13. LONG-TERM DEBT

Long-term debt is summarized as follows:


*(In thousands)*	December 31,
	2011		2010

Junior subordinated debentures related to trust preferred securities	$	461,858	$	461,858
Convertible subordinated notes		323,159		417,643
Subordinated notes		220,168		223,057
Senior medium-term notes		924,716		819,174
FHLB advances		23,840		20,132
Capital lease obligations and other		721		758

	$	1,954,462	$	1,942,622

The preceding amounts represent the par value of the debt adjusted for any unamortized premium or discount or other basis adjustments, including the value of associated hedges.

Trust Preferred Securities

Junior subordinated debentures related to trust preferred securities primarily include debentures issued to Zions Capital Trust B ("ZCTB"), Amegy Statutory Trusts I, II and III ("Amegy Trust I, II or III"), and Stockmen's Statutory Trusts II and III ("Stockmen's Trust II or III") as follows at December 31, 2011:

(Dollars in thousands)

Balance

Interest rate¹

Maturity

ZCTB

293,815

8.00

Sep 2032

Amegy Trust I

51,547

3mL+2.85%(3.41%)

Dec 2033

Amegy Trust II

36,083

3mL+1.90%(2.30%)

Oct 2034

Amegy Trust III

61,856

3mL+1.78%(2.33%)

Dec 2034

Stockmen's Trust II

7,732

3mL+3.15%(3.72%)

Mar 2033

Stockmen's Trust III

7,732

3mL+2.89%(3.45%)

Mar 2034

Intercontinental Statutory Trust I

3,093

3mL+2.85%(3.41%)

Mar 2034

461,858

¹	Designation of "3mL" is three-month LIBOR; effective interest rate at the beginning of the accrual period commencing on or before December 31, 2011 is shown in parenthesis.

The junior subordinated debentures are issued or have been assumed by the Parent or Amegy. Each series of junior subordinated debentures was issued to and is held by a trust, which has issued a corresponding series of trust preferred security obligations. The trust obligations are in the form of capital securities subject to mandatory redemption upon repayment of the junior subordinated debentures by the Parent or Amegy, as the case may be. The sole assets of the trusts are the junior subordinated debentures.

Interest distributions are made quarterly at the same rates earned by the trusts on the junior subordinated debentures; however, we may defer the payment of interest on the junior subordinated debentures. Early redemption is currently possible on all of the debentures and requires the approval of banking regulators.

The debentures for ZCTB are direct and unsecured obligations of the Parent and are subordinate to other indebtedness and general creditors. The debentures for Amegy Trust I, II and III are direct and unsecured obligations of Amegy and are subordinate to other indebtedness and general creditors. The debentures for Stockmen's Trust II and III are unsecured obligations of Stockmen's assumed by the Parent in connection with the acquisition of Stockmen's by NBA. The Parent has unconditionally guaranteed the obligations of ZCTB with respect to its trust preferred securities to the extent set forth in the applicable guarantee agreement. Amegy has unconditionally guaranteed the obligations of Amegy Trust I, II and III with respect to their respective series of trust preferred securities to the extent set forth in the applicable guarantee agreements. The Parent has assumed Stockmen's unconditional guarantees of the obligations of Stockmen's Trust II and III with respect to their respective series of trust preferred securities to the extent set forth in the applicable guarantee agreements.

Subordinated Notes and Subordinated Debt Modification

Subordinated notes consist of the following at December 31, 2011:


*(Dollars in thousands)*	Convertible subordinated notes				Subordinated notes					Maturity
Interest rate	Balance		Par amount		Balance		Par amount			Maturity

5.65%	$	80,980	$	126,858	$	32,178	$	30,173			May 2014
6.00%		132,506		230,443		45,964		42,303			Sep 2015
5.50%		109,673		190,064		67,026		62,078			Nov 2015
3mL+1.25%(1.88%)¹						75,000		75,000	²		Sep 2014

		$323,159	$	547,365	$	220,168	$	209,554

¹	Designation of "3mL" is three-month LIBOR; effective interest rate at the beginning of the accrual period commencing on or before December 31, 2011 is shown in parenthesis.

²	Issued by Amegy.

These notes are unsecured and are not redeemable prior to maturity. Interest is payable semiannually.

In 2009, we exchanged a total of approximately $190.1 million par value of the subordinated notes for new notes with the same terms. The remaining $1,210.0 million par value of the subordinated notes was modified to permit conversion on a par-for-par basis into either the Company's Series A or Series C preferred stock. The carrying value of the subordinated notes included associated terminated fair value hedges. Holders of the convertible subordinated debt are allowed to convert on the interest payment dates of the debt. Net of issuance costs and debt discount on the previous debt, the total pretax gain recognized in the statement of income from these subordinated debt modifications was $508.9 million. The gain was calculated as the difference between the fair value of the modified convertible subordinated notes and the carrying value of the extinguished debt on the transaction dates.

In connection with these subordinated debt modifications, we also recorded the intrinsic value of the beneficial conversion feature directly in common stock, as discussed in Note 14.

Subordinated notes converted to preferred stock amounted to $256.1 million in 2011, $343.0 million in 2010, and $63.4 million in 2009.

The convertible debt discount recorded in connection with the subordinated debt modifications is amortized to interest expense using the interest method over the remaining terms of the convertible subordinated notes. When holders of the convertible subordinated notes convert to preferred stock, the rate of amortization is accelerated by immediately expensing any unamortized discount associated with the converted debt. Amortization of the convertible debt discount is summarized as follows:


*(In thousands)*	2011			2010			2009

Balance at beginning of year	$	385,831		$	616,240		$	0
Convertible debt discount from debt modifications								678,924
Discount amortization on convertible subordinated debt		(46,021	)		(57,963	)		(26,955	)
Accelerated discount amortization on convertible subordinated debt		(115,604	)		(172,446	)		(35,729	)

Total amortization		(161,625	)		(230,409	)		(62,684	)

Balance at end of year	$	224,206		$	385,831		$	616,240

As discussed in Note 8, we terminated all fair value hedges that had been used for the subordinated notes. The remaining value of $10.8 million and $13.8 million at December 31, 2011 and 2010, respectively, is amortized as a reduction of interest expense over the periods to the previously stated maturity dates of the notes.

In 2010, we exchanged $55.6 million of nonconvertible subordinated debt into shares of the Company's common stock, as discussed further in Note 14. The net pretax gain on subordinated debt exchange included in the statement of income was approximately $14.5 million, 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.

Senior Medium-term Notes

Senior medium-term notes consist of the following at December 31, 2011:


*(Dollars in thousands)*
Interest rate	Balance		Par amount		Interest payments	Maturity

3mL+0.37%(0.78%)¹	$	254,771	$	254,893	Quarterly	Jun 2012
7.75%		462,178		499,900	Semiannually	Sep 2014
2.00% - 5.50%		207,767		207,969	Semiannually	Sep 2012 - Nov 2016

	$	924,716

¹	Designation of "3mL" is three-month LIBOR; effective interest rate at the beginning of the accrual period commencing on or before December 31, 2011 is shown in parenthesis.

These notes are unsecured and are not redeemable prior to maturity. The variable rate notes are guaranteed under the FDIC's Temporary Liquidity Guarantee Program. The remaining notes were issued under a shelf registration filed with the SEC. The $207.8 million notes were sold via the Company's online auction process and direct sales.

FHLB Advances

The FHLB advances were issued to Amegy with maturities from June 2014 to September 2041 at interest rates from 2.81% to 6.98%. The weighted average interest rate on advances outstanding was 4.5% and 4.6% at December 31, 2011 and 2010, respectively.

Interest Expense and Maturities

Interest expense on long-term debt included in the statement of income was reduced by $3.0 million in 2011, $3.1 million in 2010, and $26.2 million in 2009 as a result of the associated hedges.

Maturities on long-term debt are as follows for the years succeeding December 31, 2011:


*(In thousands)*
	Consolidated		Parent only

2012	$	372,150	$	372,111
2013		18,222		18,179
2014		648,412		573,322
2015		346,401		346,339
2016		75,366		72,249
Thereafter		483,067		309,278

	$	1,943,618	$	1,691,478

These maturities do not include the associated hedges. The $309.3 million of Parent only maturities at December 31, 2011 are for the junior subordinated debentures payable to ZCTB and Stockmen's Trust II and III after 2016.

Subsequent Event

As of February 15, 2012, holders of approximately $29.8 million of subordinated convertible notes elected to convert their debt into depositary shares of the Company's preferred stock. This anticipated conversion will add 370 shares of Series A and 29,404 shares of Series C to the Company's preferred stock.