0001193125-12-492245 Sample Contracts

5,789,909 Warrants ZIONS BANCORPORATION UNDERWRITING AGREEMENT
Underwriting Agreement • December 5th, 2012 • Zions Bancorporation /Ut/ • National commercial banks • New York

The United States Department of the Treasury (the “Selling Security Holder”) proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto, for whom you are acting as representative (the “Representative”), an aggregate of up to 5,789,909 warrants (the “Warrants”) of Zions Bancorporation, a Utah corporation, (the “Company”), representing the right to purchase an aggregate of up to that same number of shares (the “Warrant Shares”) of the Company’s common stock (the “Common Stock”). The respective maximum amounts of the Warrants to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto.

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