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                              ZIONS FINANCIAL CORP.

              FIXED/FLOATING RATE GUARANTEED NOTES DUE MAY 15, 2011

                      UNCONDITIONALLY GUARANTEED AS TO THE
                         PAYMENT OF PRINCIPAL, INTEREST
                             AND PREMIUM, IF ANY, BY

                              ZIONS BANCORPORATION

                              --------------------

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                                    May 24, 2001
Goldman, Sachs & Co.,
  As Representative of the several Purchasers
  named in Schedule I to the Purchase Agreement,
85 Broad Street,
New York, New York 10004.

Ladies and Gentlemen:

          Zions Financial Corp., a Delaware corporation (the "Company"), and
Zions Bancorporation, a Utah corporation, as Guarantor (as defined herein),
propose that the Company issue and sell to the Purchasers (as defined herein)
upon the terms set forth in the Purchase Agreement (as defined herein) its
Fixed/Floating Rate Guaranteed Notes due May 15, 2011, which are unconditionally
guaranteed by the Guarantor. As an inducement to the Purchasers to enter into
the Purchase Agreement and in satisfaction of a condition to the obligations of
the Purchasers thereunder, the Guarantor and the Company, jointly and severally,
agree with the Purchasers for the benefit of holders (as defined herein) from
time to time of the Registrable Securities (as defined herein) as follows:

          1. CERTAIN DEFINITIONS. For purposes of this Exchange and
Registration Rights Agreement, the following terms shall have the following
respective meanings:

          "BASE INTEREST" shall mean the interest that would otherwise accrue on
the Securities under the terms thereof and the Indenture, without giving effect
to the provisions of this Agreement.

          The term "BROKER-DEALER" shall mean any broker or dealer registered
with the Commission under the Exchange Act.

          "CLOSING DATE" shall mean the date on which the Securities are
initially issued.

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          "COMMISSION" shall mean the United States Securities and Exchange
Commission, or any other federal agency at the time administering the Exchange
Act or the Securities Act, whichever is the relevant statute for the particular
purpose.

          "EFFECTIVE TIME," in the case of (i) an Exchange Registration, shall
mean the time and date as of which the Commission declares the Exchange
Registration Statement effective or as of which the Exchange Registration
Statement otherwise becomes effective and (ii) a Shelf Registration, shall mean
the time and date as of which the Commission declares the Shelf Registration
Statement effective or as of which the Shelf Registration Statement otherwise
becomes effective.

          "ELECTING HOLDER" shall mean any holder of Registrable Securities that
has returned a completed and signed Notice and Questionnaire to the Company and
the Guarantor in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

          "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, or any
successor thereto, as the same shall be amended from time to time.

          "EXCHANGE OFFER" shall have the meaning assigned thereto in Section
2(a) hereof.

          "EXCHANGE REGISTRATION" shall have the meaning assigned thereto in
Section 3(c) hereof.

          "EXCHANGE REGISTRATION STATEMENT" shall have the meaning assigned
thereto in Section 2(a) hereof.

          "EXCHANGE SECURITIES" shall have the meaning assigned thereto in
Section 2(a) hereof.

          "GUARANTOR" shall have the meaning assigned thereto in the Indenture.

          The term "HOLDER" shall mean each of the Purchasers and other persons
who acquire Registrable Securities from time to time (including any successors
or assigns), in each case for so long as such person owns any Registrable
Securities.

          "INDENTURE" shall mean the Indenture, dated as of May 24, 2001, among
the Company, the Guarantor and Chase Manhattan Bank and Trust Company, National
Association, as Trustee, as the same shall be amended from time to time.

          "NOTICE AND QUESTIONNAIRE" means a Notice of Registration Statement
and Selling Securityholder Questionnaire substantially in the form of Exhibit A
hereto.

          The term "PERSON" shall mean a corporation, association, partnership,
organization, business, individual, government or political subdivision thereof
or governmental agency.

          "PURCHASE AGREEMENT" shall mean the Purchase Agreement, dated as of
May 21, 2001, among the Purchasers, the Guarantor and the Company relating to
the Securities.

          "PURCHASERS" shall mean the Purchasers named in Schedule I to the
Purchase Agreement.

          "REGISTRABLE SECURITIES" shall mean the Securities; PROVIDED, HOWEVER,
that a Security shall cease to be a Registrable Security when (i) in the
circumstances contemplated by Section 2(a) hereof, the Security has been
exchanged for an Exchange Security in an Exchange Offer as contemplated in
Section 2(a) hereof PROVIDED that any Exchange


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Security that, pursuant to the last two sentences of Section 2(a), is included
in a prospectus for use in connection with resales by broker-dealers shall be
deemed to be a Registrable Security with respect to Sections 5, 6 and 9 until
resale of such Registrable Security has been effected within the 180-day period
referred to in Section 2(a); (ii) in the circumstances contemplated by Section
2(b) hereof, a Shelf Registration Statement registering such Security under the
Securities Act has been declared or becomes effective and such Security has been
sold or otherwise transferred by the holder thereof pursuant to and in a manner
contemplated by such effective Shelf Registration Statement; (iii) such Security
is sold pursuant to Rule 144 under circumstances in which any legend borne by
such Security relating to restrictions on transferability thereof, under the
Securities Act or otherwise, is removed by the Company or pursuant to the
Indenture; (iv) such Security is eligible to be sold pursuant to paragraph (k)
of Rule 144; or (v) such Security shall cease to be outstanding.

          "REGISTRATION DEFAULT" shall have the meaning assigned thereto in
Section 2(c) hereof.

          "REGISTRATION EXPENSES" shall have the meaning assigned thereto in
Section 4 hereof.

          "RESALE PERIOD" shall have the meaning assigned thereto in Section
2(a) hereof.

          "RESTRICTED HOLDER" shall mean (i) a holder that is an affiliate of
the Company or the Guarantor within the meaning of Rule 405, (ii) a holder who
acquires Exchange Securities outside the ordinary course of such holder's
business, (iii) a holder who has arrangements or understandings with any person
to participate in the Exchange Offer for the purpose of distributing Exchange
Securities and (iv) a holder that is a broker-dealer, but only with respect to
Exchange Securities received by such broker-dealer pursuant to an Exchange Offer
in exchange for Registrable Securities acquired by the broker-dealer directly
from the Company.

          "RULE 144," "RULE 405" AND "RULE 415" shall mean, in each case, such
rule promulgated under the Securities Act (or any successor provision), as the
same shall be amended from time to time.

          "SECURITIES" shall mean, collectively, the Fixed/Floating Rate
Guaranteed Notes due May 15, 2011 of the Company to be issued and sold to the
Purchasers, and securities issued in exchange therefor or in lieu thereof
pursuant to the Indenture. Each Security is entitled to the benefit of the
guarantee provided for in the Indenture (the "Guarantee") and, unless the
context otherwise requires, any reference herein to a "Security," an "Exchange
Security" or a "Registrable Security" shall include a reference to the related
Guarantee.

          "SECURITIES ACT" shall mean the Securities Act of 1933, or any
successor thereto, as the same shall be amended from time to time.

          "SHELF REGISTRATION" shall have the meaning assigned thereto in
Section 2(b) hereof.

          "SHELF REGISTRATION STATEMENT" shall have the meaning assigned thereto
in Section 2(b) hereof.

          "SPECIAL INTEREST" shall have the meaning assigned thereto in Section
2(c) hereof.

          "TRUST INDENTURE ACT" shall mean the Trust Indenture Act of 1939, or
any successor thereto, and the rules, regulations and forms promulgated
thereunder, all as the same shall be amended from time to time.


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          Unless the context otherwise requires, any reference herein to a
"Section" or "clause" refers to a Section or clause, as the case may be, of this
Exchange and Registration Rights Agreement, and the words "herein," "hereof" and
"hereunder" and other words of similar import refer to this Exchange and
Registration Rights Agreement as a whole and not to any particular Section or
other subdivision.

          2. REGISTRATION UNDER THE SECURITIES ACT.

          (a) Except as set forth in Section 2(b) below, the Company and the
     Guarantor agree to file under the Securities Act, as soon as
     practicable, but no later than 60 days after the Closing Date, a
     registration statement relating to an offer to exchange (such
     registration statement, the "Exchange Registration Statement", and such
     offer, the "Exchange Offer") any and all of the Securities for a like
     aggregate principal amount of debt securities issued by the Company and
     guaranteed by the Guarantor, which debt securities and guarantee are
     substantially identical to the Securities and the related Guarantee,
     respectively (and are entitled to the benefits of a trust indenture
     which is substantially identical to the Indenture or is the Indenture
     and which has been qualified under the Trust Indenture Act), except that
     they have been registered pursuant to an effective registration
     statement under the Securities Act and do not contain provisions for the
     additional interest contemplated in Section 2(c) below (such new debt
     securities hereinafter called "Exchange Securities"). The Company and
     Guarantor agree to use their respective best efforts to cause the
     Exchange Registration Statement to become effective under the Securities
     Act as soon as practicable, but no later than 180 days after the Closing
     Date. The Exchange Offer will be registered under the Securities Act on
     the appropriate form and will comply with all applicable tender offer
     rules and regulations under the Exchange Act. The Company and the
     Guarantor further agree to use their respective best efforts to commence
     and complete the Exchange Offer promptly, but no later than 45 days
     after such registration statement has become effective, hold the
     Exchange Offer open for at least 30 days and exchange Exchange
     Securities for all Registrable Securities that have been properly
     tendered and not withdrawn on or prior to the expiration of the Exchange
     Offer. The Exchange Offer will be deemed to have been "completed" only
     if the debt securities and related guarantee received by holders other
     than Restricted Holders in the Exchange Offer for Registrable Securities
     are, upon receipt, transferable by each such holder without restriction
     under the Securities Act and the Exchange Act and without material
     restrictions under the blue sky or securities laws of a substantial
     majority of the States of the United States of America. The Exchange
     Offer shall be deemed to have been completed upon the earlier to occur
     of (i) the Company and the Guarantor having exchanged the Exchange
     Securities for all outstanding Registrable Securities pursuant to the
     Exchange Offer and (ii) the Company and the Guarantor having exchanged,
     pursuant to the Exchange Offer, Exchange Securities for all Registrable
     Securities that have been properly tendered and not withdrawn before the
     expiration of the Exchange Offer, which shall be on a date that is at
     least 30 days following the commencement of the Exchange Offer. The
     Company and the Guarantor agree (x) to include in the Exchange
     Registration Statement a prospectus for use in any resales by any holder
     of Exchange Securities that is a broker-dealer and (y) to keep such
     Exchange Registration Statement effective for a period (the "Resale
     Period") beginning when Exchange Securities are first issued in the
     Exchange Offer and ending upon the earlier of the expiration of the
     180th day after the Exchange Offer has been completed or such time as
     such broker-dealers no longer own any Registrable Securities. With
     respect to such Exchange Registration Statement, such holders shall have
     the benefit of the rights of indemnification and contribution set forth
     in Sections 6(a), (c), (d) and (e) hereof.

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          (b) If (i) on or prior to the time the Exchange Offer is completed
     existing Commission interpretations are changed such that the debt
     securities or the related guarantee received by holders other than
     Restricted Holders in the Exchange Offer for Registrable Securities are
     not or would not be, upon receipt, transferable by each such holder
     without restriction under the Securities Act, (ii) the Exchange Offer
     has not been completed within 225 days following the Closing Date or
     (iii) the Exchange Offer is not available to any holder of the
     Securities, the Company and the Guarantor shall, in lieu of (or, in the
     case of clause (iii), in addition to) conducting the Exchange Offer
     contemplated by Section 2(a), file under the Securities Act as soon as
     practicable, but no later than the later of 30 days after the time such
     obligation to file arises, a "shelf" registration statement providing
     for the registration of, and the sale on a continuous or delayed basis
     by the holders of, all of the Registrable Securities, pursuant to Rule
     415 or any similar rule that may be adopted by the Commission (such
     filing, the "Shelf Registration" and such registration statement, the
     "Shelf Registration Statement"). The Company and the Guarantor agree to
     use their respective best efforts (x) to cause the Shelf Registration
     Statement to become or be declared effective no later than 120 days
     after such Shelf Registration Statement is filed and to keep such Shelf
     Registration Statement continuously effective for a period ending on the
     earlier of the second anniversary of the Effective Time or such time as
     there are no longer any Registrable Securities outstanding, PROVIDED,
     HOWEVER, that no holder shall be entitled to be named as a selling
     securityholder in the Shelf Registration Statement or to use the
     prospectus forming a part thereof for resales of Registrable Securities
     unless such holder is an Electing Holder, and (y) after the Effective
     Time of the Shelf Registration Statement, promptly upon the request of
     any holder of Registrable Securities that is not then an Electing
     Holder, to take any action reasonably necessary to enable such holder to
     use the prospectus forming a part thereof for resales of Registrable
     Securities, including, without limitation, any action necessary to
     identify such holder as a selling securityholder in the Shelf
     Registration Statement, PROVIDED, HOWEVER, that nothing in this Clause
     (y) shall relieve any such holder of the obligation to return a
     completed and signed Notice and Questionnaire to the Company and the
     Guarantor and in accordance with Section 3(d)(iii) hereof. The Company
     and the Guarantor further agree to supplement or make amendments to the
     Shelf Registration Statement, as and when required by the rules,
     regulations or instructions applicable to the registration form used by
     the Company and the Guarantor for such Shelf Registration Statement or
     by the Securities Act or rules and regulations thereunder for shelf
     registration, and the Company and the Guarantor agree to furnish to each
     Electing Holder copies of any such supplement or amendment prior to its
     being used or promptly following its filing with the Commission.

          (c) In the event that (i) the Company and the Guarantor have not
     filed the Exchange Registration Statement or Shelf Registration
     Statement on or before the date on which such registration statement is
     required to be filed pursuant to Section 2(a) or 2(b), respectively, or
     (ii) such Exchange Registration Statement or Shelf Registration
     Statement has not become effective or been declared effective by the
     Commission on or before the date on which such registration statement is
     required to become or be declared effective pursuant to Section 2(a) or
     2(b), respectively, or (iii) the Exchange Offer has not been completed
     within 45 days after the initial effective date of the Exchange
     Registration Statement relating to the Exchange Offer (if the Exchange
     Offer is then required to be made) or (iv) any Exchange Registration
     Statement or Shelf Registration Statement required by Section 2(a) or
     2(b) hereof is filed and declared effective but shall thereafter either
     be withdrawn by the Company and the Guarantor or shall become subject to
     an effective stop order issued pursuant to Section 8(d) of the
     Securities Act suspending the effectiveness of such registration
     statement (except as specifically permitted herein) without being
     succeeded


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     immediately by an additional registration statement filed and declared
     effective (each such event referred to in clauses (i) through (iv), a
     "Registration Default" and each period during which a Registration
     Default has occurred and is continuing, a "Registration Default
     Period"), then, as liquidated damages for such Registration Default,
     subject to the provisions of Section 9(b), special interest ("Special
     Interest"), in addition to the Base Interest, shall accrue at a per
     annum rate of 0.25% for the first 90 days of the Registration Default
     Period, at a per annum rate of 0.50% for the second 90 days of the
     Registration Default Period, at a per annum rate of 0.75% for the third
     90 days of the Registration Default Period and at a per annum rate of
     1.0% thereafter for the remaining portion of the Registration Default
     Period.

          (d) The Company and the Guarantor shall take all actions necessary
     or advisable to be taken by such party to ensure that the transactions
     contemplated herein are effected as so contemplated, including all
     actions necessary or desirable to register the Guarantee under the
     registration statement contemplated in Section 2(a) or 2(b) hereof, as
     applicable.

          (e) Any reference herein to a registration statement as of any time
     shall be deemed to include any document incorporated, or deemed to be
     incorporated, therein by reference as of such time and any reference
     herein to any post-effective amendment to a registration statement as of
     any time shall be deemed to include any document incorporated, or deemed
     to be incorporated, therein by reference as of such time.

          3. REGISTRATION PROCEDURES.

          If the Company and the Guarantor file a registration statement
pursuant to Section 2(a) or Section 2(b), the following provisions shall apply:

          (a) At or before the Effective Time of the Exchange Offer or the
     Shelf Registration, as the case may be, the Company and the Guarantor
     shall qualify the Indenture under the Trust Indenture Act of 1939.

          (b) In the event that such qualification would require the
     appointment of a new trustee under the Indenture, the Company and the
     Guarantor shall appoint a new trustee thereunder pursuant to the
     applicable provisions of the Indenture.

          (c) In connection with the Company's and the Guarantor's respective
     obligations with respect to the registration of Exchange Securities as
     contemplated by Section 2(a) (the "Exchange Registration"), if
     applicable, the Company and the Guarantor shall, as soon as practicable
     (or as otherwise specified):

                    (i) prepare and file with the Commission, as soon as
           practicable but no later than 60 days after the Closing Date, an
           Exchange Registration Statement on any form which may be utilized by
           the Company and the Guarantor and which shall permit the Exchange
           Offer and resales of Exchange Securities by broker-dealers during the
           Resale Period to be effected as contemplated by Section 2(a), and use
           their respective best efforts to cause such Exchange Registration
           Statement to become effective as soon as practicable thereafter, but
           no later than 180 days after the Closing Date;

                    (ii) as soon as practicable prepare and file with the
           Commission such amendments and supplements to such Exchange
           Registration Statement and the prospectus included therein as may be
           necessary to effect and maintain the


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           effectiveness of such Exchange Registration Statement for the
           periods and purposes contemplated in Section 2(a) hereof and as
           may be required by the applicable rules and regulations of the
           Commission and the instructions applicable to the form of such
           Exchange Registration Statement, and promptly provide each
           broker-dealer holding Exchange Securities with such number of
           copies of the prospectus included therein (as then amended or
           supplemented), in conformity in all material respects with the
           requirements of the Securities Act and the Trust Indenture Act and
           the rules and regulations of the Commission thereunder, as such
           broker-dealer reasonably may request prior to the expiration of
           the Resale Period, for use in connection with resales of Exchange
           Securities;

                    (iii) promptly notify each broker-dealer that has
           requested or received copies of the prospectus included in such
           registration statement, and confirm such advice in writing, (A)
           when such Exchange Registration Statement or the prospectus
           included therein or any prospectus amendment or supplement or
           post-effective amendment has been filed, and, with respect to such
           Exchange Registration Statement or any post-effective amendment,
           when the same has become effective, (B) of any comments by the
           Commission and by the blue sky or securities commissioner or
           regulator of any state with respect thereto or any request by the
           Commission for amendments or supplements to such Exchange
           Registration Statement or prospectus or for additional
           information, (C) of the issuance by the Commission of any stop
           order suspending the effectiveness of such Exchange Registration
           Statement or the initiation or threatening of any proceedings for
           that purpose, (D) if at any time the representations and
           warranties of the Company and the Guarantor contemplated by
           Section 5 cease to be true and correct in all material respects,
           (E) of the receipt by the Company and the Guarantor of any
           notification with respect to the suspension of the qualification
           of the Exchange Securities for sale in any jurisdiction or the
           initiation or threatening of any proceeding for such purpose, or
           (F) at any time during the Resale Period when a prospectus is
           required to be delivered under the Securities Act, that such
           Exchange Registration Statement, prospectus, prospectus amendment
           or supplement or post-effective amendment does not conform in all
           material respects to the applicable requirements of the Securities
           Act and the Trust Indenture Act and the rules and regulations of
           the Commission thereunder or contains an untrue statement of a
           material fact or omits to state any material fact required to be
           stated therein or necessary to make the statements therein not
           misleading in light of the circumstances then existing;

                    (iv) in the event that the Company and the Guarantor
           would be required, pursuant to Section 3(e)(iii)(F) above, to
           notify any broker-dealers holding Exchange Securities, without
           delay prepare and furnish to each such holder a reasonable number
           of copies of a prospectus supplemented or amended so that, as
           thereafter delivered to purchasers of such Exchange Securities
           during the Resale Period, such prospectus shall conform in all
           material respects to the applicable requirements of the Securities
           Act and the Trust Indenture Act and the rules and regulations of
           the Commission thereunder and shall not contain an untrue
           statement of a material fact or omit to state a material fact
           required to be stated therein or necessary to make the statements
           therein not misleading in light of the circumstances then existing;

                    (v) use their respective best efforts to obtain the
           withdrawal of any order suspending the effectiveness of such Exchange
           Registration Statement or any post-effective amendment thereto at the
           earliest practicable date;


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                    (vi) use their respective best efforts to (A) register or
           qualify the Exchange Securities under the securities laws or blue
           sky laws of such jurisdictions as are contemplated by Section 2(a)
           no later than the commencement of the Exchange Offer, (B) keep
           such registrations or qualifications in effect and comply with
           such laws so as to permit the continuance of offers, sales and
           dealings therein in such jurisdictions until the expiration of the
           Resale Period and (C) take any and all other actions as may be
           reasonably necessary or advisable to enable each broker-dealer
           holding Exchange Securities to consummate the disposition thereof
           in such jurisdictions; PROVIDED, HOWEVER, that neither the Company
           nor the Guarantor shall be required for any such purpose to (1)
           qualify as a foreign corporation in any jurisdiction wherein it
           would not otherwise be required to qualify but for the
           requirements of this Section 3(c)(vi), (2) consent to general
           service of process in any such jurisdiction or (3) make any
           changes to its certificate of incorporation or by-laws or any
           agreement between it and its stockholders;

                    (vii) use their respective best efforts to obtain the
           consent or approval of each governmental agency or authority,
           whether federal, state or local, which may be required to effect
           the Exchange Registration, the Exchange Offer and the offering and
           sale of Exchange Securities by broker-dealers during the Resale
           Period;

                    (viii) provide a CUSIP number for all Exchange Securities,
           not later than the applicable Effective Time; and

                    (ix) comply with all applicable rules and regulations of
           the Commission, and make generally available to their
           securityholders as soon as practicable but no later than eighteen
           months after the effective date of such Exchange Registration
           Statement, an earning statement of the Company, the Guarantor and
           its subsidiaries complying with Section 11(a) of the Securities
           Act (including, at the option of the Company, Rule 158 thereunder).

          (d) In connection with the Company's and the Guarantor's
     obligations with respect to the Shelf Registration, if applicable, the
     Company and the Guarantor shall, as soon as practicable (or as otherwise
     specified):

                    (i) prepare and file with the Commission, as soon as
           practicable but in any case within the time periods specified in
           Section 2(b), a Shelf Registration Statement on any form which may
           be utilized by the Company and the Guarantor and which shall
           register all of the Registrable Securities for resale by the
           holders thereof in accordance with such method or methods of
           disposition as may be specified by such of the holders as, from
           time to time, may be Electing Holders and use their respective
           best efforts to cause such Shelf Registration Statement to become
           effective as soon as practicable but in any case within the time
           periods specified in Section 2(b);

                    (ii) not less than 30 calendar days prior to the
           Effective Time of the Shelf Registration Statement, mail the
           Notice and Questionnaire to the holders of Registrable Securities;
           no holder shall be entitled to be named as a selling
           securityholder in the Shelf Registration Statement as of the
           Effective Time, and no holder shall be entitled to use the
           prospectus forming a part thereof for resales of Registrable
           Securities at any time, unless such holder has returned a
           completed and signed Notice and Questionnaire to the Company and
           the Guarantor by the deadline for response set forth therein;
           PROVIDED, HOWEVER, holders of Registrable Securities


                                       8

<PAGE>

           shall have at least 28 calendar days from the date on which the
           Notice and Questionnaire is first mailed to such holders to return a
           completed and signed Notice and Questionnaire to the Company and
           the Guarantor;

                    (iii) after the Effective Time of the Shelf Registration
           Statement, upon the request of any holder of Registrable
           Securities that is not then an Electing Holder, promptly send a
           Notice and Questionnaire to such holder; PROVIDED that the Company
           and the Guarantor shall not be required to take any action to name
           such holder as a selling securityholder in the Shelf Registration
           Statement or to enable such holder to use the prospectus forming a
           part thereof for resales of Registrable Securities until such
           holder has returned a completed and signed Notice and
           Questionnaire to the Company and the Guarantor;

                    (iv) as soon as practicable prepare and file with the
           Commission such amendments and supplements to such Shelf
           Registration Statement and the prospectus included therein as may
           be necessary to effect and maintain the effectiveness of such
           Shelf Registration Statement for the period specified in Section
           2(b) hereof and as may be required by the applicable rules and
           regulations of the Commission and the instructions applicable to
           the form of such Shelf Registration Statement, and furnish to the
           Electing Holders copies of any such supplement or amendment
           simultaneously with or prior to its being used or filed with the
           Commission;

                    (v) comply with the provisions of the Securities Act with
           respect to the disposition of all of the Registrable Securities
           covered by such Shelf Registration Statement in accordance with the
           intended methods of disposition by the Electing Holders provided for
           in such Shelf Registration Statement;

                    (vi) provide (A) the Electing Holders, (B) the underwriters
           (which term, for purposes of this Exchange and Registration Rights
           Agreement, shall include a person deemed to be an underwriter within
           the meaning of Section 2(a)(11) of the Securities Act), if any,
           thereof, (C) any sales or placement agent therefor, (D) counsel for
           any such underwriter or agent and (E) not more than one counsel for
           all the Electing Holders the opportunity to participate in the
           preparation of such Shelf Registration Statement, each prospectus
           included therein or filed with the Commission and each amendment or
           supplement thereto;

                    (vii) for a reasonable period prior to the filing of such
           Shelf Registration Statement, and throughout the period specified
           in Section 2(b), make available at reasonable times at the
           Company's and the Guarantor's principal place of business or such
           other reasonable place for inspection by the persons referred to
           in Section 3(d)(vi) who shall certify to the Company and the
           Guarantor that they have a current intention to sell the
           Registrable Securities pursuant to the Shelf Registration such
           financial and other information and books and records of the
           Company and the Guarantor, and cause the officers, employees,
           counsel and independent certified public accountants of the
           Company and the Guarantor to respond to such inquiries, as shall
           be reasonably necessary, in the judgment of the respective counsel
           referred to in such Section, to conduct a reasonable investigation
           within the meaning of Section 11 of the Securities Act; PROVIDED,
           HOWEVER, that each such party shall be required to maintain in
           confidence and not to disclose to any other person any information
           or records reasonably designated by the Company or the Guarantor
           as being confidential, until such time as (A) such information
           becomes a matter of


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<PAGE>

           public record (whether by virtue of its inclusion in such
           registration statement or otherwise), or (B) such person shall be
           required so to disclose such information pursuant to a subpoena or
           order of any court or other governmental agency or body having
           jurisdiction over the matter (subject to the requirements of such
           order, and only after such person shall have given the Company and
           the Guarantor prompt prior written notice of such requirement), or
           (C) such information is required to be set forth in such Shelf
           Registration Statement or the prospectus included therein or in an
           amendment to such Shelf Registration Statement or an amendment or
           supplement to such prospectus in order that such Shelf
           Registration Statement, prospectus, amendment or supplement, as
           the case may be, complies with applicable requirements of the
           federal securities laws and the rules and regulations of the
           Commission and does not contain an untrue statement of a material
           fact or omit to state therein a material fact required to be
           stated therein or necessary to make the statements therein not
           misleading in light of the circumstances then existing;

                    (viii) promptly notify each of the Electing Holders, any
           sales or placement agent therefor and any underwriter thereof
           (which notification may be made through any managing underwriter
           that is a representative of such underwriter for such purpose) and
           confirm such advice in writing, (A) when such Shelf Registration
           Statement or the prospectus included therein or any prospectus
           amendment or supplement or post-effective amendment has been
           filed, and, with respect to such Shelf Registration Statement or
           any post-effective amendment, when the same has become effective,
           (B) of any comments by the Commission and by the blue sky or
           securities commissioner or regulator of any state with respect
           thereto or any request by the Commission for amendments or
           supplements to such Shelf Registration Statement or prospectus or
           for additional information, (C) of the issuance by the Commission
           of any stop order suspending the effectiveness of such Shelf
           Registration Statement or the initiation or threatening of any
           proceedings for that purpose, (D) if at any time the
           representations and warranties of the Company and the Guarantor
           contemplated by Section 3(d)(xvii) or Section 5 cease to be true
           and correct in all material respects, (E) of the receipt by the
           Company or the Guarantor of any notification with respect to the
           suspension of the qualification of the Registrable Securities for
           sale in any jurisdiction or the initiation or threatening of any
           proceeding for such purpose, or (F) if at any time when a
           prospectus is required to be delivered under the Securities Act,
           that such Shelf Registration Statement, prospectus, prospectus
           amendment or supplement or post-effective amendment does not
           conform in all material respects to the applicable requirements of
           the Securities Act and the Trust Indenture Act and the rules and
           regulations of the Commission thereunder or contains an untrue
           statement of a material fact or omits to state any material fact
           required to be stated therein or necessary to make the statements
           therein not misleading in light of the circumstances then existing;

                    (ix) use their respective best efforts to obtain the
           withdrawal of any order suspending the effectiveness of such
           registration statement or any post-effective amendment thereto at the
           earliest practicable date;

                    (x) if requested by any managing underwriter or
           underwriters, any placement or sales agent or any Electing Holder,
           promptly incorporate in a prospectus supplement or post-effective
           amendment such information as is required by the applicable rules and
           regulations of the Commission and as such managing underwriter or
           underwriters, such agent or such Electing Holder specifies should be
           included


                                       10

<PAGE>

           therein relating to the terms of the sale of such Registrable
           Securities, including information with respect to the principal
           amount of Registrable Securities being sold by such Electing
           Holder or agent or to any underwriters, the name and description
           of such Electing Holder, agent or underwriter, the offering price
           of such Registrable Securities and any discount, commission or
           other compensation payable in respect thereof, the purchase price
           being paid therefor by such underwriters and with respect to any
           other terms of the offering of the Registrable Securities to be
           sold by such Electing Holder or agent or to such underwriters; and
           make all required filings of such prospectus supplement or
           post-effective amendment promptly after notification of the
           matters to be incorporated in such prospectus supplement or
           post-effective amendment;

                    (xi) furnish to each Electing Holder, each placement or
           sales agent, if any, therefor, each underwriter, if any, thereof
           and the respective counsel referred to in Section 3(d)(vi) an
           executed copy (or, in the case of an Electing Holder, a conformed
           copy) of such Shelf Registration Statement, each such amendment
           and supplement thereto (in each case including all exhibits
           thereto (in the case of an Electing Holder of Registrable
           Securities, upon request) and documents incorporated by reference
           therein) and such number of copies of such Shelf Registration
           Statement (excluding exhibits thereto and documents incorporated
           by reference therein unless specifically so requested by such
           Electing Holder, agent or underwriter, as the case may be) and of
           the prospectus included in such Shelf Registration Statement
           (including each preliminary prospectus and any summary
           prospectus), in conformity in all material respects with the
           applicable requirements of the Securities Act and the Trust
           Indenture Act and the rules and regulations of the Commission
           thereunder, and such other documents, as such Electing Holder,
           agent, if any, and underwriter, if any, may reasonably request in
           order to facilitate the offering and disposition of the
           Registrable Securities owned by such Electing Holder, offered or
           sold by such agent or underwritten by such underwriter and to
           permit such Electing Holder, agent and underwriter to satisfy the
           prospectus delivery requirements of the Securities Act; and the
           Company and the Guarantor hereby consent to the use of such
           prospectus (including such preliminary and summary prospectus) and
           any amendment or supplement thereto by each such Electing Holder
           and by any such agent and underwriter, in each case in the form
           most recently provided to such person by the Company and the
           Guarantor, in connection with the offering and sale of the
           Registrable Securities covered by the prospectus (including such
           preliminary and summary prospectus) or any supplement or amendment
           thereto;

                    (xii) use their respective best efforts to (A) register or
           qualify the Registrable Securities to be included in such Shelf
           Registration Statement under such securities laws or blue sky laws of
           such jurisdictions as any Electing Holder and each placement or sales
           agent, if any, therefor and underwriter, if any, thereof shall
           reasonably request, (B) keep such registrations or qualifications in
           effect and comply with such laws so as to permit the continuance of
           offers, sales and dealings therein in such jurisdictions during the
           period the Shelf Registration is required to remain effective under
           Section 2(b) above and for so long as may be necessary to enable any
           such Electing Holder, agent or underwriter to complete its
           distribution of Securities pursuant to such Shelf Registration
           Statement and (C) take any and all other actions as may be reasonably
           necessary or advisable to enable each such Electing Holder, agent, if
           any, and underwriter, if any, to consummate the disposition in such
           jurisdictions of such Registrable Securities; PROVIDED, HOWEVER, that
           neither


                                       11

<PAGE>

          the Company nor the Guarantor shall be required for any such purpose
          to (1) qualify as a foreign corporation in any jurisdiction wherein it
          would not otherwise be required to qualify but for the requirements of
          this Section 3(d)(xii), (2) consent to general service of process in
          any such jurisdiction or (3) make any changes to its certificate or
          articles of incorporation, as the case may be, or by-laws or any
          agreement between it and its shareholders;

                    (xiii) use their respective best efforts to obtain the
          consent or approval of each governmental agency or authority, whether
          federal, state or local, which may be required to effect the Shelf
          Registration or the offering or sale in connection therewith or to
          enable the selling holder or holders to offer, or to consummate the
          disposition of, the Registrable Securities;

                    (xiv) unless any Registrable Securities shall be in
          book-entry only form, cooperate with the Electing Holders and the
          managing underwriters, if any, to facilitate the timely preparation
          and delivery of certificates representing Registrable Securities to be
          sold, which certificates, if so required by any securities exchange
          upon which any Registrable Securities are listed, shall be penned,
          lithographed or engraved, or produced by any combination of such
          methods, on steel engraved borders, and which certificates shall not
          bear any restrictive legends; and, in the case of an underwritten
          offering, enable such Registrable Securities to be in such
          denominations and registered in such names as the managing
          underwriters may request at least two business days prior to any sale
          of the Registrable Securities;

                    (xv) provide a CUSIP number for all Registrable Securities,
          not later than the applicable Effective Time;

                    (xvi) enter into one or more underwriting agreements,
          engagement letters, agency agreements, "best efforts" underwriting
          agreements or similar agreements, as appropriate, including customary
          provisions relating to indemnification and contribution, and take such
          other actions in connection therewith as any Electing Holders
          aggregating at least 20% in aggregate principal amount of the
          Registrable Securities at the time outstanding shall request in order
          to expedite or facilitate the disposition of such Registrable
          Securities;

                    (xvii) whether or not an agreement of the type referred to
          in Section 3(d)(xvi) hereof is entered into and whether or not any
          portion of the offering contemplated by the Shelf Registration is an
          underwritten offering or is made through a placement or sales agent or
          any other entity, (A) make such representations and warranties to the
          Electing Holders and the placement or sales agent, if any, therefor
          and the underwriters, if any, thereof in form, substance and scope as
          are customarily made in connection with an offering of debt securities
          pursuant to any appropriate agreement or to a registration statement
          filed on the form applicable to the Shelf Registration; (B) obtain an
          opinion of counsel to the Company and the Guarantor in customary form
          and covering such matters, of the type customarily covered by such an
          opinion, as the managing underwriters, if any, or as any Electing
          Holders of at least 20% in aggregate principal amount of the
          Registrable Securities at the time outstanding may reasonably request,
          addressed to such Electing Holder or Electing Holders and the
          placement or sales agent, if any, therefor and the underwriters, if
          any, thereof and dated the effective date of such Shelf Registration
          Statement (and if such Shelf Registration Statement contemplates an
          underwritten offering of a part or all of the Registrable Securities,
          dated the date of the closing under the


                                       12
<PAGE>

          underwriting agreement relating thereto) (it being agreed that the
          matters to be covered by such opinion shall include the due
          incorporation and good standing of the Company, the Guarantor and the
          Guarantor's subsidiaries; the qualification of the Company, the
          Guarantor and the Guarantor's subsidiaries to transact business as
          foreign corporations; the due authorization, execution and delivery of
          the relevant agreement of the type referred to in Section 3(d)(xvi)
          hereof; the due authorization, execution, authentication and issuance,
          and the validity and enforceability, of the Securities; the absence of
          material legal or governmental proceedings involving the Company and
          the Guarantor; the absence of a breach by the Company, the Guarantor
          or any of the Guarantor's subsidiaries of, or a default under,
          material agreements binding upon the Company, the Guarantor or any of
          the Guarantor's subsidiaries; the absence of governmental approvals
          required to be obtained in connection with the Shelf Registration, the
          offering and sale of the Registrable Securities, this Exchange and
          Registration Rights Agreement or any agreement of the type referred to
          in Section 3(d)(xvi) hereof, except such approvals as may be required
          under state securities or blue sky laws; the material compliance as to
          form of such Shelf Registration Statement and any documents
          incorporated by reference therein and of the Indenture with the
          requirements of the Securities Act and the Trust Indenture Act and the
          rules and regulations of the Commission thereunder, respectively; and,
          as of the date of the opinion and of the Shelf Registration Statement
          or most recent post-effective amendment thereto, as the case may be,
          the absence from such Shelf Registration Statement and the prospectus
          included therein, as then amended or supplemented, and from the
          documents incorporated by reference therein (in each case other than
          the financial statements and other financial information contained
          therein) of an untrue statement of a material fact or the omission to
          state therein a material fact necessary to make the statements therein
          not misleading (in the case of such documents, in the light of the
          circumstances existing at the time that such documents were filed with
          the Commission under the Exchange Act)); (C) obtain a "cold comfort"
          letter or letters from the independent certified public accountants of
          the Company and the Guarantor addressed to the selling Electing
          Holders, the placement or sales agent, if any, therefor or the
          underwriters, if any, thereof, dated (i) the effective date of such
          Shelf Registration Statement and (ii) the effective date of any
          prospectus supplement to the prospectus included in such Shelf
          Registration Statement or post-effective amendment to such Shelf
          Registration Statement which includes unaudited or audited financial
          statements as of a date or for a period subsequent to that of the
          latest such statements included in such prospectus (and, if such Shelf
          Registration Statement contemplates an underwritten offering pursuant
          to any prospectus supplement to the prospectus included in such Shelf
          Registration Statement or post-effective amendment to such Shelf
          Registration Statement which includes unaudited or audited financial
          statements as of a date or for a period subsequent to that of the
          latest such statements included in such prospectus, dated the date of
          the closing under the underwriting agreement relating thereto), such
          letter or letters to be in customary form and covering such matters of
          the type customarily covered by letters of such type; (D) deliver such
          documents and certificates, including officers' certificates, as may
          be reasonably requested by any Electing Holders of at least 20% in
          aggregate principal amount of the Registrable Securities at the time
          outstanding or the placement or sales agent, if any, therefor and the
          managing underwriters, if any, thereof to evidence the accuracy of the
          representations and warranties made pursuant to clause (A) above or
          those contained in Section 5(a) hereof and the compliance with or
          satisfaction of any agreements or conditions


                                       13
<PAGE>

          contained in the underwriting agreement or other agreement entered
          into by the Company or the Guarantor; and (E) undertake such
          obligations relating to expense reimbursement, indemnification and
          contribution as are provided in Section 6 hereof;

                    (xviii) notify in writing each holder of Registrable
          Securities of any proposal by the Company or the Guarantor to amend or
          waive any provision of this Exchange and Registration Rights Agreement
          pursuant to Section 9(h) hereof and of any amendment or waiver
          effected pursuant thereto, each of which notices shall contain the
          text of the amendment or waiver proposed or effected, as the case may
          be;

                    (xix) in the event that any broker-dealer registered under
          the Exchange Act shall underwrite any Registrable Securities or
          participate as a member of an underwriting syndicate or selling group
          or "assist in the distribution" (within the meaning of the Conduct
          Rules (the "Conduct Rules) of the National Association of Securities
          Dealers, Inc. ("NASD") or any successor thereto, as amended from time
          to time) thereof, whether as a holder of such Registrable Securities
          or as an underwriter, a placement or sales agent or a broker or dealer
          in respect thereof, or otherwise, assist such broker-dealer in
          complying with the requirements of such Conduct Rules, including by
          (A) if such Conduct Rules shall so require, engaging a "qualified
          independent underwriter" (as defined in such Conduct Rules) to
          participate in the preparation of the Shelf Registration Statement
          relating to such Registrable Securities, to exercise usual standards
          of due diligence in respect thereto and, if any portion of the
          offering contemplated by such Shelf Registration Statement is an
          underwritten offering or is made through a placement or sales agent,
          to recommend the yield of such Registrable Securities, (B)
          indemnifying any such qualified independent underwriter to the extent
          of the indemnification of underwriters provided in Section 6 hereof
          (or to such other customary extent as may be requested by such
          underwriter), and (C) providing such information to such broker-dealer
          as may be required in order for such broker-dealer to comply with the
          requirements of the Conduct Rules; and

                    (xx) comply with all applicable rules and regulations of the
          Commission, and make generally available to its securityholders as
          soon as practicable but in any event not later than eighteen months
          after the effective date of such Shelf Registration Statement, an
          earning statement of the Company, the Guarantor and the Guarantor's
          subsidiaries complying with Section 11(a) of the Securities Act
          (including, at the option of the Company, Rule 158 thereunder).

          (e) In the event that the Company and the Guarantor would be
     required, pursuant to Section 3(d)(viii)(F) above, to notify the
     Electing Holders, the placement or sales agent, if any, therefor and the
     managing underwriters, if any, thereof, the Company and the Guarantor
     shall without delay prepare and furnish to each of the Electing Holders,
     to each placement or sales agent, if any, and to each such underwriter,
     if any, a reasonable number of copies of a prospectus supplemented or
     amended so that, as thereafter delivered to purchasers of Registrable
     Securities, such prospectus shall conform in all material respects to
     the applicable requirements of the Securities Act and the Trust
     Indenture Act and the rules and regulations of the Commission thereunder
     and shall not contain an untrue statement of a material fact or omit to
     state a material fact required to be stated therein or necessary to make
     the statements therein not misleading in light of the circumstances then
     existing. Each Electing Holder agrees that upon receipt of any notice
     from the Company and the Guarantor pursuant to Section 3(d)(viii)(F)
     hereof, such Electing Holder shall forthwith


                                       14
<PAGE>

     discontinue the disposition of Registrable Securities pursuant to the
     Shelf Registration Statement applicable to such Registrable Securities
     until such Electing Holder shall have received copies of such amended or
     supplemented prospectus, and if so directed by the Company and the
     Guarantor, such Electing Holder shall deliver to the Company and the
     Guarantor (at the Company's and the Guarantor's expense) all copies,
     other than permanent file copies, then in such Electing Holder's
     possession of the prospectus covering such Registrable Securities at the
     time of receipt of such notice.

          (f) In the event of a Shelf Registration, in addition to the
     information required to be provided by each Electing Holder in its
     Notice Questionnaire, the Company and the Guarantor may require such
     Electing Holder to furnish to the Company and the Guarantor such
     additional information regarding such Electing Holder and such Electing
     Holder's intended method of distribution of Registrable Securities as
     may be required in order to comply with the Securities Act. Each such
     Electing Holder agrees to notify the Company and the Guarantor as
     promptly as practicable of any inaccuracy or change in information
     previously furnished by such Electing Holder to the Company and the
     Guarantor or of the occurrence of any event in either case as a result
     of which any prospectus relating to such Shelf Registration contains or
     would contain an untrue statement of a material fact regarding such
     Electing Holder or such Electing Holder's intended method of disposition
     of such Registrable Securities or omits to state any material fact
     regarding such Electing Holder or such Electing Holder's intended method
     of disposition of such Registrable Securities required to be stated
     therein or necessary to make the statements therein not misleading in
     light of the circumstances then existing, and promptly to furnish to the
     Company and the Guarantor any additional information required to correct
     and update any previously furnished information or required so that such
     prospectus shall not contain, with respect to such Electing Holder or
     the disposition of such Registrable Securities, an untrue statement of a
     material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein not misleading in
     light of the circumstances then existing.

          (g) Until the expiration of two years after the Closing Date, the
     Company and the Guarantor will not, and will not permit any of their
     "affiliates" (as defined in Rule 144) to, resell any of the Securities
     that have been reacquired by any of them except pursuant to an effective
     registration statement under the Securities Act.

          4.  REGISTRATION EXPENSES.

          The Company and the Guarantor, jointly and severally, agree to bear
and to pay or cause to be paid promptly all expenses incident to their
performance of or compliance with this Exchange and Registration Rights
Agreement, including (a) all Commission and any NASD registration, filing and
review fees and expenses including fees and disbursements of counsel for the
placement or sales agent or underwriters in connection with such registration,
filing and review, (b) all fees and expenses in connection with the
qualification of the Securities for offering and sale under the State securities
and blue sky laws referred to in Section 3(d)(xii) hereof and determination of
their eligibility for investment under the laws of such jurisdictions as any
managing underwriters or the Electing Holders may designate, including any fees
and disbursements of counsel for the Electing Holders or underwriters in
connection with such qualification and determination, (c) all expenses relating
to the preparation, printing, production, distribution and reproduction of each
registration statement required to be filed hereunder, each prospectus included
therein or prepared for distribution pursuant hereto, each amendment or
supplement to the foregoing, the expenses of preparing the Securities for
delivery and the


                                       15
<PAGE>

expenses of printing or producing any underwriting agreements, agreements among
underwriters, selling agreements and blue sky or legal investment memoranda and
all other documents in connection with the offering, sale or delivery of
Securities to be disposed of (including certificates representing the
Securities), (d) messenger, telephone and delivery expenses relating to the
offering, sale or delivery of Securities and the preparation of documents
referred in clause (c) above, (e) fees and expenses of the Trustee under the
Indenture and any agent of the Trustee and any counsel for the Trustee and of
any collateral agent or custodian, (f) internal expenses (including all salaries
and expenses of the Company's and the Guarantor's officers and employees
performing legal or accounting duties), (g) fees, disbursements and expenses of
counsel and independent certified public accountants of the Company and the
Guarantor (including the expenses of any opinions or "cold comfort" letters
required by or incident to such performance and compliance), (h) fees,
disbursements and expenses of any "qualified independent underwriter" engaged
pursuant to Section 3(d)(xix) hereof, (i) fees, disbursements and expenses of
one counsel for the Electing Holders retained in connection with a Shelf
Registration, as selected by the Electing Holders of at least a majority in
aggregate principal amount of the Registrable Securities held by Electing
Holders (which counsel shall be reasonably satisfactory to the Company and the
Guarantor), (j) any fees charged by securities rating services for rating the
Securities, and (k) fees, expenses and disbursements of any other persons,
including special experts, retained by the Company and the Guarantor in
connection with such registration (collectively, the "Registration Expenses").
To the extent that any Registration Expenses are incurred, assumed or paid by
any holder of Registrable Securities or any placement or sales agent therefor or
underwriter thereof, the Company and the Guarantor shall reimburse such person
for the full amount of the Registration Expenses so incurred, assumed or paid
promptly after receipt of a request therefor. Notwithstanding the foregoing, the
holders of the Registrable Securities being registered shall pay all agency fees
and commissions and underwriting discounts and commissions attributable to the
sale of such Registrable Securities and the fees and disbursements of any
counsel or other advisors or experts retained by such holders (severally or
jointly), other than the counsel and experts specifically referred to above.

          5.  REPRESENTATIONS AND WARRANTIES.

          The Company and the Guarantor represent and warrant to, and agree
with, each Purchaser and each of the holders from time to time of Registrable
Securities that:

          (a) Each registration statement covering Registrable Securities and
     each prospectus (including any preliminary or summary prospectus)
     contained therein or furnished pursuant to Section 3(d) or Section 3(c)
     hereof and any further amendments or supplements to any such
     registration statement or prospectus, when it becomes effective or is
     filed with the Commission, as the case may be, and, in the case of an
     underwritten offering of Registrable Securities, at the time of the
     closing under the underwriting agreement relating thereto, will conform
     in all material respects to the requirements of the Securities Act and
     the Trust Indenture Act and the rules and regulations of the Commission
     thereunder and will not contain an untrue statement of a material fact
     or omit to state a material fact required to be stated therein or
     necessary to make the statements therein not misleading; and at all
     times subsequent to the Effective Time when a prospectus would be
     required to be delivered under the Securities Act, other than from (i)
     such time as a notice has been given to holders of Registrable
     Securities pursuant to Section 3(d)(viii)(F) or Section 3(c)(iii)(F)
     hereof until (ii) such time as the Company and the Guarantor furnish an
     amended or supplemented prospectus pursuant to Section 3(e) or Section
     3(c)(iv) hereof, each such registration statement, and each prospectus
     (including any summary prospectus) contained therein or


                                       16
<PAGE>

     furnished pursuant to Section 3(d) or Section 3(c) hereof, as then
     amended or supplemented, will conform in all material respects to the
     requirements of the Securities Act and the Trust Indenture Act and the
     rules and regulations of the Commission thereunder and will not contain
     an untrue statement of a material fact or omit to state a material fact
     required to be stated therein or necessary to make the statements
     therein not misleading in the light of the circumstances then existing;
     PROVIDED, HOWEVER, that this representation and warranty shall not apply
     to any statements or omissions made in reliance upon and in conformity
     with information furnished in writing to the Company and the Guarantor
     by a holder of Registrable Securities expressly for use therein.

          (b) Any documents incorporated by reference in any prospectus
     referred to in Section 5(a) hereof, when they become or became effective
     or are or were filed with the Commission, as the case may be, will
     conform or conformed in all material respects to the requirements of the
     Securities Act or the Exchange Act, as applicable, and none of such
     documents will contain or contained an untrue statement of a material
     fact or will omit or omitted to state a material fact required to be
     stated therein or necessary to make the statements therein not
     misleading; PROVIDED, HOWEVER, that this representation and warranty
     shall not apply to any statements or omissions made in reliance upon and
     in conformity with information furnished in writing to the Company and
     the Guarantor by a holder of Registrable Securities expressly for use
     therein.

          (c) The compliance by the Company and the Guarantor with all of the
     provisions of this Exchange and Registration Rights Agreement and the
     consummation of the transactions herein contemplated will not conflict
     with or result in a breach of any of the terms or provisions of, or
     constitute a default under, any indenture, mortgage, deed of trust, loan
     agreement or other agreement or instrument to which the Company, the
     Guarantor or any of the Guarantor's subsidiaries is a party or by which
     the Company, the Guarantor or any of the Guarantor's subsidiaries is
     bound or to which any of the property or assets of the Company, the
     Guarantor or any of the Guarantor's subsidiaries is subject, nor will
     such action result in any violation of the provisions of the certificate
     or articles of incorporation, as the case may be, as amended, or the
     by-laws of the Company or the Guarantor or any statute or any order,
     rule or regulation of any court or governmental agency or body having
     jurisdiction over the Company, the Guarantor or any of the Guarantor's
     subsidiaries or any of their properties; and no consent, approval,
     authorization, order, registration or qualification of or with any such
     court or governmental agency or body is required for the consummation by
     the Company and the Guarantor of the transactions contemplated by this
     Exchange and Registration Rights Agreement, except the registration
     under the Securities Act of the Securities, qualification of the
     Indenture under the Trust Indenture Act and such consents, approvals,
     authorizations, registrations or qualifications as may be required under
     State securities or blue sky laws in connection with the offering and
     distribution of the Securities.

          (d) This Exchange and Registration Rights Agreement has been duly
     authorized, executed and delivered by the Company and the Guarantor.

          6.  INDEMNIFICATION.

          (a) INDEMNIFICATION BY THE COMPANY AND THE GUARANTOR. The Company
     and the Guarantor, jointly and severally, will indemnify and hold
     harmless each of the holders of Registrable Securities included in an
     Exchange Registration Statement, each of the Electing Holders of
     Registrable Securities included in a Shelf Registration Statement and
     each person who participates as a placement or sales agent or as an
     underwriter in any offering


                                       17
<PAGE>

     or sale of such Registrable Securities against any losses, claims,
     damages or liabilities, joint or several, to which such holder, agent or
     underwriter may become subject under the Securities Act or otherwise,
     insofar as such losses, claims, damages or liabilities (or actions in
     respect thereof) arise out of or are based upon an untrue statement or
     alleged untrue statement of a material fact contained in any Exchange
     Registration Statement or Shelf Registration Statement, as the case may
     be, under which such Registrable Securities were registered under the
     Securities Act, or any preliminary, final or summary prospectus
     contained therein or furnished by the Company and the Guarantor to any
     such holder, Electing Holder, agent or underwriter, or any amendment or
     supplement thereto, or arise out of or are based upon the omission or
     alleged omission to state therein a material fact required to be stated
     therein or necessary to make the statements therein not misleading, and
     will reimburse such holder, such Electing Holder, such agent and such
     underwriter for any legal or other expenses reasonably incurred by them
     in connection with investigating or defending any such action or claim
     as such expenses are incurred; PROVIDED, HOWEVER, that neither the
     Company nor the Guarantor shall be liable to any such person in any such
     case to the extent that any such loss, claim, damage or liability arises
     out of or is based upon an untrue statement or alleged untrue statement
     or omission or alleged omission made in such registration statement, or
     preliminary, final or summary prospectus, or amendment or supplement
     thereto, in reliance upon and in conformity with written information
     furnished to the Company and the Guarantor by such person expressly for
     use therein.

          (b) INDEMNIFICATION BY THE HOLDERS AND ANY AGENTS AND UNDERWRITERS.
     The Company and the Guarantor may require, as a condition to including
     any Registrable Securities in any registration statement filed pursuant
     to Section 2(b) hereof and to entering into any underwriting agreement
     with respect thereto, that the Company and the Guarantor shall have
     received an undertaking reasonably satisfactory to it from the Electing
     Holder of such Registrable Securities and from each underwriter named in
     any such underwriting agreement, severally and not jointly, to (i)
     indemnify and hold harmless the Company, the Guarantor and all other
     holders of Registrable Securities, against any losses, claims, damages
     or liabilities to which the Company, the Guarantor or such other holders
     of Registrable Securities may become subject, under the Securities Act
     or otherwise, insofar as such losses, claims, damages or liabilities (or
     actions in respect thereof) arise out of or are based upon an untrue
     statement or alleged untrue statement of a material fact contained in
     such registration statement, or any preliminary, final or summary
     prospectus contained therein or furnished by the Company and the
     Guarantor to any such Electing Holder, agent or underwriter, or any
     amendment or supplement thereto, or arise out of or are based upon the
     omission or alleged omission to state therein a material fact required
     to be stated therein or necessary to make the statements therein not
     misleading, in each case to the extent, but only to the extent, that
     such untrue statement or alleged untrue statement or omission or alleged
     omission was made in reliance upon and in conformity with written
     information furnished to the Company by such Electing Holder or
     underwriter expressly for use therein, and (ii) reimburse the Company
     and the Guarantor for any legal or other expenses reasonably incurred by
     the Company and the Guarantor in connection with investigating or
     defending any such action or claim as such expenses are incurred;
     PROVIDED, HOWEVER, that no such Electing Holder shall be required to
     undertake liability to any person under this Section 6(b) for any
     amounts in excess of the dollar amount of the proceeds to be received by
     such Electing Holder from the sale of such Electing Holder's Registrable
     Securities pursuant to such registration.

          (c) NOTICES OF CLAIMS, ETC. Promptly after receipt by an
     indemnified party under subsection (a) or (b) above of written notice of
     the commencement of any action, such


                                       18
<PAGE>

     indemnified party shall, if a claim in respect thereof is to be made
     against an indemnifying party pursuant to the indemnification provisions
     of or contemplated by this Section 6, notify such indemnifying party in
     writing of the commencement of such action; but the omission so to
     notify the indemnifying party shall not relieve it from any liability
     which it may have to any indemnified party otherwise than under the
     indemnification provisions of or contemplated by Section 6(a) or 6(b)
     hereof. In case any such action shall be brought against any indemnified
     party and it shall notify an indemnifying party of the commencement
     thereof, such indemnifying party shall be entitled to participate
     therein and, to the extent that it shall wish, jointly with any other
     indemnifying party similarly notified, to assume the defense thereof,
     with counsel reasonably satisfactory to such indemnified party (who
     shall not, except with the consent of the indemnified party, be counsel
     to the indemnifying party), and, after notice from the indemnifying
     party to such indemnified party of its election so to assume the defense
     thereof, such indemnifying party shall not be liable to such indemnified
     party for any legal expenses of other counsel or any other expenses, in
     each case subsequently incurred by such indemnified party, in connection
     with the defense thereof other than reasonable costs of investigation.
     No indemnifying party shall, without the written consent of the
     indemnified party, effect the settlement or compromise of, or consent to
     the entry of any judgment with respect to, any pending or threatened
     action or claim in respect of which indemnification or contribution may
     be sought hereunder (whether or not the indemnified party is an actual
     or potential party to such action or claim) unless such settlement,
     compromise or judgment (i) includes an unconditional release of the
     indemnified party from all liability arising out of such action or claim
     and (ii) does not include a statement as to or an admission of fault,
     culpability or a failure to act by or on behalf of any indemnified party.

          (d) CONTRIBUTION. If for any reason the indemnification provisions
     contemplated by Section 6(a) or Section 6(b) are unavailable to or
     insufficient to hold harmless an indemnified party in respect of any
     losses, claims, damages or liabilities (or actions in respect thereof)
     referred to therein, then each indemnifying party shall contribute to
     the amount paid or payable by such indemnified party as a result of such
     losses, claims, damages or liabilities (or actions in respect thereof)
     in such proportion as is appropriate to reflect the relative fault of
     the indemnifying party and the indemnified party in connection with the
     statements or omissions which resulted in such losses, claims, damages
     or liabilities (or actions in respect thereof), as well as any other
     relevant equitable considerations. The relative fault of such
     indemnifying party and indemnified party shall be determined by
     reference to, among other things, whether the untrue or alleged untrue
     statement of a material fact or omission or alleged omission to state a
     material fact relates to information supplied by such indemnifying party
     or by such indemnified party, and the parties' relative intent,
     knowledge, access to information and opportunity to correct or prevent
     such statement or omission. The parties hereto agree that it would not
     be just and equitable if contributions pursuant to this Section 6(d)
     were determined by pro rata allocation (even if the holders or any
     agents or underwriters or all of them were treated as one entity for
     such purpose) or by any other method of allocation which does not take
     account of the equitable considerations referred to in this Section
     6(d). The amount paid or payable by an indemnified party as a result of
     the losses, claims, damages, or liabilities (or actions in respect
     thereof) referred to above shall be deemed to include any legal or other
     fees or expenses reasonably incurred by such indemnified party in
     connection with investigating or defending any such action or claim.
     Notwithstanding the provisions of this Section 6(d), no holder shall be
     required to contribute any amount in excess of the amount by which the
     dollar amount of the proceeds received by such holder from the sale of
     any Registrable Securities (after deducting any fees, discounts and
     commissions applicable


                                       19
<PAGE>

     thereto) exceeds the amount of any damages which such holder has
     otherwise been required to pay by reason of such untrue or alleged
     untrue statement or omission or alleged omission, and no underwriter
     shall be required to contribute any amount in excess of the amount by
     which the total price at which the Registrable Securities underwritten
     by it and distributed to the public were offered to the public exceeds
     the amount of any damages which such underwriter has otherwise been
     required to pay by reason of such untrue or alleged untrue statement or
     omission or alleged omission. No person guilty of fraudulent
     misrepresentation (within the meaning of Section 11(f) of the Securities
     Act) shall be entitled to contribution from any person who was not
     guilty of such fraudulent misrepresentation. The holders' and any
     underwriters' obligations in this Section 6(d) to contribute shall be
     several in proportion to the principal amount of Registrable Securities
     registered or underwritten, as the case may be, by them and not joint.

          (e) The obligations of the Company and the Guarantor under this
     Section 6 shall be in addition to any liability which the Company or the
     Guarantor may otherwise have and shall extend, upon the same terms and
     conditions, to each officer, director and partner of each holder, agent
     and underwriter and each person, if any, who controls any holder, agent
     or underwriter within the meaning of the Securities Act; and the
     obligations of the holders and any agents or underwriters contemplated
     by this Section 6 shall be in addition to any liability which the
     respective holder, agent or underwriter may otherwise have and shall
     extend, upon the same terms and conditions, to each officer and director
     of the Company and the Guarantor (including any person who, with his
     consent, is named in any registration statement as about to become a
     director of the Company or the Guarantor) and to each person, if any,
     who controls the Company or the Guarantor within the meaning of the
     Securities Act.

          7.  UNDERWRITTEN OFFERINGS.

          (a) SELECTION OF UNDERWRITERS. If any of the Registrable Securities
     covered by the Shelf Registration are to be sold pursuant to an
     underwritten offering, the managing underwriter or underwriters thereof
     shall be designated by Electing Holders holding at least a majority in
     aggregate principal amount of the Registrable Securities to be included
     in such offering, provided that such designated managing underwriter or
     underwriters is or are reasonably acceptable to the Company and the
     Guarantor.

          (b) PARTICIPATION BY HOLDERS. Each holder of Registrable Securities
     hereby agrees with each other such holder that no such holder may
     participate in any underwritten offering hereunder unless such holder
     (i) agrees to sell such holder's Registrable Securities on the basis
     provided in any underwriting arrangements approved by the persons
     entitled hereunder to approve such arrangements and (ii) completes and
     executes all questionnaires, powers of attorney, indemnities,
     underwriting agreements and other documents reasonably required under
     the terms of such underwriting arrangements.

          8.  RULE 144.

          Each of the Company and the Guarantor covenants to the holders of
Registrable Securities that to the extent it shall be required to do so under
the Exchange Act, such party shall timely file the reports required to be filed
by it under the Exchange Act or the Securities Act (including the reports under
Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of
Rule 144 adopted by the Commission under the Securities Act) and the rules and
regulations adopted by the Commission thereunder, and shall take such further
action as any holder of Registrable Securities may reasonably request, all to
the extent required from


                                       20
<PAGE>

time to time to enable such holder to sell Registrable Securities without
registration under the Securities Act within the limitations of the exemption
provided by Rule 144 under the Securities Act, as such Rule may be amended from
time to time, or any similar or successor rule or regulation hereafter adopted
by the Commission. Upon the request of any holder of Registrable Securities in
connection with that holder's sale pursuant to Rule 144, each of the Company and
the Guarantor shall deliver to such holder a written statement as to whether it
has complied with such requirements.

          9.  MISCELLANEOUS.

          (a) NO INCONSISTENT AGREEMENTS. Each of the Company and the
     Guarantor represents, warrants, covenants and agrees that it has not
     granted, and shall not grant, registration rights with respect to
     Registrable Securities or any other securities which would be
     inconsistent with the terms contained in this Exchange and Registration
     Rights Agreement.

          (b) SPECIFIC PERFORMANCE. The parties hereto acknowledge that there
     would be no adequate remedy at law if the Company or the Guarantor fails
     to perform any of its obligations hereunder and that the Purchasers and
     the holders from time to time of the Registrable Securities may be
     irreparably harmed by any such failure, and accordingly agree that the
     Purchasers and such holders, in addition to any other remedy to which
     they may be entitled at law or in equity, shall be entitled to compel
     specific performance of the obligations of the Company and the Guarantor
     under this Exchange and Registration Rights Agreement in accordance with
     the terms and conditions of this Exchange and Registration Rights
     Agreement, in any court of the United States or any State thereof having
     jurisdiction.

          (c) NOTICES. All notices, requests, claims, demands, waivers and
     other communications hereunder shall be in writing and shall be deemed
     to have been duly given when delivered by hand, if delivered personally
     or by courier, or three days after being deposited in the mail
     (registered or certified mail, postage prepaid, return receipt
     requested) as follows: If to the Company or the Guarantor, to the
     Guarantor at One South Main, Suite 1380, Salt Lake City, Utah 84111, and
     if to a holder, to the address of such holder set forth in the security
     register or other records of the Company and the Guarantor, or to such
     other address as the Company, the Guarantor or any such holder may have
     furnished to the other in writing in accordance herewith, except that
     notices of change of address shall be effective only upon receipt.

          (d) PARTIES IN INTEREST. All the terms and provisions of this
     Exchange and Registration Rights Agreement shall be binding upon, shall
     inure to the benefit of and shall be enforceable by the parties hereto
     and the holders from time to time of the Registrable Securities and the
     respective successors and assigns of the parties hereto and such
     holders. In the event that any transferee of any holder of Registrable
     Securities shall acquire Registrable Securities, in any manner, whether
     by gift, bequest, purchase, operation of law or otherwise, such
     transferee shall, without any further writing or action of any kind, be
     deemed a beneficiary hereof for all purposes and such Registrable
     Securities shall be held subject to all of the terms of this Exchange
     and Registration Rights Agreement, and by taking and holding such
     Registrable Securities such transferee shall be entitled to receive the
     benefits of, and be conclusively deemed to have agreed to be bound by
     all of the applicable terms and provisions of this Exchange and
     Registration Rights Agreement. If the Company or the Guarantor shall so
     request, any such successor, assign or transferee shall agree in writing
     to acquire and hold the Registrable Securities subject to all of the
     applicable terms hereof.


                                       21
<PAGE>

          (e) SURVIVAL. The respective indemnities, agreements,
     representations, warranties and each other provision set forth in this
     Exchange and Registration Rights Agreement or made pursuant hereto shall
     remain in full force and effect regardless of any investigation (or
     statement as to the results thereof) made by or on behalf of any holder
     of Registrable Securities, any director, officer or partner of such
     holder, any agent or underwriter or any director, officer or partner
     thereof, or any controlling person of any of the foregoing, and shall
     survive delivery of and payment for the Registrable Securities pursuant
     to the Purchase Agreement and the transfer and registration of
     Registrable Securities by such holder and the consummation of an
     Exchange Offer.

          (f) GOVERNING LAW. THIS EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
     SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
     STATE OF NEW YORK.

          (g) HEADINGS. The descriptive headings of the several Sections and
     paragraphs of this Exchange and Registration Rights Agreement are
     inserted for convenience only, do not constitute a part of this Exchange
     and Registration Rights Agreement and shall not affect in any way the
     meaning or interpretation of this Exchange and Registration Rights
     Agreement.

          (h) ENTIRE AGREEMENT; AMENDMENTS. This Exchange and Registration
     Rights Agreement and the other writings referred to herein (including
     the Indenture and the form of Securities) or delivered pursuant hereto
     which form a part hereof contain the entire understanding of the parties
     with respect to its subject matter. This Exchange and Registration
     Rights Agreement supersedes all prior agreements and understandings
     between the parties with respect to its subject matter. This Exchange
     and Registration Rights Agreement may be amended and the observance of
     any term of this Exchange and Registration Rights Agreement may be
     waived (either generally or in a particular instance and either
     retroactively or prospectively) only by a written instrument duly
     executed by the Company, the Guarantor and the holders of at least a
     majority in aggregate principal amount of the Registrable Securities at
     the time outstanding. Each holder of any Registrable Securities at the
     time or thereafter outstanding shall be bound by any amendment or waiver
     effected pursuant to this Section 9(h), whether or not any notice,
     writing or marking indicating such amendment or waiver appears on such
     Registrable Securities or is delivered to such holder.

          (i) INSPECTION. For so long as this Exchange and Registration
     Rights Agreement shall be in effect, this Exchange and Registration
     Rights Agreement and a complete list of the names and addresses of all
     the holders of Registrable Securities shall be made available for
     inspection and copying on any business day by any holder of Registrable
     Securities for proper purposes only (which shall include any purpose
     related to the rights of the holders of Registrable Securities under the
     Securities, the Indenture and this Agreement) at the offices of the
     Company and the Guarantor at the address thereof set forth in Section
     9(c) above and at the office of the Trustee under the Indenture.

          (j) COUNTERPARTS. This agreement may be executed by the parties in
     counterparts, each of which shall be deemed to be an original, but all
     such respective counterparts shall together constitute one and the same
     instrument.


                                       22
<PAGE>

          If the foregoing is in accordance with your understanding, please sign
and return to us four counterparts hereof, and upon the acceptance hereof by
you, on behalf of each of the Purchasers, this letter and such acceptance hereof
shall constitute a binding agreement between each of the Purchasers, the
Guarantor and the Company.


                                  Very truly yours,

                                  Zions Financial Corp.


                                  By:    /s/ Dale M. Gibbons
                                     ------------------------------------------
                                     Name:   Dale M. Gibbons
                                     Title:  Secretary

                                  Zions Bancorporation


                                  By:    /s/ Dale M. Gibbons
                                     ------------------------------------------
                                     Name:   Dale M. Gibbons
                                     Title:  Executive Vice President, Chief
                                             Financial Officer and Secretary

Accepted as of the date hereof:

Goldman, Sachs & Co.

By:      /s/ Goldman, Sachs & Co.
    ------------------------------------
            (Goldman, Sachs & Co.)


                                       23
<PAGE>

                                                                       EXHIBIT A

                              ZIONS FINANCIAL CORP.
                              ZIONS BANCORPORATION

                         INSTRUCTION TO DTC PARTICIPANTS

                                (DATE OF MAILING)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                        DEADLINE FOR RESPONSE: [DATE] *



The Depository Trust Company ("DTC") has identified you as a DTC Participant
through which beneficial interests in the Zions Financial Corp. (the "Company")
Fixed/Floating Rate Guaranteed Notes due May 15, 2011 (the "Securities"),
unconditionally guaranteed by Zions Bancorporation (the "Guarantor"), are held.

The Company and the Guarantor are in the process of registering the Securities
under the Securities Act of 1933 for resale by the beneficial owners thereof. In
order to have their Securities included in the registration statement,
beneficial owners must complete and return the enclosed Notice of Registration
Statement and Selling Securityholder Questionnaire.

IT IS IMPORTANT THAT BENEFICIAL OWNERS OF THE SECURITIES RECEIVE A COPY OF THE
ENCLOSED MATERIALS AS SOON AS POSSIBLE as their rights to have the Securities
included in the registration statement depend upon their returning the Notice
and Questionnaire by [Deadline For Response]. Please forward a copy of the
enclosed documents to each beneficial owner that holds interests in the
Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact Zions
Bancorporation, One South Main, Suite 1380, Salt Lake City, Utah 84111, (801)
524-4787.








------------------------------
*Not less than 28 calendar days from date of mailing.

                                      A-1

<PAGE>

                              ZIONS FINANCIAL CORP.
                              ZIONS BANCORPORATION

                        Notice of Registration Statement
                                       and
                      SELLING SECURITYHOLDER QUESTIONNAIRE

                                     (Date)



Reference is hereby made to the Exchange and Registration Rights Agreement (the
"Exchange and Registration Rights Agreement") among Zions Financial Corp. (the
"Company"), Zions Bancorporation (the "Guarantor") and the Purchasers named
therein. Pursuant to the Exchange and Registration Rights Agreement, the Company
and the Guarantor have filed with the United States Securities and Exchange
Commission (the "Commission") a registration statement on Form ___ (the "Shelf
Registration Statement") for the registration and resale under Rule 415 of the
Securities Act of 1933, as amended (the "Securities Act"), of the Company's
Fixed/Floating Rate Guaranteed Notes due May 15, 2011 and the Guarantor's
guarantee thereof (the "Securities"). A copy of the Exchange and Registration
Rights Agreement is attached hereto. All capitalized terms not otherwise defined
herein shall have the meanings ascribed thereto in the Exchange and Registration
Rights Agreement.

Each beneficial owner of Registrable Securities (as defined below) is entitled
to have the Registrable Securities beneficially owned by it included in the
Shelf Registration Statement. In order to have Registrable Securities included
in the Shelf Registration Statement, this Notice of Registration Statement and
Selling Securityholder Questionnaire ("Notice and Questionnaire") must be
completed, executed and delivered to the Company's and the Guarantor's counsel
at the address set forth herein for receipt ON OR BEFORE [Deadline for
Response]. Beneficial owners of Registrable Securities who do not complete,
execute and return this Notice and Questionnaire by such date (i) will not be
named as selling securityholders in the Shelf Registration Statement and (ii)
may not use the Prospectus forming a part thereof for resales of Registrable
Securities.

Certain legal consequences arise from being named as a selling securityholder in
the Shelf Registration Statement and related Prospectus. Accordingly, holders
and beneficial owners of Registrable Securities are advised to consult their own
securities law counsel regarding the consequences of being named or not being
named as a selling securityholder in the Shelf Registration Statement and
related Prospectus.

The term "REGISTRABLE SECURITIES" is defined in the Exchange and Registration
Rights Agreement.


                                      A-2

<PAGE>

                                    ELECTION



The undersigned holder (the "Selling Securityholder") of Registrable Securities
hereby elects to include in the Shelf Registration Statement the Registrable
Securities beneficially owned by it and listed below in Item (3). The
undersigned, by signing and returning this Notice and Questionnaire, agrees to
be bound with respect to such Registrable Securities by the terms and conditions
of this Notice and Questionnaire and the Exchange and Registration Rights
Agreement, including, without limitation, Section 6 of the Exchange and
Registration Rights Agreement, as if the undersigned Selling Securityholder were
an original party thereto.

Upon any sale of Registrable Securities pursuant to the Shelf Registration
Statement, the Selling Securityholder will be required to deliver to the
Company, the Guarantor and the Trustee the Notice of Transfer set forth in
Appendix A to the Prospectus and as Exhibit B to the Exchange and Registration
Rights Agreement.

The Selling Securityholder hereby provides the following information to the
Company and the Guarantor and represents and warrants that such information is
accurate and complete:

                                      A-3

<PAGE>

                                  QUESTIONNAIRE

(1)  (a) Full Legal Name of Selling Securityholder:

         -----------------------------------------------------------------------

     (b) Full Legal Name of Registered Holder (if not the same as in (a) above)
         of Registrable Securities Listed in Item (3) below:

         -----------------------------------------------------------------------

     (c) Full Legal Name of DTC Participant (if applicable and if not the
         same as (b) above) Through Which Registrable Securities Listed in
         Item (3) below are Held:

         -----------------------------------------------------------------------

(2)      Address for Notices to Selling Securityholder:

                                ---------------------------------------

                                ---------------------------------------

                                ---------------------------------------

         Telephone:
                                ---------------------------------------
         Fax:
                                ---------------------------------------
         Contact Person:
                                ---------------------------------------


(3)      Beneficial Ownership of Securities:

         EXCEPT AS SET FORTH BELOW IN THIS ITEM (3), THE UNDERSIGNED DOES NOT
         BENEFICIALLY OWN ANY SECURITIES.

     (a) Principal amount of Registrable Securities beneficially owned:_________
         CUSIP No(s). of such Registrable Securities:___________________________

     (b) Principal amount of Securities other than Registrable Securities
         beneficially owned:

         -----------------------------------------------------------------------
         CUSIP No(s). of such other Securities:_________________________________

     (c) Principal  amount of Registrable  Securities  which the  undersigned
         wishes to be included in the Shelf Registration Statement:_____________
         CUSIP No(s). of such Registrable Securities to be included in the Shelf
         Registration Statement:________________________________________________

(4)      Beneficial Ownership of Other Securities of the Company or the
         Guarantor:

         EXCEPT AS SET FORTH BELOW IN THIS ITEM (4), THE UNDERSIGNED SELLING
         SECURITYHOLDER IS NOT THE BENEFICIAL OR REGISTERED OWNER OF ANY
         OTHER SECURITIES OF THE COMPANY OR THE GUARANTOR, OTHER THAN THE
         SECURITIES LISTED ABOVE IN ITEM (3).

         State any exceptions here:



(5)      Relationships with the Company and the Guarantor:


                                      A-4

<PAGE>

         EXCEPT AS SET FORTH BELOW, NEITHER THE SELLING SECURITYHOLDER NOR ANY
         OF ITS AFFILIATES, OFFICERS, DIRECTORS OR PRINCIPAL EQUITY HOLDERS
         (5% OR MORE) HAS HELD ANY POSITION OR OFFICE OR HAS HAD ANY OTHER
         MATERIAL RELATIONSHIP WITH THE COMPANY OR THE GUARANTOR (OR THEIR
         RESPECTIVE PREDECESSORS OR AFFILIATES) DURING THE PAST THREE YEARS.

         State any exceptions here:



(6)      Plan of Distribution:

         EXCEPT AS SET FORTH BELOW, THE UNDERSIGNED SELLING SECURITYHOLDER
         INTENDS TO DISTRIBUTE THE REGISTRABLE SECURITIES LISTED ABOVE IN
         ITEM (3) ONLY AS FOLLOWS (IF AT ALL): SUCH REGISTRABLE SECURITIES
         MAY BE SOLD FROM TIME TO TIME DIRECTLY BY THE UNDERSIGNED SELLING
         SECURITYHOLDER OR, ALTERNATIVELY, THROUGH UNDERWRITERS,
         BROKER-DEALERS OR AGENTS. SUCH REGISTRABLE SECURITIES MAY BE SOLD IN
         ONE OR MORE TRANSACTIONS AT FIXED PRICES, AT PREVAILING MARKET
         PRICES AT THE TIME OF SALE, AT VARYING PRICES DETERMINED AT THE TIME
         OF SALE, OR AT NEGOTIATED PRICES. SUCH SALES MAY BE EFFECTED IN
         TRANSACTIONS (WHICH MAY INVOLVE CROSSES OR BLOCK TRANSACTIONS) (i)
         ON ANY NATIONAL SECURITIES EXCHANGE OR QUOTATION SERVICE ON WHICH
         THE REGISTERED SECURITIES MAY BE LISTED OR QUOTED AT THE TIME OF
         SALE, (ii) IN THE OVER-THE-COUNTER MARKET, (iii) IN TRANSACTIONS
         OTHERWISE THAN ON SUCH EXCHANGES OR SERVICES OR IN THE
         OVER-THE-COUNTER MARKET, OR (iv) THROUGH THE WRITING OF OPTIONS. IN
         CONNECTION WITH SALES OF THE REGISTRABLE SECURITIES OR OTHERWISE,
         THE SELLING SECURITYHOLDER MAY ENTER INTO HEDGING TRANSACTIONS WITH
         BROKER-DEALERS, WHICH MAY IN TURN ENGAGE IN SHORT SALES OF THE
         REGISTRABLE SECURITIES IN THE COURSE OF HEDGING THE POSITIONS THEY
         ASSUME. THE SELLING SECURITYHOLDER MAY ALSO SELL REGISTRABLE
         SECURITIES SHORT AND DELIVER REGISTRABLE SECURITIES TO CLOSE OUT
         SUCH SHORT POSITIONS, OR LOAN OR PLEDGE REGISTRABLE SECURITIES TO
         BROKER-DEALERS THAT IN TURN MAY SELL SUCH SECURITIES.

         State any exceptions here:



By signing below, the Selling Securityholder acknowledges that it understands
its obligation to comply, and agrees that it will comply, with the provisions of
the Exchange Act and the rules and regulations thereunder, particularly
Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the
Registrable Securities listed in Item (3) above after the date on which such
information is provided to the Company and the Guarantor, the Selling
Securityholder agrees to notify the transferee(s) at the time of the transfer of
its rights and obligations under this Notice and Questionnaire and the Exchange
and Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and
related Prospectus. The Selling Securityholder understands that such information
will be relied upon by the Company and the Guarantor in connection with the
preparation of the Shelf Registration Statement and related Prospectus.

In accordance with the Selling Securityholder's obligation under Section 3(d) of
the Exchange and Registration Rights Agreement to provide such information as
may be required by law for


                                      A-5

<PAGE>

inclusion in the Shelf Registration Statement, the Selling Securityholder agrees
to promptly notify the Company and the Guarantor of any inaccuracies or changes
in the information provided herein which may occur subsequent to the date hereof
at any time while the Shelf Registration Statement remains in effect. All
notices hereunder and pursuant to the Exchange and Registration Rights Agreement
shall be made in writing, by hand-delivery, first-class mail, or air courier
guaranteeing overnight delivery as follows:

          (i) To the Company or the Guarantor:


                                          Zions Bancorporation
                                          One South Main, Suite 1380
                                          Salt Lake City, Utah  84111
                                          Attention:  Dale M. Gibbons


          (ii) With a copy to:

                                          Callister, Nebeker & McCullough,
                                             a Professional Corporation
                                          Gateway Tower East, Suite 900
                                          10 East South Temple
                                          Salt Lake City, Utah  84133
                                          Attention:  Laurie S. Hart


Once this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Company's and the Guarantor's counsel, the terms of this Notice
and Questionnaire, and the representations and warranties contained herein,
shall be binding on, shall inure to the benefit of and shall be enforceable by
the respective successors, heirs, personal representatives, and assigns of the
Company, the Guarantor and the Selling Securityholder (with respect to the
Registrable Securities beneficially owned by such Selling Securityholder and
listed in Item (3) above. This Agreement shall be governed in all respects by
the laws of the State of New York.

                                      A-6

<PAGE>

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.

Dated:
        ----------------------------




      --------------------------------------------------------------------------
      Selling Securityholder
      (Print/type full legal name of beneficial owner of Registrable Securities)



      By:
         -----------------------------------------------------------------------
      Name:
      Title:



PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S AND THE GUARANTOR'S COUNSEL
AT:

                                      Callister, Nebeker & McCullough,
                                         a Professional Corporation
                                      Gateway Tower East, Suite 900
                                      10 East South Temple
                                      Salt Lake City, Utah  84133
                                      Attention:  Laurie S. Hart


                                      A-7

<PAGE>

                                                                       EXHIBIT B

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

Chase Manhattan Bank and Trust Company, N.A.
Zions Financial Corp.
Zions Bancorporation
c/o Chase Manhattan Bank and Trust Company,
    National Association
101 California Street, Suite 2725
San Francisco, California  94111

Attention:  Trust Officer

    Re:  Zions Financial Corp. (the "Company")
         Fixed/Floating Rate Guaranteed Notes due May 15, 2011
         Unconditionally guaranteed by Zions Bancorporation (the "Guarantor")



Dear Sirs:

Please be advised that __________________________ has transferred $________
aggregate principal amount of the above-referenced Notes and the related
guarantee pursuant to an effective Registration Statement on Form ___ (File
No. 333-_________ ) filed by the Company and the Guarantor.

We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the above-named
beneficial owner of the Notes and the related guarantee is named as a "Selling
Holder" in the Prospectus dated [date] or in supplements thereto, and that the
aggregate principal amount of the Notes and the related guarantee transferred
are the Notes and the related guarantee listed in such Prospectus opposite such
owner's name.

Dated:

                                         Very truly yours,


                                         --------------------------------------
                                             (Name)

                                         By:
                                            -----------------------------------
                                            (Authorized Signature)


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