1 June 2009

Zions Bancorporation

Capital Augmentation Actions

Forward-Looking Statements

This presentation contains statements that relate to the projected performance of Zions Bancorporation and elements of or

affecting such performance, including statements with respect to

the beliefs, plans, objectives, goals, guidelines, expectations,

anticipations and estimates of management.  These statements constitute forward-looking information within the meaning of the

Private Securities Litigation Reform Act.  Actual facts, determinations, results or achievements may differ materially from the

statements provided in this presentation since such statements involve significant known and unknown risks and uncertainties. 

Factors that might cause such differences include, but are not limited to:  the level of participation in the tender offer or exchange

offer discussed in this presentation; the purchase price actually paid by Zions Bancorporation in its modified Dutch auction tender

offer for outstanding preferred stock; competitive pressures among financial institutions; economic, market and business

conditions,

either

nationally

or

locally

in

areas

in

which

Zions

Bancorporation

conducts

its

operations,

being

less

favorable

than

expected; changes in the interest rate environment reducing expected interest margins; changes in debt, equity and securities

markets; adverse legislation or regulatory changes and other factors described in Zions Bancorporation’s Annual Report on Form

10-K for the year ended December 31, 2008.  In addition, the statements contained in this presentation are based on facts and

circumstances as understood by management of the company on the date of this presentation, which may change in the future. 

Zions Bancorporation disclaims any obligation to update any statements or to publicly announce the result of any revisions to any

of the forward-looking statements included herein to reflect future events, developments, determinations or understandings.

In addition, certain assumptions used in the presentation for illustrating the potential impact  of future events on Zions’

performance contained in the credit losses and securities impairment charges in the slides entitled “Zions Stress Loan Losses”

and

“Example

Zions

Stress

Sensitivity

and

Capital

Actions

Impact”

do

not

represent

management’s

forecasts

or

expectations,

and

are included solely for illustrative purposes.

Other Information

Zions

Bancorporation

has

filed

a

registration

statement

(Registration

Statement

No.

333-158319,

including

a

prospectus)

with

the

SEC for our common stock offering. Before you invest, you should

read the Prospectus dated March

31, 2009 contained in that

registration

statement,

the

Prospectus

Supplement

dated

June

1,

2009

and

other

documents

Zions

Bancorporation

has

filed

with

the

SEC

for

more

complete

information

about

Zions

Bancorporation

and

this

offering.

You

may

get

these

documents

and

other

documents Zions Bancorporation has filed for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, Zions

Bancorporation, any underwriter or dealer participating in the offering will arrange to send you the prospectus and other

documents

Zions

Bancorporation

has

filed

with

the

SEC

if

you

request

it

by

calling

toll

free

(866)

471-2526.

This presentation does not constitute an offer to sell or the solicitation of an offer to buy any Zions Bancorporation common stock

or an offer to buy or the solicitation of an offer to sell any Zions Bancorporation depositary shares, and nor shall there be any sale

or purchase of securities of the company in any state or jurisdiction in which such an offer, solicitation, sale or purchase would be

unlawful.

Unless an exemption from the securities laws is available, any offering of Zions Bancorporation common stock may be

made

only

by

means

of

an

effective

registration

statement

(including

related

base

prospectus)

and

prospectus

supplement.

The

tender offer is being made only pursuant to the Offer to Purchase dated June 1, 2009, and the related letter of transmittal.

Capital Actions Announced Today

Expected Tangible

Common Impact

Common Equity Distribution Program

~ $250 mm

Up to $250 million, about 16%

  of current market cap

Over 2-3 quarters

Proceeds used for Ser A

  preferred tender and for

  general corporate purposes

Goldman Sachs is sales agent

Ser A $25 par Preferred Tender

~ $50 mm

Cash tender for 4 mm shares;

Modified Dutch auction

Tender range $10.00-11.50

per $25.00 par security

Goldman Sachs is dealer manager

Capital Actions Announced Today

Expected Tangible

Common Impact

Common Equity Distribution Program

~ $250 mm

Ser A $25 par Preferred Tender

~ $50 mm

Subordinated Debt Modification

~ $218 mm

Unilateral addition of option to

   convert to Ser A or Ser C

   preferred

Applies to all $1.4 billion of

   outstanding sub debt

Debt holders can 'opt out' of

   accepting the option

Triggers debt extinguishment

   and new debt issuance--

   GAAP and tax

Part of Face - Fair value difference

   recognized as income, part is direct

    addition to common equity

Common impact amortizes over ~6 years

or upon conversion to preferred

Sub debt becomes preferred capital if

conversion option is exercised

Deferred swap gain recognition

~ $110 mm

Recognize gain on debt swaps

  previously terminated, to the extent

  sub debt holders do not 'opt out'

Flows through income, does not amortize

Capital Actions Announced Today

•

Expected Tangible Common Equity increase

of up to $628 mm, which is ~111 bps of

tangible assets

•

All except Common Equity Distribution

Program equity expected to be completed

2Q2009

Capital Ratios—Pro Forma for

Capital Actions

Pro Forma 1Q09

Actual

Actual

14.21%

9.94%*

9.18%

6.37%

Scenario 1*

14.32%

10.22%

8.86%

5.89%

4Q08

9.18%

8.28%

Tangible Equity

14.21%

13.39%

Total Risk Based

10.29%

9.43%

Tier 1 Risk Based

6.37%

5.26%

Tangible Common Equity

Scenario 2

1Q09

*Assumes regulatory disallowance of $218 MM of Tangible Equity from Subordinated Debt

modification, and that no debt elects to convert to preferred stock

Reason for Capital Actions

•

Replenishes capital levels to historical

ranges

•

Provides additional capital cushion against

potential stress losses

•

Minimizes dilution to current shareholders

•

Not the result of Fed stress testing, but

guided by SCAP results

Net Charge-offs: Zions consistently ~50-80 bps 

annualized better than avg

of large

BHC’s

(Annualized % of Avg

Loans)

1.47%

2.39%

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

3.00%

Zions

Peer (weighted average)

Note: Peer group defined as bank holding companies with assets >= $10 billion. 

Peer data source: SNL.

CNB, IBOC, and DRL excluded due to lack of NCO and average loan data in SNL.

Peer Comparison NCOs & NALs

Source: SNL (Regulatory Data)

Note: HBAN adjusted to exclude Franklin

4Q08 NCOs / Average Loans (annualized)

4Q08 NALs / Loans (period end)

First Lien Mortgages

0.38%

0.69%

0.76%

0.82%

1.38%

1.86%

3.47%

HBAN

ZION

BBT

KEY

RF

STI

FITB

2nd/Junior Lien Mortgages

0.30%

1.22%

1.24%

1.29%

1.74%

2.17%

2.70%

ZION

HBAN

KEY

BBT

RF

FITB

STI

Commercial & Industrial

0.93%

1.00%

1.16%

1.35%

1.79%

1.99%

5.79%

BBT

STI

ZION

RF

HBAN

KEY

FITB

Commercial Real Estate

1.18%

1.43%

1.64%

1.92%

2.33%

6.35%

18.65%

BBT

HBAN

STI

KEY

ZION

RF

FITB

Other Loans & Leases

1.28%

1.44%

1.58%

1.66%

1.75%

1.80%

2.48%

STI

RF

ZION

FITB

KEY

HBAN

BBT

Total Loans & Leases

1.29%

1.35%

1.68%

1.71%

1.75%

3.20%

7.57%

BBT

HBAN

STI

ZION

KEY

RF

FITB

First Lien Mortgages

0.67%

1.38%

1.50%

1.63%

2.13%

5.08%

5.22%

RF

ZION

KEY

BBT

HBAN

FITB

STI

2nd/Junior Lien Mortgages

0.08%

0.38%

0.52%

0.62%

0.81%

1.80%

3.00%

RF

ZION

HBAN

BBT

KEY

FITB

STI

Commercial & Industrial

0.59%

0.90%

0.95%

1.35%

1.71%

1.87%

2.10%

BBT

RF

STI

ZION

FITB

KEY

HBAN

Commercial Real Estate

2.24%

3.16%

3.20%

3.45%

3.80%

5.55%

7.18%

BBT

RF

ZION

KEY

HBAN

STI

FITB

Other Loans & Leases

0.32%

0.34%

0.37%

0.51%

0.51%

0.53%

0.60%

FITB

HBAN

STI

BBT

KEY

ZION

RF

Total Loans & Leases

1.43%

1.49%

1.70%

2.09%

2.26%

3.01%

3.23%

BBT

RF

KEY

HBAN

ZION

STI

FITB

Zions Stress Loan Losses

Based on Published Aggregate Treasury Adverse

Loss Factors

Zions

Stress Test Loss Results

Zions

12/31/08 Balance

Treasury Adverse (%)

*

Losses

First Lien Mortgage

3,878

$             

8.8%

341

$             

Second Lien Mortgage

2,504

$             

13.8%

346

$             

Commercial & Industrial**

18,036

$           

6.1%

1,100

$          

Commercial Real Estate

15,393

$           

8.5%

1,308

$          

All Other Consumer

1,980

$             

10.0%

***

198

$             

Credit Cards

119

$                 

22.5%

27

$              

41,910

$           

7.9%

3,320

$          

*

From Table 2 page 6 of SCAP Overview, May 7, 2009

**

Includes $7,882 MM of Commercial & Industrial Owner Occupied

***

All Other Consumer loss factor not published in SCAP Overview, May 7, 2009. Used high loss factor for these loans.

Example Zions Stress Sensitivity

and Capital Actions Impact

($'s Millions)

2-Yr Cumulative Loss

6.9%

7.9%

8.9%

9.9%

Loan Losses

(1)

$2,988

$3,320

$3,682

$4,014

Assumed Securities Impairment

(2)

$200

$300

$400

$500

Total Pre-tax Losses

$3,188

$3,620

$4,082

$4,514

Tier 1 Common required

(3)

($183)

$43

$356

$582

Planned Capital Actions

Common Equity Issued

~$250

~$250

~$250

~$250

Repurchase of Preferred

~$50

~$50

~$50

~$50

Post Tax Gain on Subordinated Debt Exchange

~$218

~$218

~$218

~$218

After Tax Recognition of Gain on Previously

Terminated Sub Debt Swap

~$110

~$110

~$110

~$110

Tier 1 Common surplus / (deficit)

$811

$585

$272

$46

(1) Total loan losses for 2009 & 2010; assumes no net change to Loan Loss Reserves

(2) In addition to portfolio and Lockhart related losses taken in Q1 2009 which are already reflected in this analysis.

      Securities losses contain both OTTI and OCI.

(3) Assumes $1,000 MM annually pre-tax, pre-provision revenue; balance sheet shrinkage by amount of Net Charge Off's;

     35% tax rate; 4.0% Tier 1 Common to RWA ratio threshold; assumes securities losses 50% OTTI and 50% OCI;

     assumes full utilization of Deferred Tax Asset

Appendix

Calculation of estimates of tangible

common equity impacts

Potential Preferred Tender Impact on

Tangible Common Equity

•

4.0 mm shares tendered @ $10.00 = $60 mm

tangible common ($15 per share FV discount times

4.0 mm shares)

•

3.0 mm shares tendered @ $11.50 = $40.5 mm

tangible common ($13.50 per share FV discount

times 3.0 mm shares)

•

Amount shown in Capital Actions: ~$50 million

Potential Deferred Swap Gain Recognition Impact on

Tangible Common Equity

•

Total deferred gain on terminated FAS 133 swaps that hedged

Zions’

sub debt as of 1Q09 = $200 mm

•

The gain will be immediately recognized as pre-tax income for

all debt that that is modified by the conversion feature; for

illustrative purposes only, assumes 15 -

20% will choose to

exchange (“opt out”) to notes that are not modified

•

Pre-tax earnings: $160 –

170 mm ($200 mm times 0.80 or 0.85)

•

After tax tangible common increase: $104 -

110.5 mm (35% tax

rate

•

Amount shown in Capital Impact: ~ $110 mm

Potential Sub Debt Modification

Impact on Common Equity

Illustrative Hypothetical Scenarios

($'s Millions)

Face Value of Current Sub Debt

$1,400

$1,400

$1,400

$1,400

Assumed % Accepting Modification

60%

80%

80%

85%

Face Value of Modified Debt

$840

$1,120

$1,120

$1,190

Actual Fair Value of Debt May 29 (70% of par)

$588

$784

$784

$833

Assumed Trading % of Par ~ June 29

70%

70%

80%

90%

FV of Modified Debt ~ June 29

$588

$784

$896

$1,071

Assumed Value of Option to Convert

   (= FV June 29 - FV May 29)

$0

$0

$112

$238

Pre-tax Gain of Debt Extinguishment

$252

$336

$224

$119

   (=Face Val of Modified Debt - FV June 29

     - Assumed Value of Option)

Tangible Common Equity Increase

$164

$218

$258

$315

   (= Value of Option + (Pre-Tax Gain x .65))*

Amount Shown in Capital Impact

~$218 mm

* Assumes 35% tax rate

Zions Bancorporation

Capital Augmentation Discussion

1 June 2009