6)		(158.6)
Preferred stock dividends		–		–		–		–		–		–		–		–		–		–
Net earnings (loss) applicable to common shareholders	$	1.9	$	(20.1)	$	17.4	$	(14.5)	$	19.8	$	(10.1)	$	(3.4)	$	(16.1)	$	(3.6)	$	(158.6)
AVERAGE BALANCE SHEET DATA
Total assets	$	17,978	$	20,268	$	11,156	$	11,398	$	11,873	$	11,465	$	4,406	$	4,759	$	4,001	$	4,319
Total securities		1,765		2,280		310		516		540		701		235		218		364		243
Net loans and leases		13,319		14,340		8,474		9,175		7,654		8,582		3,283		3,825		2,493		3,070
Allowance for loan losses		396		367		250		154		393		306		156		224		274		205
Goodwill, core deposit and other intangibles		20		20		394		397		673		690		14		18		9		10
Noninterest-bearing demand deposits		2,731		2,297		3,289		2,904		4,610		3,384		1,093		995		1,209		1,098
Total deposits		14,199		15,265		9,699		9,533		9,361		9,051		3,669		3,949		3,402		3,751
Shareholder’s equity:
Preferred equity		482		256		262		262		489		119		307		430		360		361
Common equity		1,301		1,207		1,160		1,213		1,461		1,434		323		240		247		175
Noncontrolling interests		–		1		–		–		–		–		–		–		–		–
Total shareholder’s equity		1,783		1,464		1,422		1,475		1,950		1,553		630		670		607		536
	Vectra				TCBW				Other				Consolidated Company
	2010		2009		2010		2009		2010		2009		2010		2009
CONDENSED INCOME STATEMENT
Net interest income	$	27.0	$	27.4	$	7.4	$	8.0	$	(68.4)	$	(44.4)		451.9		472.2
Provision for loan losses		4.2		35.0		5.1		11.2		0.6		1.4		184.7		565.9
Net interest income after provision for loan losses		22.8		(7.6)		2.3		(3.2)		(69.0)		(45.8)		267.2		(93.7)
Net impairment losses on investment securities		(0.4)		(0.2)		(0.3)		(0.3)		(23.0)		(19.2)		(23.7)		(56.5)
Loss on sale of investment securities to Parent		–		–		–		–		–		173.6		–		–
Acquisition related gains		–		–		–		–		–		–		–		146.1
Other noninterest income		6.7		8.9		0.8		4.4		(12.9)		24.7		133.9		181.1
Noninterest expense		23.0		24.4		3.4		3.8		21.8		9.3		456.1		434.7
Income (loss) before income taxes		6.1		(23.3)		(0.6)		(2.9)		(126.7)		124.0		(78.7)		(257.7)
Income tax expense (benefit)		2.0		(9.3)		(0.2)		(1.1)		(43.4)		46.5		(31.2)		(100.0)
Net income (loss)		4.1		(14.0)		(0.4)		(1.8)		(83.3)		77.5		(47.5)		(157.7)
Net income (loss) applicable to noncontrolling interests		–		–		–		–		(0.2)		(2.4)		(0.2)		(2.4)
Net income (loss) applicable to controlling interest		4.1		(14.0)		(0.4)		(1.8)		(83.1)		79.9		(47.3)		(155.3)
Preferred stock dividends		–		(0.1)		–		–		(33.2)		(26.5)		(33.2)		(26.6)
Net earnings (loss) applicable to common shareholders	$	4.1	$	(14.1)	$	(0.4)	$	(1.8)	$	(116.3)	$	53.4	$	(80.5)	$	(181.9)
AVERAGE BALANCE SHEET DATA
Total assets	$	2,275	$	2,484	$	840	$	816	$	(750)	$	(2,014)	$	51,779	$	53,495
Total securities		284		265		153		181		534		355		4,185		4,759
Net loans and leases		1,861		2,033		572		597		19		120		37,675		41,742
Allowance for loan losses		74		44		11		15		3		2		1,557		1,317
Goodwill, core deposit and other intangibles		–		–		–		–		3		9		1,113		1,144
Noninterest-bearing demand deposits		633		563		235		196		(13)		(8)		13,787		11,429
Total deposits		1,848		2,026		645		609		(1,135)		(835)		41,688		43,349
Shareholder’s equity:														–
Preferred equity		68		13		15		–		(163)		77		1,820		1,518
Common equity		198		175		70		73		(158)		(207)		4,602		4,310
Noncontrolling interests		–		–		–		–		(1)		22		(1)		23
Total shareholder’s equity		266		188		85		73		(322)		(108)		6,421		5,851

36

ZIONS BANCORPORATION AND SUBSIDIARIES

The following table presents selected operating segment information for the nine months ended September 30, 2010 and 2009:

(In millions)	Zions Bank				CB&T				Amegy				NBA				NSB
	2010		2009		2010		2009		2010		2009		2010		2009		2010		2009
CONDENSED INCOME STATEMENT
Net interest income	$	545.4	$	511.5	$	363.3	$	343.7	$	297.6	$	286.0	$	133.3	$	135.0	$	104.3	$	104.5
Provision for loan losses		265.4		374.6		120.1		197.0		115.7		257.6		45.0		240.0		98.9		481.1
Net interest income after provision for loan losses		280.0		136.9		243.2		146.7		181.9		28.4		88.3		(105.0)		5.4		(376.6)
Net impairment losses on investment securities		–		(32.5)		–		(29.4)		–		–		–		–		–		(1.4)
Loss on sale of investment securities to Parent		(54.8)		(37.6)		–		(136.0)		–		–		–		–		–		–
Valuation losses on securities purchased		–		(203.0)		–		–		–		(7.5)		–		–		–		–
Gain on subordinated debt exchange		–		–		–		–		–		–		–		–		–		–
Gain on subordinated debt modification		–		–		–		–		–		–		–		–		–		–
Acquisition related gains		–		–		–		152.9		–		–		–		–		–		16.2
Other noninterest income		138.3		146.8		81.0		113.1		110.0		103.4		24.4		37.3		30.5		45.6
Noninterest expense		422.4		378.8		251.4		216.8		242.1		253.8		126.2		126.4		114.6		137.3
Impairment loss on goodwill		–		–		–		–		–		633.3		–		–		–		–
Income (loss) before income taxes		(58.9)		(368.2)		72.8		30.5		49.8		(762.8)		(13.5)		(194.1)		(78.7)		(453.5)
Income tax expense (benefit)		(13.2)		(148.3)		31.2		9.2		13.9		(49.0)		(5.3)		(76.8)		(27.7)		(158.9)
Net income (loss)		(45.7)		(219.9)		41.6		21.3		35.9		(713.8)		(8.2)		(117.3)		(51.0)		(294.6)
Net income (loss) applicable to noncontrolling interests		0.1		–		–		–		–		–		–		–		–		–
Net income (loss) applicable to controlling interest		(45.8)		(219.9)		41.6		21.3		35.9		(713.8)		(8.2)		(117.3)		(51.0)		(294.6)
Preferred stock dividends		–		–		–		(0.9)		–		(1.5)		–		–		–		–
Preferred stock redemption		–		–		–		–		–		–		–		–		–		–
Net earnings (loss) applicable to common shareholders	$	(45.8)	$	(219.9)	$	41.6	$	20.4	$	35.9	$	(715.3)	$	(8.2)	$	(117.3)	$	(51.0)	$	(294.6)
AVERAGE BALANCE SHEET DATA
Total assets	$	18,460	$	20,715	$	11,095	$	10,886	$	11,694	$	11,819	$	4,428	$	4,824	$	4,058	$	4,240
Total securities		1,852		1,985		304		636		575		673		221		206		352		217
Net loans and leases		13,583		14,448		8,629		8,665		7,933		8,796		3,395		3,941		2,593		3,166
Allowance for loan losses		380		278		240		136		399		202		178		165		286		142
Goodwill, core deposit and other intangibles		20		20		394		395		679		901		16		20		9		10
Noninterest-bearing demand deposits		2,583		2,218		3,161		2,692		4,396		3,138		1,079		944		1,183		1,015
Total deposits		14,160		15,944		9,695		8,817		9,249		8,988		3,693		3,943		3,439		3,674
Shareholder’s equity:
Preferred equity		474		252		262		193		456		93		338		430		360		314
Common equity		1,293		1,101		1,146		1,158		1,449		1,635		293		303		261		222
Noncontrolling interests		–		1		–		–		–		–		–		–		–		–
Total shareholder’s equity		1,767		1,354		1,408		1,351		1,905		1,728		631		733		621		536
	Vectra				TCBW				Other				Consolidated Company
	2010		2009		2010		2009		2010		2009		2010		2009
CONDENSED INCOME STATEMENT
Net interest income	$	81.4	$	77.7	$	22.4	$	24.4	$	(227.2)	$	(42.2)	$	1,320.5	$	1,440.6
Provision for loan losses		21.4		56.0		11.8		18.4		0.6		1.5		678.9		1,626.2
Net interest income after provision for loan losses		60.0		21.7		10.6		6.0		(227.8)		(43.7)		641.6		(185.6)
Net impairment losses on investment securities		(1.3)		(2.2)		(0.3)		(0.3)		(71.4)		(115.3)		(73.0)		(181.1)
Loss on sale of investment securities to Parent		–		–		–		–		54.8		173.6		–		–
Valuation losses on securities purchased		–		–		–		–		–		(1.6)		–		(212.1)
Gain on subordinated debt exchange		–		–		–		–		14.5		–		14.5		–
Gain on subordinated debt modification		–		–		–		–		–		493.7		–		493.7
Acquisition related gains		–		–		–		–		–		–		–		169.1
Other noninterest income		22.7		24.1		1.9		8.1		(23.1)		(9.8)		385.7		468.6
Noninterest expense		68.7		73.4		12.2		12.1		37.9		31.7		1,275.5		1,230.3
Impairment loss on goodwill		–		–		–		–		–		0.7		–		634.0
Income (loss) before income taxes		12.7		(29.8)		(0.0)		1.7		(290.9)		464.5		(306.7)		(1,311.7)
Income tax expense (benefit)		8.4		(12.3)		(0.1)		0.4		(89.9)		160.2		(82.7)		(275.5)
Net income (loss)		4.3		(17.5)		0.1		1.3		(201.0)		304.3		(224.0)		(1,036.2)
Net income (loss) applicable to noncontrolling interests		–		–		–		–		(3.6)		(4.1)		(3.5)		(4.1)
Net income (loss) applicable to controlling interest		4.3		(17.5)		0.1		1.3		(197.4)		308.4		(220.5)		(1,032.1)
Preferred stock dividends		–		(0.2)		–		–		(84.8)		(75.7)		(84.8)		(78.3)
Preferred stock redemption		–		–		–		–		3.1		52.4		3.1		52.4
Net earnings (loss) applicable to common shareholders	$	4.3	$	(17.7)	$	0.1	$	1.3	$	(279.1)	$	285.1	$	(302.2)	$	(1,058.0)
AVERAGE BALANCE SHEET DATA
Total assets	$	2,338	$	2,541	$	826	$	820	$	(1,165)	$	(1,531)	$	51,734	$	54,314
Total securities		292		261		159		189		524		551		4,279		4,718
Net loans and leases		1,889		2,043		574		591		48		123		38,644		41,773
Allowance for loan losses		74		36		13		11		2		1		1,572		971
Goodwill, core deposit and other intangibles		–		–		–		–		1		8		1,119		1,354
Noninterest-bearing demand deposits		621		494		223		192		(25)		(11)		13,221		10,682
Total deposits		1,925		2,046		625		587		(866)		(1,182)		41,920		42,817
Shareholder’s equity:
Preferred equity		68		11		15		–		(320)		270		1,653		1,563
Common equity		198		179		70		75		(308)		(255)		4,402		4,418
Noncontrolling interests		–		–		–		–		10		24		10		25
Total shareholder’s equity		266		190		85		75		(618)		39		6,065		6,006

37

ZIONS BANCORPORATION AND SUBSIDIARIES

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING INFORMATION

Statements in Management’s Discussion and Analysis that are based on other than historical data are forward-looking, within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations or forecasts of future events and include, among others:

• statements with respect to the beliefs, plans, objectives, goals, guidelines, expectations, anticipations, and future financial condition, results of operations and performance of Zions Bancorporation (“the Parent”) and its subsidiaries (collectively “the Company,” “Zions,” “we,” “our,” “us”);

• statements preceded by, followed by or that include the words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “projects,” or similar expressions.

These forward-looking statements are not guarantees of future performance, nor should they be relied upon as representing management’s views as of any subsequent date. Forward-looking statements involve significant risks and uncertainties and actual results may differ materially from those presented, either expressed or implied, including, but not limited to, those presented in Management’s Discussion and Analysis. Factors that might cause such differences 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 without limitation the political and economic effects of the current economic crisis, delay of recovery from 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, bank failures, claims and assessments;

• changes in fiscal, monetary, regulatory, trade and tax policies and laws, and regulatory assessments and fees, including policies of the U.S. Department of Treasury, the Board of Governors of the Federal Reserve Board System (the “FRB” or the Federal Reserve Board), and the Federal Deposit Insurance Corporation (“FDIC”);

38

ZIONS BANCORPORATION AND SUBSIDIARIES

• the Company’s participation, lack of participation in, or exit from, 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”) and the Capital Purchase Program (“CPP”) 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 the EESA and the ARRA and related rules and regulations, and changes in those 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 the financial reform bill, known as the Dodd-Frank Wall Street Reform and Consumer Protection Act, and rules and regulations thereunder, most of which have not yet been promulgated;

• new capital and liquidity requirements, which U.S. regulatory agencies are expected to establish in response to new international standards known as Basel III;

• continuing consolidation in the financial services industry;

• new litigation or changes in existing litigation;

• 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 FDIC insurance coverage levels.

Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in the 2009 Annual Report on Form 10-K of Zions Bancorporation filed with the Securities and Exchange Commission (“SEC”) and available at the SEC’s Internet site (http://www.sec.gov).

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ZIONS BANCORPORATION AND SUBSIDIARIES

Except to the extent required by law, the Company specifically disclaims any obligation to update any factors or to publicly announce the result of revisions to any of the forward-looking statements included herein to reflect future events or developments.

CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES

The Company has made no significant changes in its critical accounting policies and significant estimates from those disclosed in its 2009 Annual Report on Form 10-K.

RESULTS OF OPERATIONS

The Company reported a net loss applicable to common shareholders of $80.5 million or $0.47 per diluted share for the third quarter of 2010 compared to a net loss applicable to common shareholders of $181.9 million or $1.43 per diluted share for the third quarter of 2009. The improved result is primarily due to a $381.3 million decrease in the provision for loan losses, a $35.4 million decline in the provision for unfunded lending commitments, a $32.8 million reduction in net impairment losses on investment securities, and a $16.2 million increase in other noninterest income. The positive impact of these developments was partially offset by a $146.2 million reduction in acquisition related gains, an $79.9 million decrease in fair value and nonhedge derivative income, a $68.9 million decline in income tax benefit, a $27.8 million increase in other noninterest expense, a $20.3 million reduction in net interest income, and a $13.8 million increase in other real estate expense.

Net loss applicable to common shareholders for the first nine months of 2010 was $302.2 million, or $1.87 per diluted share, compared to net loss applicable to common shareholders of $1,058.0 million, or $8.87 per diluted share for the first nine months of 2009. The significant reduction in net loss was mainly caused by a $947.3 million drop in provision for loan losses, a $634.0 million fall in impairment loss on goodwill, a $212.1 million decrease in valuation losses on securities purchased, a $108.1 million reduction in net impairment losses on investment securities, a $64.8 million decline in provision for unfunded lending commitments, a $15.0 million growth in other noninterest income, a $14.5 million increase in gain on subordinated debt exchange, and an $11.8 million improvement in dividends and other investment income. The impact of these events was partially offset by a $493.7 million reduction in gain on subordinated debt modification, a $192.8 million decrease in income tax benefit, a $169.1 million decline in acquisition related gains, a $120.1 million drop in net interest income, $103.6 million fall in fair value and nonhedge derivative income, a $46.8 million increase in other real estate expense, a $31.3 million growth in other noninterest expense, and a $23.3 million rise in credit related expense.

During the second quarter of 2009, the Company executed a subordinated debt modification and exchange transaction which resulted in an initial discount of approximately $666 million on the modified convertible subordinated debt, which included the following components:

• The fair value discount on the debt, and

• The value of the beneficial conversion feature added – the right of the debt holder to convert the debt into preferred stock.

This discount has been and will continue to be amortized as interest expense over the remaining life of the debt. However, if debt holders exercise their option to convert their debt securities to preferred stock, the amortization of the discount will be accelerated at the time of conversion. Thus, each quarter’s expenses include:

• Ongoing amortization expense related to modified, but unconverted debt,

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• Accelerated amortization expense related to debt that converts in the quarter, a portion of which is not tax deductible.

These expenses do not reflect the ongoing operations of the Company. Excluding the impact of these ongoing nonoperational expenses, net loss before income taxes decreased to $36.5 million in the third quarter of 2010 from $228.7 million and $61.1 million in the third quarter of 2009 and second quarter of 2010, respectively.

	Three Months Ended
(In thousands)	September 30, 2010		June 30, 2010		March 31, 2010		December 31, 2009		September 30, 2009		June 30, 2009
Income (loss) before income taxes (GAAP)	$	(78,637)	$	(136,259)	$	(91,781)	$	(311,296)	$	(257,717)	$	(75,699)
Gain on subordinated debt modification								(15,220)				(493,725)
Convertible subordinated debt discount amortization		14,711		14,728		14,761		13,735		13,220		–
Accelerated convertible subordinated debt discount amortization		27,462		60,481		11,182		19,967		15,762		–
Income (loss) before income taxes and subordinated debt modification and conversions (non-GAAP)	$	(36,464)	$	(61,050)	$	(65,838)	$	(292,814)	$	(228,735)	$	(569,424)

The impact of these conversions of convertible subordinated debt into preferred stock is further detailed in the “Capital Management” section.

Net Interest Income, Margin and Interest Rate Spreads

Net interest income is the difference between interest earned on interest-bearing assets and interest incurred on interest-bearing liabilities. Taxable-equivalent net interest income for the third quarter of 2010 was $457.2 million while it had been $478.1 million for the comparable period of 2009. This decline reflects the effect of many factors, including lower balances of interest-earning assets, higher balances of money market investments, higher discount amortization and higher accelerated discount amortization on convertible subordinated debt, partially offset by better-than expected performance of loans acquired from the FDIC, lower balances of and lower interest rates paid on interest bearing deposits. On March 31, 2010, the balance of nonaccrual loans (excluding FDIC-supported loans) had reached $2.1 billion, but as of September 30, 2010 the amount has declined to $1.8 billion. The decrease is the result of fewer loans becoming non-accruing and the resolution of problem credits, as well as write-downs and collections of existing loans.

By its nature, net interest income is especially vulnerable to changes in the mix and amounts of interest-earning assets and interest-bearing liabilities. In addition, changes in the interest rates and yields associated with these assets and liabilities significantly impacted net interest income. During the first nine months of 2010, customer deposits decreased at a slower rate than the decrease in loan balances. The Company has undertaken efforts to actively reduce the excess liquidity while preserving key customer relationships. See “Interest Rate and Market Risk Management” for further discussion of how we manage the portfolios of interest-earning assets, interest-bearing liabilities, and associated risk.

A gauge that we use to measure the Company’s success in managing its net interest income is the level and stability of the net interest margin. The net interest margin was 3.84% for the third quarter of 2010, compared to 3.58% for the second quarter of 2010 and 3.91% for the third quarter of 2009. During the third quarter of 2010, the net interest margin was negatively impacted by 23 basis points by the accelerated discount amortization resulting from the conversion of convertible subordinated debt to preferred stock, and by 12 basis points for the discount amortization related to the convertible subordinated debt. This unfavorable impact was partially mitigated by increased interest income resulting from the accretion on acquired loans based on increased projected cash flows, and by the low cost of noninterest-bearing deposit funding.

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The Company believes that the core net interest margin is more reflective of its operating performance than the reported net interest margin. The core net interest margin is calculated by excluding the impact of discount amortization on convertible subordinated debt, accelerated discount amortization on convertible subordinated debt, and additional accretion of interest income on acquired loans from the net interest margin. The core net interest margin was 4.03% and 4.14% for the third and second quarters of 2010, respectively, and 4.13% for third quarter of 2009.

The spread on average interest-bearing funds for the third quarter of 2010 was 3.26%, compared to 2.89% for the second quarter of 2010 and 3.44% for the third quarter of 2009. The spread on average interest-bearing funds for the third quarter of 2010 was affected by the same factors that had an impact on the net interest margin.

The net interest margin will continue to be adversely affected in future quarters due to the level of nonperforming assets and the amortization and accelerated amortization of debt discount related to the debt modification transactions that occurred in 2009. These transactions resulted in a discount on the modified convertible subordinated debt, which as of September 30, 2010 was $472.9 million. This discount is 49.5% of the total $954.5 million of outstanding convertible subordinated notes and will be amortized as interest expense over the remaining life of the debt using the interest method. If debt holders exercise their options to convert debt to preferred stock in future periods, the amortization of the discount will be accelerated at the time of conversion.

The Company expects to continue its efforts over the long run to maintain a slightly “asset-sensitive” position with regard to interest rate risk. However, because of the current low interest rate environment, the Company has allowed its balance sheet to become more asset-sensitive than has historically been the case. With interest rates at historically low levels, there is also a reduced need to protect against falling interest rates. Our estimates of the Company’s actual rate risk position are highly dependent upon a number of assumptions regarding the re-pricing behavior of various deposit and loan types in response to changes in both short-term and long-term interest rates, balance sheet composition, and other modeling assumptions, as well as the actions of competitors and customers in response to those changes. Further detail on interest rate risk is discussed in the Company’s 2009 Annual Report on Form 10-K in Interest Rate Risk on page 117 and in this filing in “Interest Rate Risk.”

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CONSOLIDATED AVERAGE BALANCE SHEETS, YIELDS AND RATES

(Unaudited)

	Three Months Ended September 30, 2010							Three Months Ended September 30, 2009
(In thousands)	Average balance		Amount of interest 1		Average rate			Average balance		Amount of interest 1		Average rate
ASSETS
Money market investments	$	5,192,847	$	3,487		0.27	%	$	1,861,523	$	1,195		0.25	%
Securities:
Held-to-maturity		843,268		8,789		4.14	%		914,648		13,797		5.98	%
Available-for-sale		3,282,056		22,199		2.68	%		3,749,566		26,275		2.78	%
Trading account		59,216		542		3.63	%		94,658		842		3.53	%
Total securities		4,184,540		31,530		2.99	%		4,758,872		40,914		3.41	%
Loans held for sale		188,794		2,223		4.67	%		194,596		2,434		4.96	%
Loans:
Net loans and leases excluding FDIC-supported loans 2		36,525,416		515,419		5.60	%		40,246,789		570,652		5.63	%
FDIC-supported loans		1,149,976		34,572		11.93	%		1,494,857		22,562		5.99	%
Total loans and leases		37,675,392		549,991		5.79	%		41,741,646		593,214		5.64	%
Total interest-earning assets		47,241,573		587,231		4.93	%		48,556,637		637,757		5.21	%
Cash and due from banks		1,063,000							1,187,594
Allowance for loan losses		(1,556,558)							(1,317,078)
Goodwill		1,015,161							1,017,387
Core deposit and other intangibles		97,741							126,614
Other assets		3,917,955							3,923,371
Total assets	$	51,778,872						$	53,494,525
LIABILITIES
Interest-bearing deposits:
Savings and NOW	$	6,186,704		5,060		0.32	%	$	5,162,852		5,262		0.40	%
Money market		15,584,312		24,840		0.63	%		17,538,319		49,292		1.12	%
Time under $100,000		2,103,818		6,623		1.25	%		2,954,680		16,612		2.23	%
Time $100,000 and over		2,462,904		7,495		1.21	%		4,363,017		22,690		2.06	%
Foreign		1,563,090		2,350		0.60	%		1,901,789		3,478		0.73	%
Total interest-bearing deposits		27,900,828		46,368		0.66	%		31,920,657		97,334		1.21	%
Borrowed funds:
Securities sold, not yet purchased		38,789		423		4.33	%		45,866		590		5.10	%
Federal funds purchased and security repurchase agreements		873,954		315		0.14	%		1,708,888		1,207		0.28	%
FHLB advances and other borrowings:
One year or less		210,235		2,828		5.34	%		47,965		528		4.37	%
Over one year		18,415		220		4.74	%		18,854		228		4.80	%
Long-term debt		1,927,360		79,905		16.45	%		1,955,725		59,735		12.12	%
Total borrowed funds		3,068,753		83,691		10.82	%		3,777,298		62,288		6.54	%
Total interest-bearing liabilities		30,969,581		130,059		1.67	%		35,697,955		159,622		1.77	%
Noninterest-bearing deposits		13,786,784							11,428,774
Other liabilities		601,439							517,200
Total liabilities		45,357,804							47,643,929
Shareholders’ equity:
Preferred equity		1,819,889							1,518,289
Common equity		4,601,920							4,309,497
Controlling interest shareholders’ equity		6,421,809							5,827,786
Noncontrolling interest		(741)							22,810
Total shareholders’ equity		6,421,068							5,850,596
Total liabilities and shareholders’ equity	$	51,778,872						$	53,494,525
Spread on average interest-bearing funds						3.26	%						3.44	%
Taxable-equivalent net interest income and net yield on interest-earning assets			$	457,172		3.84	%			$	478,135		3.91	%

¹ Taxable-equivalent rates used where applicable.

² Net of unearned income and fees, net of related costs. Loans include nonaccrual and restructured loans.

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CONSOLIDATED AVERAGE BALANCE SHEETS, YIELDS AND RATES (Continued)

(Unaudited)

	Nine Months Ended September 30, 2010							Nine Months Ended September 30, 2009
(In thousands)	Average balance		Amount of interest 1		Average rate			Average balance		Amount of interest 1		Average rate
ASSETS
Money market investments	$	3,768,631	$	7,527		0.27	%	$	2,251,822	$	6,114		0.36	%
Securities:
Held-to-maturity		876,901		33,703		5.14	%		1,394,335		60,627		5.81	%
Available-for-sale		3,341,349		68,251		2.73	%		3,247,096		80,277		3.31	%
Trading account		60,985		1,674		3.67	%		76,914		2,236		3.89	%
Total securities		4,279,235		103,628		3.24	%		4,718,345		143,140		4.06	%
Loans held for sale		178,314		6,523		4.89	%		231,662		8,272		4.77	%
Loans:
Net loans and leases excluding FDIC-supported loans 2		37,375,465		1,564,403		5.60	%		40,869,880		1,728,742		5.66	%
FDIC-supported loans		1,268,797		80,311		8.46	%		903,494		40,526		6.00	%
Total loans and leases		38,644,262		1,644,714		5.69	%		41,773,374		1,769,268		5.66	%
Total interest-earning assets		46,870,442		1,762,392		5.03	%		48,975,203		1,926,794		5.26	%
Cash and due from banks		1,261,657							1,262,255
Allowance for loan losses		(1,572,138)							(971,468)
Goodwill		1,015,161							1,227,331
Core deposit and other intangibles		104,145							126,380
Other assets		4,055,102							3,694,381
Total assets	$	51,734,369						$	54,314,082
LIABILITIES
Interest-bearing deposits:
Savings and NOW	$	6,019,848		15,450		0.34	%	$	4,876,646		16,353		0.45	%
Money market		16,127,412		84,963		0.70	%		17,602,491		177,703		1.35	%
Time under $100,000		2,237,947		22,646		1.35	%		2,999,739		57,659		2.57	%
Time $100,000 and over		2,653,117		24,688		1.24	%		4,580,349		84,651		2.47	%
Foreign		1,660,104		7,450		0.60	%		2,075,197		15,726		1.01	%
Total interest-bearing deposits		28,698,428		155,197		0.72	%		32,134,422		352,092		1.46	%
Borrowed funds:
Securities sold, not yet purchased		43,460		1,465		4.51	%		42,425		1,666		5.25	%
Federal funds purchased and security repurchase agreements		960,071		1,182		0.16	%		2,027,743		4,648		0.31	%
FHLB advances and other borrowings:
One year or less		189,483		7,472		5.27	%		376,740		5,692		2.02	%
Over one year		16,583		610		4.92	%		60,458		2,507		5.54	%
Long-term debt		1,972,746		259,360		17.58	%		2,440,626		101,952		5.59	%
Total borrowed funds		3,182,343		270,089		11.35	%		4,947,992		116,465		3.15	%
Total interest-bearing liabilities		31,880,771		425,286		1.78	%		37,082,414		468,557		1.69	%
Noninterest-bearing deposits		13,221,238							10,682,344
Other liabilities		567,423							543,197
Total liabilities		45,669,432							48,307,955
Shareholders’ equity:
Preferred equity		1,652,452							1,562,994
Common equity		4,402,098							4,417,885
Controlling interest shareholders’ equity		6,054,550							5,980,879
Noncontrolling interests		10,387							25,248
Total shareholders’ equity		6,064,937							6,006,127
Total liabilities and shareholders’ equity	$	51,734,369						$	54,314,082
Spread on average interest-bearing funds						3.25	%						3.57	%
Taxable-equivalent net interest income and net yield on interest-earning assets			$	1,337,106		3.81	%			$	1,458,237		3.98	%

¹ Taxable-equivalent rates used where applicable.

² Net of unearned income and fees, net of related costs. Loans include nonaccrual and restructured loans.

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Provisions for Credit Losses

The provision for loan losses is the amount of expense that, in our judgment, is required to maintain the allowance for loan losses at an adequate level based upon the inherent risks in the loan portfolio. The provision for unfunded lending commitments is used to maintain the reserve for unfunded lending commitments at an adequate level based upon the inherent risks associated with such commitments. The reserve for unfunded lending commitments is separately included with other liabilities in the balance sheet. In determining adequate levels of the allowance and reserve, we perform periodic evaluations of the Company’s various portfolios, the levels of actual charge-offs, and statistical trends and other economic factors. See “Credit Risk Management” for more information on how we determine the appropriate level for the allowance for loan and lease losses and the reserve for unfunded lending commitments.

The provision for loan losses for the third quarter of 2010 was $184.7 million compared to $565.9 million for the same period in 2009, and is 19.2% lower than the second quarter 2010 provision of $228.7 million. The decrease in the provision reflected an improvement in the credit quality metrics of the loan portfolio.

Net loan and lease charge-offs fell to $235.7 million in the third quarter of 2010, compared to $381.3 million in the third quarter of 2009. Net charge-offs in the second quarter of 2010 were $255.2 million. See “Nonperforming Assets” and “Allowance and Reserve for Credit Losses” for further details.

The provision for unfunded lending commitments was $1.1 million for the third quarter of 2010, while the provision had been $36.5 million in the third quarter of 2009. During the first quarter of 2010, the Company had released $20.1 million from the reserve due to a decrease in such commitments. From period to period, the amounts of unfunded lending commitments may be subject to sizeable fluctuations due to changes in the timing and volume of loan commitments, originations, and fundings.

The provision for loan losses for the nine months ended September 30, 2010 dropped to $678.9 million, a 58.3% decrease from the $1,626.2 million incurred in the comparable period in 2009. Net loan and lease charge-offs were $718.0 million for the first nine months of 2010, and $880.5 million for the same period in 2009. During the first nine months of 2010, the Company decreased the reserve for unfunded lending commitments resulting in a $64.8 million reduction in the provision for unfunded lending commitments when compared to the first nine months of 2009. Explanations previously provided for the quarterly changes also apply to the year-to-date changes.

Although the quality of the loan portfolio continues to be a concern, most measures of credit quality have shown some improvement or signs of stabilization during the second and third quarters of 2010, but with variations among geographies and loan types. During the first nine months of 2010, the Company experienced a decrease in “special mention”, nonaccrual, and adversely graded loans, as well as improvements in other credit metrics.

Noninterest Income

For the third quarter of 2010, noninterest income was $110.2 million compared to $270.7 million for the third quarter of 2009. The decrease is mostly due a $146.2 million decrease in the gain recognized as a result of the FDIC asset purchase executed during the third quarter of 2009, a $79.9 million decrease in fair value and nonhedge derivative income, partially offset by a $32.8 million decrease in net impairment losses on investment securities, and a $16.2 million increase in other noninterest income. Other significant changes in income that contributed to the change for the third quarter of 2010 are discussed below.

Service charges and fees on deposit accounts decreased to $49.7 million from $54.5 million earned during the third quarter of 2009. This decline is a reflection of the decrease in deposits, as well as a decrease in non-sufficient-funds fees and overdraft fees. Non-sufficient-funds fees and overdraft fees may continue to decline in the fourth quarter of 2010 due to the provisions of the Dodd-Frank Bill. Customers are now required to specifically request overdraft protection for their accounts.

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Capital markets and foreign exchange income for the third quarter of 2010 increased by 8.7% to $13.2 million from the $12.1 million earned during the third quarter of 2009 due to increased trading income.

Dividends and other investment income grew by $6.3 million in the third quarter of 2010 from the $2.6 million earned in corresponding period in the prior year. The increase is mainly attributable to an $8.4 million increase in income generated by noninterest bearing investments in various companies and investment funds, a portion of which was offset by a $2.1 million decrease in earnings from bank owned life insurance.

Loan sales and servicing income for the third quarter of 2010 increased to $8.4 million from $2.4 million earned in the same period during 2009. The increase is primarily the result of increased gains on loan sales and an increase in mortgage servicing income.

Fair value and nonhedge derivative loss was $21.9 million for the third quarter of 2010 compared to income of $58.1 million for the third quarter of 2009. The decrease is primarily caused by a $36.0 million decrease in acceleration of OCI amounts reclassified to income, which related to terminated hedges, and the $22.8 million negative fair value of the total return swap agreement entered into during the third quarter of 2010.

Net gains from fixed income securities increased by $6.5 million for the third quarter of 2010 from the $1.9 million earned in the corresponding period in 2009. The increase is attributable to a sale of certain auction rate securities, which had been redeemed from customers in 2009. These securities had been previously written down, but were sold at par.

The Company recognized net impairment losses on investment securities of $23.7 million during the third quarter of 2010 compared to $56.5 million during the corresponding period in 2009. The total impairment loss for the third quarter of 2010 was $73.1 million and included $49.4 million of noncredit-related OTTI which was charged against OCI. These OTTI losses were for certain CDOs, including bank and insurance CDOs. See “Investment Securities Portfolio” for additional information, including certain changes in modeling assumptions that resulted from the passage of the Dodd-Frank Act and their impact.

Other noninterest income was $20.2 million for the third quarter of 2010, compared to $4.0 million during the same period in 2009. In September 2010, the Company sold substantially all of the assets of a wholly-owned subsidiary, NetDeposit, to BServ, Inc. The sale generated a pre-tax gain of approximately $13.9 million, which is recorded in other noninterest income.

The sale of NetDeposit’s assets is expected to decrease future quarterly noninterest income by $3.4 million and decrease noninterest expenses by $6.0 million, thus having a positive impact on pretax income of $2.6 million

During the first nine months of 2010, the Company earned $327.2 million of noninterest income, compared to $738.2 million in the same period in 2009. Explanations previously provided for the quarterly changes also apply to the year-to-date changes. Additional explanations of variances follow.

Other service charges, commissions, and fees increased by $6.5 million during the first nine months of 2010 compared to the $117.8 million earned during the first nine months of 2009. Some of the fees which contributed to this fluctuation were increased loan fees, ATM fees, credit card fees, and accounts receivable factoring fees.

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Capital markets and foreign exchange income for the first nine months of 2010 was $32.4 million, compared to $41.6 million for the corresponding period in 2009. The decrease is caused mainly by a decline in income from trading fixed income corporate bonds and commissions, partially offset by a decrease in unrealized foreign exchange losses.

For the first nine months of 2010, the Company suffered $5.7 million of net losses from investments in equity securities, while it had earned a $0.3 million gain during the same period in 2009. The majority of the losses recognized in 2010 are unrealized losses caused by investments in equity securities of several venture funds.

In the first quarter of 2010, the Company exchanged $55.6 million of nonconvertible subordinated debt for 2,165,391 shares of common stock, resulting in a $14.5 million gain.

Noninterest Expense

Noninterest expense for the third quarter of 2010 was $456.0 million, an increase of 4.9% from $434.7 million for the third quarter of 2009. The increase is primarily due to a $27.8 million increase in other noninterest expense, a $13.8 million increase in other real estate expense, a $5.9 million increase in FDIC premiums, and a $5.6 million increase in credit related expense, partially offset by a $35.4 million reduction in provision for unfunded lending commitments.

Salaries and employee benefits were $208.0 million for the third quarter of 2010, and had increased by only 1.2% from the $205.4 million incurred in the third quarter of 2009.

Other real estate expense increased by $13.8 million from the $30.4 million incurred in the third quarter of 2009. The increase is primarily due the active management of the OREO portfolio and increased write-downs of OREO asset values, partially offset by an increase in net gains from property sales. Most of the increase in OREO expenses occurred in Utah, Texas, and Arizona, partially mitigated by a decrease in California.

Credit related expense includes costs incurred during the foreclosure process prior to the Company obtaining the title to the collateral and recording the asset in OREO, and other out-of-pocket costs related to the management of problem loans and other assets. These costs were $17.4 million for the third quarter of 2010, compared to $11.8 million in the corresponding period in 2009. The increase is a reflection the Company’s stepped-up effort to resolve problem loans, and to liquidate OREO.

The provision for unfunded lending commitments decreased by $35.4 million during the third quarter of 2010 when compared to the corresponding period of 2009. The decrease is due to reduced levels of such commitments.

FDIC premiums were $25.7 million for the third quarter of 2010, compared to $19.8 million in the same period in 2009. The increase is caused by higher FDIC premiums.

Other noninterest expense for the third quarter of 2010 was $83.5 million, compared to $55.8 million during the corresponding period in 2009. The increase was mostly caused by a one-time structuring fee related to the TRS transaction, and a write-down of the FDIC indemnification asset attributable to loans purchased from the FDIC during 2009. The loans have performed better than expected, and therefore the indemnification asset has declined in value.

For the first nine months of 2010, noninterest expense totaled $1,275.5 million while they had been $1,230.4 million in the corresponding period in 2009. Explanations previously provided for the quarterly changes also apply to the year-to-date changes. At September 30, 2010, the Company had 10,553 full-time equivalent employees, compared to 10,616 at September 30, 2009.

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Income Taxes

The Company’s income tax benefit for the third quarter of 2010 was $31.2 million compared to an income tax benefit of $100.0 million for the same period in 2009. The effective income tax rates, including the effects of noncontrolling interests, for the third quarter of 2010 and 2009 were 39.7% and 39.2% and the first nine months of 2010 and 2009 were 27.3% and 21.1%. The tax rate through the third quarter of 2010 as compared to the tax rate through the same period of 2009 was impacted by the proportional increase of nontaxable items relative to the loss before income taxes. This increased tax benefit rate for 2010 was reduced by the taxable surrender of certain bank-owned life insurance policies and the non-deductibility of a portion of the accelerated discount amortization from the conversion of subordinated debt to preferred stock during the second and third quarters of 2010. The lower tax rate for the first nine months of 2009 is mainly due to nondeductible goodwill impairment charges. As discussed in previous filings, the Company has received federal income tax credits under the U.S. Government’s Community Development Financial Institutions Fund that are recognized over a seven-year period from the year of investment. The effect of these tax credits was to increase income tax benefit by $1.5 million for the third quarters of both 2010 and 2009.

The Company had a net deferred tax asset (“DTA”) balance of approximately $585 million at September 30, 2010 compared to $498 million at December 31, 2009. The increase in the net DTA has resulted primarily from items related to nonaccruing loans, securities, OREO, and the decrease in the deferred tax liability related to the nondeductibility of a portion of the accelerated discount amortization from the conversion of subordinated debt to preferred stock. The Company did not record a valuation allowance for GAAP purposes as of September 30, 2010. In assessing the need for a valuation allowance, both the positive and negative evidence about the realization of DTAs were evaluated. The ultimate realization of DTAs is based on the Company’s ability to carry-back net operating losses to prior tax periods, tax planning strategies that are prudent and feasible and current forecasts of future taxable income, including the reversal of deferred tax liabilities (“DTLs”), which can absorb losses generated in or carried forward to a particular tax year. After evaluating all of the factors and considering the weight of the positive evidence compared to the negative evidence, management has concluded it is more likely than not that the Company will realize the existing DTAs and that a valuation allowance is not needed. In addition, the Company has pursued strategies which may have the effect of mitigating the future possibility of a DTA valuation allowance.

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BALANCE SHEET ANALYSIS

Interest-Earning Assets

Interest-earning assets are those assets that have interest rates or yields associated with them. One of our goals is to maintain a high level of interest-earning assets relative to total assets, while keeping nonearning assets at a minimum. Interest-earning assets consist of money market investments, securities, loans, and leases. Another one of our goals is to maintain a higher-yielding mix of interest earning assets, such as loans, relative to lower-yielding assets, such as money market investments and securities. The recent and current period of economic weakness and historically weak loan demand has made it difficult to consistently achieve these goals.

Average interest-earning assets decreased by 4.3% to $46.9 billion for the first nine months of 2010 compared to $49.0 billion for the same period in 2009. Average interest-earning assets as a percentage of total average assets for the first nine months of 2010 was 90.6% compared to 90.2% for the comparable period of 2009.

Average money market investments, consisting of interest-bearing deposits and commercial paper, federal funds sold and security resell agreements, increased by 67.4% to $3.8 billion for the first nine months of 2010 compared to $2.3 billion for the same period of 2009. Average securities decreased by 9.3%, and average net loans and leases decreased by 7.5% for the first nine months of 2010 compared to the first nine months of 2009. These fluctuations are a reflection of decreased customer deposits, lower investment in held-to-maturity securities, and decreased customer demand for new and refinanced loans.

Investment Securities Portfolio

We invest in securities both to generate revenues for the Company and to manage liquidity. The following schedules present a profile of the Company’s investment portfolios at September 30, 2010, December 31, 2009, and September 30, 2009, with asset-backed securities classified by credit ratings. The amortized cost amounts represent the Company’s original cost for the investments, adjusted for accumulated amortization or accretion of any yield adjustments related to the security and credit impairment losses. The estimated fair value measurement levels and methodology are discussed in detail in Note 11 of the Notes to Consolidated Financial Statements.

The first two tables present the Company’s asset-backed securities, classified by the highest of the ratings and the lowest of the ratings from any of Moody’s Investors Service, Fitch Ratings or Standard & Poors. During the first nine months of 2010, the Company continued to observe a large variance in ratings on these securities among the various rating agencies.

In the discussion of our investment portfolio below, we have included certain credit rating information because the information is one indication of the degree of credit risk to which we are exposed, and significant changes in ratings classifications for our investment portfolio could indicate an increased level of risk for us.

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INVESTMENT SECURITIES PORTFOLIO

ASSET-BACKED SECURITIES CLASSIFIED AT HIGHEST CREDIT RATING*

As of September 30, 2010

(In millions)	Par value		Amortized cost		Net unrealized gains  (losses) recognized in OCI 1		Carrying value		Net unrealized gains (losses) not recognized in OCI 1		Estimated fair value
Held-to-maturity:
Municipal securities	$	580	$	577	$	–	$	577	$	9	$	586
Asset-backed securities:
Trust preferred securities – predominately bank
Noninvestment grade		88		88		(11)		77		(31)		46
Noninvestment grade – OTTI/PIK’d 2		2		1		(1)		–		1		1
		90		89		(12)		77		(30)		47
Trust preferred securities – predominately insurance
Noninvestment grade		176		176		(14)		162		(29)		133
		176		176		(14)		162		(29)		133
Other
AAA rated		3		3		–		3		–		3
Noninvestment grade		21		19		(1)		18		(7)		11
Noninvestment grade – OTTI/PIK’d 2		12		7		(3)		4		(1)		3
		36		29		(4)		25		(8)		17
		882		871		(30)		841		(58)		783
Available-for-sale:
U.S. Treasury securities		49		49		–		49				49
U.S. Government agencies and corporations:
Agency securities		202		203		6		209				209
Agency guaranteed mortgage-backed securities		338		341		14		355				355
Small Business Administration loan-backed securities		793		844		(2)		842				842
Municipal securities		181		178		5		183				183
Asset-backed securities:
Trust preferred securities – predominately bank
AAA rated		11		10		–		10				10
AA rated		114		78		16		94				94
A rated		365		301		(17)		284				284
BBB rated		252		205		(42)		163				163
Noninvestment grade		351		317		(100)		217				217
Noninvestment grade – OTTI/PIK’d 2		983		723		(478)		245				245
		2,076		1,634		(621)		1,013				1,013
Trust preferred securities – predominately insurance
AAA rated		5		5		(1)		4				4
AA rated		103		95		(2)		93				93
Not rated		1		–		4		4				4
Noninvestment grade		194		194		(64)		130				130
		303		294		(63)		231				231
Trust preferred securities – single banks
A rated		1		1		–		1				1
Not rated		25		25		(4)		21				21
		26		26		(4)		22				22
Trust preferred securities – real estate investment trusts
Noninvestment grade		25		16		(2)		14				14
Noninvestment grade – OTTI/PIK’d 2		70		34		(29)		5				5
		95		50		(31)		19				19
Auction rate securities
AAA rated		141		131		1		132				132
BBB rated		3		3		–		3				3
		144		134		1		135				135
Other
AAA rated		41		39		(5)		34				34
A rated		29		29		(1)		28				28
Noninvestment grade		6		4		(1)		3				3
Noninvestment grade – OTTI/PIK’d 2		97		36		(18)		18				18
		173		108		(25)		83				83
		4,380		3,861		(720)		3,141				3,141
Other securities:
Mutual funds and stock		155		155		–		155				155
		4,535		4,016		(720)		3,296				3,296
Total	$	5,417	$	4,887		$  (750)	$	4,137	$	(58)	$	4,079

* Ratings categories include entire range. For example, “A rated” includes A+, A and A-. Split rated securities with more than one rating are categorized at the highest rating level.

¹ Other comprehensive income. All amounts reported are pretax.

² Consists of securities determined to have OTTI and/or securities whose most recent interest payment was capitalized as opposed to being paid in cash, as permitted under the terms of the security. This capitalization feature is known as Payment In Kind (“PIK”) and where exercised the security is called PIK’d.

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INVESTMENT SECURITIES PORTFOLIO

ASSET-BACKED SECURITIES CLASSIFIED AT LOWEST CREDIT RATING*

As of September 30, 2010

(In millions)	Par value		Amortized cost		Net unrealized gains (losses) recognized in OCI 1		Carrying value		Net unrealized gains (losses) not recognized in OCI 1		Estimated fair value
Held-to-maturity:
Municipal securities	$	580	$	577	$	–	$	577	$	9	$	586
Asset-backed securities:
Trust preferred securities – predominately bank
Noninvestment grade		88		88		(11)		77		(31)		46
Noninvestment grade – OTTI/PIK’d 2		2		1		(1)		–		1		1
		90		89		(12)		77		(30)		47
Trust preferred securities – predominately insurance
Noninvestment grade		176		176		(14)		162		(29)		133
		176		176		(14)		162		(29)		133
Other
A rated		3		3		–		3		–		3
Noninvestment grade		21		19		(1)		18		(7)		11
Noninvestment grade – OTTI/PIK’d 2		12		7		(3)		4		(1)		3
		36		29		(4)		25		(8)		17
		882		871		(30)		841		(58)		783
Available-for-sale:
U.S. Treasury securities		49		49		–		49				49
U.S. Government agencies and corporations:
Agency securities		202		203		6		209				209
Agency guaranteed mortgage-backed securities		338		341		14		355				355
Small Business Administration loan-backed securities		793		844		(2)		842				842
Municipal securities		181		178		5		183				183
Asset-backed securities:
Trust preferred securities – predominately bank
A rated		1		1		–		1				1
BBB rated		114		78		15		93				93
Noninvestment grade		978		832		(158)		674				674
Noninvestment grade – OTTI/PIK’d 2		983		723		(478)		245				245
		2,076		1,634		(621)		1,013				1,013
Trust preferred securities – predominately insurance
AA rated		71		64		1		65				65
A rated		5		5		(1)		4				4
Not rated		1		–		4		4				4
Noninvestment grade		226		225		(67)		158				158
		303		294		(63)		231				231
Trust preferred securities – single banks
BBB rated		1		1		–		1				1
Not rated		25		25		(4)		21				21
		26		26		(4)		22				22
Trust preferred securities – real estate investment trusts
Noninvestment grade		25		16		(2)		14				14
Noninvestment grade – OTTI/PIK’d 2		70		34		(29)		5				5
		95		50		(31)		19				19
Auction rate securities
AAA rated		141		131		1		132				132
Noninvestment grade		3		3		–		3				3
		144		134		1		135				135
Other
AAA rated		23		22		(4)		18				18
AA rated		16		16		(2)		14				14
A rated		29		28		–		28				28
BBB rated		2		2		–		2				2
Noninvestment grade		6		4		(1)		3				3
Noninvestment grade – OTTI/PIK’d 2		97		36		(18)		18				18
		173		108		(25)		83				83
		4,380		3,861		(720)		3,141				3,141
Other securities:
Mutual funds and stock		155		155		–		155				155
		4,535		4,016		(720)		3,296				3,296
Total	$	5,417	$	4,887	$	(750)	$	4,137	$	(58)	$	4,079

* Ratings categories include entire range. For example, “A rated” includes A+, A and A-. Split rated securities with more than one rating are categorized at the lowest rating level.

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¹ Other comprehensive income. All amounts reported are pretax.

² Consists of securities determined to have OTTI and/or securities whose most recent interest payment was capitalized as opposed to being paid in cash, as permitted under the terms of the security. This capitalization feature is known as Payment In Kind (“PIK”) and where exercised the security is called PIK’d.

	September 30, 2010						December 31, 2009						September 30, 2009
(In millions)	Amortized cost		Carrying value		Estimated fair value		Amortized cost		Carrying value		Estimated fair value		Amortized cost		Carrying value		Estimated fair value
HELD-TO-MATURITY:
Municipal securities	$	577	$	577	$	586	$	606	$	606	$	609	$	611	$	611	$	616
Asset-backed securities:
Trust preferred securities - banks and insurance		265		239		180		265		239		208		266		240		202
Other		29		25		17		30		25		16		31		26		18
	$	871	$	841	$	783	$	901	$	870	$	833	$	908	$	877	$	836
AVAILABLE-FOR-SALE:
U.S. Treasury securities	$	49	$	49	$	49	$	26	$	26	$	26	$	41	$	41	$	41
U.S. Government agencies and corporations:
Agency securities		203		209		209		243		249		249		243		249		249
Agency guaranteed mortgage-backed securities		341		355		355		374		385		385		386		398		398
Small Business Administration loan-backed securities		844		842		842		782		768		768		799		780		780
Municipal securities		178		183		183		237		242		242		241		246		246
Asset-backed securities:
Trust preferred securities – banks and insurance		1,954		1,266		1,266		2,023		1,361		1,361		2,134		1,391		1,391
Trust preferred securities – real estate investment trusts		50		19		19		56		24		24		68		27		27
Auction rate securities		134		135		135		160		160		160		165		165		165
Other		108		83		83		127		77		77		147		95		95
		3,861		3,141		3,141		4,028		3,292		3,292		4,224		3,392		3,392
Other securities:
Mutual funds and stock		155		155		155		364		364		364		155		155		155
		4,016		3,296		3,296		4,392		3,656		3,656		4,379		3,547		3,547
Total	$	4,887	$	4,137	$	4,079	$	5,293	$	4,526	$	4,489	$	5,287	$	4,424	$	4,383

The amortized cost of investment securities on September 30, 2010 decreased by 7.7% and 7.6% from the balances on December 31, 2009 and September 30, 2009, respectively. The change from December 31, 2009 to September 30, 2010 was primarily due to a reduction in mutual funds and stock, as well as OTTI write-downs on AFS securities.

On September 30, 2010, 5.9% of the $3.3 billion of fair value of available-for-sale securities portfolio was valued at Level 1, 48.2% was valued at Level 2, and 45.9% was valued at Level 3 under the GAAP fair value accounting valuation hierarchy. See Note 11 of the Notes to Consolidated Financial Statements for further discussion of fair value accounting.

The amortized cost of available-for-sale investment securities valued at Level 3 was $2,257 million and the fair value of these securities was $1,512 million. The securities valued at Level 3 were comprised of ABS CDOs and auction rate securities. For these Level 3 securities, net pretax unrealized loss recognized in OCI at the end of the third quarter of 2010 was $745 million. As of September 30, 2010, we believe that we will receive on settlement or maturity the amortized cost amounts of the Level 3 available-for-sale securities for which no OTTI has been recognized.

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Valuation and Sensitivity Analysis of Level 3 Bank and Insurance CDOs

The following schedule sets forth the sensitivity of the current CDO fair values, using an internal model, to changes in the most significant assumptions utilized in the model:

SENSITIVITY OF BANK AND INSURANCE CDO VALUATIONS TO ADVERSE

CHANGES IN CURRENT MODEL KEY VALUATION ASSUMPTIONS

		Bank and insurance CDOs at Level 3
(Amounts in millions)		Held-to-maturity				Available-for-sale
Fair value balance at September 30, 2010		$	180			$	1,186
Expected collateral credit losses 1
		Incremental		Cumulative		Incremental		Cumulative
Weighted average:
Loss percentage from currently defaulted or deferring collateral 2					4.2%				19.6%
Projected loss percentage from currently performing collateral
1-year			0.4%		4.6%		0.8%		20.4%
years 2-5			2.7%		7.3%		2.5%		22.9%
years 6-30			6.5%		13.8%		4.7%		27.6%
Sensitivity to greater than expected losses
Decrease in fair value due to increase in projected loss percentage from currently performing collateral 3	25%	$	–			$	(5.9)
	50%		(0.3)				(14.3)
	100%		(1.2)				(31.8)
Decrease in fair value due to increase in projected loss percentage from currently performing collateral 3 and the immediate default of all deferring collateral with no recovery	25%	$	(2.7)			$	(162.5)
	50%		(3.2)				(171.0)
	100%		(4.2)				(187.7)
Discount rate 4
Weighted average spread over LIBOR			549 bp				780 bp
Decrease in fair value due to increase in discount rate	+ 100 bp	$	(16.5)			$	(96.5)
	+ 200 bp		(30.9)				(181.0)

¹ The Company uses an expected credit loss model which specifies cumulative losses at the 1-year, 5-year, and 30-year points from the date of valuation. These current and projected losses are reflected in the CDO’s fair value.

² Weighted average percentage of collateral that is defaulted due to bank failures or deferring payment as allowed under the terms of the security, including a 0% recovery rate on defaulted collateral and a credit specific probability of default on deferring collateral which ranges from 5.22% to 100%.

³ Percentage increase is applied to incremental projected loss percentages from currently performing collateral. For example, the 50% and 100% stress scenarios for AFS securities would result in cumulative 30 year losses of 31.6% =27.6% + 50% (0.8%+2.5%+4.7%) and 35.6% = 27.6% + 100% (0.8%+2.5%+4.7%) respectively.

⁴ The discount rate is a spread over the LIBOR swap yield curve at the date of valuation.

The third quarter 2010 sensitivity analysis of valuation assumptions, when compared to the same analysis of the second quarter 2010, was positively impacted due to changes the Company experienced in the loss percentage from currently defaulted or deferring collateral. The changes were driven by loss experience due to default as well as generally lower future loss projections from deferring institutions. This was offset by the assumption change which slightly increased assumed default rates for years 6 to maturity for many of the CDO pools.

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During the third quarter of 2010, the Company recognized credit-related net impairment losses on trust preferred CDOs of $23.7 million, compared to a loss of $56.5 million for the corresponding period in 2009. The Dodd-Frank Act became effective during the third quarter of 2010, and it disallows the inclusion of trust preferred securities in Tier 1 capital. We believe that this may prompt certain issuing banks to redeem their trust preferred securities early, and have therefore changed some of our assumptions used in estimating the fair values of CDO securities. Of the $23.7 million of net impairment loss recognized for the third quarter of 2010, $11.6 million is the result of this change in modeling assumptions.

The following schedules provide additional information on the below-investment-grade rated bank and insurance trust preferred CDOs portion of the AFS and HTM portfolios with aggregate data on those securities which have been determined to not have OTTI at September 30, 2010 and those which have been determined to be other-than-temporarily impaired at or prior to September 30, 2010. The schedules utilize the lowest rating to identify those securities below investment grade. The schedules segment the securities by original ratings level to provide granularity on the seniority level of the securities and the distribution of unrealized losses, and on pool-level performance and projections. The best and worst pool-level statistic for each original ratings subgroup is presented, not the best and worst single security within the original ratings grouping. The number of issuers and number of currently performing issuers noted in the later schedule are from the same security. The remaining statistics may not be from the same security.

The Company’s loss and recovery experience as of September 30, 2010 (and our Level 3 modeling assumption) is essentially a 100% loss on defaults, although we have, to date, received a few, small recoveries on defaults. Our experience with deferring bank collateral has been that of all collateral that has elected to defer beginning in 2007 or thereafter, 45.7% has defaulted and approximately 52.9% remains within the allowable deferrable period. Older deferrals are more likely to have defaulted. Approximately 83% of the bank collateral which first deferred prior to January 1, 2009 had defaulted by September 30, 2010. For bank collateral which first deferred on or after January 1, 2009, 30% had defaulted by September 30, 2010. Four issuing banks, with collateral aggregating to 1.4% of all deferrals, have come current and resumed interest payments on their trust preferred securities after previously deferring some payments. A total of $410 million of bank collateral elected to defer during the third quarter of 2010, compared to $234 million in the second quarter of 2010, and $1,019 million in the third quarter of 2009. Further details on the Company’s valuation process are detailed in Note 11 of the Notes to Consolidated Financial Statements.

The following schedules reflect data and assumptions that are included in the calculations of fair value and OTTI.

BELOW-INVESTMENT-GRADE RATED BANK AND INSURANCE TRUST PREFERRED CDOS BY ORIGINAL

RATINGS LEVEL

As of September 30, 2010

						Total								Average holding 1
(Amounts in millions)	Number  of securities		% of portfolio			Par value		Amortized cost		Estimated Fair Value		Unrealized gain (loss)		Par value		Amortized cost		Estimated Fair  Value		Unrealized gain (loss)
Original ratings of securities, non-OTTI:
Original AAA		28		40.5	%	$	992.9	$	845.5	$	692.0	$	(153.6)	$	34.2	$	29.2	$	23.9	$	(5.3)
Original A		22		19.7	%		482.0		482.0		311.3		(170.8)		16.1		16.1		10.4		(5.7)
Original BBB		6		2.4	%		58.5		58.4		31.3		(27.1)		9.7		9.7		5.2		(4.5)
Total Non-OTTI				62.6	%		1,533.4		1,385.9		1,034.6		(351.5)
Original ratings of securities, OTTI:
Original AAA		1		2.0	%		50.0		43.4		22.5		(20.9)		50.0		43.4		22.5		(20.9)
Original A		40		32.2	%		790.6		592.7		192.5		(400.1)		15.5		11.6		3.8		(7.8)
Original BBB		9		3.2	%		78.4		22.5		6.0		(16.5)		8.7		2.5		0.7		(1.8)
Total OTTI				37.4	%		919.0		658.6		221.0		(437.5)
Total noninvestment grade bank and insurance CDOs				100.0	%	$	2,452.4	$	2,044.5	$	1,255.6	$	(789.0)

¹ The Company may have more than one holding of the same security.

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POOL LEVEL PERFORMANCE AND PROJECTIONS FOR BELOW-INVESTMENT-GRADE RATED

BANK AND INSURANCE TRUST PREFERRED CDOS

As of September 30, 2010

	Current lowest rating		# of issuers in  collateral pool	# of issuers currently performing1		% of  original collateral defaulted 2		% of  original collateral deferring 3		Subordination as a % of performing collateral 4			Collateralization  %5			Present value of expected cash flows discounted at coupon rate as a % of par 6			Lifetime additional projected loss from performing collateral 7
Original ratings of securities, Non-OTTI:
Original AAA
Best		BB	25		24		–		2.62%		84.00%			676.44%			100%			–
Weighted average			55		37		14.29%		14.13%		41.33%			254.36%			99%	8		7.71%
Worst		CC	19		6		27.73%		27.17%		14.19%			149.64%			94%	8		9.78%
Original A
Best		B	36		36		–		–		26.43%			305.51%			100%			6.94%
Weighted average			32		29		2.71%		5.62%		10.42%			136.41%			100%			9.37%
Worst		C	6		4		11.07%		26.37%		-7.51%	9		77.59%	10		100%			10.09%
Original BBB
Best		CCC	36		36		–		–		15.43%			386.35%			100%			9.10%
Weighted average			17		16		1.24%		3.45%		7.75%			237.65%			100%			9.69%
Worst		C	43		39		6.03%		6.13%		-2.52%	9		56.49%			100%			10.04%
Original ratings of securities, OTTI:
Original AAA
Single security		CCC	43		29		15.37%		17.46%		32.46%			261.61%			88%			8.85%
Original A
Best		BB	43		35		–		–		37.13%			159.07%			100%			1.92%
Weighted average			39		25		14.16%		16.56%		-12.53%			67.26%			80%			7.77%
Worst		C	19		6		20.57%		32.54%		-53.63%			14.23%			53%			9.43%
Original BBB
Best		C	39		29		5.97%		9.00%		-7.06%			81.12%			89%			6.52%
Weighted average			55		37		13.08%		19.86%		-16.65%			-135.62%			49%			8.07%
Worst		C	37		20		17.00%		32.54%		-23.31%			-289.47%			1%			8.85%

¹ Excludes both defaulted issuers and issuers that have elected to defer payment of current interest.

² Collateral is identified as defaulted when a regulator closes an issuing bank.

³ Collateral is identified as deferring when the Company becomes aware that an issuer has announced or elected to defer interest payment on trust preferred debt.

⁴ Utilizes the Company’s loss assumption of 100% on defaulted collateral and the Company’s issuer specific loss assumption of from 5.22% to 100% dependent on credit for each deferring piece of collateral. “Subordination” in the schedule includes the effects of seniority level within the CDOs’ liability structure, the Company’s loss and recovery rate assumption for deferring but not defaulted collateral and a 0% recovery rate for defaulted collateral. The numerator is all collateral less the sum of (i) 100% of the defaulted collateral, (ii) the sum of the projected net loss amounts for each piece of deferring but not defaulted collateral and (iii) the amount of each CDO’s debt which is either senior to or pari passu with our security’s priority level. The denominator is all collateral less the sum of (i) 100% of the defaulted collateral and (ii) the sum of the projected net loss amounts for each piece of deferring but not defaulted collateral.

⁵ Utilizes the Company’s loss assumption of 100% on defaulted collateral and the Company’s issuer specific loss assumption of from 5.22% to 100% dependent on credit for each deferring piece of collateral. “Collateralization” in the schedule identifies the portion of a CDO tranche that is backed by nondefaulted collateral. The numerator is all collateral less the sum of (i) 100% of the defaulted collateral, (ii) the sum of the projected net loss amounts for each piece of deferring but not defaulted collateral and (iii) the amount of each CDO’s debt which is senior to our security’s priority level. The denominator is the par amount of the tranche. Par is defined as the original par less any principal paydowns.

⁶ For OTTI securities, this statistic approximates the extent of OTTI credit losses taken.

⁷ This is the same statistic presented in the preceding sensitivity schedule and incorporated in the fair value and OTTI calculations. The statistic is the sum of incremental projected loss percentages from currently paying collateral for year one, years two through five and years six through thirty.

⁸ Although cash flows project a return of less than par, they project full recovery of amortized cost and therefore no OTTI exists.

⁹ Negative subordination is projected to be remedied by excess spread prior to maturity.

¹⁰ Collateralization shortfall is projected to be remedied by excess spread prior to maturity.

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ZIONS BANCORPORATION AND SUBSIDIARIES

Other-than-Temporary Impairment (“OTTI”) – Investments in Debt Securities

We review investments in debt securities on an ongoing basis for the presence of OTTI, taking into consideration current market conditions, estimated credit impairment, if any, fair value in relationship to cost, the extent and nature of change in fair value, issuer rating changes and trends, volatility of earnings, current analysts’ evaluations, our ability and intent to hold investments until a recovery of amortized cost which may be maturity, and other factors. For securities where an internal income-based cash flow model or third party valuation service produces a loss-adjusted expected cash flow for the security, the presence of OTTI is identified and the amount of the credit component of OTTI is calculated by discounting this loss-adjusted cash flow at the security’s coupon rate and comparing that value to the Company’s amortized cost of the security.

The Company incurred $23.7 million and $73.0 million of credit-related OTTI charges recorded in earnings and $49.4 million and $68.2 million pretax of OTTI related to illiquidity recorded in OCI during the third quarter and first nine months of 2010, respectively. The securities deemed to have OTTI were primarily collateralized by bank and insurance trust preferred debt. Future reviews for OTTI will consider the particular facts and circumstances during the reporting period in review.

Loan Portfolio

As of September 30, 2010, net loans and leases were $37.5 billion, reflecting a 9.0% and a 6.6% decrease from September 30, 2009 and December 31, 2009, respectively. The decrease is due to pay-downs, charge-offs, and a lower demand for new loans.

The following table sets forth the loan portfolio by type of loan:

	September 30, 2010				December 31, 2009				September 30, 2009
(Amounts in millions)	Amount		% of total loans		Amount		% of total loans		Amount		% of total loans
Commercial lending:
Commercial and industrial	$	9,402		25.0%	$	9,922		24.6%	$	10,124		24.5%
Leasing		402		1.1%		466		1.2%		449		1.1%
Owner occupied		8,345		22.1%		8,752		21.7%		8,745		21.1%
Total commercial lending		18,149				19,140				19,318
Commercial real estate:
Construction and land development		4,206		11.2%		5,552		13.8%		6,087		14.7%
Term		7,550		20.0%		7,255		18.0%		7,279		17.6%
Total commercial real estate		11,756				12,807				13,366
Consumer:
Home equity credit line		2,157		5.7%		2,135		5.3%		2,114		5.1%
1-4 family residential		3,509		9.3%		3,642		9.0%		3,698		8.9%
Construction and other consumer real estate		366		1.0%		459		1.1%		537		1.3%
Bankcard and other revolving plans		287		0.8%		341		0.8%		333		0.8%
Other		271		0.7%		293		0.7%		343		0.8%
Total consumer		6,590				6,870				7,025
Foreign loans		84		0.2%		65		0.2%		74		0.2%
FDIC-supported loans 1		1,090		2.9%		1,445		3.6%		1,607		3.9%
Total loans	$	37,669		100.0%	$	40,327		100.0%	$	41,390		100.0%

¹ FDIC-supported loans represent loans acquired from the FDIC subject to loss sharing agreements.

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ZIONS BANCORPORATION AND SUBSIDIARIES

The loan portfolio contraction during the first nine months of 2010 was concentrated primarily in commercial construction and land development principally at Amegy, NBA, CB&T, and NSB, and secondarily in commercial lending principally at Zions Bank, Amegy, and Vectra.

During the third quarter of 2010, loan originations, renewals, and new advances increased to $2.4 billion from the $1.8 billion and $1.4 billion produced during the second and first quarters of 2010, respectively, even though loan demand has remained weak when compared to historic levels. Pay-downs, charge-offs, and other reductions continue to more than offset new loan originations. We expect that construction and land development loans may continue to decline, as they have during recent quarters.

Other Noninterest-Bearing Investments

The following table sets forth the Company’s other noninterest-bearing investments:

(In millions)	September 30, 2010		December 31, 2009		September 30, 2009
Bank-owned life insurance	$	424	$	620	$	614
Federal Home Loan Bank stock		129		136		136
Federal Reserve stock		127		122		101
SBIC investments 1		39		65		64
Non-SBIC investment funds and other		98		102		98
Investments in ADC arrangements 2		17		19		19
Other public companies		10		22		15
Trust preferred securities		14		14		14
	$	858	$	1,100	$	1,061

¹ Amounts include noncontrolling investors’ interests in Zions’ managed SBIC investments of approximately $18 million on December 31, 2009 and $21 million on September 30, 2009. As of September 30, 2010, such investments have been either liquidated or deconsolidated.

² Investments in Acquisition Development and Construction (“ADC”) arrangements are loans that do not qualify for loan accounting under GAAP; therefore these loans are accounted for as noninterest-bearing investments.

Bank-owned life insurance decreased by $190 million and by $196 million from September 30, 2009 and December 31, 2009, respectively. This was due to the Company surrendering life insurance contracts as a part of its strategy to become more asset sensitive, and to increase liquid assets at the affiliate banks.

Deposits

Deposits, both interest-bearing and noninterest-bearing, are a primary source of funding for the Company. Average total deposits for the first nine months of 2010 decreased by 2.1% compared to the same period in 2009, with average interest-bearing deposits decreasing 10.7% and average noninterest-bearing deposits increasing 23.8%. The decline in deposits resulted from actions by the Company to reduce higher cost deposits, including time deposits and brokered deposits, as well as to reduce excess noninterest-bearing deposits held by some large customers through the use of off-balance sheet sweep products. Core deposits at September 30, 2010, which exclude time deposits larger than $100,000 and brokered deposits, increased by 2.0%, or $737.5 million, from December 31, 2009.

Demand, savings and money market deposits comprised 85.6% of total deposits at the end of the third quarter of 2010, compared with 82.6% and 79.7% as of December 31, 2009 and September 30, 2009, respectively.

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ZIONS BANCORPORATION AND SUBSIDIARIES

During 2010 and 2009, the Company has reduced brokered deposits due to excess liquidity and weak loan demand. At September 30, 2010, total deposits included $502 million of brokered deposits compared to $1,608 million at December 31, 2009 and $2,527 million at September 30, 2009.

RISK ELEMENTS

Since risk is inherent in substantially all of the Company’s operations, management of risk is an integral part of its operations and is also a key determinant of its overall performance. We apply various strategies to reduce the risks to which the Company’s operations are exposed, including credit, interest rate and market, liquidity and operational risks.

Credit Risk Management

Credit risk is the possibility of loss from the failure of a borrower or contractual counterparty to fully perform under the terms of a credit-related contract. Credit risk arises primarily from the Company’s lending activities, as well as from off-balance sheet credit instruments.

Centralized oversight of credit risk is provided through a uniform credit policy, credit administration, and credit exam functions at the Parent. Effective management of credit risk is essential in maintaining a safe, sound and profitable financial institution. We have structured the organization to separate the lending function from the credit administration function, which has added strength to the control over, and the independent evaluation of, credit activities. Formal loan policies and procedures provide the Company with a framework for consistent underwriting and a basis for sound credit decisions. In addition, the Company has a well-defined set of standards for evaluating its loan portfolio and management utilizes a comprehensive loan grading system to determine the risk potential in the portfolio. Further, an independent internal credit examination department periodically conducts examinations of the Company’s lending departments. These examinations are designed to review credit quality, adequacy of documentation, appropriate loan grading administration and compliance with lending policies, and reports thereon are submitted to management and to the Credit Review Committee of the Board of Directors. New, expanded, or modified products and services, as well as new lines of business, are approved by a New Product Review Committee at the bank level or Parent level, depending on the inherent risk of the new activity.

Both the credit policy and the credit examination functions are managed centrally. Each affiliate bank is able to modify corporate credit policy to be more conservative; however, corporate approval must be obtained if a bank wishes to create a more liberal policy. Historically, only a limited number of such modifications have been approved. This entire process has been designed to place an emphasis on strong underwriting standards and early detection of potential problem credits so that action plans can be developed and implemented on a timely basis to mitigate any potential losses.

With regard to credit risk associated with counterparties to off-balance sheet credit instruments, Zions Bank and Amegy have International Swap Dealer Association (“ISDA”) agreements in place under which derivative transactions are entered into with major derivative dealers. Each ISDA agreement details the collateral arrangements between Zions Bank and Amegy and their counterparties. In every case, the amount of the collateral required to secure the exposed party in the derivative transaction is determined by the fair value of the derivative and the credit rating of the party with the obligation. The credit rating used in these situations is provided by either Moody’s or Standard & Poor’s. This means that, in like transactions, a counterparty with a “AAA” rating would be obligated to provide less collateral to secure a major credit exposure than one with an “A” rating. All derivative gains and losses between Zions Bank or Amegy and a single counterparty are netted to determine the net credit exposure and therefore the collateral required. We have very little exposure to credit default swaps.

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ZIONS BANCORPORATION AND SUBSIDIARIES

The Company’s credit risk management strategy includes diversification of its loan portfolio. The Company maintains a diversified loan portfolio, which includes commercial real estate loans. The Company attempts to avoid the risk of an undue concentration of credits in a particular property type or with an individual customer or counterparty. During 2009, the Company adopted new concentration limits on various types of commercial real estate lending, particularly construction and land development lending, which have contributed to further reducing the Company’s exposure to this type of lending. The majority of the Company’s business activity is with customers located within the geographical footprint of its banking subsidiaries.

The Company’s loan portfolio includes loans that were acquired from failed banks: Alliance Bank, Great Basin Bank, and Vineyard Bank. These loans include nonperforming loans and other loans with characteristics indicative of a high credit risk profile. These include substantial concentrations in California and Nevada, loans with homebuilders and other construction finance loans. Most of these loans are covered under loss sharing agreements with the FDIC for which the FDIC generally will assume 80% of the first $275 million of credit losses for the Alliance Bank assets, $40 million of credit losses for the Great Basin Bank assets, $465 million of credit losses for the Vineyard Bank assets and 95% of the credit losses in excess of those amounts. Therefore, the Company’s financial exposure to losses from these assets is substantially limited. FDIC-supported loans represent approximately 2.9% of the Company’s total loan portfolio.

The credit quality of the Company’s loan portfolio began to show signs of stabilization and improvement during the first nine months of 2010. Nonperforming lending related assets decreased by 17% from December 31, 2009. Gross charge-offs dropped to $791 million in the first nine months of 2010, while $900 million was charged-off during the comparable period in 2009. Net charge-offs, in turn, decreased to $718 million from $880 million in the same periods.

Lending to finance residential land acquisition, development and construction is an important business for the Company, yet during the first nine months of 2010, the Company has reduced its portfolio of these types of loans. In some geographic markets, significant declines in the availability of mortgage financing to buyers of newly constructed homes, declining home values and general uncertainty in the residential real estate market continue to have an adverse impact on the operations of many of the Company’s developer and builder customers.

The Company did not pursue subprime residential mortgage lending, including option ARM and negative amortization loans. It does have approximately $405 million of stated income loans with generally high FICO scores at origination, including “one-time close” loans to finance the construction of a home, which convert into permanent jumbo mortgages. As of September 30, 2010, approximately $58 million of the $405 million of stated income loans had FICO scores of less than 620. These totals exclude held-for-sale loans. Stated income loans account for approximately $14 million, or 35%, of our credit losses in 1-4 family residential first mortgage loans through the first nine months of 2010, and were primarily in Utah and Arizona.

The Company is engaged in home equity credit line lending. Approximately $931 million of the Company’s $2.2 billion portfolio is secured by first deeds of trust, while the remaining balance is secured by second liens. As of September 30, 2010, loans representing approximately 14.7% of the outstanding balance in this portfolio were estimated to have loan-to-value ratios above 100%. Of the total home equity credit line portfolio 0.47% was 90 or more days past due at September 30, 2010 as compared to 0.42% as of December 31, 2009. During the third quarter of 2010, the Company modified a nominal number of home equity loans. The annualized credit losses for this portfolio were 121 basis points for the nine months ended September 30, 2010.

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ZIONS BANCORPORATION AND SUBSIDIARIES

A more comprehensive discussion of our credit risk management is contained in the Company’s 2009 Annual Report on Form 10-K.

Commercial Real Estate Loans

Selected information regarding our commercial real estate (“CRE”) loan portfolio is presented in the following table:

COMMERCIAL REAL ESTATE PORTFOLIO BY LOAN TYPE AND COLLATERAL LOCATION

(Amounts in millions)			Collateral Location
Loan Type	As of Date		Arizona		Northern California		Southern California		Nevada		Colorado		Texas		Utah/ Idaho		Wash- ington		Other 1		Total		% of total CRE
Commercial term
Balance outstanding		9/30/10	$	1,016.5		390.8		1,844.0		741.1		516.6		1,126.6		787.7		226.0		901.0		7,550.3		64.2	%
% of loan type				13.5%		5.2%		24.4%		9.8%		6.9%		14.9%		10.4%		3.0%		11.9%		100.0%
Delinquency rates 2:
30-89 days		9/30/10		2.1%		2.5%		1.4%		4.2%		2.3%		1.8%		2.4%		0.0%		7.3%		2.7%
		12/31/09		1.8%		2.4%		2.4%		7.6%		1.4%		4.3%		2.4%		0.3%		9.2%		4.0%
³ 90 days		9/30/10		1.1%		2.4%		0.7%		3.0%		1.7%		0.8%		1.8%		0.0%		6.1%		1.9%
		12/31/09		1.4%		1.6%		1.6%		3.9%		0.8%		3.3%		1.1%		–		5.6%		2.5%
Accruing loans past due 90 days or more		9/30/10	$	5.2		3.8		0.2		2.9		3.5		0.5		0.1		–		3.4		19.6
		12/31/09		1.2		–		0.6		0.5		–		1.2		0.6		–		2.6		6.7
Nonaccrual loans		9/30/10		18.1		5.9		28.1		85.7		9.4		12.8		22.5		4.5		75.9		262.9
		12/31/09		14.5		6.5		30.3		60.9		6.5		36.3		10.0		1.4		62.1		228.5
Residential construction and land development
Balance outstanding		9/30/10	$	183.8		26.8		123.6		65.1		141.3		434.0		258.9		16.9		145.7		1,396.1		11.9	%
% of loan type				13.2%		1.9%		8.9%		4.7%		10.1%		31.1%		18.5%		1.2%		10.4%		100.0%
Delinquency rates 2:
30-89 days		9/30/10		16.8%		6.7%		22.9%		67.8%		12.9%		22.2%		13.6%		–		12.3%		19.5%
		12/31/09		20.9%		8.3%		6.2%		18.0%		12.7%		14.2%		20.1%		0.2%		15.8%		15.5%
³ 90 days		9/30/10		12.8%		6.7%		20.4%		55.8%		4.7%		15.8%		13.4%		–		8.7%		15.0%
		12/31/09		17.9%		8.3%		4.6%		5.6%		11.1%		7.3%		19.7%		–		6.9%		11.3%
Accruing loans past due 90 days or more		9/30/10	$	0.4		–		3.9		–		–		0.1		1.2		–		0.1		5.7
		12/31/09		6.2		–		–		–		–		0.1		1.9		–		0.1		8.3
Nonaccrual loans		9/30/10		42.2		1.8		30.5		40.3		37.7		91.1		54.0		–		26.6		324.2
		12/31/09		66.2		4.8		33.7		44.5		23.0		103.4		100.1		–		19.8		395.5
Commercial construction and land development
Balance outstanding		9/30/10	$	314.8		57.5		284.7		285.8		201.4		1,053.8		354.6		76.7		180.4		2,809.7		23.9	%
% of loan type				11.2%		2.1%		10.1%		10.2%		7.2%		37.5%		12.6%		2.7%		6.4%		100.0%
Delinquency rates 2:
30-89 days		9/30/10		5.8%		–		0.9%		17.8%		8.2%		7.5%		9.3%		–		7.9%		7.6%
		12/31/09		12.9%		–		3.9%		23.4%		7.9%		9.4%		14.5%		24.6%		4.1%		11.3%
³ 90 days		9/30/10		5.3%		–		0.8%		16.1%		8.2%		6.4%		6.0%		–		7.6%		6.6%
		12/31/09		7.3%		–		3.0%		19.1%		1.6%		5.5%		7.7%		–		4.1%		6.9%
Accruing loans past due 90 days or more		9/30/10	$	–		–		–		–		–		–		3.5		–		0.1		3.6
		12/31/09		4.1		–		–		9.1		0.8		0.9		3.0		–		0.1		18.0
Nonaccrual loans		9/30/10		26.4		–		2.4		123.5		16.6		102.7		24.0		–		40.6		336.2
		12/31/09		57.1		–		12.8		107.2		4.7		198.8		37.0		–		11.8		429.4
Total construction and land development		9/30/10		498.6		84.3		408.3		350.9		342.7		1,487.8		613.5		93.6		326.1		4,205.8
Total commercial real estate		9/30/10	$	1,515.1		475.1		2,252.3		1,092.0		859.3		2,614.4		1,401.2		319.6		1,227.1		11,756.1		100.0	%

¹ No other geography exceeds $182 million for all three loan types.

² Delinquency rates include nonaccrual loans.

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ZIONS BANCORPORATION AND SUBSIDIARIES

Approximately 33% of the commercial real estate term loans consist of mini-perm loans. For such loans, construction has been completed and the project has stabilized to a level that supports the granting of a mini-perm loan in accordance with our underwriting standards. Mini-perm loans generally have initial maturities of 3 to 7 years. The remaining 67% of commercial real estate loans are term loans with initial maturities generally of 15 to 20 years. The stabilization criteria for a project to qualify for a term loan differ by product and are dependent on the cash flow created by the project as well as occupancy rates.

Approximately 26.0% of the commercial construction and land development portfolio’s balance consists of acquisition and development loans. Most of these acquisition and development properties are tied to specific retail, apartment, office, or other projects. Underwriting on commercial properties is primarily based on the economic viability of the project with heavy consideration given to the creditworthiness of the sponsor. We generally require that the owner’s equity be injected prior to bank advances. Remargining requirements are often included in the loan agreement along with guarantees of the sponsor. Recognizing that debt is paid via cash flow, the projected economics of the project are primary in the underwriting because these determine the ultimate value of the property and the ability to service debt. Therefore, in most projects (with the exception of multi-family projects) we look for substantial pre-leasing in our underwriting and we generally require a minimum projected stabilized debt service ratio of 1.20.

Although lending for residential construction and development deals with a different product type, many of the requirements previously mentioned, such as credit worthiness of the developer, up-front injection of the developer’s equity, remargining requirements, and the viability of the project are also important in underwriting a residential development loan. Heavy consideration is given to market acceptance of the product, location, strength of the developer, and the ability of the developer to stay within budget. Progress inspections by qualified independent inspectors are routinely performed before disbursements are made. Loan agreements generally include limitations on the number of model homes and homes built on a spec basis, with preference given to pre-sold homes.

Real estate appraisals are ordered independently of the credit officer and the borrower, generally by each bank’s appraisal review function, which is staffed by certified appraisers. In some cases, reports from automated valuation services are used. Appraisals are ordered from outside appraisers at the inception, renewal or, for CRE loans, upon the occurrence of any event causing a “criticized” or “classified” grade to be assigned to the credit. The frequency for obtaining updated appraisals for these adversely graded credits is increased when declining market conditions exist. Advance rates, on an “as completed basis,” will vary based on the viability of the project and the creditworthiness of the sponsor, but corporate guidelines generally limit advances to 50% for raw land, 65% for land development, 65% for finished commercial lots, 75% for finished residential lots, 80% for pre-sold homes, 75% for models and spec homes, and 75% for commercial properties. Exceptions may be granted on a case-by-case basis.

Loan agreements require regular financial information on the project and the sponsor in addition to lease schedules, rent rolls, and on construction projects, independent progress inspection reports. The receipt of these schedules is closely monitored and calculations are made to determine adherence to the covenants set forth in the loan agreement. Additionally, the frequency of loan-by-loan reviews has been increased to a quarterly basis for all commercial and residential construction and land development loans at Zions Bank, California Bank & Trust, Amegy Bank, National Bank of Arizona, Nevada State Bank, and Vectra Bank.

Interest reserves are generally established as an expense item in the budget for real estate construction or development loans. We generally require the borrower to put their equity into the project at the inception of the construction. This enables the bank to ensure the availability of equity in the project. The Company’s practice is to monitor the construction, sales and/or leasing progress to determine whether or not the project remains viable. If at any time during the life of the credit the project is determined not to be viable, the bank takes appropriate action to protect its collateral position via negotiation and/or legal action as deemed appropriate. The bank then usually evaluates the appropriate use of interest reserves. At September 30, 2010, Zions affiliates had 368 loans with an outstanding balance of $575 million where available interest reserves amount to $53 million. In instances where projects have been determined not to be viable, the interest reserves and other appropriate disbursements have been frozen.

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ZIONS BANCORPORATION AND SUBSIDIARIES

We have not been involved to any meaningful extent with insurance arrangements, credit derivatives, or any other default agreements as a mitigation strategy for commercial real estate loans. However, we do make use of personal or other guarantees as risk mitigation strategies.

The Company periodically stress tests its CRE loan portfolio using a loan-by-loan Monte Carlo simulation that stresses the probability of default and loss given default for CRE loans based on a variety of factors including regional economic factors, loan grade, loan-to-value, collateral type, and geography. This testing is back tested and the results are reviewed regularly with management, rating agencies and various banking regulators.

Nonperforming Assets

Nonperforming lending related assets include nonaccrual loans and other real estate owned. Loans are generally placed on nonaccrual status when the loan is 90 days or more past due as to principal or interest, unless the loan is both well secured and in the process of collection. A consumer loan is placed on nonaccrual status when the loan is 90 days past due. Generally, closed-end nonreal-estate-secured consumer loans are charged off prior to 120 days past due. Open-end consumer loans adequately secured by real estate are placed on nonaccrual status when they are 90 days past due. Open-end credit card consumer loans are charged off when they become 180 days past due.

Nonaccrual loans also include nonperforming loans which have been restructured. The Company modified $101 million and $371 million of CRE loans during the third quarter and first nine months of 2010, respectively.

Loan modifications and restructurings generally occur when the financial condition of a borrower deteriorates to the point that the borrower needs to be given temporary or permanent relief from the original contractual terms of the loan. The modifications are structured on a loan-by-loan basis, and depending on the circumstances, may include extended payment terms, a modified interest rate, forgiveness of principal, or other concessions. Even though the Company may occasionally modify a loan for competitive reasons, most of the modifications performed during the first nine months of 2010 were to restructure troubled loans. After such a loan has been restructured, it will remain in the nonaccrual status until the borrower has made all scheduled interest and principal payments and the source of the payments (e.g. cash flow from the property securing the loan) has performed under the modified structure for a minimum of six months, and there is evidence that such payments can and are likely to continue as agreed. During the first nine months of 2010, the Company has also participated in the Home Affordable Modification Program (“HAMP”), which has resulted in a nominal number of modified consumer loans.

As reflected in the following schedule, the Company’s nonperforming assets as a percentage of net loans and leases and OREO decreased during the first nine months of 2010. The percentage was 6.01% at September 30, 2010, compared with 6.62% on September 30, 2009 and 6.79% on December 31, 2009. Total nonperforming lending related assets were $2,293 million at September 30, 2010 ($2,114 million excluding FDIC-supported assets) compared to $2,770 million at September 30, 2009 and $2,769 million at December 31, 2009.

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Total nonaccrual loans, excluding FDIC-supported loans, at September 30, 2010 decreased by $213 million from December 31, 2009. The decrease included $165 million for construction and land development loans, $60 million for owner occupied real estate loans, and $35 million for commercial and industrial loans. Their positive impact was partially offset by a $35 million increase in commercial real estate term loans, and a $32 million increase in 1-4 family residential consumer loans. The decrease in nonaccrual loans occurred primarily at Zions Bank, Amegy, and NBA, while CB&T experienced an increase. Total nonaccrual loans, excluding FDIC-supported loans, decreased by $2 million from September 30, 2009.

The following table sets forth the Company’s nonperforming lending-related assets:

(Amounts in millions)	September 30, 2010		December 31, 2009		September 30, 2009
Nonaccrual loans	$	1,810	$	2,023	$	1,812
Other real estate owned		304		336		359
Nonperforming lending-related assets, excluding FDIC-supported assets		2,114		2,359		2,171
FDIC-supported nonaccrual loans		127		356		544
FDIC-supported other real estate owned		52		54		55
FDIC-supported nonperforming lending-related assets		179		410		599
Total nonperforming lending-related assets	$	2,293	$	2,769	$	2,770
Ratio of nonperforming lending-related assets to net loans and leases 1 and other real estate owned		6.01%		6.79%		6.62%
Accruing loans past due 90 days or more, excluding FDIC-supported loans	$	75	$	107	$	186
FDIC-supported loans past due 90 days or more		10		56		36
Ratio of accruing loans past due 90 days or more to net loans and leases 1		0.22%		0.40%		0.54%
Nonaccrual loans and accruing loans past due 90 days or more	$	2,021	$	2,543	$	2,578
Ratio of nonaccrual loans and accruing loans past due 90 days or more to net loans and leases 1		5.35%		6.29%		6.22%
Accruing loans past due 30 - 89 days, excluding FDIC-supported loans	$	303	$	428	$	571
FDIC-supported loans past due 30 - 89 days		9		27		74
Restructured loans included in nonaccrual loans		354		299		107
Restructured loans on accrual		334		204		116

¹ Includes loans held for sale.

Included in nonaccrual loans are loans that we have determined to be impaired. Loans, other than those included in large groups of smaller-balance homogeneous loans, are considered impaired when, based on current information and events, it is probable that the Company will be unable to collect all of the amounts due in accordance with the contractual terms of the loan agreement, including scheduled interest payments. The amount of the impairment is measured based on the present value of expected cash flows, the observable fair value of the loan, or the fair value of the collateral securing the loan.

The Company’s total recorded investment in impaired loans decreased to $1,957 million at September 30, 2010, compared to $1,976 million at June 30, 2010. Total investment in impaired loans amounted to $1,647 million at September 30, 2009 and $1,925 million at December 31, 2009. Estimated losses on impaired loans are included in the allowance for loan losses. At September 30, 2010, the allowance for loan losses included $128 million for impaired loans with a recorded investment of $644 million. At September 30, 2009, the allowance included $79 million for impaired loans with a recorded investment of $369 million. At December 31, 2009 the allowance included $105 million for impaired loans with a recorded investment of $435 million.

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As previously noted, the Company did not originate sub-prime, option, or negative amortization residential mortgage loans. It has primarily been an originator of prime first and second mortgages. Its practice historically has been to sell “conforming” fixed rate loans to Fannie Mae or Freddie Mac, and to hold variable rate loans in its portfolio. In the past two years, Fannie and Freddie have successfully “put back” to the Company’s subsidiary banks fewer than ten loans due to deficiencies in underwriting or loan documentation. In addition, the Company has not made use of so-called “robo-signers” in foreclosing on residential real estate, and it has not been subject to any foreclosure moratorium – whether self-imposed or imposed by others. The Company does not estimate that it has any material financial risk as a result of loan put-backs or its foreclosure practices, and has not established any reserves related to these items.

In addition to the lending related nonperforming assets, the Company also has $194 million in carrying value of investments in debt securities that were on nonaccrual status at September 30, 2010.

Allowance and Reserve for Credit Losses

Allowance for Loan Losses – In analyzing the adequacy of the allowance for loan losses, we utilize a comprehensive loan grading system to determine the risk potential in the portfolio and also consider the results of independent internal credit reviews. To determine the adequacy of the allowance, the Company’s loan and lease portfolio is broken into segments based on loan type.

For commercial loans, we use historical loss experience factors by loan type and quality grade, adjusted for changes in trends and conditions, to help determine an indicated allowance for each portfolio segment. Currently, the Company re-estimates all commercial loss reserve factors based on very recent loss experience on a quarterly basis. These factors are evaluated and updated using migration analysis techniques and other considerations based on the makeup of the specific segment. These other considerations include:

• volumes and trends of delinquencies;

• levels of nonaccruals, repossessions and bankruptcies;

• trends in criticized and classified loans;

• new credit products and policies;

• economic conditions;

• concentrations of credit risk;

• experience and abilities of the Company’s lending personnel; and

• estimated loss realization period.

Currently we estimate the loss realization period to be approximately eighteen months for commercial and commercial real estate loans.

In addition to the segment evaluations, nonaccrual commercial loans with an outstanding balance of $500 thousand or more, as well as all loans designated as troubled debt restructurings, are individually evaluated in accordance with FASB ASC 310, Receivables, to determine the level of impairment and to establish a specific reserve.

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The allowance for consumer loans is determined using historically developed loss experience “roll rates” at which loans migrate from one delinquency level to the next higher level. Using current roll rates for the most recent six month period and comparing projected losses to actual loss experience, the models estimate expected losses in dollars for the forecasted period of twelve months. By refreshing the models with updated data, losses are projected for a new twelve-month period each month, segmenting the portfolio into twelve consumer loan product groupings and four bankcard product groupings with similar risk profiles. The residential mortgage and home equity portfolios’ models implicitly take into consideration housing price depreciation (appreciation) and homeowners’ loss (gain) of equity in the collateral by incorporating current roll rates and loss severity rates. The models make no assumptions about future housing price changes. This methodology is an accepted industry practice, and the Company believes it has a sufficient volume of information to produce reliable projections.

As a final step to the evaluation process, we perform an additional review of the adequacy of the allowance based on the loan portfolio in its entirety. This enables us to mitigate, but not to eliminate, the imprecision inherent in loan- and segment-level estimates of expected credit losses. This review of the allowance includes our judgmental consideration of any adjustments necessary for subjective factors such as economic uncertainties and excessive concentration risks.

The following table shows the changes in the allowance for loan losses and a summary of loan loss experience:

(Amounts in millions)	Nine Months Ended September 30, 2010			Twelve Months Ended December 31, 2009			Nine Months Ended September 30, 2009
Loans and leases outstanding (net of unearned income)	$	37,549		$	40,189		$	41,255
Average loans and leases outstanding (net of unearned income)	$	38,644		$	41,513		$	41,773
Allowance for loan losses:
Balance at beginning of period	$	1,531		$	687		$	687
Provision charged against earnings		679			2,017			1,626
Increase in allowance covered by FDIC indemnification		38			–			–
Loans and leases charged-off:
Commercial lending		(308)			(373)			(264)
Commercial real estate		(377)			(713)			(503)
Consumer		(106)			(170)			(133)
Total		(791)			(1,256)			(900)
Recoveries:
Commercial lending		27			51			6
Commercial real estate		29			21			8
Consumer		9			9			6
Total		65			81			20
Charge-offs recoverable from FDIC		8			2			–
Net loan and lease charge-offs		(718)			(1,173)			(880)
Balance at end of period	$	1,530		$	1,531		$	1,433
Ratio of annualized net charge-offs to average loans and leases		2.48	%		2.83	%		2.81	%
Ratio of allowance for loan losses to net loans and leases, at period end		4.07	%		3.81	%		3.47	%
Ratio of allowance for loan losses to nonperforming loans, at period end		79.02	%		64.36	%		60.80	%
Ratio of allowance for loan losses to nonaccrual loans and accruing loans past due 90 days or more, at period end		75.71	%		60.22	%		55.56	%

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Reserve for Unfunded Lending Commitments – The Company also estimates a reserve for potential losses associated with off-balance sheet commitments and standby letters of credit. The reserve is included with other liabilities in the Company’s consolidated balance sheet, with any related increases or decreases in the reserve included in noninterest expense in the statement of income.

We determine the reserve for unfunded lending commitments using a process that is similar to the one we use for commercial loans. Based on historical experience, we have developed experience-based loss factors that we apply to the Company’s unfunded lending commitments to estimate the potential for loss in such commitments. The September 30, 2010 reserve for unfunded lending commitments increased by $0.7 million from the comparable period in the prior year, and decreased by $18.5 million from December 31, 2009. This decrease is primarily due to a lower level of such commitments, especially to criticized and classified credits.

The following table sets forth the reserve for unfunded lending commitments:

(In millions)	Nine Months Ended September 30, 2010		Twelve Months Ended December 31, 2009		Nine Months Ended September 30, 2009
Balance at beginning of period	$	116.4	$	50.9	$	50.9
Provision charged (credited) to earnings		(18.5)		65.5		46.3
Balance at end of period	$	97.9	$	116.4	$	97.2
The following table sets forth the total allowance and reserve for credit losses:
(In millions)	September 30, 2010		December 31, 2009		September 30, 2009
Allowance for loan losses	$	1,530	$	1,531	$	1,433
Reserve for unfunded lending commitments		98		117		97
Total allowance for credit losses	$	1,628	$	1,648	$	1,530

Interest Rate and Market Risk Management

Interest rate and market risk are managed centrally. Interest rate risk is the potential for reduced income resulting from adverse changes in the level of interest rates on the Company’s net interest income. Market risk is the potential for loss arising from adverse changes in the fair value of fixed income securities, equity securities, other earning assets and derivative financial instruments as a result of changes in interest rates or other factors. As a financial institution that engages in transactions involving an array of financial products, the Company is exposed to both interest rate risk and market risk.

The Company’s Board of Directors is responsible for approving the overall policies relating to the management of the financial risk of the Company. The Boards of Directors of the Company’s subsidiary banks are also required to review and approve these policies. In addition, the Board reviews the key strategies set by management for managing risk, establishes and periodically revises policy limits, and reviews reported limit exceptions. The Board has established the management Asset/Liability Committee (“ALCO”) to which it has delegated the functional management of interest rate and market risk for the Company.

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Interest Rate Risk

Interest rate risk is one of the most significant risks to which the Company is regularly exposed. In general, our goal in managing interest rate risk is to have the net interest margin increase slightly in a rising interest rate environment. We refer to this goal as being slightly “asset-sensitive.” This approach is based on our belief that in a rising interest rate environment, the market cost of equity, or implied rate at which future earnings are discounted, would also tend to rise. The Company has positioned its balance sheet to be more asset sensitive than it was on September 30, 2009.

We attempt to minimize the impact of changing interest rates on net interest income primarily through the use of interest rate floors on variable rate loans, interest rate swaps, use of interest rate futures, and by avoiding large exposures to long-term fixed rate interest-earning assets that have significant negative convexity. The prime lending rate and the LIBOR curves are the primary indices used for pricing the Company’s loans. The interest rates paid on deposit accounts are set by individual banks so as to be competitive in each local market.

We monitor interest rate risk through the use of two complementary measurement methods: duration of equity and income simulation. In the duration of equity method, we measure the expected changes in the fair values of equity in response to changes in interest rates. In the income simulation method, we analyze the expected changes in income in response to changes in interest rates.

Duration of equity is derived by first calculating the dollar duration of all assets, liabilities and derivative instruments. Dollar duration is determined by calculating the fair value of each instrument assuming interest rates sustain immediate and parallel movements up 1% and down 1%. The average of these two changes in fair value is the dollar duration. Subtracting the dollar duration of liabilities from the dollar duration of assets and adding the net dollar duration of derivative instruments results in the dollar duration of equity. Duration of equity is computed by dividing the dollar duration of equity by the fair value of equity. The Company’s policy is generally to maintain duration of equity between -3 years to +7 years. However, in the current low interest rate environment, the Company is operating with a duration of equity of less than -3 years in some planning scenarios.

Income simulation is an estimate of the net interest income that would be recognized under different rate environments. Net interest income is measured under several parallel and nonparallel interest rate environments and deposit repricing assumptions, taking into account an estimate of the possible exercise of options within the portfolio.

Both of these measurement methods require that we assess a number of variables and make various assumptions in managing the Company’s exposure to changes in interest rates. The assessments address loan and security prepayments, early deposit withdrawals, and other embedded options and noncontrollable events. As a result of uncertainty about the maturity and repricing characteristics of both deposits and loans, the Company estimates ranges of duration and income simulation under a variety of assumptions and scenarios. The Company’s interest rate risk position changes as the interest rate environment changes and is managed actively to try to maintain a consistent slightly asset-sensitive position. However, positions at the end of any period may not be reflective of the Company’s position in any subsequent period.

We should note that estimated duration of equity and the income simulation results are highly sensitive to the assumptions used for deposits that do not have specific maturities, such as checking, savings, and money market accounts and also to prepayment assumptions used for loans with prepayment options. Given the uncertainty of these estimates, we view both the duration of equity and the income simulation results as falling within a wide range of possibilities.

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For income simulation, Company policy requires that interest sensitive income from a static balance sheet be limited to a decline of no more than 10% during one year if rates were to immediately rise or fall in parallel by 200 basis points.

As of the dates indicated, the following table shows the Company’s estimated range of duration of equity and percentage change in interest sensitive income, based on a static balance sheet, in the first year after the rate change if interest rates were to sustain an immediate parallel change of 200 basis points; the “fast” and “slow” results differ based on the assumed speed of repricing of administered-rate deposits (money market, interest-on-checking, and savings).

	September 30, 2010				December 31, 2009
	Low		High		Low		High
Duration of equity:
Range (in years)
Base case		-4.1		-1.6		-2.9		-0.8
Increase interest rates by 200 bp		-3.9		-1.9		-2.7		-0.8
	Deposit repricing response
	Fast		Slow		Fast		Slow
Income simulation – change in interest sensitive income:
Increase interest rates by 200 bp		5.4%		8.6%		2.2%		5.0%
Decrease interest rates by 200 bp1		-2.2%		-2.5%		-4.1%		-4.3%

¹ In the event that a 200 basis point rate parallel decrease cannot be achieved, the applicable rate changes are limited to lesser amounts such that interest rates cannot be less than zero.

During the first nine months of 2010, the duration of equity became shorter as compared to December 31, 2009. The reduction of the duration of equity was caused by an increase in demand deposits and a decrease in loans. The impact was partially offset by an increase in interest rate futures contracts.

Market Risk – Fixed Income

The Company engages in the underwriting and trading of municipal and corporate securities. This trading activity exposes the Company to a risk of loss arising from adverse changes in the prices of these fixed income securities held by the Company.

At September 30, 2010, the Company had $42.8 million of trading assets and $41.9 million of securities sold, not yet purchased, compared with $23.5 million and $43.4 million on December 31, 2009 and $76.7 million and $39.4 million on September 30, 2009, respectively.

The Company is exposed to market risk through changes in fair value and OTTI of HTM and AFS securities. The Company also is exposed to market risk for interest rate swaps and Eurodollar and Federal Funds futures contracts used to hedge interest rate risk. Changes in fair value in available-for-sale securities and in interest rate swaps that qualify as cash flow hedges are included in OCI each quarter. During the third quarter of 2010, the after-tax change in OCI attributable to held-to-maturity and available-for-sale securities was $(12.1) million, and the change attributable to interest rate swaps was $(9.1) million. If any of the AFS securities or HTM securities transferred from AFS become other than temporarily impaired, any credit loss in OCI is reversed and the impairment is charged to operations. See “Investment Securities Portfolio” for additional information on OTTI.

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Market Risk – Equity Investments

Through its equity investment activities, the Company owns equity securities that are publicly traded and subject to fluctuations in their market prices or values. In addition, the Company owns equity securities in companies that are not publicly traded and that are accounted for under cost, fair value, equity, or full consolidation methods of accounting, depending upon the Company’s ownership position and degree of involvement in influencing the investees’ affairs. In either case, the value of the Company’s investment is subject to fluctuation. Since the fair value of these securities may fall below the Company’s investment costs, the Company is exposed to the possibility of loss. These equity investments are approved, monitored and evaluated by the Company’s Equity Investment Committee.

The Company also invests in pre-public venture capital companies through various venture funds. Additionally, Amegy has in place an alternative investments program. These investments are primarily directed towards equity buyout and mezzanine funds with a key strategy of deriving ancillary commercial banking business from the portfolio companies. Early stage venture capital funds generally are not part of the strategy since the underlying companies are typically not creditworthy.

A more comprehensive discussion of the Company’s interest rate and market risk management is contained in the Company’s 2009 Annual Report on Form 10-K.

Liquidity Risk Management

Liquidity risk is the possibility that the Company’s cash flows may not be adequate to fund its ongoing operations and meet its commitments in a timely and cost-effective manner. Since liquidity risk is closely linked to both credit risk and market risk, many of the previously discussed risk control mechanisms also apply to the monitoring and management of liquidity risk. We manage the Company’s liquidity to provide adequate funds to meet its anticipated financial and contractual obligations, including withdrawals by depositors, debt service requirements and lease obligations, as well as to fund customers’ needs for credit.

The management of liquidity and funding is performed centrally for both the Parent and its subsidiary banks. The Parent’s cash requirements consist primarily of debt service, investments in and advances to subsidiaries, operating expenses, income taxes, and dividends to preferred and common shareholders, including the CPP preferred equity issued to the U.S. Department of the Treasury. The Parent’s cash needs are usually met through dividends from its subsidiaries, interest and investment income, subsidiaries’ proportionate share of current income taxes, management and other fees, bank lines, equity contributed through the exercise of stock options, commercial paper, and long-term debt and equity issuances. The subsidiary banks’ primary source of funding is their core deposits. Operational cash flows, while constituting a funding source for the Company, are not large enough to provide funding in the amounts that fulfill the needs of the Parent and its subsidiary banks. As a result, the Company supplements operations with other sources to manage its liquidity needs.

Most of the Company’s subsidiary banks have seen reduced profitability or recorded losses in recent quarters, and therefore are currently unable to reliably pay dividends. Also, earnings on the Parent’s investment securities portfolio have been reduced. Cash earnings from subsidiaries and investments currently do not cover the Parent’s interest and dividend payments. In addition, the Parent had to increase its investment in several of its bank subsidiaries in 2009 and in the first quarter of 2010 in order to maintain capital levels appropriate to current weak economic and credit quality conditions. The Company has reduced the dividend on its common stock to $0.01 per share per quarter, in order to conserve both capital and cash. Federal Reserve Board Supervisory Letter SR 09-4, dated February 24, 2009, reiterates and expands previous guidance regarding the payment of common dividends and dividends on more senior capital instruments in times of stress on earnings and capital ratios.

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General financial market and economic conditions, both of which have been highly stressed since mid-2008 or earlier, as well as the Company’s debt ratings, have adversely impacted the Company’s access to external financing. Access to funding markets for the Parent and subsidiary banks is directly impacted by the credit ratings they receive from various rating agencies. The ratings not only influence the costs associated with the borrowings but can also influence the sources of the borrowings. The Parent’s credit ratings did not change during the first nine months of 2010. One rating agency, Moody’s, rates the Company’s senior debt as B2 or noninvestment grade, while Standard & Poors, Fitch and DBRS all rate the Company’s senior debt at a low investment grade. In August 2010, Moody’s changed its outlook for the Company to positive from negative. The other three agencies have a negative outlook for the Company.

During the first nine months of 2010, the primary sources of cash available to the Parent in the capital markets have been (1) issuance of new shares of common stock, (2) issuance of new shares of Series E preferred stock, (3) issuance of common stock warrants, (4) issuance of unsecured 1-2.5 year senior notes, and (5) issuance of five-year 7.75% unsecured senior notes. In total these sources added approximately $1,058 million to the Parent’s cash balance. The Parent became more liquid during the third quarter of 2010, with its cash balance increasing to $1,209 million at September 30, 2010, compared with $1,116 million at June 30, 2010 and $542 million at December 31, 2009.

For the three and nine months ended September 30, 2010, the Parent’s operating expenses included $35.4 million and $108.3 million of interest expense, excluding amortization, respectively. Additionally, the Parent paid $29.8 million and $74.6 million of dividends on preferred and common stock, respectively, for the same applicable periods.

Additional information regarding financing actions may be found subsequently. During 2009, and in the first nine months of 2010, some other financing markets began to reopen for regional and larger banking companies, but there can be no assurance that the Company will have access to these markets at any given time.

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The following table presents the Parent’s balance sheet at September 30, 2010, December 31, 2009, and September 30, 2009.

Parent Only Condensed Balance Sheets

(In thousands)	September 30, 2010		December 31, 2009		September 30, 2009
ASSETS
Cash and due from banks	$	1,950	$	2,254	$	4
Interest-bearing deposits		1,206,647		539,874		858,668
Investment securities:
Held-to-maturity, at adjusted cost (approximate fair value of $3,502, $2,633, and $3,668)		3,690		2,633		3,899
Available-for-sale, at fair value		465,751		432,761		328,343
Trading account, at fair value		–		–		49
Loans, net of unearned fees of $0, $45, and $47 and allowance for loan losses of $58, $112, and $52)		2,865		6,292		6,353
Other noninterest-bearing investments		53,068		83,780		75,515
Investments in subsidiaries:
Commercial banks and bank holding company		6,722,326		6,579,075		6,502,858
Other operating companies		71,067		66,254		74,661
Nonoperating – ZMFU II, Inc.1		92,881		92,184		91,691
Receivables from nonbank subsidiaries		1,400		2,050		3,700
Other assets		165,978		76,574		94,929
	$	8,787,623	$	7,883,731	$	8,040,670
LIABILITIES AND SHAREHOLDERS’ EQUITY
Other liabilities	$	203,505	$	233,550	$	189,566
Commercial paper:
Due to affiliates		45,985		49,991		49,988
Due to others		29,142		1,084		2,449
Other short-term borrowings		204,252		117,263		29,687
Subordinated debt to affiliated trusts		309,278		309,278		309,278
Long-term debt
Due to affiliates		117,851		–		–
Due to others		1,382,178		1,479,907		1,786,994
Total liabilities		2,292,191		2,191,073		2,367,962
Shareholders’ equity:
Preferred stock		1,875,463		1,502,784		1,529,462
Common stock		4,070,963		3,318,417		3,125,344
Retained earnings		1,017,428		1,324,516		1,502,232
Accumulated other comprehensive income (loss)		(452,553)		(436,899)		(469,112)
Deferred compensation		(15,869)		(16,160)		(15,218)
Total shareholders’ equity		6,495,432		5,692,658		5,672,708
	$	8,787,623	$	7,883,731	$	8,040,670

¹ ZMFU II, Inc. is a wholly-owned nonoperating subsidiary whose sole purpose is to hold a portfolio of municipal bonds, loans and leases.

During the first nine months of 2010, on a consolidated basis, issuances of long-term debt exceeded repayments, which resulted in net cash inflows of $12 million. Cash received from the issuance of long-term debt for the first nine months of 2010 included $40 million from the issuance of additional 7.75% unsecured notes due September 23, 2014, $41 million from the issuance of senior medium-term notes due between November 2012 and February 2013.

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On a consolidated basis, issuances of short-term borrowings exceeded repayments, which resulted in $66 million of cash inflows during the first nine months of 2010. This included $116 million from the issuance of one-year senior medium-term notes.

At September 30, 2010, maturities of short- and long-term senior medium-term notes ranged from October 2010 to February 2013 with rates from 3.25% to 6.00%.

The subsidiaries’ primary source of funding is their core deposits, consisting of demand, savings and money market deposits, time deposits under $100,000 and foreign deposits. At September 30, 2010, these core deposits, excluding brokered deposits, in aggregate, constituted 93.0% of consolidated deposits, compared with 93.1% and 89.3% of consolidated deposits at June 30, 2010 and December 31, 2009 respectively. The Company’s subsidiary banks have also obtained brokered deposits to serve as an additional source of liquidity. At September 30, 2010, total brokered deposits were $0.5 billion, down from $1.6 billion at December 31, 2009 and $2.5 billion at September 30, 2009.

Total deposits decreased by $1,054 million during the third quarter of 2010 due to our efforts to reduce excess liquidity. Except for savings and NOW deposits, all deposit categories decreased during the third quarter of 2010. We worked with a number of business and governmental customers to help them move excess cash balances into sweep accounts at third-party money market funds. We will continue to reduce non-core and non-relationship deposits to improve profitability and return on capital, but as loan demand improves we anticipate bringing these deposits back onto the balance sheet.

For the first nine months of 2010, total deposits decreased by $880 million, resulting in net cash outflows of $878 million. Money market, time, and foreign deposits decreased, while lower-rate savings and NOW and noninterest-bearing demand deposits increased.

On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act made permanent the current standard maximum deposit insurance amount of $250,000. The FDIC has also implemented a program to provide full deposit insurance coverage for noninterest-bearing transaction deposit accounts, currently through December 31, 2010. The Company did not opt out of this program. The Dodd-Frank Wall Street Reform and Consumer Protection Act continues full deposit insurance coverage for noninterest-bearing transaction deposit accounts for two more years until December 31, 2012 for all banks.

The Federal Home Loan Bank (“FHLB”) system, has, from time to time, been a significant source of liquidity for each of the Company’s subsidiary banks. Zions Bank and TCBW are members of the FHLB of Seattle. CB&T, NSB, and NBA are members of the FHLB of San Francisco. Vectra is a member of the FHLB of Topeka and Amegy Bank is a member of the FHLB of Dallas. The FHLB allows member banks to borrow against their eligible loans to satisfy liquidity requirements. Borrowings from the FHLB may increase in the future, depending on availability of funding from other sources such as deposits. The subsidiary banks are required to invest in FHLB stock to maintain their borrowing capacity. At September 30, 2010 and December 31, 2009 the Company had $20 million and $16 million, respectively, of long-term borrowings outstanding from the FHLB, but did not have any short-term borrowings outstanding from the FHLB for the same applicable periods. At September 30, 2010 and December 31, 2009 the subsidiary banks’ total investment in FHLB stock was approximately $129 million and $136 million, respectively.

At September 30, 2010, the amount available for additional FHLB and Federal Reserve borrowings was approximately $12.5 billion. An additional $0.7 billion could be borrowed at September 30, 2010 upon the pledging of additional available collateral.

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While not considered a primary source of funding, the Company’s investment activities can provide or use cash, depending on the asset-liability management posture that is being observed. For the first nine months of 2010, investment securities activities resulted in a decrease in investment securities holdings and a net increase of cash in the amount of $368 million.

During the first nine months of 2010, several of the Company’s subsidiary banks surrendered certain bank-owned life insurance contracts and received cash of $210 million for the settlement of the cash surrender values of the policies.

Maturing balances in the various loan portfolios also provide additional flexibility in managing cash flows. In most cases, loan growth has resulted in net cash outflows from a funding standpoint; however, for both 2009 and for the first nine months of 2010, organic loan activity resulted in a net cash inflow $1.4 billion.

During the nine months ended September 30, 2010, the Company received net cash income tax refunds totaling $325 million.

Consolidated cash at the Parent and its subsidiaries increased to $5.5 billion at September 30, 2010 from $2.0 billion at December 31, 2009 and $3.2 billion at September 30, 2009. During the first nine months of 2010 we had a significant increase in cash mainly due to our capital raising transactions and a net decrease in loans, partially offset by a decrease in total deposits. However, during the third quarter of 2010, consolidated cash decreased by $0.4 billion from $5.9 billion at June 30, 2010, reflecting our efforts to reduce excess liquidity.

A more comprehensive discussion of our liquidity management is contained in Zions’ 2009 Annual Report on Form 10-K.

Operational Risk Management

Operational risk is the potential for unexpected losses attributable to human error, systems failures, fraud, or inadequate internal controls and procedures. In its ongoing efforts to identify and manage operational risk, the Company has a Corporate Risk Management Department whose responsibility is to help Company management identify and assess key risks and monitor the key internal controls and processes that the Company has in place to mitigate operational risk. We have documented controls and the Control Self Assessment related to financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002 and the Federal Deposit Insurance Corporation Improvement Act of 1991.

To manage and minimize its operating risk, the Company has in place transactional documentation requirements, systems and procedures to monitor transactions and positions, regulatory compliance reviews, and periodic reviews by the Company’s internal audit and credit examination departments. In addition, reconciliation procedures have been established to ensure that data processing systems consistently and accurately capture critical data. Further, we maintain contingency plans and systems for operations support in the event of natural or other disasters. Efforts are continually underway to improve the Company’s oversight of operational risk, including enhancement of risk-control self assessments and of antifraud measures.

CAPITAL MANAGEMENT

We believe that a strong capital position is vital to continued profitability and to promoting depositor and investor confidence.

Note 9 of the Notes to Consolidated Financial Statements discusses the Company’s debt and equity transactions during the first nine months of 2010.

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ZIONS BANCORPORATION AND SUBSIDIARIES

These debt and equity issuances, along with the Total Return Swap (“TRS”) with regard to certain of the Company’s CDO investments have significantly bolstered the Company’s capital position and ratios. However, the Company anticipates that it may continue to raise additional common equity in amounts sufficient to cover losses and dividends until it returns to profitability in order to preserve this capital position.

Total controlling interest shareholders’ equity at September 30, 2010 was $6,495 million compared to $5,693 million at December 31, 2009, and $5,673 million at September 30, 2009. The increase in total controlling interest shareholders’ equity from December 31, 2009 is primarily due to the capital actions previously discussed partially offset by a net loss for the first nine months of 2010 and dividends paid on common and preferred stock for the same applicable period.

Conversions of convertible subordinated debt into preferred stock have augmented the Company’s capital position and reduced future refinancing needs. From the original modification in June 2009 through the announced conversions that will occur in the fourth quarter of 2010, $406.4 million of debt will have been extinguished and $474.2 million of preferred capital will have been added. The following schedule shows the effect the conversion had on Tier 1 capital and outstanding convertible subordinated debt.

	Three Months Ended
(In millions)	September 30, 2010		June 30, 2010		March 31, 2010		December 31, 2009		September 30, 2009		June 30, 2009
Preferred equity
Convertible subordinated debt converted to preferred stock	$	54,259	$	116,624	$	21,034	$	35,682	$	27,757	$	–
Beneficial conversion feature reclassified from common to preferred stock		9,231		19,034		3,578		6,212		4,786
Change in preferred equity		63,490		135,658		24,612		41,894		32,543		–
Common equity
Gain on subordinated debt modification, net of tax								9,398				304,875
Accelerated convertible subordinated debt amortization, net of tax		(22,322)		(58,663)		(6,905)		(12,330)		(9,733)		–
Beneficial conversion feature added to common stock								1,660				201,154
Beneficial conversion feature reclassified from common to preferred stock		(9,231)		(19,034)		(3,578)		(6,212)		(4,786)		–
Change in common equity		(31,553)		(77,697)		(10,483)		(7,484)		(14,519)		506,029
Net impact on Tier 1 capital	$	31,937	$	57,961	$	14,129	$	34,410	$	18,024	$	506,029
Convertible subordinated debt outstanding	$	954,509	$	1,008,768	$	1,125,392	$	1,146,426	$	1,142,108	$	1,169,865

Additionally, on October 21, 2010, the Company filed a Form 8-K disclosing that holders of subordinated notes elected to convert a combined $151.0 million principal amount of these notes into the Company’s preferred stock. The Company expects an additional 150,972 of Series C and 63 shares of Series A preferred stock will be issued on November 15, 2010 and November 16, 2010, unless the elections are revoked prior to that date. Also $25 million of the original beneficial conversion feature will be reclassified into preferred stock from common stock as a result of this conversion. The expected discount amortization attributable to the conversions (i.e. accelerated discount amortization) is approximately $73.3 million in the fourth quarter, which compares to $27.5 million of accelerated discount amortization for the September 2010 conversions.

Dividends of $0.03 per common share (a total of $4.9 million) were paid in the first nine months of 2010. This rate is unchanged from the rate paid since the third quarter of 2009. At its October 2010 meeting, the Company’s Board of Directors declared a dividend of $0.01 per share of common stock. The dividend is payable November 23, 2010 to shareholders of record as of the close of business on November 10, 2010.

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Under the terms of the CPP, the Company may not increase the dividend on its common stock above $0.32 per share per quarter during the period the senior preferred shares are outstanding without adversely impacting the Company’s interest in the program or without permission from the U.S. Department of the Treasury.

The Company recorded preferred stock dividends of $84.8 million and $78.3 million during the first nine months of 2010 and 2009, respectively. Preferred dividends for the first nine months of 2010 and 2009 include $67.5 million and $68.1 million, respectively, related to the TARP preferred stock issued to the U.S. Department of the Treasury.

Banking organizations are required under published regulations to maintain adequate levels of capital as measured by several regulatory capital ratios. As of September 30, 2010, the Company and each of its subsidiary banks exceeded the “well capitalized” guidelines under regulatory standards.

The Company’s capital ratios were as follows:

	September 30, 2010			December 31, 2009			September 30, 2009			Percentage required to be well capitalized
Tangible common equity ratio		7.03	%		6.12	%		5.76	%		na
Tangible equity ratio		10.78	%		9.16	%		8.73	%		na
Average equity to average assets (three months ended)		12.40	%		10.76	%		10.94	%		na
Risk-based capital ratios:
Tier 1 common to risk-weighted assets		8.66	%		6.73	%		6.59	%		na
Tier 1 leverage		12.00	%		10.38	%		10.40	%		na	1
Tier 1 risk-based capital		13.97	%		10.53	%		10.34	%		6.00	%
Total risk-based capital		16.54	%		13.28	%		13.08	%		10.00	%

¹ There is no Tier 1 leverage component in the definition of a well capitalized holding company.

At September 30, 2010, regulatory Tier 1 risk-based capital and total risk-based capital were $6,109 million and $7,230 million compared to $5,407 million and $6,823 million at December 31, 2009, and $5,447 million and $6,892 million at September 30, 2009, respectively.

GAAP to NON-GAAP RECONCILIATION

1. Tier 1 common equity

Traditionally, the Federal Reserve and other banking regulators have assessed a bank’s capital adequacy based on Tier 1 capital, the calculation of which is codified in federal banking regulations. Regulators have begun supplementing their assessment of the capital adequacy of a bank based on a variation of Tier 1 capital, known as Tier 1 common equity. While not codified, analysts and banking regulators have assessed Zions’ capital adequacy using the Tier 1 common equity measure. Because Tier 1 common equity is not formally defined by GAAP or codified in the federal banking regulations, this measure is considered to be a non-GAAP financial measure and other entities may calculate them differently than Zions’ disclosed calculations. Since analysts and banking regulators may assess Zions’ capital adequacy using Tier 1 common equity, Zions believes that it is useful to provide investors the ability to assess Zions’ capital adequacy on this same basis.

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ZIONS BANCORPORATION AND SUBSIDIARIES

Tier 1 common equity is often expressed as a percentage of risk-weighted assets. Under the risk-based capital framework, a bank’s balance sheet assets and credit equivalent amounts of off-balance sheet items are assigned to one of four broad risk categories. The aggregated dollar amount in each category is then multiplied by the risk weighting assigned to that category. The resulting weighted values from each of the four categories are added together and this sum is the risk-weighted assets total that, as adjusted, comprises the denominator of certain risk-based capital ratios. Tier 1 capital is then divided by this denominator (risk-weighted assets) to determine the Tier 1 capital ratio. Adjustments are made to Tier 1 capital to arrive at Tier 1 common equity. Tier 1 common equity is also divided by the risk-weighted assets to determine the Tier 1 common equity ratio. The amounts disclosed as risk-weighted assets are calculated consistent with banking regulatory requirements.

The Schedule below provides a reconciliation of controlling interest shareholders’ equity (GAAP) to Tier 1 capital (regulatory) and to Tier 1 common equity (non-GAAP).

(Amounts in millions)	September 30, 2010			December 31, 2009			September 30, 2009
Controlling interest shareholders’ equity (GAAP)	$	6,495		$	5,693		$	5,673
Accumulated other comprehensive loss (income)		453			437			469
Nonqualifying goodwill and intangibles		(1,109	)		(1,129	)		(1,143	)
Disallowed deferred tax assets		(179	)		(43	)		–
Other regulatory adjustments		1			1			–
Qualifying trust preferred securities		448			448			448
Tier 1 capital (regulatory)		6,109			5,407			5,447
Qualifying trust preferred securities		(448	)		(448	)		(448	)
Preferred stock		(1,876	)		(1,503	)		(1,529	)
Tier 1 common equity (non-GAAP)	$	3,785		$	3,456		$	3,470
Risk-weighted assets (regulatory)		43,719			51,360			52,685
Tier 1 common to risk-weighted assets (non-GAAP)		8.66%			6.73%			6.59%

2. Core net interest margin

This 10-Q presents a “core net interest margin” which excludes the effects of the (1) discount amortization on convertible subordinated debt; (2) accelerated discount amortization on convertible subordinated debt; and (3) additional accretion of interest income on acquired loans based on increased projected cash flows (hereinafter collectively referred to as the “net interest margin adjustments”). The net interest margin adjustments are included in financial results presented in accordance with generally accepted accounting principles (“GAAP”). Management considers the net interest margin adjustments to be relevant to ongoing operating results.

The Company believes the exclusion of these net interest margin adjustments to present a core net interest margin provides a meaningful base for period-to-period and company-to-company comparisons, which management believes will assist investors in analyzing the operating results of the Company and predicting future performance. As a non-GAAP financial measure, the core net interest margin is used by management and the Board of Directors to assess the performance of the Company’s business for the following purposes:

• Evaluation of bank reporting segment performance

• Presentations of Company performance to investors

The Company believes that presenting the core net interest margin will permit investors to assess the performance of the Company on the same basis as that applied by management and the Board of Directors.

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ZIONS BANCORPORATION AND SUBSIDIARIES

The Schedule below provides a reconciliation of net interest margin (GAAP) to core net interest margin (non-GAAP).

	Three Months Ended
	September 30, 2010			June 30, 2010			September 30, 2009
Net interest margin as reported (GAAP)		3.84	%		3.58	%		3.91	%
Addback for the impact on net interest margin of:
Discount amortization on convertible subordinated debt		0.12	%		0.12	%		0.10	%
Accelerated discount amortization on convertible subordinated debt		0.23	%		0.52	%		0.12	%
Additional accretion of interest income on acquired loans		-0.16	%		-0.08	%		–
Core net interest margin (non-GAAP)		4.03	%		4.14	%		4.13	%

3. Income (loss) before income taxes and subordinated debt modification and conversions

This 10-Q also presents “Income (loss) before income taxes and subordinated debt modification and conversions” which excludes the effects of the (1) discount amortization on convertible subordinated debt, (2) accelerated discount amortization on convertible subordinated debt, and (3) gain on subordinated debt modification. The adjustments are included in financial results presented in accordance with GAAP. Management considers the income (loss) adjustments to be relevant to ongoing operating results.

The Company believes the exclusion of these adjustments to present income before income taxes and subordinated debt modification and conversions provides a meaningful base for period-to-period and company-to-company comparisons, which management believes will assist investors in analyzing the operating results of the Company and predicting future performance. As a non-GAAP financial measure, income (loss) before income taxes and subordinated debt modification and conversions is used by management and the Board of Directors to assess the performance of the Company’s business for the following purposes:

• Evaluation of bank reporting segment performance

• Presentations of Company performance to investors

The Company believes that presenting the income (loss) before income taxes and subordinated debt modification and conversions will permit investors to assess the performance of the Company on the same basis as that applied by management and the Board of Directors. The schedule on page 41 provides a reconciliation of income (loss) before income taxes (GAAP) to Income (loss) before income taxes and subordinated debt modification and conversions (non-GAAP).

Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied, and are not audited. Although these non-GAAP financial measures are frequently used by stakeholders in the evaluation of a company, they have limitations as an analytical tool, and should not be considered in isolation or as a substitute for analyses of results as reported under GAAP.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest rate and market risks are among the most significant risks regularly undertaken by the Company, and they are closely monitored as previously discussed. A discussion regarding the Company’s management of interest rate and market risk is included in the section entitled “Interest Rate and Market Risk Management” in this Form 10-Q.

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ZIONS BANCORPORATION AND SUBSIDIARIES

ITEM 4. CONTROLS AND PROCEDURES

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Offer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of September 30, 2010. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Offer concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2010. There were no material changes in the Company’s internal control over financial reporting during the third quarter of 2010.

PART II.    OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is a defendant in various legal proceedings arising in the normal course of business. The Company does not believe that the outcome of any such proceedings will have a material effect on its consolidated financial position, operations, or liquidity.

ITEM 1A. RISK FACTORS

The Company believes there have been no significant changes in risk factors compared to the factors identified in Zions Bancorporation’s 2009 Annual Report on Form 10-K; however, this filing contains updated disclosures related to significant risk factors discussed in “Investment Securities Portfolio,” “Credit Risk Management,” “Market Risk – Fixed Income,” and “Liquidity Risk Management.”

During the first nine months of 2010, the Company identified the following additional risk factor:

Recently adopted financial reform legislation will impose significant new limitations on our business activities and subject us to increased regulation and additional costs.

The Dodd-Frank Wall Street Reform and Consumer Protection Act enacted on July 21, 2010 will have material implications for the Company and the entire financial services industry. Among other things it will or potentially could:

• Result in the Company being defined as “systemically important,” which brings significant additional regulatory oversight and requirements;

• Affect the levels of capital and liquidity with which the Company must operate and how it plans capital and liquidity levels (including a phased-in elimination of the Company’s existing trust preferred securities as Tier 1 capital);

• Subject the Company to new and/or higher fees paid to various regulatory entities, including but not limited to deposit insurance fees to the FDIC;

• Impact the Company’s ability to invest in certain types of entities or engage in certain activities;

• Impact a number of the Company’s business and risk management strategies;

• Restrict the revenue that the Company generates from certain businesses;

• Subject the Company to a new Consumer Financial Protection Bureau, with very broad rule-making and enforcement authorities; and

• Subject the Company to new and different litigation and regulatory enforcement risks.

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ZIONS BANCORPORATION AND SUBSIDIARIES

As the Act requires that many studies be conducted and that hundreds of regulations be written in order to fully implement it, the full impact of this legislation on the Company, its business strategies, and financial performance cannot be known at this time, and may not be known for a number of years. However, these impacts are expected to be substantial and some of them are likely to adversely affect the Company and its financial performance. The extent to which the Company can adjust its strategies to offset such adverse impacts also is not knowable at this time.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Share Repurchases

The following table summarizes the Company’s share repurchases for the third quarter of 2010:

Period	Total number of shares repurchased 1		Average price paid per share		Total number of shares purchased as part of publicly  announced plans or programs		Approximate dollar value of shares that may yet be  purchased under the plan
July		752	$	21.45		–	$	–
August		6,964		20.01		–		–
September		443		19.73		–		–
Third quarter		8,159		20.13		–

¹ Represents common shares acquired from employees in connection with the Company’s stock compensation plan. Shares were acquired from employees to pay for their payroll taxes upon the vesting of restricted stock under the “withholding shares” provision of an employee share-based compensation plan

ITEM 6. EXHIBITS

a) Exhibits

Exhibit Number	Description
3.1	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.	*
3.2	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.	*
3.3	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-Q for the quarter ended March 31, 2009.	*

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ZIONS BANCORPORATION AND SUBSIDIARIES

Exhibit Number	Description
3.4	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.	*
3.5	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.	*
3.6	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.	*
3.7	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.	*
3.8	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.	*
3.9	Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation, dated June 30, 2009, incorporated by reference to Exhibit 3.1 of Form 8-K filed July 2, 2009.	*
3.10	Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation dated June 30, 2009, incorporated by reference to Exhibit 3.10 of Form 10-Q for the quarter ended June 30, 2009.	*
3.11	Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation dated June 30, 2009, incorporated by reference to Exhibit 3.11 of Form 10-Q for the quarter ended June 30, 2009.	*
3.12	Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation dated June 2, 2010, incorporated by reference to Exhibit 3.1 of Form 8-K filed June 3, 2010.	*
3.13	Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation dated June 14, 2010, incorporated by reference to Exhibit 3.1 of Form 8-K filed June 15, 2010.	*

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ZIONS BANCORPORATION AND SUBSIDIARIES

Exhibit Number		Description
	3.14	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.	*
	4.1	Warrant Agreement, between Zions Bancorporation and Zions First National Bank, and Warrant Certificate (filed herewith).
	31.1	Certification by Chief Executive Officer required by Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934 (filed herewith).
	31.2	Certification by Chief Financial Officer required by Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934 (filed herewith).
	32	Certification by Chief Executive Officer and Chief Financial Officer required by Sections 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 (15 U.S.C. 78m) and 18 U.S.C. Section 1350 (furnished herewith).
	101	Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets as of September 30, 2010, December 31, 2009, and September 30, 2009, (ii) the Consolidated Statements of Income for the three months ended September 30, 2010 and September 30, 2009 and the nine months ended September 30, 2010 and September 30, 2009, (iii) the Consolidated Statements of Changes in Shareholders’ Equity and Comprehensive Income for the nine months ended September 30, 2010 and September 30, 2009, (iv) the Consolidated Statements of Cash Flows for the three months ended September 30, 2010 and September 30, 2009 and the nine months ended September 30, 2010 and September 30, 2009, and (v) the Notes to the Consolidated Financial Statements, tagged as blocks of text (furnished herewith).
		*Incorporated by reference

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ZIONS BANCORPORATION AND SUBSIDIARIES

S I G N A T U R E S

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

ZIONS BANCORPORATION

/s/ HARRIS H. SIMMONS

Harris H. Simmons, Chairman, President

and Chief Executive Officer

/S/ DOYLE L. ARNOLD

Doyle L. Arnold, Vice Chairman

and Chief Financial Officer

Date: November 9, 2010

82

EX-4.1

EXHIBIT 4.1

WARRANT AGREEMENT

Dated May 25, 2010

between

ZIONS BANCORPORATION

and

ZIONS FIRST NATIONAL BANK

as Warrant Agent

TABLE OF CONTENTS

Page

ARTICLE 1

DEFINITIONS

Section 1.01. Certain Definitions 1

ARTICLE 2

ISSUANCE, EXECUTION AND TRANSFER OF WARRANTS

Section 2.01.	Issuance of Warrants	7
Section 2.02.	Execution and Authentication of Warrants	8
Section 2.03.	Form of Warrant Certificates	8
Section 2.04.	Transfer, Exchange and Substitution	9
Section 2.05.	Global Warrants	10
Section 2.06.	Surrender of Warrant Certificates; Cancellation	11

ARTICLE 3

EXERCISE AND SETTLEMENT OF WARRANTS

Section 3.01.	Exercise of Warrants	11
Section 3.02.	Procedure for Exercise	11
Section 3.03.	Automatic Exercise of Warrants	12
Section 3.04.	Settlement of Warrants	12
Section 3.05.	Delivery of Common Stock	12
Section 3.06.	Payments to the Company	13
Section 3.07.	No Fractional Shares to Be Issued	13
Section 3.08.	Acquisition of Warrants by Company	13
Section 3.09.	Direction of Warrant Agent	13

ARTICLE 4

EXERCISE OF WARRANTS IN CONNECTION WITH A DESIGNATED EVENT

Section 4.01.	Increase in Number of Shares Deliverable Upon Designated Event	14
Section 4.02.	Notice of Designated Event	14
Section 4.03.	Additional Shares	15
Section 4.04.	Cash Designated Event Settlement	16

ARTICLE 5

EXERCISE OF WARRANTS IN CONNECTION WITH AN ACCOUNTING EVENT

Section 5.01.	Increase in Number of Shares Deliverable Upon Accounting Event	16
Section 5.02.	Manner of Exercise	16
Section 5.03.	Calculation of Number of Additional Shares	17

-i-

ARTICLE 6

ADJUSTMENTS

Section 6.01.	Adjustments to Exercise Price	17
Section 6.02.	Adjustments to Number of Shares	23
Section 6.03.	Certain Distributions of Rights and Warrants	23
Section 6.04.	Shareholder Rights Plans	24
Section 6.05.	Discretionary Adjustments	24
Section 6.06.	Restrictions on Adjustments	24
Section 6.07.	Recapitalizations, Reclassifications and Other Changes	25
Section 6.08.	Consolidation, Merger and Sale of Assets	27
Section 6.09.	Common Stock Outstanding	28
Section 6.10.	Covenant to Reserve Shares for Issuance on Exercise	28
Section 6.11.	Company’s Determinations Final	29
Section 6.12.	Notice of Adjustments	29
Section 6.13.	Warrant Agent Not Responsible for Adjustments	29
Section 6.14.	Statements on Warrants	29
Section 6.15.	Public Announcement of Adjustments	30
Section 6.16.	Deferral of Adjustments	30
Section 6.17.	Limitations on Adjustment for Issuance of Common Stock or Preferred Stock	30

ARTICLE 7

OTHER PROVISIONS RELATING TO RIGHTS OF WARRANTHOLDERS

Section 7.01.	No Rights as Stockholders	30
Section 7.02.	Mutilated or Missing Warrant Certificates	30
Section 7.03.	Modification, Waiver and Meetings	31

ARTICLE 8

CONCERNING THE WARRANT AGENT AND OTHER MATTERS

Section 8.01.	Payments Generally	32
Section 8.02.	Payment of Certain Taxes	32
Section 8.03.	Certain Tax Filings	33
Section 8.04.	Change of Warrant Agent	33
Section 8.05.	Compensation; Further Assurances	34
Section 8.06.	Reliance on Counsel	34
Section 8.07.	Proof of Actions Taken	35
Section 8.08.	Correctness of Statements	35
Section 8.09.	Validity of Agreement	35
Section 8.10.	Use of Agents	35
Section 8.11.	Indemnification of Warrant Agent	35
Section 8.12.	Legal Proceedings	35
Section 8.13.	Other Transactions in Securities of the Company	36
Section 8.14.	Actions as Agent	36
Section 8.15.	Appointment and Acceptance of Agency	36
Section 8.16.	Liability of Warrant Agent	36

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Section 8.17.	Successors and Assigns	36
Section 8.18.	Notices	36
Section 8.19.	Applicable Law	37
Section 8.20.	Benefit of this Warrant Agreement	37
Section 8.21.	Registered Warrantholders	37
Section 8.22.	Inspection of this Warrant Agreement	38
Section 8.23.	Headings	38
Section 8.24.	Counterparts	38

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WARRANT AGREEMENT

This Warrant Agreement, dated May 25, 2010 (this “Warrant Agreement”), is between ZIONS BANCORPORATION, a corporation organized under the laws of the State of Utah (the “Company”), and ZIONS FIRST NATIONAL BANK, a national banking association organized under the laws of the United States with its principal place of business in the State of Utah (the “Warrant Agent”).

WITNESSETH THAT:

WHEREAS, the Company proposes to issue Warrants (as defined herein) to purchase the Number of Shares (as defined herein) of Common Stock of the Company upon the terms and conditions set forth herein and in the Warrant Certificates (as defined herein) evidencing the Warrants; and

WHEREAS, the Company desires that the Warrant Agent act on behalf of the Company, and the Warrant Agent is willing to act, in connection with the issuance, exchange, transfer, substitution and exercise of Warrants.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the Company and the Warrant Agent agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.01. Certain Definitions. As used in this Warrant Agreement, the following terms shall have their respective meanings set forth below:

“$” and “Dollars” refers to such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

“Accounting Event” means a reasonable determination by the Board of Directors that, under accounting rules, interpretations thereof or guidance thereunder (either formal or informal) issued by any accounting regulatory body, including the Securities and Exchange Commission, Financial Accounting Standards Board or Emerging Issues Task Force, the Company is required to account for the Warrants as either derivatives under the Financial Accounting Standards Board’s Accounting Standards Codification (“FASB ASC”) Section 815 “Derivatives and Hedging” (or any successor guidance) or as a liability under FASB ASC Section 480 “Distinguishing Liabilities from Equity” (or any successor guidance) or a derivative or liability under similar guidance by any other designated standard setter that issues or publishes accounting standards applicable to the Company; provided that, as a result of such determination, such accounting treatment for the Warrants shall take effect as of a date that is either prior to the date of such determination or within three months thereafter; and provided, further, that it shall not be an Accounting Event if any such determination arises from actions taken by the Company or any of its subsidiaries that amended or changed the terms of the Warrants.

“Accounting Event Effective Date” with respect to an Accounting Event means the date on which the Board of Directors makes the relevant determination with respect thereto.

“Accounting Exercise Date” has the meaning set forth in Section 5.01.

“Adjustment Event” has the meaning set forth in Section 6.16.

“Agent Members” has the meaning set forth in Section 2.05(b).

“Applicable Price” means, for any Designated Event, (i) if the consideration paid to holders of Common Stock in connection with such Designated Event consists exclusively of Cash, the amount of such Cash per share of Common Stock, and (ii) in all other cases, the average of the last reported sale prices of Common Stock for the 10 consecutive Trading Days immediately preceding the Effective Date of such Designated Event.

“Authentication Order” means a written order for authentication and delivery of Warrants, signed in the name of the Company by any two officers, at least one of whom must be its Chairman, its Chief Executive Officer, its Chief Financial Officer, its Treasurer, an Assistant Treasurer, or its Controller, and delivered to the Warrant Agent.

“Board of Directors” means the board of directors of the Company or any committee of such board of directors duly authorized to exercise the power of such board of directors with respect to the matters provided for in this Warrant Agreement as to which the board of directors is authorized or required to act.

“Business Day” means any day other than (i) a Saturday or Sunday or (ii) a day on which state or federally chartered banking institutions in New York City are not required to be open.

“Calculation Period” with respect to any Warrant means the 10 consecutive Trading Day period beginning on and including the Exercise Date for such Warrant, except that if a Warrant is exercised at any time after the 10th Scheduled Trading Day prior to the Expiration Date and until the Close of Business on the Expiration Date or upon a Cash Designated Event, then (i) the Warrant will be deemed to have been exercised the 10th Trading Day immediately preceding the Expiration Date or the Effective Date of such Cash Designated Event, as the case may be, and (ii) the Calculation Period for such Warrant will commence on the 10th Trading Day immediately preceding the Expiration Date or the Effective Date of such Cash Designated Event, as the case may be.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of the Company.

“Cash” means such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

“Cash Designated Event” has the meaning set forth in Section 4.04.

“Certificated Warrant” means a Warrant represented by a Warrant Certificate, in definitive, fully registered form that is not a Global Warrant.

“Close of Business” means 5:00 p.m., New York City time.

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“Closing Sale Price” with respect to the Common Stock or any other security means, as of any date, the last reported per share sales price of a share of Common Stock or such other security on such date (or, if no last reported sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices on such date) as reported on the Nasdaq, or, if the Common Stock or such other security is not listed on the Nasdaq, as reported by the principal United States national or regional securities exchange or quotation system on which the Common Stock or such other security is then listed or quoted; provided, however, that, in the absence of such quotations, the Board of Directors will make a good faith determination of the Closing Sale Price.

If, during a period applicable for calculating the Closing Sale Price, an issuance, distribution, subdivision, combination or other transaction or event occurs that requires an adjustment to the Exercise Price or Number of Shares pursuant to Article 6, the Closing Sale Price shall be calculated for such period in a manner determined by the Company in good faith to appropriately reflect the impact of such issuance, distribution, subdivision or combination on the price of the Common Stock during such period.

“Common Stock” means the common stock, no par value per share, of the Company authorized at the date of this Warrant Agreement or as such stock may be constituted from time to time. Subject to the provisions of Section 6.07 and Section 6.08, shares for which Warrants are exercisable shall include only shares of the class designated as Common Stock of the Company as of the date of this Warrant Agreement or shares of any class or classes resulting from any reclassification or reclassifications or change or changes thereof and that have no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, and if at any time there shall be more than one such resulting class, the shares of each such class for which such Warrants are then exercisable shall be substantially in the proportion that the total number of shares of such class resulting from all such reclassifications or changes bears to the total number of shares of all such classes resulting from such reclassifications or changes.

“Company” has the meaning set forth in the preamble to this Warrant Agreement.

“Daily Settlement Amount” means, for each exercised Warrant, on each of the 10 consecutive Trading Days during the related Calculation Period, one-tenth (1/10th) of a number of shares (the “Daily Net Share Settlement Value”) equal to the product of (i) the Number of Shares and (ii) (A) the Daily VWAP of the Common Stock on such day, minus the applicable Exercise Price, divided by (B) such Daily VWAP. The Daily Net Share Settlement Value will be calculated to the nearest 1/10,000th of a share.

“Daily VWAP” of the Common Stock (or any security that is part of the Reference Property, if applicable), in respect of any Trading Day, means the per share volume-weighted average price of the Common Stock (or such other security) as displayed under the heading “Bloomberg VWAP” on Bloomberg Page ZION Equity AQR (or its equivalent successor if such page is not available, or the Bloomberg Page for any security that is part of the Reference Property, if applicable) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such Trading Day, without regard to after-hours trading or any trading outside the regular trading session, or, if such volume-weighted average price is unavailable (or the Reference Property is not a security), the market value of one share of Common Stock (or other Reference Property) on such Trading Day as determined by the Board of Directors in good faith in a commercially reasonable manner, using a volume-weighted average price method (unless the Reference Property is not a security); provided that, in making a volume-weighted average price determination, the Board of Directors may rely conclusively on the determination of daily volume-weighted average price for such Trading Day made by an independent nationally recognized securities dealer selected by the Board of Directors).

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“Depositary” means The Depository Trust Company, its nominees, and their respective successors.

“Designated Event” means any of the following:

(i) any “person” or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) has become the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of shares of the Company’s Voting Stock representing 50% or more of the total voting power of all outstanding classes of the Company’s Voting Stock;

(ii) the Company consolidates with, enters into a binding share exchange with, or merges with or into, another person or the Company sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of its assets, or any person consolidates with, or merges with or into, the Company, in any such event, other than any transaction:

(A) pursuant to which the persons that “beneficially owned,” directly or indirectly, the shares of the Company’s Voting Stock immediately prior to such transaction “beneficially own,” directly or indirectly, shares of the Company’s Voting Stock representing at least a majority of the total voting power of all outstanding classes of Voting Stock of the surviving or transferee person, or of the parent entity of such surviving or transferee person, and such holders’ proportional voting power immediately after such transaction vis-à-vis each other with respect to the securities they receive in such transaction shall be in substantially the same proportions as their respective voting power vis-à-vis each other immediately prior to such transaction; or

(B) which is effected solely to change jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of the Common Stock solely into shares of common stock of the surviving entity; or

(iii) the holders of the Company’s Capital Stock approve any plan or proposal for the liquidation or dissolution of the Company.

“Determination Date” has the meaning set forth in Section 6.16.

“Dividend Threshold Amount” means $0.01 per share of Common Stock per quarter in the case of regular Cash dividends, adjusted in a manner proportional to adjustments made to the Exercise Price other than pursuant to Section 6.01(d) and to account for any change in the frequency of payment of the regular Cash dividend of the Company, and $0.00 in all other cases.

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“Effective Date” has the meaning set forth in Section 4.01(a).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Ex-Date” means, with respect to any dividend or distribution, the first date on which the shares of Common Stock trade, regular way, on the relevant exchange or in the relevant market from which the sale price was obtained, without the right to receive such dividend or distribution.

“Exercise Date” has the meaning set forth in Section 3.02(b).

“Exercise Price” means initially $36.63 per share of Common Stock for which a Warrant is exercisable, subject to adjustment pursuant to Article 6.

“Expiration Date” means, for any Warrant, May 22, 2020, regardless of whether such date is a Trading Day.

“Global Warrant” means a Warrant in the form of a permanent global Warrant Certificate, in definitive, fully registered form.

“Global Warrant Legend” has the meaning set forth in Section 2.05(a).

“Market Disruption Event” means (i) a failure by the primary United States exchange or market on which shares of Common Stock are listed or admitted to trading to open for trading during its regular trading session or (ii) the occurrence or existence prior to 1:00 p.m., New York City time, on any Scheduled Trading Day for shares of Common Stock for more than one half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant stock exchange or otherwise) in shares of Common Stock or in any options, contracts or futures contracts relating to the Common Stock.

“Measurement Period” has the meaning set forth in Section 6.01(e).

“Nasdaq” means the Nasdaq Global Select Market.

“Net Share Amount” has the meaning set forth in Section 3.04.

“Net Share Settlement” means the settlement method pursuant to which an exercising Warrantholder shall be entitled to receive from the Company, for each Warrant exercised, a number of shares of Common Stock equal to the Net Share Amount without any payment therefor.

“Number of Shares” means the number of shares of Common Stock for which a Warrant is exercisable, which is subject to adjustment pursuant to Article 6. Initially, the Number of Shares shall be one.

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“Number of Warrants” means, for a Warrant Certificate, the “Number of Warrants” specified on the face of such Warrant Certificate or, in the case of a Global Warrant, on Schedule A to such Warrant Certificate.

“Offer Expiration Date” has the meaning set forth in Section 6.01(e).

“Offer Expiration Time” has the meaning set forth in Section 6.01(e).

“Officer’s Certificate” means a certificate signed by any two officers of the Company, at least one of whom must be its Chairman, its Chief Executive Officer, its Chief Financial Officer, its Treasurer, an Assistant Treasurer, or its Controller.

“Open of Business” means 9:00 a.m., New York City time.

“Opinion of Counsel” means an opinion in writing signed by legal counsel, who may be an employee of or counsel to the Company and who shall otherwise be reasonably satisfactory to the Warrant Agent.

“Person” means an individual, partnership, firm, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

“Preferred Stock” means the preferred stock of the Company authorized at the date of this Warrant Agreement or as such stock may be constituted from time to time.

“Record Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of Common Stock have the right to receive any Cash, securities or other property or in which Common Stock (or other applicable security) is exchanged for or converted into any combination of Cash, securities or other property, the date fixed for determination of holders of Common Stock entitled to receive such Cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

“Reference Property” has the meaning set forth in Section 6.07(a).

“Reorganization Event” has the meaning set forth in Section 6.07(a).

“Scheduled Trading Day” means any day that is scheduled to be a Trading Day.

“Settlement Date” means, in respect of a Warrant that is exercised hereunder, the third Trading Day immediately following end of the applicable Calculation Period, subject to the last sentence of Section 3.04.

“Spin-Off” has the meaning set forth in Section 6.01(c).

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“Trading Day” for a listed or traded security means a day on which (i) there is no Market Disruption Event, (ii) trading in the Common Stock (or any security that is part of the Reference Property, if applicable) generally occurs on the Nasdaq or, if the Common Stock (or such other Reference Property) is not then listed on the Nasdaq, on the principal other United States national or regional securities exchange on which the Common Stock (or such other Reference Property) is then listed or, if the Common Stock (or such other Reference Property) is not then listed on a United States national or regional securities exchange, on the principal other market on which the Common Stock (or such other Reference Property) is then traded, and (iii) the scheduled closing time for regular trading on the relevant market or exchange is 4:00 p.m., New York City time, or the then-standard closing time for regular trading on such relevant exchange or market. If the Common Stock (or such other reference property) is not so listed or traded, “Trading Day” means a Business Day.

“Trigger Event” has the meaning set forth in Section 6.03(a).

“Unit of Reference Property” has the meaning set forth in Section 6.07(a).

“Unit Value” has the meaning set forth in Section 6.07(c).

“Valuation Period” has the meaning set forth in Section 6.01(c).

“Voting Stock” means Capital Stock entitled to vote generally in elections of directors, or having the power, directly or indirectly, to elect a majority of the members of the Board of Directors.

“Warrant” means a warrant of the Company to purchase the Number of Shares and issued pursuant to this Warrant Agreement with the terms, conditions and rights set forth in this Warrant Agreement and in the Warrant Certificates evidencing the Warrants.

“Warrant Agent” means Zions First National Bank, in its capacity as warrant agent hereunder, or any successor warrant agent pursuant hereto.

“Warrant Agreement” means this Warrant Agreement, dated as of May 25, 2010, as it may be amended pursuant to the terms hereof.

“Warrant Certificate” means any certificate representing Warrants satisfying the requirements set forth in Section 2.03.

“Warrant Register” has the meaning set forth in Section 2.04(a).

“Warrantholder” means each Person in whose name Warrants are registered in the Warrant Register.

ARTICLE 2

ISSUANCE, EXECUTION AND TRANSFER OF WARRANTS

Section 2.01. Issuance of Warrants. (a) Warrants shall be issued in registered form only. The Company shall have executed and delivered to the Warrant Agent, for authentication and delivery, all Warrant Certificates, together with an Authentication Order with respect thereto, evidencing an initial aggregate Number of Warrants equal to 21,077,227 (such Number of Warrants subject to adjustment from time to time as described herein). The Warrant Agent shall have, upon receipt of such Warrant Certificate(s) and Authentication Order, authenticated and delivered such Warrant Certificate(s) in accordance with Section 2.02 and registered such Warrants in the name of the Warrantholder(s), initially the Depositary, in accordance with Section 2.05. All such Warrants shall be dated as of the date hereof.

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(b) On any one or more dates after the execution and delivery of this Warrant Agreement, additional Warrant Certificates evidencing Warrants may be issued in accordance with this Section 2.01. Any such additional Warrants may be offered at a different public offering price than the Warrants dated as of the date hereof. Any additional Warrants issued after the execution and delivery of this Warrant Agreement will become part of the same series as the Warrants issued on the date hereof; provided that no such additional Warrants may be issued unless they will be fungible with the Warrants dated as of the date hereof for United States federal income tax and securities law purposes.

(c) All Warrants issued under this Warrant Agreement shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the issuance and authentication or any other terms thereof.

Section 2.02. Execution and Authentication of Warrants. (a) Warrants shall be executed on behalf of the Company by any of the Chairman, its Chief Executive Officer, its Chief Financial Officer, its Treasurer, an Assistant Treasurer, or its Controller and attested by its Secretary or any one of its Assistant Secretaries. The signature of any of these officers on any Warrant may be manual or facsimile. Typographical and other minor errors or defects in any such signature shall not affect the validity or enforceability of any Warrant that has been duly authenticated and delivered by the Warrant Agent.

(b) Warrants bearing the manual or facsimile signatures of individuals, each of whom was, at the time he or she signed such Warrant or his or her facsimile signature was affixed to such Warrant, as the case may be, a proper officer 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 Warrants or did not hold such offices at the date of such Warrants.

(c) No Warrant shall be entitled to any benefit under this Warrant Agreement or be valid or obligatory for any purpose unless there appears on such Warrant a certificate of authentication substantially in the form provided for herein executed by the Warrant Agent by manual or facsimile signature, and such certificate upon any Warrant shall be conclusive evidence, and the only evidence, that such Warrant has been duly authenticated and delivered hereunder.

Section 2.03. Form of Warrant Certificates. Each Warrant Certificate shall be in substantially the form set forth in Exhibit A hereto and shall have such insertions as are appropriate or required or permitted by this Warrant Agreement and may have such letters, numbers or other marks of identification and such legends and endorsements, stamped, printed, lithographed or engraved thereon, (a) as the Company may deem appropriate and as are not inconsistent with the provisions of this Warrant Agreement, (b) such as may be required to comply with this Warrant Agreement, any law or any rule of any securities exchange on which Warrants may be listed, and (c) such as may be necessary to conform to customary usage.

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Section 2.04. Transfer, Exchange and Substitution. (a) The Company shall cause to be kept at the office of the Warrant Agent, and the Warrant Agent shall maintain, a register (the “Warrant Register”) in which the Company shall provide for the registration of Warrants and transfers, exchanges or substitutions of Warrants as herein provided. All Warrants issued upon any registration of transfer or exchange of or substitution for Warrants shall be valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Warrant Agreement, as Warrants surrendered for such registration of transfer, exchange or substitution.

(b) A Warrantholder may transfer a Warrant only upon surrender of such Warrant for registration of transfer. No such transfer shall be effected until, and the transferee shall succeed to the rights of a Warrantholder only upon, final acceptance and registration of the transfer in the Warrant Register by the Warrant Agent. Prior to the registration of any transfer of a Warrant by a Warrantholder as provided herein, the Company, the Warrant Agent, and any agent of the Company or the Warrant Agent may treat the Person in whose name Warrants are registered as the owner thereof for all purposes and as the Person entitled to exercise the rights represented thereby, any notice to the contrary notwithstanding.

(c) Warrants may be presented or surrendered for registration of transfer, or for exchange or substitution at the offices of the Warrant Agent. Every Warrant presented or surrendered for registration of transfer or for exchange or substitution shall (if so required by the Company or the Warrant Agent) be duly endorsed, or be accompanied by a duly executed instrument of transfer in form satisfactory to the Company and the Warrant Agent, by the holder thereof or such Warrantholder’s attorney, duly authorized in writing.

(d) When Warrants are presented to the Warrant Agent with a request to register the transfer of, or to exchange or substitute, such Warrants, the Warrant Agent shall register the transfer or make the exchange or substitution as requested if its requirements for such transactions and any applicable requirements hereunder are satisfied, which requirements may include, as applicable, the signature guarantee of a guarantor institution approved by The Securities Transfer Association. To permit registrations of transfers, exchanges and substitutions, the Company shall execute Warrant Certificates at the Warrant Agent’s request and the Warrant Agent shall countersign and deliver such Warrant Certificates. No service charge shall be made for any registration of transfer or exchange of or substitution for Warrants, 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 of Warrants.

(e) If less than all Warrants represented by a Certificated Warrant are transferred, exchanged or substituted in accordance with this Warrant Agreement, the Warrant Certificate shall be surrendered to the Warrant Agent and a new Warrant Certificate for a Number of Warrants equal to the Warrants represented by such Warrant Certificate that were not transferred, exchanged or substituted, registered in such name or names as may be directed in writing by the surrendering Warrantholder, shall be executed by the Company and delivered to the Warrant Agent and the Warrant Agent shall countersign such new Warrant Certificate and shall deliver such new Warrant Certificate to the Person or Persons entitled to receive the same.

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Section 2.05. Global Warrants. (a) The Warrants shall initially be issued in the form of one or more Global Warrants. Any Global Warrant shall bear the legend substantially in the form set forth in Exhibit B hereto (the “Global Warrant Legend”).

(b) So long as a Global Warrant is registered in the name of the Depositary, members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Warrant Agreement with respect to the Global Warrant held on their behalf by the Depositary or the Warrant Agent as its custodian, and the Depositary may be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as the absolute owner of such Global Warrant for all purposes. Accordingly, any such owner’s beneficial interest in such Global Warrant will be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its Agent Members, and neither the Company nor the Warrant Agent shall have any responsibility with respect to such records maintained by the Depositary or its Agent Members. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Warrantholder.

(c) Any holder of a Global Warrant registered in the name of the Depositary shall, by acceptance of such Global Warrant, agree that transfers of beneficial interests in such Global Warrant may be effected only through a book-entry system maintained by the holder of such Global Warrant (or its agent), and that ownership of a beneficial interest in Warrants represented thereby shall be required to be reflected in book-entry form.

(d) Transfers of a Global Warrant registered in the name of the Depositary shall be limited to transfers in whole, and not in part, to the Company, the Depositary, and their respective successors and nominees. Interests of beneficial owners in a Global Warrant registered in the name of the Depositary shall be transferred in accordance with the rules and procedures of the Depositary.

(e) A Global Warrant registered in the name of the Depositary shall be exchanged for Certificated Warrants only if (i) the Depositary (A) has notified the Company that it is unwilling or unable to continue as or ceases to be a clearing agency registered under Section 17A of the Exchange Act and (B) a successor to the Depositary registered as a clearing agency under Section 17A of the Exchange Act is not able to be appointed by the Company within 90 days or (ii) the Depositary is at any time unwilling or unable to continue as Depositary and a successor to the Depositary is not able to be appointed by the Company within 90 days. In any such event, a Global Warrant registered in the name of the Depositary shall be surrendered to the Warrant Agent for cancellation, and the Company shall execute, and the Warrant Agent shall countersign and deliver, to each beneficial owner identified by the Depositary, in exchange for such beneficial owner’s beneficial interest in such Global Warrant, Certificated Warrants representing, in the aggregate, the Number of Warrants theretofore represented by such Global Warrant with respect to such beneficial owner’s beneficial interest. Any Certificated Warrant delivered in exchange for an interest in a Global Warrant pursuant to this Section 2.05(e) shall not bear the Global Warrant Legend. Interests in the Global Warrant may not be exchanged for Certificated Warrants other than as provided in this Section 2.05(e).

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(f) The holder of a Global Warrant registered in the name of the Depositary may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Warrantholder is entitled to take under this Warrant Agreement or the Warrant.

Section 2.06. Surrender of Warrant Certificates; Cancellation. Any Warrant Certificate surrendered for registration of transfer, exchange, substitution or exercise of Warrants represented thereby shall, if surrendered to the Company, be delivered to the Warrant Agent, and all Warrant Certificates surrendered or so delivered to the Warrant Agent shall be promptly cancelled by the Warrant Agent and shall not be reissued by the Company and, except as provided in Section 2.04(e) in case of an exchange, transfer or substitution, or Section 3.05(a)(iii) in case of the exercise of less than all Warrants represented thereby, or Section 7.02 in case of mutilation, no Warrant Certificate shall be issued hereunder in lieu thereof. The Warrant Agent shall deliver to the Company from time to time or otherwise dispose of such cancelled Warrant Certificates as the Company may direct.

ARTICLE 3

EXERCISE AND SETTLEMENT OF WARRANTS

Section 3.01. Exercise of Warrants. At any time prior to the Close of Business on the Expiration Date, a Warrantholder shall be entitled to exercise, in accordance with this Article 3, the full Number of Warrants represented by any Warrant Certificate then registered in such Warrantholder’s name or any portion thereof (which shall not include any fractional Warrants). Subject to automatic exercise of Warrants pursuant to Section 3.03, any Warrants not exercised prior to such time shall expire unexercised.

Section 3.02. Procedure for Exercise. (a) To exercise a Warrant prior to the Close of Business on the Expiration Date (i) in the case of a Certificated Warrant, the Warrantholder must surrender the Warrant Certificate evidencing such Warrant at the principal office of the Warrant Agent, with the exercise notice set forth on the reverse of the Warrant Certificate duly completed and executed, together with any applicable transfer taxes as set forth in Section 8.02(b), or (ii) in the case of a Global Warrant, any Person with a beneficial interest in such Global Warrant must comply with the procedures established by the Depositary for the exercise of Warrants.

(b) The date on which a Warrantholder complies with the requirements for exercise set forth in this Section 3.02 in respect of a Warrant is the “Exercise Date” for such Warrant; provided that, if such date is not a Trading Day or the Warrantholder satisfies such requirements after the Close of Business on a Trading Day, then the Exercise Date shall be (i) the immediately succeeding Trading Day, or (ii) if such date is the Expiration Date (including as a result of the automatic exercise of such Warrant pursuant to Section 3.03), the immediately preceding Trading Day.

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(c) No Cash will be payable by a Warrantholder in respect of the Exercise Price for a Warrant upon exercise; rather, as described in Section 3.04, the number of shares of Common Stock issuable in respect of an exercise of a Warrant will be determined based on a Net Share Settlement calculation.

Section 3.03. Automatic Exercise of Warrants. An unexercised Warrant will be automatically exercised for the benefit of the Warrantholder (i) on the Expiration Date if a Warrant is not exercised by the Warrantholder prior to the Close of Business on the Expiration Date, or (ii) on the relevant Effective Date upon an occurrence of a Cash Designated Event, in each case of (i) and (ii) if any shares of Common Stock or Cash in lieu of any fractional shares are deliverable to the Warrantholder as a result of the Net Share Settlement calculation, or in the case of (ii) if additional shares are deliverable as a result of a Designated Event, as of the Expiration Date or such Effective Date, as applicable. As used in this Warrant Agreement, exercise of a Warrant means an exercise by the Warrantholder on or prior to the Close of Business on the Expiration Date or upon an automatic exercise as described in this Section 3.03, as applicable.

Section 3.04. Settlement of Warrants. Net Share Settlement shall apply to each Warrant upon exercise of such Warrant. For each Warrant exercised hereunder, on the Settlement Date for such Warrant, the Company shall cause to be delivered to the Warrantholder a number of shares of Common Stock (which in no event will be less than zero) (the “Net Share Amount”) equal to the sum of the Daily Settlement Amounts for each of the 10 consecutive Trading Days during the related Calculation Period, together with Cash in respect of any fractional shares of Common Stock as provided in Section 3.07. Notwithstanding the foregoing, if any information required in order to calculate the Net Share Amount deliverable upon exercise of a Warrant will not be available as of the applicable Settlement Date, the Company shall deliver any additional shares of Common Stock resulting from that adjustment on the third Trading Day after the earliest Trading Day on which such calculation can be made.

Section 3.05. Delivery of Common Stock. (a) In connection with the delivery of shares of Common Stock to a Warrantholder in respect of an exercised Warrant, the Warrant Agent shall:

(i) at the Warrantholder’s option (A) deliver shares of Common Stock by electronic transfer (with the assistance of the Company and the transfer agent of the Common Stock, if necessary) to such Warrantholder’s account, or any other account as such Warrantholder may designate, at the Depositary or at an Agent Member, or (B) requisition from the transfer agent of the Common Stock and deliver to or upon the order of such Warrantholder a certificate or certificates for the number of full shares of Common Stock to which such Warrantholder is entitled, registered in such name or names as may be directed by such Warrantholder;

(ii) deliver Cash to such Warrantholder in respect of any fractional shares of Common Stock, as provided in Section 3.07; and

(iii) if the Number of Warrants represented by a Warrant Certificate shall not have been exercised in full, (A) in the case of a Certificated Warrant, deliver a new Warrant Certificate or (B) in the case of a Global Warrant, make the appropriate adjustments in Schedule A of such Global Warrant, in each case, countersigned by the Warrant Agent, for the balance of the number of Warrants represented by the surrendered Warrant Certificate.

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(b) Each Person in whose name any shares of Common Stock are delivered shall for all purposes be deemed to have become the holder of record of such shares as of the Settlement Date. However, if any such date is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares on the next succeeding date on which the stock transfer books are open.

Section 3.06. Payments to the Company. (a) Promptly after the Warrant Agent shall have taken the action required under Section 3.05 (or at such later time as may be mutually agreeable to the Company and the Warrant Agent), the Warrant Agent shall account to the Company with respect to any Warrants exercised. The Company shall reimburse the Warrant Agent for any amounts paid by the Warrant Agent in respect of a fractional share of Common Stock upon such exercise in accordance with Section 3.07 hereof.

(b) The Company shall not be entitled to any interest on any funds received or held by the Warrant Agent pursuant to the terms of this Warrant Agreement.

Section 3.07. No Fractional Shares to Be Issued. (a) Notwithstanding anything to the contrary in this Warrant Agreement, the Company shall not be required to issue any fraction of a share of Common Stock upon exercise of any Warrants.

(b) The Company will at all times aggregate the number of shares of Common Stock deliverable for the Warrants exercised by the same ultimate beneficial owner of Warrants on the same day. If any fraction of a share of Common Stock would, except for the provisions of this Section 3.07, be deliverable on the exercise of any Warrant or Warrants, the Company shall pay the Warrantholder Cash in lieu of such fractional shares based on the average of the Daily VWAPs for the Common Stock over the relevant Calculation Period.

(c) Each Warrantholder, by its acceptance of a Warrant Certificate, expressly waives its right to receive any fraction of a share of Common Stock or a stock certificate representing a fraction of a share of Common Stock.

Section 3.08. Acquisition of Warrants by Company. The Company shall have the right, except as limited by law, to purchase or otherwise to acquire Warrants at such times, in such manner and for such consideration as it may deem appropriate and shall have agreed with the holder of such Warrants.

Section 3.09. Direction of Warrant Agent. (a) The Company shall be responsible for performing all calculations required in connection with the exercise and settlement of the Warrants and the payment or delivery, as the case may be, to the Warrant Agent, as agent for the Warrantholders, of Cash and/or Common Stock as provided in this Warrant Agreement. In connection therewith, the Company shall provide prompt written notice to the Warrant Agent of the amount of Cash and the number of shares of Common Stock payable or deliverable, as the case may be, upon exercise and settlement of the Warrants, including, without limitation, the Net Share Amount.

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(b) Any Cash to be paid, or Common Stock to be delivered, to the Warrantholders hereunder shall be delivered to the Warrant Agent no later than the Business Day immediately preceding the date such consideration is required to be delivered to the Warrantholders.

(c) The Warrant Agent shall have no liability for any failure or delay in performing its duties hereunder caused by any failure or delay of the Company in providing such calculations or items to the Warrant Agent. The Warrant Agent shall have no duty to verify or confirm any calculation called for hereunder. The Warrant Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock or Units of Reference Property that may at any time be issued or delivered upon the exercise of any Warrant, and it makes no representation with respect thereto. The Warrant Agent shall not be responsible for any failure of the Company to make any Cash payment or to issue, transfer or deliver any shares of Common Stock or stock certificates or Units of Reference Property, or to comply with any of the covenants of the Company contained in this Article 3.

ARTICLE 4

EXERCISE OF WARRANTS IN CONNECTION WITH A DESIGNATED EVENT

Section 4.01. Increase in Number of Shares Deliverable Upon Designated Event. (a) If a Designated Event occurs prior to the Expiration Date and a Warrantholder elects to exercise its Warrants in connection with such Designated Event, the Company will increase the number of shares of Common Stock to which the Warrantholder is entitled with respect to such exercised Warrants as provided in this Article 4. An exercise of a Warrant shall be deemed for the purposes of this Article 4 to be “in connection with” a Designated Event if the Exercise Date for such Warrant falls during the period commencing on the effective date of the relevant Designated Event (the “Effective Date”) and ending on the 40th Scheduled Trading Day following the Effective Date for such Designated Event.

(b) Notwithstanding Section 4.01(a), the number of shares of Common Stock shall not be increased in the case of any Designated Event if at least 90% of the consideration, excluding Cash payments for fractional shares of Common Stock and Cash payments made pursuant to dissenters’ appraisal rights, in a transaction otherwise constituting a Designated Event consists of shares of common stock, depositary receipts or other certificates representing common equity interests traded on the New York Stock Exchange, the Nasdaq or the Nasdaq Global Market (or any of their respective successors), or will be so traded immediately following such transaction, and as a result of such transaction such Warrants become exercisable solely for such consideration.

Section 4.02. Notice of Designated Event. The Company shall notify the Warrantholders of the Effective Date of any Designated Event and issue a press release through Dow Jones & Company, Inc. or Bloomberg Business News or other similarly broad public medium that is customary for such press releases (and make the press release available on the Company’s website) announcing such Effective Date no later than five Business Days after such Effective Date. The Company will also use commercially reasonable efforts to give notice to Warrantholders of the anticipated Effective Date for a Designated Event (and issue a press release announcing same) not less than five Scheduled Trading Days prior to the anticipated Effective Date to the extent reasonably practicable in the circumstances. The failure to deliver such notice or issue such press release shall not affect the validity of such transaction.

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Section 4.03. Additional Shares. (a) The Number of Shares of Common Stock to which a Warrantholder is entitled upon exercise of a Warrant in connection with any Designated Event shall be determined by reference to the table below in Section 4.03(c) and shall be based on the Effective Date of, and the Applicable Price for, such Designated Event.

(b) The Applicable Prices set forth in the first row of the table below (i.e., the column headers) shall each be adjusted at the same time and in the manner as the Exercise Price is adjusted as set forth in Article 6.

(c) The following table sets forth the number of additional shares of Common Stock to be delivered per Warrant for the given Applicable Prices and Effective Dates:

Effective Date	Applicable Prices
	$5		$10		$15		$20		$25		$30		$35		$40		$45		$50		$60		$75		$100		$150		$200
5/22/2010		0.0479		0.1427		0.2294		0.3025		0.3634		0.4147		0.4581		0.4111		0.3416		0.2884		0.2131		0.1440		0.0825		0.0297		0.0069
5/22/2011		0.0363		0.1208		0.2042		0.2769		0.3389		0.3917		0.4369		0.3917		0.3238		0.2721		0.1995		0.1337		0.0759		0.0272		0.0064
5/22/2012		0.0259		0.0989		0.1776		0.2494		0.3122		0.3665		0.4136		0.3702		0.3042		0.2542		0.1845		0.1223		0.0686		0.0244		0.0059
5/22/2013		0.0169		0.0773		0.1499		0.2199		0.2831		0.3389		0.3878		0.3464		0.2824		0.2343		0.1680		0.1099		0.0608		0.0214		0.0052
5/22/2014		0.0098		0.0565		0.1212		0.1882		0.2512		0.3083		0.3591		0.3200		0.2581		0.2122		0.1498		0.0962		0.0523		0.0182		0.0045
5/22/2015		0.0046		0.0373		0.0920		0.1543		0.2162		0.2742		0.3270		0.2902		0.2309		0.1874		0.1295		0.0812		0.0432		0.0149		0.0037
5/22/2016		0.0016		0.0208		0.0630		0.1182		0.1775		0.2357		0.2904		0.2563		0.1999		0.1594		0.1068		0.0650		0.0337		0.0116		0.0030
5/22/2017		0.0003		0.0085		0.0358		0.0803		0.1344		0.1917		0.2480		0.2169		0.1641		0.1272		0.0815		0.0474		0.0240		0.0085		0.0023
5/22/2018		0.0000		0.0017		0.0133		0.0420		0.0862		0.1398		0.1970		0.1694		0.1214		0.0896		0.0531		0.0292		0.0148		0.0056		0.0016
5/22/2019		0.0000		0.0000		0.0011		0.0094		0.0334		0.0753		0.1305		0.1076		0.0675		0.0443		0.0226		0.0121		0.0069		0.0029		0.0009
11/22/2019		0.0000		0.0000		0.0000		0.0009		0.0089		0.0353		0.0845		0.0652		0.0333		0.0186		0.0088		0.0055		0.0034		0.0015		0.0005
5/22/2020		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000

(d) If the exact Applicable Price and/or Effective Date are not set forth in the table above, then:

(i) if the actual Applicable Price is between two Applicable Prices in the table or the Effective Date is between two Effective Dates in the table, the number of additional shares of Common Stock to be delivered per Warrant shall be determined by a straight-line interpolation between the number of additional shares of Common Stock set forth for the higher and lower Applicable Prices and/or the earlier and later Effective Dates in the table, based on a 365-day year, as applicable;

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(ii) if the actual Applicable Price is in excess of $200.00 per share, subject to adjustment as set forth in Section 4.03(b), no additional shares of Common Stock shall be delivered upon exercise of any Warrant in connection with the relevant Designated Event; and

(iii) if the Applicable Price is less than $5.00 per share, subject to adjustment as set forth in Section 4.03(b), no additional shares of Common Stock shall be delivered upon exercise of any Warrant in connection with the relevant Designated Event.

(e) Notwithstanding the foregoing, in no event will the number of shares of Common Stock deliverable to the Warrantholder as a result of the Net Share Settlement calculation or as a result of a Designated Event or Accounting Event, individually or in aggregate, exceed the Number of Shares.

Section 4.04. Cash Designated Event Settlement. Except as otherwise provided in this Article 4, the Company will settle exercise of Warrants exercised in connection with a Designated Event in accordance with Section 3.04; provided, however, that with respect to a Designated Event in connection with which all holders of Common Stock receive only Cash consideration for their shares of Common Stock (such Designated Event, a “Cash Designated Event”) the Company will settle the Warrants, which shall be automatically exercised upon such event, by delivering, on the third Business Day after the Exercise Date, for each Warrant, an amount of Cash equal to (i) the sum of (A) the number of shares of Common Stock deliverable to the Warrantholder as a result of the Net Share Settlement calculation as of the Effective Date for the Cash Designated Event as described in Section 3.04 herein plus (B) the number of additional shares described in this Section 4 multiplied by (ii) the per-share amount of Cash consideration paid in such Designated Event.

ARTICLE 5

EXERCISE OF WARRANTS IN CONNECTION WITH AN ACCOUNTING EVENT

Section 5.01. Increase in Number of Shares Deliverable Upon Accounting Event. If an Accounting Event occurs prior to the Expiration Date, the Company will have the right to cause all (but not less than all) outstanding Warrants to be exercised on the 27th Trading Day following the Accounting Event Effective Date of such Accounting Event (such Trading Day, the “Accounting Exercise Date”) and, in connection with such exercise, the Company will increase the number of shares of Common Stock to which the Warrantholder is entitled with respect to such exercised Warrants as provided in this Article 5. If the Company determines to cause the Warrants to be so exercised, the Company will notify Warrantholders of the Accounting Event Effective Date and the anticipated Accounting Exercise Date, and will issue a press release as to such matters, no later than the Business Day following the date of the Accounting Event Effective Date.

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Section 5.02. Manner of Exercise. If the Company has caused the outstanding Warrants to be exercised in connection with an Accounting Event, all unexercised Warrants will be exercised for the benefit of the Warrantholders on the relevant Accounting Exercise Date if any shares of the Common Stock or Cash in lieu of any fractional shares is deliverable to the Warrantholders as a result of the Net Share Settlement calculation, or if additional shares are deliverable as a result of such Accounting Event as of such Accounting Exercise Date. The Calculation Period for any Warrant so exercised will commence on the 10th Trading Day immediately preceding the Accounting Exercise Date and end on the Trading Day immediately preceding the Accounting Exercise Date. The Company will otherwise settle exercise of Warrants exercised in connection with an Accounting Event in accordance with Section 3.04.

Section 5.03. Calculation of Number of Additional Shares. The number of additional shares of Common Stock to which a Warrantholder will be entitled on exercise of the Warrants in connection with any Accounting Event will be determined by reference to the table set forth in Section 4.03(c) as if the Accounting Event was a Designated Event that was not a Cash Designated Event and the Accounting Event Effective Date was the Effective Date of such Designated Event, and the Applicable Price shall be determined in accordance with clause (ii) of that definition.

ARTICLE 6

ADJUSTMENTS

Section 6.01. Adjustments to Exercise Price. The Exercise Price for the Warrants shall be subject to adjustment (without duplication) upon the occurrence of any of the following events. If any dividend, distribution or issuance described below is declared but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price that would have been in effect if such dividend, distribution or issuance had not been declared.

(a) If the Company issues solely shares of Common Stock as a dividend or distribution on all or substantially all of its shares of Common Stock, or if the Company subdivides or combines its Common Stock, the Exercise Price shall be adjusted based on the following formula:

EP1 = EP0	×	OS0
		OS1

where:

EP0	=	the Exercise Price in effect immediately prior to the Close of Business on the Ex-Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date of such subdivision or combination, as the case may be;
EP1	=	the Exercise Price in effect immediately after the Close of Business on the Ex-Date for such dividend or distribution, or immediately after the Open of Business on the effective date of such subdivision or combination, as the case may be;
OS0	=	the number of shares of Common Stock outstanding immediately prior to the Close of Business on the Ex-Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date of such subdivision or combination, as the case may be; and
OS1	=	the number of shares of Common Stock that would be outstanding immediately after giving effect to such dividend or distribution or immediately after the effective date of such subdivision or combination, as the case may be.

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(b) If the Company distributes any rights, options or warrants on all or substantially all of the shares of Common Stock entitling the holders of shares of Common Stock for a period of not more than 60 calendar days from the Ex-Date for such distribution to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock), at a price per share (or a conversion price per share) less than the average of the Closing Sale Prices of Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution, the Exercise Price shall be decreased based on the following formula:

EP1 = EP0	×	OS0  + Y
		OS0 + X

where:

EP0	=	the Exercise Price in effect immediately prior to the Close of Business on the Ex-Date for such distribution;
EP1	=	the Exercise Price in effect immediately after the Close of Business on the Ex-Date for such distribution;
OS0	=	the number of shares of Common Stock outstanding immediately prior to the Close of Business on the Ex-Date for such distribution;
X	=	the total number of shares of Common Stock issuable pursuant to such options, rights or warrants; and
Y	=	the number of shares of Common Stock equal to the quotient of (A) the aggregate price payable to exercise such rights, options or warrants divided by (B) the average of the Closing Sale Prices of Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution.

To the extent that such rights, options or warrants are not exercised prior to their expiration or shares of the Common Stock are otherwise not delivered pursuant to such rights, options or warrants, upon the expiration, termination or maturity of such rights, options or warrants (except in a case where other consideration has been given in lieu of delivery of such Common Stock, in which case adjustment shall be as otherwise provided by the applicable clause of this Section 6.01), the exercise price will be readjusted to the exercise price that would then be in effect had the adjustments made upon the issuance of such rights, options or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered.

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For purposes of this Section 6.01(b), in determining whether any rights, options or warrants entitle the holders to subscribe for or purchase Common Stock at less than the average of the Closing Sale Prices of Common Stock for each Trading Day in the applicable 10 consecutive Trading Day period, there shall be taken into account any consideration the Company receives for such rights, options or warrants and any amount payable on exercise thereof, with the value of such consideration, if other than Cash, to be determined in good faith by the Board of Directors.

(c) If the Company distributes shares of its Capital Stock, evidences of the Company’s indebtedness or other assets or property of the Company on all or substantially all holders of shares of Common Stock (excluding (i) dividends or distributions (including subdivisions of Common Stock) referred to in Section 6.01(a) above; (ii) rights, options or warrants referred to in Section 6.01(b) above; (iii) dividends or distributions paid exclusively in Cash referred to in Section 6.01(d) or (e) below; (iv) Spin-Offs referred to further below in this Section 6.01(c); and (v) distributions of rights on all or substantially all holders of shares of Common Stock pursuant to the adoption of a shareholder rights plan), then the Exercise Price shall be decreased based on the following formula:

EP1 = EP0	×	SP0 - FMV
		SP0

where:

EP0	=	the Exercise Price in effect immediately prior to the Close of Business on the Ex-Date for such distribution;
EP1	=	the Exercise Price in effect immediately after the Close of Business on the Ex-Date for such distribution;
SP0	=	the average of the Closing Sale Prices of Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date for such distribution; and
FMV	=	the fair market value (as determined in good faith by the Board of Directors) of the shares of Capital Stock, evidences of indebtedness, assets or property distributed with respect to each outstanding share of Common Stock as of the Close of Business on the Ex-Date for such distribution.

If the then-fair market value of the portion of the shares of Capital Stock, evidences of indebtedness or other assets or property so distributed applicable to one share of Common Stock is equal to or greater than the average of the Closing Sale Prices of Common Stock over the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the Ex-Date for such distribution, in lieu of the foregoing adjustment, adequate provisions shall be made so that each Warrantholder shall have the right to receive on exercise in respect of each Warrant held by such Warrantholder, in addition to the number of shares of Common Stock such Warrantholder is entitled to receive, the amount and kind of securities or assets such Warrantholder would have received had such Warrantholder already owned a number of shares of Common Stock deliverable upon exercise of its Warrant immediately prior to the Ex-Date for the distribution of the securities or assets.

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With respect to an adjustment pursuant to this Section 6.01(c) where there has been a payment of a dividend or other distribution on Common Stock of shares of Capital Stock of any class or series, or similar equity interest, of or relating to a subsidiary or other business unit (a “Spin-Off”), the Exercise Price will be decreased based on the following formula:

EP1 = EP0	×	MP0
		FMV + MP0

where:

EP0	=	the Exercise Price in effect immediately prior to the Close of Business on the Ex-Date for the Spin-Off;
EP1	=	the Exercise Price in effect immediately after the Close of Business on the Ex-Date for the Spin-Off;
FMV	=	the average of the Closing Sale Prices of the Capital Stock or similar equity interests distributed to holders of Common Stock applicable to one share of Common Stock over the first 10 consecutive Trading Day period commencing on, and including, the Ex-Date for the Spin-Off (the “Valuation Period”); and
MP0	=	the average of the Closing Sale Prices of the Common Stock over the Valuation Period.

The adjustment to the Exercise Price under the preceding paragraph of this Section 6.01(c) shall be made immediately after the Open of Business on the day after the last day of the Valuation Period, but will be given effect as of the Open of Business on the Ex-Date for the Spin-Off. If the Ex-Date for the Spin-Off is less than 10 Trading Days prior to, and including, the end of the Calculation Period in respect of any exercise of Warrants, references within this Section 6.01(c) to 10 Trading Days shall be deemed replaced, for purposes of calculating the average of the Closing Sale Prices of the Common Stock in respect of that exercise, with such lesser number of Trading Days as have elapsed from, and including, the Ex-Date for the Spin-Off to, and including, the last Trading Day of such Calculation Period. For purposes of determining the Exercise Price, in respect of any exercise during the 10 Trading Days commencing on the Ex-Date for any Spin-Off, references within the portion of this Section 6.01(c) related to “Spin-Offs” to 10 Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the Ex-Date for such Spin-Off to, but excluding, the relevant Exercise Date.

(d) If the Company makes or pays any Cash dividend or distribution to all, or substantially all, holders of outstanding Common Stock (other than (i) distributions described in Section 6.01(e) below, (ii) any dividend or distribution in connection with liquidation, dissolution or winding up of the Company and (iii) any regular quarterly Cash dividend on Common Stock to the extent that the aggregate amount of such Cash dividend per share of Common Stock does not exceed the Dividend Threshold Amount), the Exercise Price will be decreased based on the following formula:

EP 1 = EP0	×	SP0  - C
		SP0

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where:

EP0	=	the Exercise Price in effect immediately prior to the Close of Business on the Ex-Date for such dividend or distribution;
EP1	=	the Exercise Price in effect immediately after the Close of Business on the Ex-Date for such dividend or distribution;
SP0	=	the average of the Closing Sale Prices of Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date for such distribution; and
C	=	the amount in Cash per share that the Company distributes to holders of Common Stock for such dividend or distribution minus the Dividend Threshold Amount.

(e) If the Company or any of subsidiaries of the Company makes a payment in respect of a tender offer or exchange offer (other than offers not treated as a tender offer or exchange offer subject to Rule 13e-4 under the Exchange Act) for Common Stock and, if the Cash and value of any other consideration included in the payment per share of Common Stock exceeds the average of the Closing Sale Prices of Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (such date, the “Offer Expiration Date,” and such period, the “Measurement Period”), the Exercise Price will be decreased based on the following formula:

EP1 =  EP0	×	OS0  x SP1
		AC + (OS1 x SP1 )

where:

EP0	=	the Exercise Price in effect immediately prior to the Open of Business on the Trading Day next succeeding the Offer Expiration Date;
EP1	=	the Exercise Price in effect immediately after the Open of Business on the Trading Day next succeeding the Offer Expiration Date;
AC	=	the aggregate value of all Cash and any other consideration (as determined in good faith by the Board of Directors) paid or payable for shares purchased in such tender or exchange offer;
OS0	=	the number of shares of Common Stock outstanding immediately prior to the time (the “Offer Expiration Time”) such tender offer or exchange offer expires (prior to giving effect to such tender offer or exchange offer);

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OS1	=	the number of shares of Common Stock outstanding immediately after the Offer Expiration Time (after giving effect to such tender offer or exchange offer); and
SP1	=	the average of the Closing Sale Prices of Common Stock over the Measurement Period.

The adjustment to the Exercise Price under the preceding paragraph of this Section 6.01(e) shall be made immediately after the Open of Business on the day after the last day of the Measurement Period, but will be given effect at the Open of Business on the Trading Day next succeeding the Offer Expiration Date. If the Trading Day next succeeding the Offer Expiration Date is less than 10 Trading Days prior to, and including, the end of the Calculation Period in respect of any exercise of Warrants, references within this Section 6.01(e) to 10 Trading Days shall be deemed replaced, for purposes of calculating the average of the Closing Sale Prices of the Common Stock in respect of that exercise, with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the Expiration Date to, and including, the last Trading Day of such Calculation Period. For purposes of determining the Exercise Price, in respect of any exercise of Warrants during the 10 Trading Days commencing on the Trading Day next succeeding the offer Expiration Date, references within this Section 6.01(e) to 10 Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the Offer Expiration Date to, but excluding, the relevant Exercise Date.

In the event that the Company or one of its subsidiaries is obligated to purchase shares of Common Stock pursuant to any such tender offer or exchange offer, but the Company or such subsidiary is permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then the Exercise Price will again be adjusted to be the Exercise Price which would then be in effect if such tender offer or exchange offer had not been made. Except as set forth in the preceding sentence, if the application of this Section 6.01(e) to any tender offer or exchange offer would result in an increase in the Exercise Price, no adjustment will be made for such tender offer or exchange offer under this Section 6.01(e).

(f) For the purposes of Sections 6.01(a), (b) and (c), any dividend or distribution to which Section 6.01(c) is applicable that also includes shares of Common Stock, or rights or warrants to subscribe for or purchase shares of Common Stock (or both), shall be deemed instead to be (i) a dividend or distribution of the indebtedness, assets or shares of Capital Stock other than such shares of Common Stock or rights or warrants (and any Exercise Price adjustment required by Section 6.01(c) with respect to such dividend or distribution shall be made in respect of such dividend or distribution (without regard to the parenthetical in Section 6.01(c) that begins with the word “excluding”)) (ii) immediately followed by a dividend or distribution of such shares of Common Stock or such rights or warrants (and any further Exercise Price adjustment required by Section 6.01(a) or (b), as the case may be, with respect to such dividend or distribution shall then be made), except any shares of Common Stock included in such dividend or distribution shall not be deemed “outstanding at the Close of Business on the Ex-Date.”

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(g) If any distribution or transaction described in Sections 6.01(a) to (e) has not yet resulted in an adjustment to the Exercise Price on the Exercise Date, and the shares that Warrantholders will receive on settlement are not entitled to participate in the relevant distribution or transaction (because they were not held on a related Record Date or otherwise), then the Company shall adjust the number of shares that the Company will deliver to the Warrantholders in respect of the relevant Trading Day to reflect the relevant distribution or transaction. Conversely, if an adjustment to the Exercise Price becomes effective on any Ex-Date, and a Warrantholder that has exercised its Warrants on or after such Ex-Date and on or prior to the related Record Date would nevertheless be treated as the record holder of shares of Common Stock as of the related Settlement Date based on an adjusted Exercise Price for such Ex-Date, then, notwithstanding the foregoing Exercise Price adjustment provisions, the Exercise Price adjustment relating to such Ex-Date will not be made in calculating the number of shares of Common Stock deliverable to such exercising Warrantholder (though it shall nevertheless be taken into account in calculating the relevant Daily Settlement Amount). Instead, such Warrantholder will be treated as if such Warrantholder were the record owner of the shares of Common Stock on an un-adjusted basis and participate in the related dividend, distribution or other event giving rise to such adjustment.

Section 6.02. Adjustments to Number of Shares. Concurrently with any adjustment to the Exercise Price under Section 6.01, the Number of Shares will be adjusted such that the Number of Shares in effect immediately following the effectiveness of such adjustment will be equal to the Number of Shares in effect immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exercise Price in effect immediately prior to such adjustment and (ii) the denominator of which is the Exercise Price in effect immediately following such adjustment.

Section 6.03. Certain Distributions of Rights and Warrants. (a) Rights or warrants distributed by the Company to all holders of Common Stock entitling the holders thereof to subscribe for or purchase shares of the Company’s Capital Stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events (a “Trigger Event”):

(i) are deemed to be transferred with such shares of Common Stock;

(ii) are not exercisable; and

(iii) are also issued in respect of future issuances of Common Stock,

shall be deemed not to have been distributed for purposes of Article 6 (and no adjustment to the Exercise Price or the Number of Shares under this Article 6 will be made) until the occurrence of the earliest Trigger Event, whereupon such rights and warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Exercise Price and the Number of Shares shall be made under this Article 6 (subject in all respects to Section 6.04).

(b) If any such right or warrant is subject to events, upon the occurrence of which such rights or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and Record Date with respect to new rights or warrants with such rights (subject in all respects to Section 6.04).

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(c) In addition, except as set forth in Section 6.04, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event (of the type described in Section 6.03(a)) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Exercise Price and the Number of Shares under Article 6 was made (including any adjustment contemplated in Section 6.04), in the case of any such rights or warrants that shall all have been redeemed or repurchased without exercise by the holders thereof, the Exercise Price and the Number of Shares shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a Cash distribution, equal to the per share redemption or repurchase price received by a holder or holders of Common Stock with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all holders of Common Stock as of the date of such redemption or repurchase.

Section 6.04. Shareholder Rights Plans. To the extent that the Company has a shareholder rights plan in effect upon exercise of the Warrants (i.e., a poison pill), Warrantholders shall receive, in addition to any Common Stock received in connection with such exercise, the rights under the shareholder rights plan, unless prior to any exercise, the rights have separated from the Common Stock, in which case the Exercise Price and the Number of Shares shall be adjusted at the time of separation as if the Company distributed to all holders of Common Stock, shares of Capital Stock, evidences of indebtedness or other assets or property as described in Section 6.01(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

Section 6.05. Discretionary Adjustments. The Company may from time to time, to the extent permitted by law and subject to applicable rules of the Nasdaq, decrease the Exercise Price and/or increase the Number of Shares by any amount for any period of at least 20 Business Days, so long as the decrease is irrevocable during the period and the Board of Directors determines in good faith that such decrease would be in the best interest of the Company. In that case, the Company shall give the Warrantholders at least 15 days’ prior notice of such increase or decrease, and such notice shall state the decreased Exercise Price and/or increased Number of Shares and the period during which the decrease and/or increase will be in effect. The Company may make such decreases in the Exercise Price and/or increases in the Number of Shares, in addition to those set forth in this Article 6, as the Board of Directors deems advisable, including to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock in connection with any dividend or distribution of Capital Stock or rights to acquire Capital Stock or from any event treated as such for income tax purposes.

Section 6.06. Restrictions on Adjustments. (a) Except in accordance with Section 6.01, the Exercise Price and the Number of Shares will not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing.

(b) Notwithstanding the adjustment provisions in this Warrant Agreement, neither the Exercise Price nor the Number of Shares will be adjusted:

(i) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan;

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(ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of, or assumed by, the Company or any of its subsidiaries;

(iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the preceding clause (ii) and outstanding as of the date the Warrants were first issued; or

(iv) for a change in the par value of the Common Stock.

(c) If in the future the Common Stock of the Company or any reference property has a designated par value, in no event will the Company adjust the Exercise Price or make a corresponding adjustment to the Number of Shares to the extent that the adjustment would reduce the Exercise Price below the par value per share of Common Stock.

(d) No adjustment shall be made to the Exercise Price or the Number of Shares for any of the transactions described in Section 6.01 if the Company makes provisions for Warrantholders to participate in any such transaction without exercising their Warrants on a basis and with notice that the Board of Directors determines in good faith to be fair and appropriate.

(e) Adjustments to the Number of Shares will be calculated to the nearest 1/10,000th of a share. No adjustment shall be made to the Exercise Price, nor will any corresponding adjustment be made to the Number of Shares, unless the adjustment would result in a change of at least 1% of the Exercise Price; provided that any adjustments that are less than 1% of the Exercise Price shall be carried forward and such carried forward adjustments, regardless of whether the aggregate adjustment is less than 1% of the Exercise Price, shall be made (i) upon exercise of any Warrant; (ii) annually, on each May 22 of each year; and (iii) on each of the 10 Scheduled Trading Days immediately prior to the Expiration Date, unless such adjustment has already been made.

(f) The Company shall not take any action that would result in an adjustment without complying with NASDAQ Market Rule 5635 (which requires stockholder approval of certain issuances of stock), or any similar rule of any other stock exchange on which the Common Stock may be listed, if applicable.

Section 6.07. Recapitalizations, Reclassifications and Other Changes. (a) If any of the following events occur:

(i) any recapitalization;

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(ii) any reclassification or change of the outstanding shares of Common Stock (other than changes resulting from a subdivision or combination to which Section 6.01(a) applies);

(iii) any consolidation, merger or combination involving the Company;

(iv) any sale, assignment, conveyance, transfer, lease or other disposition to a third party of all or substantially all of the Company’s property and assets; or

(v) any binding share exchange,

(each such event a “Reorganization Event”), in each case as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including Cash or any combination thereof) (the “Reference Property”), then, following the effective time of the transaction, the right to receive shares of Common Stock upon exercise of a Warrant shall be changed to a right to receive, upon exercise of such Warrant with respect to each share of Common Stock for which such Warrant is exercisable, the kind and amount of shares of stock, other securities or other property or assets (including Cash or any combination thereof) that a holder of one share of Common Stock would have owned or been entitled to receive in connection with such Reorganization Event (such kind and amount of Reference Property per share of Common Stock, a “Unit of Reference Property”). In the event holders of Common Stock have the opportunity to elect the form of consideration to be received in a Reorganization Event, the type and amount of consideration into which the Warrants shall be exercisable from and after the effective time of such Reorganization Event shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock in such Reorganization Event. The Company shall notify the Warrantholders of such weighted average as soon as practicable after such determination is made. The Company hereby agrees not to become a party to any Reorganization Event unless its terms are consistent with this Section 6.07.

(b) At any time from, and including, the effective time of a Reorganization Event:

(i) the Net Share Amount per Warrant shall be a number of Units of Reference Property calculated as set forth in Section 3.04, except that the Daily Settlement Amounts on any Trading Day used to determine such Net Share Amount shall be the Unit Value for such Trading Day;

(ii) the Company shall pay Cash in lieu of delivering any fraction of a Unit of Reference Property in accordance with Section 3.07 based on the Unit Value as of the Exercise Date; and

(iii) the Daily Settlement Amounts shall be calculated with respect to a Unit of Reference Property.

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(c) The value of a Unit of Reference Property (the “Unit Value”) shall be determined as follows:

(i) any shares of common stock of the successor or purchasing corporation or any other corporation that are traded on a national or regional stock exchange included in such Unit of Reference Property shall be valued as if such shares were “Common Stock” using procedures set forth in the definition of “Closing Sale Price” in Section 1.01;

(ii) any other property (other than Cash) included in such Unit of Reference Property shall be valued in good faith by the Board of Directors or by a New York Stock Exchange member firm selected by the Board of Directors; and

(iii) any Cash included in such Unit of Reference Property shall be valued at the amount thereof.

(d) On or prior to the effective time of any Reorganization Event, the Company or the successor or purchasing Person, as the case may be, shall execute an amendment to this Warrant Agreement providing that the Warrants shall be exercisable for Units of Reference Property in accordance with the terms of this Section 6.07. If the Reference Property in connection with any Reorganization Event includes shares of stock or other securities and assets of a Person other than the successor or purchasing Person, as the case may be, in such Reorganization Event, then the Company shall use commercially reasonable efforts to cause such amendment to this Warrant Agreement to be executed by such other Person and such amendment shall contain such additional provisions to protect the interests of the Warrantholders as the Board of Directors shall reasonably consider necessary by reason of the foregoing. Any such amendment to this Warrant Agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 6. In the event the Company shall execute an amendment to this Warrant Agreement pursuant to this Section 6.07, the Company shall promptly file with the Warrant Agent an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of Cash, securities or property or asset that will comprise a Unit of Reference Property after the relevant Reorganization Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with. The Company shall cause notice of the execution of amendment to be mailed to each Warrantholder, at its address appearing on the Warrant Register, within 20 Business Days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such amendment.

(e) The above provisions of this Section 6.07 shall similarly apply to successive Reorganization Events.

(f) If this Section 6.07 applies to any event or occurrence, no other provision of this Article 6 shall apply to such event or occurrence.

(g) This Section 6.07 does not limit the rights of Warrantholders or the Company’s rights in the event of a Designated Event, including Warrantholders’ right to receive an increase in the number of shares of Common Stock deliverable with respect to such Warrants in connection with a Designated Event under Article 4.

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Section 6.08. Consolidation, Merger and Sale of Assets. (a) The Company may, without the consent of the Warrantholders, consolidate with, merge into or sell, lease or otherwise transfer in one transaction or a series of related transactions the consolidated assets of the Company and its subsidiaries substantially as an entirety to any corporation organized under the laws of the United States or any of its political subdivisions so long as:

(i) the successor expressly assumes all the Company’s obligations under this Warrant Agreement and the Warrants; and

(ii) an Officer’s Certificate and an Opinion of Counsel, each stating that the consolidation, merger, sale, lease or other transfer complies with the provisions of this Warrant Agreement, have been delivered to the Warrant Agent.

(b) In case of any such consolidation, merger, sale, lease or other transfer and upon any such assumption by the successor corporation, limited liability company, partnership or trust, such successor entity shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the Company. Such successor entity thereupon may cause to be signed, and may issue any or all of the Warrants issuable pursuant to this Warrant Agreement which theretofore shall not have been signed by the Company; and, upon the order of such successor entity, instead of the Company, and subject to all the terms, conditions and limitations in this Warrant Agreement prescribed, the Warrant Agent shall authenticate and deliver, as applicable, any Warrants that previously shall have been signed and delivered by the officers of the Company to the Warrant Agent for authentication, and any Warrants which such successor entity thereafter shall cause to be signed and delivered to the Warrant Agent for such purpose.

Section 6.09. Common Stock Outstanding. For the purposes of this Article 6, the number of shares of Common Stock at any time outstanding shall not include shares held, directly or indirectly, by the Company, but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

Section 6.10. Covenant to Reserve Shares for Issuance on Exercise. (a) The Board of Directors has authorized and reserved for issuance the number of shares of Common Stock initially issuable upon the exercise of all outstanding Warrants for shares of Common Stock. The Board of Directors will continue to reserve for the issuance of any additional shares of Common Stock that become issuable upon the exercise of all outstanding Warrants as a result of an adjustment made pursuant to Section 6.02 of this Agreement until the Expiration Date of the Warrants. The Company covenants that all shares of Common Stock that shall be so issuable shall be duly and validly issued, fully paid and non-assessable.

(b) The Company agrees to authorize and direct its current and future transfer agents for the Common Stock to reserve for issuance the number of shares of Common Stock specified in this Section 6.10. The Company shall instruct the transfer agent to deliver to the Warrant Agent, upon written request from the Warrant Agent in the form separately agreed between the Warrant Agent and the transfer agent, stock certificates (or beneficial interests therein) required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Warrant Agreement. Promptly after the date of expiration of Warrants, the Warrant Agent shall certify to the Company the aggregate Number of Warrants then outstanding and related aggregate Number of Shares, and thereafter no shares of Common Stock shall be required to be reserved in respect of such Warrants.

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(c) If permitted or required by the rules of any national securities exchange or over the counter market or other domestic market on which the Common Stock is listed at any time, if any, the Company shall apply to have listed or quoted all shares of Common Stock issued upon exercise of the Warrants on any such exchange or market.

Section 6.11. Company’s Determinations Final. The Company shall be responsible for making all calculations called for under this Warrant Agreement. These calculations include, but are not limited to, the Exercise Date, the Daily VWAP, the Closing Sale Price, the Exercise Price, the Number of Shares (yielding the number of shares of Common Stock or Units of Reference Property, if any, for which a Warrant is exercisable). The Company shall make the foregoing calculations in good faith and, absent manifest error, the Company’s calculations shall be final and binding on Warrantholders. The Company shall provide a schedule of the Company’s calculations to the Warrant Agent, and the Warrant Agent is entitled to rely upon the accuracy of the Company’s calculations without independent verification.

Section 6.12. Notice of Adjustments. Whenever the Exercise Price and the Number of Shares is adjusted, the Company shall promptly mail to Warrantholders a notice of the adjustment. The Company shall file with the Warrant Agent such notice and an Officer’s Certificate briefly stating the facts requiring the adjustment and the manner of computing it. Such certificate shall be conclusive evidence that the adjustment is correct, and the Warrant Agent shall not be deemed to have any knowledge of any adjustments unless and until it has received such certificate. The Warrant Agent shall not be under any duty or responsibility with respect to any such certificate except to exhibit the same to any Warrantholder desiring inspection thereof.

Section 6.13. Warrant Agent Not Responsible for Adjustments. The Warrant Agent shall at no time be under any duty or responsibility to any Warrantholder to determine whether any facts exist that may require an adjustment of the Exercise Price and the Number of Shares, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed, herein or in any supplemental agreement provided to be employed, in making the same.

Section 6.14. Statements on Warrants. The form of Warrant Certificate need not be changed because of any adjustment made pursuant to this Article 6, and Warrant Certificates issued after such adjustment may state the same information (other than the adjusted Exercise Price and the relevant adjusted Number of Shares) as are stated in the Warrant Certificates initially issued pursuant to this Warrant Agreement. However, the Company may at any time in its sole discretion (which shall be conclusive) make any change in the form of Warrant Certificate that it may deem appropriate and that does not materially adversely affect the interest of the Warrantholders; and any Warrant Certificates thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant Certificate or otherwise, may be in the form as so changed.

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Section 6.15. Public Announcement of Adjustments. Upon any adjustment of the Exercise Price or the Number of Shares, the Company shall promptly notify the Warrantholders and the Warrant Agent of the details of any such adjustment and issue a press release through Dow Jones & Company, Inc. or Bloomberg Business News or other similarly broad public medium that is customary for such press releases (and make the press release available on the Company’s website).

Section 6.16. Deferral of Adjustments. In any case in which Section 6.01 provides that an adjustment shall become effective immediately after (a) a Record Date for an event, (b) the effective date (in the case of a subdivision or combination of the Common Stock) or (c) the Offer Expiration Date for any tender or exchange offer pursuant to Section 6.01(e) (each a “Determination Date”), the Company may elect to defer, until the later of the date the adjustment to the Exercise Price and Number of Shares can be definitively determined and the occurrence of the applicable Adjustment Event (as hereinafter defined), (i) issuing to the Warrantholder of any Warrant exercised after such Determination Date and before the occurrence of such Adjustment Event, the additional shares of Common Stock or other securities or assets issuable upon such exercise by reason of the adjustment required by such Adjustment Event over and above the Common Stock issuable upon such exercise before giving effect to such adjustment and (ii) paying to such Warrantholder any amount in Cash in lieu of any fractional share of Common Stock pursuant to Section 3.07. For the purposes of this Section 6.16, the term “Adjustment Event” shall mean (A) in any case referred to in clause (a) or clause (b) hereof, the occurrence of such event, (B) in any case referred to in clause (c) hereof, the date a sale or exchange of Common Stock pursuant to such tender or exchange offer is consummated and becomes irrevocable.

Section 6.17. Limitations on Adjustment for Issuance of Common Stock or Preferred Stock. Except as specifically set forth herein, the Exercise Price will not be subject to adjustment in the case of the issuance of any shares of Common Stock or Preferred Stock, or securities exchangeable for or convertible into shares of Common Stock or Preferred Stock.

ARTICLE 7

OTHER PROVISIONS RELATING TO RIGHTS OF WARRANTHOLDERS

Section 7.01. No Rights as Stockholders. Warrantholders shall not be entitled, by virtue of holding Warrants, to vote, to consent, to receive dividends, to receive notice as stockholders with respect to any meeting of stockholders for the election of the Company’s directors or any other matter, or to exercise any rights whatsoever as the Company’s stockholders unless, until and only to the extent such holders become holders of record of shares of Common Stock delivered upon settlement of the Warrants.

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Section 7.02. Mutilated or Missing Warrant Certificates. If any Warrant at any time is mutilated, defaced, lost, destroyed or stolen, then on the terms set forth in this Warrant Agreement, such Warrant may be replaced at the cost of the applicant (including legal fees of the Company) at the office of the Warrant Agent. The applicant for a new Warrant shall, in the case of any mutilated or defaced Warrant Agent, surrender such Warrant to the Warrant Agent and, in the case of any lost, destroyed or stolen Warrant, furnish evidence satisfactory to the Company of such loss, destruction or theft, and, in each case, furnish evidence satisfactory to the Company of the ownership and authenticity of the Warrant together with such indemnity as the Company may require. Any such new Warrant Certificate shall constitute an original contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated or destroyed Warrant Certificate shall be at any time enforceable by anyone. An applicant for such a substitute Warrant Certificate shall also comply with such other reasonable regulations and pay such other reasonable charges as the Company or the Warrant Agent may prescribe. All Warrant Certificates shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the substitution for lost, stolen, mutilated or destroyed Warrant Certificates, and shall preclude any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the substitution for and replacement of negotiable instruments or other securities without their surrender.

Section 7.03. Modification, Waiver and Meetings. (a) This Warrant Agreement may be modified or amended by the Company and the Warrant Agent in writing, without the consent of any Warrantholder, for the purposes of, among other things:

(i) adding covenants for the benefit of the Warrantholders;

(ii) adding a guarantor of the Company’s performance obligations or other security for the benefit of the Warrantholders;

(iii) surrendering any right or power conferred upon the Company;

(iv) providing for the settlement upon exercise of Warrants if any reclassification or change of Common Stock or any consolidation, merger, sale, lease or other transfer of the consolidated assets of the Company and its subsidiaries substantially as an entirety occurs;

(v) providing for the assumption of the Company’s obligations in the case of a merger, consolidation, conveyance, sale, lease or other transfer;

(vi) adjusting the Exercise Price or the Number of Shares in the manner described in this Warrant Agreement;

(vii) curing any ambiguity or correcting or supplementing any defective provision contained in this Warrant Agreement; provided that such modification or amendment does not adversely affect the interests of the Warrantholders in any material respect; and

(viii) adding or modifying any other provisions that the Company may deem necessary or desirable and which will not adversely affect the interests of the Warrantholders in any material respect.

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(b) Modifications and amendments to this Warrant Agreement or to the terms and conditions of Warrants may also be made by the Company and the Warrant Agent in writing, and noncompliance with any provision of the Warrant Agreement or Warrants may be waived, either:

(i) with the written consent of the Warrantholders of Warrants representing a majority of the aggregate Number of Warrants at the time outstanding; or

(ii) by the adoption of a resolution at a meeting of Warrantholders called with proper notice at which a quorum is present by at least a number of Warrantholders of Warrants representing a majority of the Number of Warrants represented at such meeting.

(c) However, no such modification, amendment or waiver may, without the written consent or the affirmative vote of each Warrantholder affected:

(i) change the Expiration Date;

(ii) increase the Exercise Price or decrease the Number of Shares (except as explicitly set forth in Article 6);

(iii) impair the right to institute suit for the enforcement of any payment or delivery with respect to the exercise and settlement of any Warrant;

(iv) except as otherwise expressly permitted by provisions of this Warrant Agreement concerning specified reclassifications or corporate reorganizations, impair or adversely affect the exercise rights of Warrantholders, including any change to the calculation or payment of the Net Share Amount;

(v) reduce the percentage of Warrants outstanding necessary to modify or amend this Warrant Agreement or to waive any past default; or

(vi) reduce the percentage in Warrants outstanding required for any other waiver under this Warrant Agreement.

(d) The quorum at any meeting called to adopt a resolution will be Persons holding or representing Warrants representing a majority of the aggregate Number of Warrants at the time outstanding.

ARTICLE 8

CONCERNING THE WARRANT AGENT AND OTHER MATTERS

Section 8.01. Payments Generally. All payments hereunder shall be made in Dollars.

Section 8.02. Payment of Certain Taxes. (a) The Company shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the initial issuance of the Warrants hereunder.

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(b) The Company shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the issuance of Common Stock upon the exercise of Warrants hereunder and the issuance of stock certificates in respect thereof in the respective names of, or in such names as may be directed by, the exercising Warrantholders; provided, however, that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such stock certificate, any Warrant Certificates or other securities in a name other than that of the registered holder of the Warrant Certificate surrendered upon exercise of the Warrant, and the Company shall not be required to issue or deliver such certificates or other securities unless and until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

Section 8.03. Certain Tax Filings. The Warrant Agent shall prepare and file with the appropriate governmental agency all appropriate tax information forms in respect of any payments made by the Warrant Agent hereunder (including, without limitation, Internal Revenue Service Form 1099-B) during each calendar year, or any portion thereof, during which the Warrant Agent performs services hereunder.

Section 8.04. Change of Warrant Agent. (a) The Warrant Agent may resign its duties and be discharged from all further duties and liabilities hereunder after giving 60 days’ notice in writing to the Company, except that such shorter notice may be given as the Company shall, in writing, accept as sufficient. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor warrant agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of 60 days after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated warrant agent or by any holder of Warrants (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the holder of any Warrants may apply to any court of competent jurisdiction for the appointment of a successor warrant agent.

(b) The Warrant Agent may be removed by the Company at any time upon 30 days’ written notice to the Warrant; provided, however, that the Company shall not be required to remove the Warrant Agent until a successor warrant agent meeting the qualifications hereof shall have been appointed. In no event shall the Warrant Agent be required to continue to perform hereunder for more than 30 days following the notice indicated in this Section 8.04(b).

(c) Any successor warrant agent, whether appointed by the Company or by such a court, shall be a corporation or banking association organized, in good standing and doing business under the laws of the United States of America or any state thereof or the District of Columbia, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by Federal or state authority and having a combined capital and surplus of not less than $50,000,000. The combined capital and surplus of any such successor warrant agent shall be deemed to be the combined capital and surplus as set forth in the most recent report of its condition published prior to its appointment; provided that such reports are published at least annually pursuant to law or to the requirements of a Federal or state supervising or examining authority. After appointment, any successor warrant agent shall be vested with all the authority, powers, rights, immunities, duties and obligations of its predecessor warrant agent with like effect as if originally named as warrant agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor warrant agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor warrant agent all the authority, powers and rights of such predecessor warrant agent hereunder; and upon request of any successor warrant agent, the Company shall make, execute, acknowledge and deliver any and all instruments in writing to more fully and effectually vest in and conform to such successor warrant agent all such authority, powers, rights, immunities, duties and obligations. Upon assumption by a successor warrant agent of the duties and responsibilities hereunder, the predecessor warrant agent shall deliver and transfer, at the expense of the Company, to the successor warrant agent any property at the time held by it hereunder. As soon as practicable after such appointment, the Company shall give notice thereof to the predecessor warrant agent, the Warrantholders and each transfer agent for the shares of its Common Stock. Failure to give such notice, or any defect therein, shall not affect the validity of the appointment of the successor warrant agent.

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(d) Any entity into which the Warrant Agent may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party, shall be the successor Warrant Agent under this Warrant Agreement without any further act. In case at the time such successor to the Warrant Agent shall succeed to the agency created by this Warrant Agreement, any of the Warrant Certificates shall have been countersigned but not delivered, any such successor to the Warrant Agent may adopt the countersignature of the original Warrant Agent and deliver such Warrant Certificates so countersigned, and in case at that time any of the Warrant Certificates shall not have been countersigned, any successor to the Warrant Agent may countersign such Warrant Certificates either in the name of the predecessor Warrant Agent or in the name of the successor Warrant Agent; and in all such cases Warrant Certificates shall have the full force provided in the Warrant Certificates and in this Warrant Agreement.

(e) In case at any time the name of the Warrant Agent shall be changed and at such time any of the Warrant Certificates shall have been countersigned but not delivered, the Warrant Agent may adopt the countersignatures under its prior name and deliver such Warrant Certificates so countersigned; and in case at that time any of the Warrant Certificates shall not have been countersigned, the Warrant Agent may countersign such Warrant Certificates either in its prior name or in its changed name; and in all such cases such Warrant Certificates shall have the full force provided in the Warrant Certificates and in this Warrant Agreement.

Section 8.05. Compensation; Further Assurances. The Company agrees that it will (a) pay the Warrant Agent reasonable compensation for its services as Warrant Agent hereunder and, except as otherwise expressly provided, will pay or reimburse the Warrant Agent upon demand for all reasonable expenses, disbursements and advances incurred or made by the Warrant Agent in accordance with any of the provisions of this Warrant Agreement (including the reasonable compensation, expenses and disbursements of its agents and counsel) except any such expense, disbursement or advance as may arise from its or any of their negligence or bad faith, and (b) perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions of this Warrant Agreement.

Section 8.06. Reliance on Counsel. The Warrant Agent may consult with legal counsel (who may be legal counsel for the Company), and the written opinion of such counsel or any advice of legal counsel subsequently confirmed by a written opinion of such counsel shall be full and complete authorization and protection to the Warrant Agent as to any action taken or omitted by it in good faith and in accordance with such written opinion or advice.

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Section 8.07. Proof of Actions Taken. Whenever in the performance of its duties under this Warrant Agreement the Warrant Agent shall deem it necessary or desirable that any matter be proved or established by the Company prior to taking or suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of bad faith on the part of the Warrant Agent, be deemed to be conclusively proved and established by an Officer’s Certificate delivered to the Warrant Agent; and such Officer’s Certificate shall, in the absence of bad faith on the part of the Warrant Agent, be full warrant to the Warrant Agent for any action taken, suffered or omitted in good faith by it under the provisions of this Warrant Agreement in reliance upon such certificate; but in its discretion the Warrant Agent may in lieu thereof accept other evidence of such fact or matter or may require such further or additional evidence as to it may seem reasonable.

Section 8.08. Correctness of Statements. The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Warrant Agreement or in the Warrant Certificates (except its countersignature thereof) or be required to verify the same, and all such statements and recitals are and shall be deemed to have been made by the Company only.

Section 8.09. Validity of Agreement. The Warrant Agent shall not be under any responsibility in respect of the validity of this Warrant Agreement or the execution and delivery hereof or in respect of the validity or execution of any Warrant Certificates (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Warrant Agreement or in any Warrant Certificate; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Warrant Agreement or any Warrants or as to whether any shares of Common Stock will, when issued, be validly issued and fully paid and nonassessable.

Section 8.10. Use of Agents. The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents and the Warrant Agent shall not be responsible for the misconduct or negligence of any agent or attorney, provided due care had been exercised in the appointment and continued employment thereof.

Section 8.11. Indemnification of Warrant Agent. The Warrant Agent shall incur no liability or responsibility to the Company or to any holder of Warrants for any action taken in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all losses, expenses and liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted in good faith by the Warrant Agent in the execution of this Warrant Agreement or otherwise arising in connection with this Warrant Agreement, except as a result of the Warrant Agent’s negligence or willful misconduct or bad faith.

Section 8.12. Legal Proceedings. The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more Warrantholders shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may consider proper, whether with or without any such security or indemnity.

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Section 8.13. Other Transactions in Securities of the Company. The Warrant Agent in its individual or any other capacity may become the owner of Warrants or other securities of the Company, or become peculiarly interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Warrant Agent under this Warrant Agreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity.

Section 8.14. Actions as Agent. The Warrant Agent shall act hereunder solely as agent and not in a ministerial or fiduciary capacity, and its duties shall be determined solely by the provisions hereof. The duties and obligations of the Warrant Agent shall be determined solely by the express provisions of the Warrant Agreement, and the Warrant Agent shall not be liable except for the performance of such duties and obligations as are specifically set forth in the Warrant Agreement. No implied covenants or obligations shall be read into the Warrant Agreement against the Warrant Agent. No provision of the Warrant Agreement shall require the Warrant Agent 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, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

Section 8.15. Appointment and Acceptance of Agency. The Company hereby appoints the Warrant Agent to act as agent for the Company in accordance with the instructions set forth in this Warrant Agreement, and the Warrant Agent hereby accepts the agency established by this Warrant Agreement and agrees to perform the same upon the terms and conditions herein set forth.

Section 8.16. Liability of Warrant Agent. The Warrant Agent shall not be liable, whether in contract, in tort or otherwise, for anything that it may do or refrain from doing in good faith in connection with this Warrant Agreement, except for its own negligence or willful misconduct or bad faith. To the extent the Warrant Agent is so liable notwithstanding the preceding sentence, the aggregate amount of any such liability shall not exceed $100,000, except to the extent such liability arises as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith.

Section 8.17. Successors and Assigns. All the covenants and provisions of this Warrant Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns hereunder.

Section 8.18. Notices. Any notice or demand authorized by this Warrant Agreement to be given or made by the Warrant Agent or by any Warrantholder to or on the Company shall be sufficiently given or made if sent by mail first-class, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows:

Zions Bancorporation

One South Main Street, 15th Floor

Salt Lake City, Utah 84133

Attention: Chief Financial Officer

-36-

With a copy to:

Sullivan & Cromwell LLP

1888 Century Park East, Suite 2100

Los Angeles, California 90067

Attention: Patrick S. Brown

Any notice or demand authorized by this Warrant Agreement to be given or made by any Warrantholder or by the Company to or on the Warrant Agent shall be sufficiently given or made if sent by mail first-class, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows:

Zions First National Bank

One South Main Street, 12th Floor

Salt Lake City, Utah 84133

Attention: Shelene Brown

Any notice of demand authorized by this Warrant Agreement to be given or made to any Warrantholder shall be sufficiently given or made if sent by first-class mail, postage prepaid to the last address of such Warrantholder as it shall appear on the Warrant Register. Any notice to the owners of a beneficial interest in a Global Warrant shall be distributed through the Depositary in accordance with the procedures of the Depositary, and such notice shall be deemed to be effective at the time of dispatch to the Depositary.

Section 8.19. Applicable Law. The validity, interpretation and performance of this Warrant Agreement and of the Warrant Certificates shall be governed by the law of the State of New York without giving effect to the principles of conflicts of laws thereof.

Section 8.20. Benefit of this Warrant Agreement. Nothing in this Warrant Agreement expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any Person other than the parties hereto and the Warrantholders any right, remedy or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise or agreement hereof, and all covenants, conditions, stipulations, promises and agreements contained in this Warrant Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and of the Warrantholders.

Section 8.21. Registered Warrantholders. Prior to due presentment for registration of transfer, the Company and the Warrant Agent may deem and treat the Person in whose name any Warrants are registered in the Warrant Register as the absolute owner thereof for all purposes whatever (notwithstanding any notation of ownership or other writing thereon made by anyone other than the Company or the Warrant Agent) and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary or be bound to recognize any equitable or other claim to or interest in any Warrants on the part of any other Person and shall not be liable for any registration of transfer of Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary unless made with actual knowledge that a fiduciary or nominee is committing a breach of trust in requesting such registration of transfer or with such knowledge of such facts that its participation therein amounts to bad faith.

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Section 8.22. Inspection of this Warrant Agreement. A copy of this Warrant Agreement shall be available at all reasonable times for inspection by any Warrantholder or owner of a beneficial interest in a Global Warrant at the principal office of the Warrant Agent. The Warrant Agent may require any such holder to submit his Warrant Certificate for inspection by it before allowing such holder to inspect a copy of this Warrant Agreement.

Section 8.23. Headings. The Article and Section headings herein are for convenience only and are not a part of this Warrant Agreement and shall not affect the interpretation thereof.

Section 8.24. Counterparts. This Warrant Agreement may be executed in any number of counterparts on separate counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

[Signature Page Follows]

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IN WITNESS WHEREOF, this Warrant Agreement has been duly executed by the parties hereto as of the day and year first above written.

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

ZIONS FIRST NATIONAL BANK,
as Warrant Agent
By:	/s/ Shelene Brown
	Name: Shelene Brown
	Title: Assistant Vice President

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EXHIBIT A

FORM OF WARRANT CERTIFICATE

[FACE]

No. _______________ CUSIP No. 989701 115

[UNLESS THIS GLOBAL WARRANT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ZIONS BANCORPORATION (THE “ISSUER”), THE CUSTODIAN 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.

TRANSFERS OF THIS GLOBAL WARRANT SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL WARRANT SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT REFERRED TO ON THE REVERSE HEREOF.]**

** Bracketed language only appears on Global Warrants held in the name of DTC (or nominee thereof).

ZIONS BANCORPORATION

[Designation of Warrants]

NUMBER OF WARRANTS: [        ] Warrants, each of which is exercisable initially for [        ] share of Common Stock, subject to adjustment as described in the Warrant Agreement dated May 25, 2010 (the “Warrant Agreement”), between Zions Bancorporation (the “Company”) and Zions First National Bank, as Warrant Agent.

EXERCISE PRICE: Initially, $[        ] per share of Common Stock for which a Warrant is exercisable, subject to adjustment as described in the Warrant Agreement.

FORM OF PAYMENT OF EXERCISE PRICE: Net Share Settlement.

FORM OF SETTLEMENT: Upon exercise of any Warrants represented hereby, the Warrantholder shall be entitled to receive, without any payment therefor, a number of shares of Common Stock equal to the Net Share Amount, together with Cash in lieu of any fractional shares, in each case, as described in the Warrant Agreement.

DATES OF EXERCISE: At any time, and from time to time, prior to the Close of Business on the Expiration Date, the Warrantholder shall be entitled to exercise all Warrants then represented hereby and outstanding or any portion thereof (which shall not include any fractional Warrants).

PROCEDURE FOR EXERCISE: Warrants may be exercised by (a) in the case of a Certificated Warrant, surrendering the Warrant Certificate evidencing such Warrant at the principal office of the Warrant Agent (or successor warrant agent), with the exercise notice set forth on the reverse of the Warrant Certificate duly completed and executed, together with any applicable transfer taxes, or (b) in the case of a Global Warrant, complying with the procedures established by the Depositary for the exercise of Warrants.

AUTOMATIC EXERCISE: Any unexercised Warrant shall be automatically exercised for the benefit of the Warrantholder (a) on the Expiration Date if a Warrant is not exercised by the Warrantholder prior to the Close of Business on the Expiration Date, or (b) on the relevant Effective Date upon an occurrence of a Cash Designated Event, in each case of (a) and (b) if any shares of Common Stock or Cash in lieu of any fractional shares are deliverable to the Warrantholder as a result of the Net Share Settlement calculation, or in the case of (b) if additional shares of Common Stock are deliverable as a result of a Designated Event, as of the Expiration Date or such Effective Date, as applicable.

ADJUSTMENTS: The Exercise Price and the Number of Shares will be subject to adjustment upon the occurrence of certain events as described in the Warrant Agreement.

DESIGNATED EVENT: If a Designated Event occurs prior to the Expiration Date and a Warrantholder elects to exercise Warrants in connection with such Designated Event, the number of shares to which the Warrantholder is entitled will be increased with respect to such exercised Warrants, as described in the Warrant Agreement.

A-2

ACCOUNTING EVENT: If an Accounting Event occurs prior to the Expiration Date, the Company will have the right to cause all (but not less than all) outstanding Warrants to be exercised on the 27th Trading Day following the Accounting Event Effective Date of such Accounting Event and, in connection with such exercise, the Company will increase the number of shares to which the Warrantholder is entitled with respect to such exercised Warrants, as described in the Warrant Agreement.

EXPIRATION DATE: May 22, 2020.

This Warrant Certificate certifies that             , or its registered assigns, is the Warrantholder of the Number of Warrants (the “Warrants”) specified above[, as modified in Schedule A hereto,]** (such number subject to adjustment from time to time as described in the Warrant Agreement).

In connection with the exercise of any Warrants, (a) the Company shall determine the Net Share Amount for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver to the exercising Warrantholder, on the applicable Settlement Date, for each Warrant exercised, a number of shares of Common Stock equal to the relevant Net Share Amount together with Cash in lieu of any fractional shares as described in the Warrant Agreement and, in the case of a Designated Event or Accounting Event, such number of additional shares of Common Stock to which the Warrantholder is entitled as a result of an exercise of such Warrant in connection therewith.

Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, Warrants will not entitle the Warrantholder to any of the rights of the holders of shares of Common Stock.

Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place.

This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent.

In the event of any inconsistency between the Warrant Agreement and this Warrant Certificate, the Warrant Agreement shall govern.

[Signature page follows]

** Bracketed language only appears on Global Warrants.

A-3

IN WITNESS WHEREOF, Zions Bancorporation has caused this instrument to be duly executed.

Dated:                     

ZIONS BANCORPORATION
By:
	Name:
	Title:

Attest
By:
	Assistant Secretary

Countersigned as of the date above written:

ZIONS FIRST NATIONAL BANK, as Warrant Agent

By:
	Authorized Officer

A-4

[FORM OF REVERSE OF WARRANT CERTIFICATE]

ZIONS BANCORPORATION

The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued by the Company pursuant to a Warrant Agreement, dated May 25, 2010 (the “Warrant Agreement”), between Zions Bancorporation and Zions First National Bank (the “Warrant Agent”), and are subject to the terms and provisions contained in the Warrant Agreement, to all of which terms and provisions each Warrantholder consents by acceptance of this Warrant Certificate or a beneficial interest therein. Without limiting the foregoing, all capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Warrant Agreement. A copy of the Warrant Agreement is on file at the Warrant Agent’s Office.

The Warrant Agreement and the terms of the Warrants are subject to amendment as provided in the Warrant Agreement.

This Warrant Certificate shall be governed by, and interpreted in accordance with, the laws of the State of New York without regard to the conflicts of laws principles thereof.

A-5

Exercise Notice

Zions First National Bank

One South Main Street, 12th Floor

Salt Lake City, Utah 84133

Attention: Shelene Brown

The undersigned (the “Registered Warrantholder”) hereby irrevocably exercises                      Warrants (the “Exercised Warrants”) and delivers to you herewith a Warrant Certificate or Warrant Certificates, registered in the Registered Warrantholder’s name, representing a Number of Warrants at least equal to the number of Exercised Warrants.

The Registered Warrantholder hereby directs the Warrant Agent to:

(a) deliver the Net Share Amount for each of the Exercised Warrants as follows:                     ; and

(b) if the number of Exercised Warrants is less than the Number of Warrants represented by the enclosed Warrant Certificates, to deliver a Warrant Certificate representing the unexercised Warrants to:

Dated:

(Registered Warrantholder)

By:

Authorized Signature

Address:

Telephone:

A-6

SCHEDULE A

SCHEDULE OF INCREASES OR DECREASES IN WARRANTS

The initial Number of Warrants represented by this Global Warrant is                     . In accordance with the Warrant Agreement dated May 25, 2010, between Zions Bancorporation and Zions First National Bank, as Warrant Agent, the following increases or decreases in the Number of Warrants represented by this certificate have been made:

Date Amount of
increase
in Number  of
Warrants
evidenced by this
Global
Warrant Amount of
decrease
in Number of
Warrants
evidenced by this
Global
Warrant Number of
Warrants
evidenced by this
Global Warrant
following
such decrease or
increase Signature of
authorized
signatory

A-7

FORM OF ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers the Warrant(s) represented by this Certificate to:

Name, Address and Zip Code of Assignee

and irrevocably appoints

Name of Agent

as its agent to transfer this Warrant Certificate on the books of the Warrant Agent.

[Signature page follows]

A-8

Date:                     

Name of Transferee
By:
	Name:
	Title:

(Sign exactly as your name appears on the other side of this Certificate)

NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15.

A-9

EXHIBIT B

FORM OF GLOBAL WARRANT LEGEND

UNLESS THIS GLOBAL WARRANT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ZIONS BANCORPORATION (THE “ISSUER”), THE CUSTODIAN 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.

TRANSFERS OF THIS GLOBAL WARRANT SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL WARRANT SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT REFERRED TO ON THE REVERSE HEREOF.

B-1

EX-31.1

EXHIBIT 31.1

C E R T I F I C A T I O N

Principal Executive Officer

I, Harris H. Simmons, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Zions Bancorporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 9, 2010

/s/ Harris H. Simmons

Harris H. Simmons, Chairman, President

and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

C E R T I F I C A T I O N

Principal Financial Officer

I, Doyle L. Arnold, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Zions Bancorporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 9, 2010

/s/ Doyle L. Arnold

Doyle L. Arnold, Vice Chairman and

Chief Financial Officer

EX-32

EXHIBIT 32

C E R T I F I C A T I O N

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. §1350, the undersigned officers of Zions Bancorporation (the “Company”) hereby certify that, to the best of their knowledge, the Company’s Quarterly Report for the three months ended September 30, 2010 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 (15 U.S.C. 78m) and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 9, 2010

/s/ Harris H. Simmons
Name:	Harris H. Simmons
Title:	Chairman, President and Chief Executive Officer
/s/ Doyle L. Arnold
Name:	Doyle L. Arnold
Title:	Vice Chairman and Chief Financial Officer

The foregoing certification is being furnished solely pursuant to 18 U.S.C. §1350 and is not being filed as part of the Report or as a separate disclosure document.