0001193125-08-147884 Sample Contracts

DEPOSIT AGREEMENT among ZIONS BANCORPORATION, ZIONS FIRST NATIONAL BANK, as Depositary, and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of July 8, 2008
Deposit Agreement • July 8th, 2008 • Zions Bancorporation /Ut/ • National commercial banks • New York

DEPOSIT AGREEMENT, dated as of July 8, 2008, among ZIONS BANCORPORATION, a Utah corporation, ZIONS FIRST NATIONAL BANK, a national banking association formed under the laws of the United States, and the Holders from time to time of the Receipts described herein.

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ZIONS BANCORPORATION AUCTION AGENT AGREEMENT dated as of June 25, 2008 Relating to the of ZIONS BANCORPORATION ZIONS DIRECT, INC. as Auction Agent
Auction Agent Agreement • July 8th, 2008 • Zions Bancorporation /Ut/ • National commercial banks • Utah

This Auction Agent Agreement (this “Agreement”), dated as of June 25, 2008, is by and between Zions Bancorporation, a Utah corporation (the “Issuer”), and Zions Direct, Inc., a Utah corporation (the “Auction Agent”).

In a Share of Series C Non-Cumulative Perpetual Preferred Stock Distribution Agreement
Distribution Agreement • July 8th, 2008 • Zions Bancorporation /Ut/ • National commercial banks • New York

Zions Bancorporation, a Utah corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell depositary shares (the “Depositary Shares”), each representing a 1/40th interest in a share of the Company’s 9.50% Series C Non-Cumulative Perpetual Preferred Stock (the “Preferred Stock”) and collectively representing shares of Preferred Stock (the “Preferred Shares” and, together with the Depositary Shares, the “Securities”) and agrees with you (the “Agent”) as set forth in this Distribution Agreement (the “Agreement”). The Preferred Stock is to be deposited against delivery of Depositary Receipts (the “Depositary Receipts”) evidencing Depositary Shares that are to be issued by Zions First National Bank, as depositary (the “Depositary”), under the Deposit Agreement to be entered into among the Company, the Depositary and the holders from time to time of the Depositary Receipts issued thereunder (the “Deposit Agreement”).

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