Exhibit
4.12


 




 





 


 


GUARANTEE AGREEMENT


 


by and between


 


 


ZIONS BANCORPORATION,


as Guarantor


 


 


and


 


 


J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,


as Guarantee Trustee


 


 


relating to


 


ZIONS CAPITAL TRUST [C][D]


 


 






 


 


Dated as of
                     ,
          


 


 






 


 




 















 


CROSS-REFERENCE TABLE*


 


	
  Section of  

  Trust Indenture Act 

  of 1939, as amended

  	
   

  	
  Section of  

  Guarantee Agreement

  
	
  310(a)

  	
   

  	
  4.1(a)

  
	
  310(b)

  	
   

  	
  4.1(c),
  2.8

  
	
  310(c)

  	
   

  	
  Inapplicable

  
	
  311(a)

  	
   

  	
  2.2(b)

  
	
  311(b)

  	
   

  	
  2.2(b)

  
	
  311(c)

  	
   

  	
  Inapplicable

  
	
  312(a)

  	
   

  	
  2.2(a)

  
	
  312(b)

  	
   

  	
  2.2(b)

  
	
  313

  	
   

  	
  2.3

  
	
  314(a)

  	
   

  	
  2.4

  
	
  314(b)

  	
   

  	
  Inapplicable

  
	
  314(c)

  	
   

  	
  2.5

  
	
  314(d)

  	
   

  	
  Inapplicable

  
	
  314(e)

  	
   

  	
  1.1,
  2.5, 3.2

  
	
  314(f)

  	
   

  	
  2.1,
  3.2

  
	
  315(a)

  	
   

  	
  3.1(d)

  
	
  315(b)

  	
   

  	
  2.7

  
	
  315(c)

  	
   

  	
  3.1

  
	
  315(d)

  	
   

  	
  3.1(d)

  
	
  316(a)

  	
   

  	
  1.1,
  2.6, 5.4

  
	
  316(b)

  	
   

  	
  5.3

  
	
  316(c)

  	
   

  	
  8.2

  
	
  317(a)

  	
   

  	
  Inapplicable

  
	
  317(b)

  	
   

  	
  Inapplicable

  
	
  318(a)

  	
   

  	
  2.1

  
	
  318(b)

  	
   

  	
  2.1

  
	
  318(c)

  	
   

  	
  2.1

  







*      This Cross-Reference Table does not constitute part
of the Guarantee Agreement and shall not affect the interpretation of any of
its terms or provisions.


 


i












 


TABLE OF CONTENTS


 




	
  ARTICLE I

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DEFINITIONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.1.

  	
   

  	
  Definitions.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TRUST INDENTURE ACT

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.1.

  	
   

  	
  Trust
  Indenture Act; Application.

  	
   

  	
   

  
	
  Section 2.2.

  	
   

  	
  List of
  Holders.

  	
   

  	
   

  
	
  Section 2.3.

  	
   

  	
  Reports
  by the Guarantee Trustee.

  	
   

  	
   

  
	
  Section 2.4.

  	
   

  	
  Periodic
  Reports to the Guarantee Trustee.

  	
   

  	
   

  
	
  Section 2.5.

  	
   

  	
  Evidence
  of Compliance with Conditions Precedent.

  	
   

  	
   

  
	
  Section 2.6.

  	
   

  	
  Events
  of Default; Waiver.

  	
   

  	
   

  
	
  Section 2.7.

  	
   

  	
  Event of
  Default; Notice.

  	
   

  	
   

  
	
  Section 2.8.

  	
   

  	
  Conflicting
  Interests.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  POWERS, DUTIES AND RIGHTS
  OF THE GUARANTEE TRUSTEE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.1.

  	
   

  	
  Powers and Duties of the Guarantee Trustee.

  	
   

  	
   

  
	
  Section 3.2.

  	
   

  	
  Certain Rights of Guarantee Trustee.

  	
   

  	
   

  
	
  Section 3.3.

  	
   

  	
  Compensation; Indemnity; Fees.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GUARANTEE TRUSTEE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.1.

  	
   

  	
  Guarantee
  Trustee; Eligibility.

  	
   

  	
   

  
	
  Section 4.2.

  	
   

  	
  Appointment,
  Removal and Resignation of the Guarantee Trustee.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GUARANTEE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.1.

  	
   

  	
  Guarantee.

  	
   

  	
   

  
	
  Section 5.2.

  	
   

  	
  Waiver of
  Notice and Demand.

  	
   

  	
   

  
	
  Section 5.3.

  	
   

  	
  Obligations
  Not Affected.

  	
   

  	
   

  
	
  Section 5.4.

  	
   

  	
  Rights
  of Holders.

  	
   

  	
   

  
	
  Section 5.5.

  	
   

  	
  Guarantee
  of Payment.

  	
   

  	
   

  
	
  Section 5.6.

  	
   

  	
  Subrogation.

  	
   

  	
   

  






 


 












 




	
  Section 5.7.

  	
   

  	
  Independent
  Obligations.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  COVENANTS AND
  SUBORDINATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.1.

  	
   

  	
  Subordination.

  	
   

  	
   

  
	
  Section 6.2.

  	
   

  	
  Pari
  Passu Guarantees.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TERMINATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.1.

  	
   

  	
  Termination.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MISCELLANEOUS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.1.

  	
   

  	
  Successors
  and Assigns.

  	
   

  	
   

  
	
  Section 8.2.

  	
   

  	
  Amendments.

  	
   

  	
   

  
	
  Section 8.3.

  	
   

  	
  Notices.

  	
   

  	
   

  
	
  Section 8.4.

  	
   

  	
  Benefit.

  	
   

  	
   

  
	
  Section 8.5.

  	
   

  	
  Governing
  Law.

  	
   

  	
   

  
	
  Section 8.6.

  	
   

  	
  Counterparts.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  






 


 












 


 


GUARANTEE AGREEMENT, dated
as of
                    ,
        , between ZIONS BANCORPORATION,
a Utah corporation (the “Guarantor”),
having its principal office at One South Main Street Salt Lake City, Utah
84111, Suite 1134 and J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, as
trustee (the “Guarantee Trustee”),
for the benefit of the Holders (as defined herein) from time to time of the
Capital Securities (as defined herein) of ZIONS CAPITAL TRUST [C][D], a
Delaware statutory trust (the “Issuer
Trust”).


RECITALS OF THE
GUARANTOR AND THE ISSUER TRUST


WHEREAS, pursuant to an
Amended and Restated Trust Agreement, dated as of
                 ,
        (the “Trust Agreement”), among Zions Bancorporation, as Depositor,
J. P. Morgan Trust Company, National Association, as Property Trustee, Chase
Bank USA, National Association, as Delaware Trustee, and the Administrative
Trustees named therein, the Issuer Trust is issuing
$                    aggregate
Liquidation Amount (as defined in the Trust Agreement) of its
                      (liquidation
amount $25 per Capital Security) (the “Capital
Securities”), representing preferred undivided beneficial interests
in the assets of the Issuer Trust and having the terms set forth in the Trust
Agreement; and


WHEREAS, the Capital
Securities will be issued by the Issuer Trust and the proceeds thereof,
together with the proceeds from the issuance of the Issuer Trust’s Common
Securities (as defined herein), will be used to purchase the Debentures (as
defined in the Trust Agreement) of the Guarantor, which Debentures will be
deposited with J. P. Morgan Trust Company, National Association, as Property
Trustee under the Trust Agreement, as trust assets; and


WHEREAS, as an
incentive for the Holders to purchase Capital Securities, the Guarantor desires
irrevocably and unconditionally to agree, to the extent set forth herein, to
pay to the Holders of the Capital Securities the Guarantee Payments (as defined
herein) and to make certain other payments on the terms and conditions set
forth herein.


NOW,
THEREFORE, in consideration of the purchase of Capital Securities by each Holder,
which purchase the Guarantor hereby acknowledges shall benefit the Guarantor,
the Guarantor executes and delivers this Guarantee Agreement for the benefit of
the Holders from time to time.




ARTICLE I


DEFINITIONS


Section 1.1.  Definitions.


For all purposes of this
Guarantee Agreement, except as otherwise expressly provided or unless the
context otherwise requires:


(a)  The terms defined in this Article have the
meanings assigned to them in this Article, and include the plural as well as
the singular;


(b)  All other terms used herein that are defined
in the Trust Indenture Act (as defined herein), either directly or by reference
therein, have the meanings assigned to them therein;


 












 


(c)  The words “include”, “includes” and
“including” shall be deemed to be followed by the phrase “without limitation”;


(d)  All accounting terms used but not defined
herein have the meanings assigned to them in accordance with United States
generally accepted accounting principles;


(e)  Unless the context otherwise requires, any
reference to an “Article” or a “Section” refers to an Article or a
Section, as the case may be, of this Guarantee Agreement; and


(f)  The words “hereby”, “herein”, “hereof” and
“hereunder” and other words of similar import refer to this Guarantee Agreement
as a whole and not to any particular Article, Section or other
subdivision.


“Affiliate” of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
“control”, when used with respect
to any specified Person, means the power to direct the management and policies
of such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms “controlling” and “controlled”
have meanings correlative to the foregoing.


“Capital Securities” has the meaning specified in the
recitals to this Guarantee Agreement.


“Common Securities” means the securities representing common
undivided beneficial interests in the assets of the Issuer Trust.


“Event of Default” means (i) a default by the Guarantor
in any of its payment obligations under this Guarantee Agreement or (ii) a
default by the Guarantor in any other obligation hereunder that remains
unremedied for 30 days.


“Guarantee Agreement” means this Guarantee Agreement, as
modified, amended or supplemented from time to time.


“Guarantee Payments” means the following payments or
distributions, without duplication, with respect to the Capital Securities, to
the extent not paid or made by or on behalf of the Issuer Trust: (i) any
accumulated and unpaid Distributions (as defined in the Trust Agreement)
required to be paid on the Capital Securities, to the extent the Issuer Trust
shall have funds on hand available therefor at such time; (ii) the Redemption
Price (as defined in the Trust Agreement) with respect to any Capital
Securities called for redemption by the Issuer Trust, to the extent the Issuer
Trust shall have funds on hand available therefor at such time; and (iii) upon
a voluntary or involuntary termination, winding-up or liquidation of the Issuer
Trust, unless Debentures are distributed to the Holders, the lesser of (a) the
Liquidation Distribution (as defined in the Trust Agreement) with respect to
the Capital Securities, to the extent that the Issuer Trust shall have funds on
hand available therefor at such time, and (b) the amount of assets of the
Issuer Trust remaining available for distribution to Holders on liquidation of
the Issuer.


“Guarantee Trustee” means J. P. Morgan Trust Company,
National Association, solely in its capacity as Guarantee Trustee and not in
its individual capacity, until a Successor Guarantee Trustee has been appointed
and has accepted such appointment pursuant to the terms of this Guarantee
Agreement, and thereafter means each such Successor Guarantee Trustee.


 


2












 


“Guarantor” has the meaning specified in the preamble to this
Guarantee Agreement.


“Holder” means any Holder (as defined in the Trust Agreement)
of any Capital Securities; provided,
however, that in determining whether the holders of the requisite
percentage of Capital Securities have given any request, notice, consent or
waiver hereunder, “Holder” shall
not include the Guarantor, the Guarantee Trustee, or any Affiliate of the
Guarantor or the Guarantee Trustee.


“Indenture” means the Junior Subordinated Indenture, dated as
of August 21, 2002, between Zions Bancorporation and J. P. Morgan Trust
Company, National Association, as trustee, as the same may be modified, amended
or supplemented from time to time.


“Issuer Trust” has the meaning specified in the preamble to
this Guarantee Agreement.


“List of Holders” has the meaning specified in Section
2.2(a).


“Majority in Liquidation Amount of the Capital Securities”
means, except as provided by the Trust Indenture Act, Capital Securities
representing more than 50% of the aggregate Liquidation Amount (as defined in
the Trust Agreement) of all Capital Securities then Outstanding (as defined in
the Trust Agreement).


“Officers’ Certificate” means a certificate signed by the
Chairman or a Vice Chairman of the board of directors of the Guarantor or the
President or a Vice President of the Guarantor, and by the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary of the Guarantor,
and delivered to the Guarantee Trustee. Any Officers’ Certificate delivered
with respect to compliance with a condition or covenant provided for in this
Guarantee Agreement shall include:


(a)  a statement by each officer signing the
Officers’ Certificate that such officer has read the covenant or condition and
the definitions relating thereto;


(b)  a brief statement of the nature and scope of
the examination or investigation undertaken by such officer in rendering the
Officers’ Certificate;


(c)  a statement that such officer has made such
examination or investigation as, in such officer’s opinion, is necessary to
enable such officer to express an informed opinion as to whether or not such
covenant or condition has been complied with; and


(d)  a statement as to whether, in the opinion of
such officer, such condition or covenant has been complied with.


“Person” means a legal person, including any individual,
corporation, estate, partnership, joint venture, association, joint-stock
company, company, limited liability company, trust, business trust, statutory
trust, unincorporated association, or government or any agency or political
subdivision thereof, or any other entity of whatever nature.


“Successor Guarantee Trustee” means a successor Guarantee
Trustee possessing the qualifications to act as Guarantee Trustee under Section
4.1.


“Trust Agreement” means the Amended and Restated Trust
Agreement of the Issuer Trust 


 


3












 


referred to in the recitals
to this Guarantee Agreement, as modified, amended or supplemented from time to
time.


“Trust Indenture Act” means the Trust Indenture Act of 1939
as in force at the date as of which this Guarantee Agreement was executed; provided, however, that in the event the
Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent
required by any such amendment, the Trust Indenture Act of 1939 as so amended.


“Vice President,” when used with respect to the Guarantor,
means any duly appointed vice president, whether or not designated by a number
or a word or words added before or after the title “vice president.”


ARTICLE
II


TRUST INDENTURE ACT


Section
2.1.  Trust Indenture Act; Application.


(a)  This Guarantee Agreement is subject to the
provisions of the Trust Indenture Act that are required to be part of this
Guarantee Agreement and shall, to the extent applicable, be governed by such
provisions.


(b)  If and to the extent that any provision of
this Guarantee Agreement limits, qualifies or conflicts with the duties imposed
by Sections 310 to 317, inclusive, of the Trust Indenture Act through operation
of Section 318(c) thereof, such imposed duties shall control. If any provision
of this Guarantee Agreement modifies or excludes any provision of the Trust
Indenture Act which may be so modified or excluded, the latter provision shall
be deemed to apply to this Guarantee Agreement as so modified or to be excluded,
as the case may be.


Section 2.2.  List of Holders.


(a)  The Guarantor shall furnish or cause to be
furnished to the Guarantee Trustee (a) semiannually, on or before
June 30 and December 31 of each year, a list, in such form as the
Guarantee Trustee may reasonably require, of the names and addresses of the
Holders (a “List of Holders”) as
of a date not more than 15 days prior to the delivery thereof, and (b) at such
other times as the Guarantee Trustee may request in writing, within 30 days
after the receipt by the Guarantor of any such request, a List of Holders as of
a date not more than 15 days prior to the time such list is furnished, in each
case to the extent such information is in the possession or control of the
Guarantor and has not otherwise been received by the Guarantee Trustee in its
capacity as such. The Guarantee Trustee may destroy any List of Holders
previously given to it on receipt of a new List of Holders.


(b)  The Guarantee Trustee shall comply with the
requirements of Section 311(a), Section 311(b) and Section 312(b) of the Trust
Indenture Act.


Section 2.3.  Reports by the Guarantee Trustee.


Not later than January 31 of
each year, commencing January 31,
          , the Guarantee
Trustee 


 


4












 


shall provide to the Holders
such reports as are required by Section 313 of the Trust Indenture Act, if any,
in the form and in the manner provided by Section 313 of the Trust Indenture
Act. The Guarantee Trustee shall also comply with the requirements of
Section 313(d) of the Trust Indenture Act.


Section 2.4.  Periodic Reports to the Guarantee
Trustee.


The Guarantor shall provide
to the Guarantee Trustee, the Securities and Exchange Commission and the
Holders such documents, reports and information, if any, as required by Section
314 of the Trust Indenture Act and the compliance certificate required by
Section 314 of the Trust Indenture Act, in the form, in the manner and at the
times required by Section 314 of the Trust Indenture Act.


Section 2.5.  Evidence of Compliance with Conditions Precedent.


The Guarantor shall provide
to the Guarantee Trustee such evidence of compliance with such conditions
precedent, if any, provided for in this Guarantee Agreement that relate to any
of the matters set forth in Section 314(c) of the Trust Indenture Act. Any
certificate or opinion required to be given by an officer of the Guarantor
pursuant to Section 314(c)(1) may be given in the form of an Officers’
Certificate.


Section 2.6.  Events of Default; Waiver.


The Holders of at least a
Majority in Liquidation Amount of the Capital Securities may, by vote, on
behalf of the Holders of all the Capital Securities, waive any past default or
Event of Default and its consequences. Upon such waiver, any such default or
Event of Default shall cease to exist, and any default or Event of Default
arising therefrom shall be deemed to have been cured, for every purpose of this
Guarantee Agreement, but no such waiver shall extend to any subsequent or other
default or Event of Default or impair any right consequent thereon.


Section 2.7.  Event of Default; Notice.


(a)  The Guarantee Trustee shall, within 90 days
after the occurrence of an Event of Default, transmit by mail, first class
postage prepaid, to the Holders, notice of any such Event of Default known to
the Guarantee Trustee, unless such Event of Default has been cured before the
giving of such notice, provided that, except in the case of a default in the
payment of a Guarantee Payment, the Guarantee Trustee shall be protected in withholding
such notice if and so long as the board of directors, the executive committee
or a trust committee of directors of the Guarantee Trustee in good faith
determines that the withholding of such notice is in the interests of the
Holders.


(b)  The Guarantee Trustee shall not be deemed to
have knowledge of any Event of Default unless the Guarantee Trustee shall have
received written notice, or an officer of the Guarantee Trustee charged with
the administration of this Guarantee Agreement shall have obtained actual
knowledge, of such Event of Default.


Section 2.8.  Conflicting Interests.


The Trust Agreement and the
Indenture shall be deemed to be specifically described in this Guarantee
Agreement for the purposes of clause (i) of the first proviso contained in
Section 310(b) of the Trust Indenture Act.


 


5












 


ARTICLE
III


POWERS, DUTIES AND RIGHTS OF
THE GUARANTEE TRUSTEE


Section
3.1.  Powers and Duties of the Guarantee Trustee.


(a)  This Guarantee Agreement shall be held by the
Guarantee Trustee for the benefit of the Holders, and the Guarantee Trustee
shall not transfer this Guarantee Agreement to any Person except to a Successor
Guarantee Trustee on acceptance by such Successor Guarantee Trustee of its
appointment to act as Guarantee Trustee hereunder. The right, title and
interest of the Guarantee Trustee, as such, hereunder shall automatically vest
in any Successor Guarantee Trustee, upon acceptance by such Successor Guarantee
Trustee of its appointment hereunder, and such vesting of title shall be
effective whether or not conveyancing documents have been executed and
delivered pursuant to the appointment of such Successor Guarantee Trustee.


(b)  If an Event of Default has occurred and is
continuing of which the Guarantee Trustee is deemed to have knowledge pursuant
to Section 2.7(b) hereof, the Guarantee Trustee shall enforce this Guarantee
Agreement for the benefit of the Holders.


(c)  The Guarantee Trustee, before the occurrence
of any Event of Default, and after the curing of all Events of Default that may
have occurred, shall undertake to perform only such duties as are specifically
set forth in this Guarantee Agreement, and no implied covenants shall be read
into this Guarantee Agreement against the Guarantee Trustee. The Guarantee
Trustee shall, during the existence of any Event of Default of which the
Guarantee Trustee is deemed to have knowledge pursuant to Section 2.7(b) hereof
and which has not been cured, exercise such of the rights and powers vested in
it by this Guarantee Agreement, and use the same degree of care and skill in
its exercise thereof, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.


(d)  No provision of this Guarantee Agreement shall
be construed to relieve the Guarantee Trustee from liability for its own
negligent action, its own negligent failure to act or its own wilful
misconduct, except that:


(i)  Prior to the occurrence of any Event of
Default and after the curing or waiving of all such Events of Default that may
have occurred:


(A)  the duties and obligations of the Guarantee
Trustee shall be determined solely by the express provisions of this Guarantee
Agreement (including pursuant to Section 2.1), and the Guarantee Trustee shall
not be liable except for the performance of such duties and obligations as are
specifically set forth in this Guarantee Agreement; and


(B)  in the absence of bad faith on the part of
the Guarantee Trustee, the Guarantee Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed therein,
upon any certificates or opinions furnished to the Guarantee Trustee and
conforming to the requirements of this Guarantee Agreement; but in the case of
any such certificates or opinions that by any provision hereof or of the Trust
Indenture Act are specifically required to be furnished to the Guarantee
Trustee, the Guarantee Trustee shall be under a duty to examine the same to
determine whether or not they conform to the requirements of this Guarantee
Agreement.


 


6












 


(ii)  The Guarantee Trustee shall not be liable for
any error of judgment made in good faith by an officer of the Guarantee
Trustee, unless it shall be proved that the Guarantee Trustee was negligent in
ascertaining the pertinent facts upon which such judgment was made.


(iii)  The Guarantee Trustee shall not be liable
with respect to any action taken or omitted to be taken by it in good faith in
accordance with the direction of the Holders of not less than a Majority in
Liquidation Amount of the Capital Securities relating to the time, method and
place of conducting any proceeding for any remedy available to the Guarantee
Trustee, or exercising any trust or power conferred upon the Guarantee Trustee
under this Guarantee Agreement.


(iv)  No provision of this Guarantee Agreement
shall require the Guarantee Trustee to expend or risk its own funds or
otherwise incur personal financial liability in the performance of any of its
duties or in the exercise of any of its rights or powers.


Section 3.2.  Certain Rights of Guarantee
Trustee.


(a)  Subject to the provisions of Section 3.1:


(i)  The Guarantee Trustee may rely and shall be
fully protected in acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document reasonably believed by it to be genuine
and to have been signed, sent or presented by the proper party or parties.


(ii)  Any direction or act of the Guarantor
contemplated by this Guarantee Agreement shall be sufficiently evidenced by an
Officers’ Certificate unless otherwise prescribed herein.


(iii)
 Whenever, in the administration of this
Guarantee Agreement, the Guarantee Trustee shall deem it desirable that a
matter be proved or established before taking, suffering or omitting to take
any action hereunder, the Guarantee Trustee (unless other evidence is herein
specifically prescribed) may, in the absence of bad faith on its part, request
and rely upon an Officers’ Certificate which, upon receipt of such request from
the Guarantee Trustee, shall be promptly delivered by the Guarantor.


(iv)  The Guarantee Trustee may consult with legal
counsel, and the written advice or opinion of such legal counsel with respect
to legal matters shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted to be taken by it hereunder in
good faith and in accordance with such advice or opinion. Such legal counsel
may be legal counsel to the Guarantor or any of its Affiliates and may be one
of its employees. The Guarantee Trustee shall have the right at any time to
seek instructions concerning the administration of this Guarantee Agreement
from any court of competent jurisdiction.


(v)  The Guarantee Trustee shall be under no
obligation to exercise any of the rights or powers vested in it by this
Guarantee Agreement at the request or direction of any Holder unless such
Holder shall have provided to the Guarantee Trustee such adequate security and
indemnity 


 


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as would satisfy a
reasonable person in the position of the Guarantee Trustee against the costs,
expenses (including attorneys’ fees and expenses) and liabilities that might be
incurred by it in complying with such request or direction, including such
reasonable advances as may be requested by the Guarantee Trustee; provided that nothing contained in this
Section 3.2(a)(v) shall be taken to relieve the Guarantee Trustee, upon the
occurrence of an Event of Default, of its obligation to exercise the rights and
powers vested in it by this Guarantee Agreement.


(vi)  The Guarantee Trustee shall not be bound to
make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document, but the Guarantee Trustee, in its discretion, may
make such further inquiry or investigation into such facts or matters as it may
see fit.


(vii)  The Guarantee Trustee may execute any of the
trusts or powers hereunder or perform any duties hereunder either directly or
by or through its agents or attorneys, and the Guarantee Trustee shall not be
responsible for any misconduct or negligence on the part of any such agent or
attorney appointed by it with due care hereunder.


(viii)  Whenever in the administration of this
Guarantee Agreement the Guarantee Trustee shall deem it desirable to receive
instructions with respect to enforcing any remedy or right or taking any other
action hereunder, the Guarantee Trustee (A) may request instructions from the
Holders, (B) may refrain from enforcing such remedy or right or taking such
other action until such instructions are received, and (C) shall be protected
in acting in accordance with such instructions.


(b)  No provision of this Guarantee Agreement
shall be deemed to impose any duty or obligation on the Guarantee Trustee to
perform any act or acts or exercise any right, power, duty or obligation
conferred or imposed on it in any jurisdiction in which it shall be illegal, or
in which the Guarantee Trustee shall be unqualified or incompetent in
accordance with applicable law, to perform any such act or acts or to exercise
any such right, power, duty or obligation. No permissive power or authority
available to the Guarantee Trustee shall be construed to be a duty to act in
accordance with such power and authority.


Section 3.3.  Compensation; Indemnity; Fees.


The Guarantor agrees:


(a)  to pay to the Guarantee Trustee from time to
time such reasonable compensation for all services rendered by it hereunder as
may be agreed by the Guarantor and the Guarantee Trustee from time to time
(which compensation shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust);


(b)  except as otherwise expressly provided
herein, to reimburse the Guarantee Trustee upon request for all reasonable
expenses, disbursements and advances incurred or made by the Guarantee Trustee
in accordance with any provision of this Guarantee Agreement (including the
reasonable compensation and the expenses and disbursements of its agents and
counsel), except any such expense, disbursement or advance as may be
attributable to its negligence or willful misconduct; and


 


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(c)  to indemnify the Guarantee Trustee and its
directors, officers, employees and agents (collectively with the Guarantee
Trustee, the “Indemnitees”) for,
and to hold them harmless against, any loss, liability or expense, including
without limitation, damages, fines, suits, actions, demands, penalties, costs,
out-of-pocket or incidental expenses, reasonable legal fees and expenses and
the costs and expenses of defending or preparing to defend against any claim
(collectively, “Losses”), that
may be imposed on or incurred by any Indemnitee for or in respect of the
Guarantee Trustee’s (i) execution and delivery of this Guarantee Agreement,
(ii) compliance or attempted compliance with or reliance upon any instruction
or other direction upon which the Guarantee Trustee is authorized to rely
pursuant to the terms of this Guarantee Agreement and (iii) performance under
this Guarantee Agreement, except in each case to the extent that the Loss
resulted from the Guarantee Trustee’s or such Indemnitee’s negligence or
willful misconduct. The provisions of this Section shall survive the
termination of the Guarantee Agreement and the resignation or removal of the
Guarantee Trustee for any reason.  The
Guarantee Trustee will not claim or exact any lien or charge on any Guarantee
Payments as a result of any amount due to it under this Guarantee
Agreement.  As security for the
performance of the obligations of the Guarantor under this paragraph (c), the
Guarantee Trustee shall have a lien prior to the Capital Securities upon all
the property and funds held or collected by the Guarantee Trustee as such,
except funds held in trust for the payment of principal of, and premium (if
any) or interest on, particular obligations of the Guarantor under this
Guarantee Agreement.


ARTICLE IV


GUARANTEE
TRUSTEE


Section
4.1.  Guarantee Trustee; Eligibility.


(a)  There shall at all times be a Guarantee
Trustee which shall:


(i)  not be an Affiliate of the Guarantor; and


(ii)  be a Person that is eligible pursuant to the
Trust Indenture Act to act as such and has a combined capital and surplus of at
least $50,000,000, and shall be a corporation meeting the requirements of
Section 310(a) of the Trust Indenture Act. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of its supervising or examining authority, then, for the purposes of this
Section 4.1 and to the extent permitted by the Trust Indenture Act, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published.


(b)  If at any time the Guarantee Trustee shall
cease to be eligible to so act under Section 4.1(a), the Guarantee Trustee
shall immediately resign in the manner and with the effect set out in Section
4.2.


(c)  If the Guarantee Trustee has or shall acquire
any “conflicting interest” within the meaning of Section 310(b) of the Trust
Indenture Act, the Guarantee Trustee and Guarantor shall in all respects comply
with the provisions of Section 310(b) of the Trust Indenture Act.


 


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Section 4.2.  Appointment, Removal and
Resignation of the Guarantee Trustee.


(a)  Subject to Section 4.2(b), the Guarantee
Trustee may be appointed or removed without cause at any time by the Guarantor.


(b)  The Guarantee Trustee shall not be removed
until a Successor Guarantee Trustee has been appointed and has accepted such
appointment by written instrument executed by such Successor Guarantee Trustee
and delivered to the Guarantor.


(c)  The Guarantee Trustee appointed hereunder
shall hold office until a Successor Guarantee Trustee shall have been appointed
or until its removal or resignation. The Guarantee Trustee may resign from
office (without need for prior or subsequent accounting) by an instrument in
writing executed by the Guarantee Trustee and delivered to the Guarantor, which
resignation shall not take effect until a Successor Guarantee Trustee has been
appointed and has accepted such appointment by instrument in writing executed
by such Successor Guarantee Trustee and delivered to the Guarantor and the
resigning Guarantee Trustee.


(d)  If no Successor Guarantee Trustee shall have
been appointed and accepted appointment as provided in this Section 4.2 within
60 days after delivery to the Guarantor of an instrument of resignation, the
resigning Guarantee Trustee may petition, at the expense of the Guarantor, any
court of competent jurisdiction for appointment of a Successor Guarantee
Trustee. Such court may thereupon, after prescribing such notice, if any, as it
may deem proper, appoint a Successor Guarantee Trustee.




ARTICLE V


GUARANTEE


Section 5.1.  Guarantee.


The Guarantor irrevocably
and unconditionally agrees to pay in full to the Holders the Guarantee Payments
(subject to the limitations contained in the definition of that term) (without
duplication of amounts theretofore paid by or on behalf of the Issuer Trust),
as and when due, regardless of any defense, right of set-off or counterclaim
that the Issuer Trust may have or assert, except the defense of payment. The
Guarantor’s obligation to make a Guarantee Payment may be satisfied by direct
payment of the required amounts by the Guarantor to the Holders or by causing
the Issuer Trust to pay such amounts to the Holders.


Section 5.2.  Waiver of Notice and Demand.


The Guarantor hereby waives
notice of acceptance of this Guarantee Agreement and of any liability to which
it applies or may apply, presentment, demand for payment, any right to require
a proceeding first against the Guarantee Trustee, the Issuer Trust or any other
Person before proceeding against the Guarantor, protest, notice of nonpayment,
notice of dishonor, notice of redemption and all other notices and demands.


 


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Section 5.3.  Obligations Not Affected.


The obligations, covenants,
agreements and duties of the Guarantor under this Guarantee Agreement shall in
no way be affected or impaired by reason of the happening from time to time of
any of the following:


(a)  the release or waiver, by operation of law or
otherwise, of the performance or observance by the Issuer Trust of any express
or implied agreement, covenant, term or condition relating to the Capital
Securities to be performed or observed by the Issuer Trust;


(b)  the extension of time for the payment by the
Issuer Trust of all or any portion of the Distributions (other than an
extension of time for payment of Distributions that results from the extension
of any interest payment period on the Debentures as provided in the Indenture),
Redemption Price, Liquidation Distribution or any other sums payable under the
terms of the Capital Securities or the extension of time for the performance of
any other obligation under, arising out of, or in connection with, the Capital
Securities;


(c)  any failure, omission, delay or lack of
diligence on the part of the Holders to enforce, assert or exercise any right,
privilege, power or remedy conferred on the Holders pursuant to the terms of
the Capital Securities, or any action on the part of the Issuer Trust granting
indulgence or extension of any kind;


(d)  the voluntary or involuntary liquidation,
dissolution, receivership, insolvency, bankruptcy, assignment for the benefit
of creditors, reorganization, arrangement, composition or readjustment of debt
of, or other similar proceedings affecting, the Issuer Trust or any of the
assets of the Issuer Trust;


(e)  any invalidity of, or defect or deficiency
in, the Capital Securities;


(f)  the settlement or compromise of any obligation
guaranteed hereby or hereby   incurred;
or


(g)  any other circumstance whatsoever that might
otherwise constitute a legal or equitable discharge or defense of a guarantor
(other than payment of the underlying obligation), it being the intent of this
Section 5.3 that the obligations of the Guarantor hereunder shall be absolute
and unconditional under any and all circumstances.


There shall be no obligation of the Holders
to give notice to, or obtain the consent of, the Guarantor with respect to the happening
of any of the foregoing.


Section 5.4.  Rights of Holders.


The Guarantor expressly
acknowledges that: (i) this Guarantee Agreement will be deposited with the
Guarantee Trustee to be held for the benefit of the Holders; (ii) the Guarantee
Trustee has the right to enforce this Guarantee Agreement on behalf of the
Holders; (iii) the Holders of a Majority in Liquidation Amount of the Capital
Securities have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Guarantee Trustee in respect of
this Guarantee Agreement or exercising any trust or power conferred upon the
Guarantee Trustee under this Guarantee Agreement; and 


 


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(iv) any Holder may institute
a legal proceeding directly against the Guarantor to enforce its rights under
this Guarantee Agreement without first instituting a legal proceeding against
the Guarantee Trustee, the Issuer Trust or any other Person.


Section 5.5.  Guarantee of Payment.


This Guarantee Agreement
creates a guarantee of payment and not of collection. This Guarantee Agreement
will not be discharged except by payment of the Guarantee Payments in full
(without duplication of amounts theretofore paid by the Issuer Trust) or upon the
distribution of Debentures to Holders as provided in the Trust Agreement.


Section 5.6.  Subrogation.


The Guarantor shall be
subrogated to all rights (if any) of the Holders against the Issuer Trust in
respect of any amounts paid to the Holders by the Guarantor under this
Guarantee Agreement; provided, however, that the Guarantor shall not (except to
the extent required by mandatory provisions of law) be entitled to enforce or
exercise any rights which it may acquire by way of subrogation or any indemnity,
reimbursement or other agreement, in all cases as a result of payment under
this Guarantee Agreement, if, at the time of any such payment, any amounts are
due and unpaid under this Guarantee Agreement. If any amount shall be paid to
the Guarantor in violation of the preceding sentence, the Guarantor agrees to
hold such amount in trust for the Holders and to pay over such amount to the
Holders.


Section 5.7.  Independent Obligations.


The Guarantor acknowledges
that its obligations hereunder are independent of the obligations of the Issuer
Trust with respect to the Capital Securities and that the Guarantor shall be
liable as principal and as debtor hereunder to make Guarantee Payments pursuant
to the terms of this Guarantee Agreement notwithstanding the occurrence of any
event referred to in subsections (a) through (g), inclusive, of Section 5.3
hereof.


ARTICLE
VI


COVENANTS AND SUBORDINATION


Section 6.1.  Subordination.


The obligations of the
Guarantor under this Guarantee Agreement will constitute unsecured obligations
of the Guarantor and will rank subordinate and junior in right of payment to
all Senior Indebtedness (as defined in the Indenture) of the Guarantor to the
extent and in the manner set forth in the Indenture with respect to the
Debentures, and the provisions of Article XIII of the Indenture will apply, mutatis mutandis, to the obligations of
the Guarantor hereunder. The obligations of the Guarantor hereunder do not
constitute Senior Indebtedness, Senior Debt or Senior Subordinated Debt (each
as defined in the Indenture) of the Guarantor.


Section 6.2.  Pari Passu Guarantees.


The obligations of the
Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under (i)
any similar guarantee agreements issued by the Guarantor on behalf 


 


12












 


of the holders of preferred
or capital securities issued by any Issuer Trust (as defined in the Indenture),
(ii) the Indenture and the Securities (as defined therein) issued thereunder;
(iii) the Expense Agreement (as defined in the Trust Agreement) and any
similar expense agreements entered into by the Guarantor in connection with the
offering of Capital Securities (as defined in the Indenture) by any Issuer
Trust (as defined in the Indenture), and (iv) any other security,
guarantee or other agreement or obligation that is expressly stated to rank pari passu with the obligations of the
Guarantor under this Guarantee Agreement or with any obligation that ranks pari passu with the obligations of the
Guarantor under this Guarantee Agreement.


ARTICLE
VII


TERMINATION


Section 7.1.  Termination.


This Guarantee Agreement
shall terminate and be of no further force and effect upon (i) full payment of
the Redemption Price (as defined in the Trust Agreement) of all Capital
Securities, (ii) the distribution of Debentures to the Holders in exchange for
all of the Capital Securities or (iii) full payment of the amounts payable in
accordance with Article IX of the Trust Agreement upon liquidation of the
Issuer Trust. Notwithstanding the foregoing, this Guarantee Agreement will
continue to be effective or will be reinstated, as the case may be, if at any
time any Holder is required to repay any sums paid with respect to Capital
Securities or this Guarantee Agreement.


ARTICLE
VIII


MISCELLANEOUS


Section 8.1.  Successors and Assigns.


All guarantees and
agreements contained in this Guarantee Agreement shall bind the successors,
assigns, receivers, trustees and representatives of the Guarantor and shall inure
to the benefit of the Holders of the Capital Securities then outstanding.
Except in connection with a consolidation, merger or sale involving the
Guarantor that is permitted under Article VIII of the Indenture and pursuant to
which the successor or assignee agrees in writing to perform the Guarantor’s
obligations hereunder, the Guarantor shall not assign its obligations
hereunder, and any purported assignment other than in accordance with this
provision shall be void.


Section 8.2.  Amendments.


Except with respect to any
changes that do not adversely affect the rights of the Holders in any material
respect (in which case no consent of the Holders will be required), this
Guarantee Agreement may only be amended with the prior approval of the Holders
of not less than a Majority in Liquidation Amount of the Capital Securities.
The provisions of Article VI of the Trust Agreement concerning meetings of the
Holders shall apply to the giving of such approval.


 


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Section 8.3.  Notices.


Any notice, request or other
communication required or permitted to be given hereunder shall be in writing,
duly signed by the party giving such notice, and delivered, telecopied or
mailed by first class mail as follows:


(a)  if given to the Guarantor, to the address or
facsimile number set forth below or such other address or facsimile number as
the Guarantor may give notice to the Guarantee Trustee and the Holders:


 


Zions Bancorporation


One South Main Street, Suite 1134


Salt Lake City, Utah 84111


Attention: Secretary


Facsimile No.: (801) 524-2129


 


(b)  if given to the Guarantee Trustee, at the
address or facsimile number set forth below or such other address or facsimile
number as the Guarantee Trustee may give notice to the Guarantor and the
Holders:


J. P. Morgan Trust Company, National Association


560 Mission Street, 13th Floor


San Francisco, CA 94105


Facsimile No.: (415) 315-7585


 


with a copy to:


 


Zions Capital Trust [C][D]


c/o Zions Bancorporation


One South Main Street, Suite 1134


Salt Lake City, Utah 84111


Attention: Secretary


Facsimile No.: (801) 524-2129


 


(c)  if given to any Holder, at the address set
forth on the books and records of the Issuer Trust.


All notices hereunder shall
be deemed to have been given when received in person, telecopied with receipt
confirmed, or mailed by first class mail, postage prepaid, except that if a
notice or other document is refused delivery or cannot be delivered because of
a changed address of which no notice was given, such notice or other document
shall be deemed to have been delivered on the date of such refusal or inability
to deliver.


Section 8.4.  Benefit.


This Guarantee Agreement is
solely for the benefit of the Holders and is not separately transferable from
the Capital Securities.


 


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Section 8.5.  Governing Law.


THIS
GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.


Section 8.6.  Counterparts.


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


 


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IN WITNESS WHEREOF, the
parties hereto have executed this Guarantee Agreement as of the day and year
first above written.


 


 


ZIONS
BANCORPORATION


 


 


By:
_________________________________


       Name:


       Title:


 


 


J.
P. MORGAN TRUST COMPANY, NATIONAL

ASSOCIATION,


  as Guarantee Trustee


 


 


By:
_________________________________


       Name:


       Title: