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<TYPE>10-Q
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<FORMER-CONFORMED-NAME>ZIONS UTAH BANCORPORATION
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<FORMER-CONFORMED-NAME>ZIONS FIRST NATIONAL INVESTMENT CO
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Section 1: 10-Q

ZION-2012.06.30-10Q

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

COMMISSION FILE NUMBER 001-12307

ZIONS BANCORPORATION

(Exact name of registrant as specified in its charter)



UTAH	87-0227400
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

ONE SOUTH MAIN, 15^TH FLOOR SALT LAKE CITY, UTAH	84133
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (801) 524-4787

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	ý	Accelerated filer	¨

Non-accelerated filer	¨	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.



Common Stock, without par value, outstanding at July 31, 2012	184,148,177 shares

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ZIONS BANCORPORATION AND SUBSIDIARIES

INDEX




		Page
PART I. FINANCIAL INFORMATION

ITEM 1.	Financial Statements (Unaudited)

	Consolidated Balance Sheets	3
	Consolidated Statements of Income	4
	Consolidated Statements of Comprehensive Income	5
	Consolidated Statements of Changes in Shareholders’ Equity	6
	Consolidated Statements of Cash Flows	7
	Notes to Consolidated Financial Statements	8

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	57

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	95

ITEM 4.	Controls and Procedures	95

PART II. OTHER INFORMATION

ITEM 1.	Legal Proceedings	95

ITEM 1A.	Risk Factors	95

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	95

ITEM 6.	Exhibits	96

SIGNATURES		98

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (Unaudited)

ZIONS BANCORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)	June 30, 2012			December 31, 2011
	(Unaudited)
ASSETS
Cash and due from banks	$	1,124,673		$	1,224,350
Money market investments:
Interest-bearing deposits	7,887,175			7,020,895
Federal funds sold and security resell agreements	83,529			102,159
Investment securities:
Held-to-maturity, at adjusted cost (approximate fair value $715,710 and $729,974)	773,016			807,804
Available-for-sale, at fair value	3,167,590			3,230,795
Trading account, at fair value	20,539			40,273
	3,961,145			4,078,872
Loans held for sale	139,245			201,590
Loans, net of unearned income and fees:
Loans and leases	36,231,104			36,393,782
FDIC-supported loans	642,246			750,870
	36,873,350			37,144,652
Less allowance for loan losses	971,716			1,049,958
Loans, net of allowance	35,901,634			36,094,694
Other noninterest-bearing investments	867,882			865,231
Premises and equipment, net	714,913			719,276
Goodwill	1,015,129			1,015,129
Core deposit and other intangibles	59,277			67,830
Other real estate owned	144,816			153,178
Other assets	1,507,594			1,605,905
	$	53,407,012		$	53,149,109
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Noninterest-bearing demand	$	16,498,248		$	16,110,857
Interest-bearing:
Savings and NOW	7,505,841			7,159,101
Money market	14,439,389			14,616,740
Time	3,211,942			3,413,550
Foreign	1,504,827			1,575,361
	43,160,247			42,875,609
Securities sold, not yet purchased	104,882			44,486
Federal funds purchased and security repurchase agreements	759,591			608,098
Other short-term borrowings	7,621			70,273
Long-term debt	2,274,571			1,954,462
Reserve for unfunded lending commitments	103,586			102,422
Other liabilities	507,151			510,531
Total liabilities	46,917,649			46,165,881
Shareholders’ equity:
Preferred stock, without par value, authorized 4,400,000 shares	1,800,473			2,377,560
Common stock, without par value; authorized 350,000,000 shares; issued and outstanding 184,117,522 and 184,135,388 shares	4,157,525			4,163,242
Retained earnings	1,110,120			1,036,590
Accumulated other comprehensive income (loss)	(576,147		)	(592,084		)
Controlling interest shareholders’ equity	6,491,971			6,985,308
Noncontrolling interests	(2,608		)	(2,080		)
Total shareholders’ equity	6,489,363			6,983,228
	$	53,407,012		$	53,149,109

See accompanying notes to consolidated financial statements.

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ZIONS BANCORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(In thousands, except per share amounts)	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Interest income:
Interest and fees on loans	$	478,569		$	523,741		$	965,184		$	1,041,898
Interest on money market investments	5,099			3,199			9,727			6,042
Interest on securities:
Held-to-maturity	9,325			9,009			18,284			17,673
Available-for-sale	25,090			22,179			48,248			44,455
Trading account	148			538			486			990
Total interest income	518,231			558,666			1,041,929			1,111,058
Interest expense:
Interest on deposits	20,823			34,257			44,236			70,741
Interest on short-term borrowings	256			1,783			1,035			3,963
Interest on long-term debt	65,165			106,454			122,372			196,326
Total interest expense	86,244			142,494			167,643			271,030
Net interest income	431,987			416,172			874,286			840,028
Provision for loan losses	10,853			1,330			26,517			61,330
Net interest income after provision for loan losses	421,134			414,842			847,769			778,698
Noninterest income:
Service charges and fees on deposit accounts	43,426			42,878			86,958			87,408
Other service charges, commissions and fees	38,554			43,958			72,780			85,643
Trust and wealth management income	8,057			7,179			14,431			13,933
Capital markets and foreign exchange	7,342			8,358			13,076			15,572
Dividends and other investment income	21,542			17,239			31,022			25,267
Loan sales and servicing income	10,287			9,836			18,639			15,849
Fair value and nonhedge derivative income (loss)	(6,784		)	4,195			(11,184		)	5,415
Equity securities gains (losses), net	107			(1,636		)	9,252			(739		)
Fixed income securities gains (losses), net	5,519			(2,396		)	6,239			(2,455		)
Impairment losses on investment securities:
Impairment losses on investment securities	(24,026		)	(6,339		)	(42,299		)	(9,444		)
Noncredit-related losses on securities not expected to be sold (recognized in other comprehensive income)	16,718			1,181			24,782			1,181
Net impairment losses on investment securities	(7,308		)	(5,158		)	(17,517		)	(8,263		)
Other	2,280			3,896			6,325			24,862
Total noninterest income	123,022			128,349			230,021			262,492
Noninterest expense:
Salaries and employee benefits	220,765			222,138			445,399			437,148
Occupancy, net	28,169			27,588			56,120			55,598
Furniture and equipment	27,302			26,153			54,094			51,815
Other real estate expense	6,440			17,903			14,250			42,070
Credit-related expense	12,415			17,124			25,900			32,037
Provision for unfunded lending commitments	4,868			(1,904		)	1,164			(11,444		)
Legal and professional services	12,947			8,432			24,043			15,121
Advertising	6,618			5,962			12,425			12,873
FDIC premiums	10,444			15,232			21,363			39,333
Amortization of core deposit and other intangibles	4,262			4,855			8,553			10,556
Other	67,426			72,773			130,717			139,524
Total noninterest expense	401,656			416,256			794,028			824,631
Income before income taxes	142,500			126,935			283,762			216,559
Income taxes	51,036			54,325			102,895			91,358
Net income	91,464			72,610			180,867			125,201
Net loss applicable to noncontrolling interests	(273		)	(265		)	(546		)	(491		)
Net income applicable to controlling interest	91,737			72,875			181,413			125,692
Preferred stock dividends	(36,522		)	(43,837		)	(100,709		)	(81,887		)
Net earnings applicable to common shareholders	$	55,215		$	29,038		$	80,704		$	43,805
Weighted average common shares outstanding during the period:
Basic shares	182,985			182,472			182,892			182,092
Diluted shares	183,137			182,728			183,050			182,365
Net earnings per common share:
Basic	$	0.30		$	0.16		$	0.44		$	0.24
Diluted	0.30			0.16			0.44			0.24

See accompanying notes to consolidated financial statements.

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ZIONS BANCORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

(In thousands)	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Net income	$	91,464		$	72,610		$	180,867		$	125,201
Other comprehensive income (loss), net of tax:
Net realized and unrealized holding gains (losses) on investments	6,431			(4,272		)	29,045			(36,060		)
Reclassification for net losses on investments included in earnings	821			4,636			6,619			6,590
Noncredit-related impairment losses on securities not expected to be sold	(10,323		)	(729		)	(15,303		)	(729		)
Accretion of securities with noncredit-related impairment losses not expected to be sold	367			73			532			99
Net unrealized losses on derivative instruments	(1,876		)	(5,036		)	(4,956		)	(13,095		)
Other comprehensive income (loss)	(4,580		)	(5,328		)	15,937			(43,195		)
Comprehensive income	86,884			67,282			196,804			82,006
Comprehensive loss applicable to noncontrolling interests	(273		)	(265		)	(546		)	(491		)
Comprehensive income applicable to controlling interest	$	87,157		$	67,547		$	197,350		$	82,497

See accompanying notes to consolidated financial statements.

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ZIONS BANCORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

(In thousands, except share and per share amounts)	Preferred stock			Common stock					Retained earnings			Accumulated other comprehensive income (loss)				Noncontrolling interests				Total shareholders’ equity
(In thousands, except share and per share amounts)	Preferred stock			Shares		Amount			Retained earnings			Accumulated other comprehensive income (loss)				Noncontrolling interests				Total shareholders’ equity
Balance at December 31, 2011	$	2,377,560		184,135,388		$	4,163,242		$	1,036,590			$	(592,084	)		$	(2,080	)	$	6,983,228
Net income (loss) for the period									181,413								(546		)	180,867
Other comprehensive income													15,937							15,937
Issuance of preferred stock	143,750					(2,408		)												141,342
Preferred stock redemption	(842,500		)			3,830			(3,830		)									(842,500		)
Subordinated debt converted to preferred stock	93,568					(13,602		)												79,966
Net activity under employee plans and related tax benefits				(17,866	)	6,463														6,463
Dividends on preferred stock	28,095								(100,709		)									(72,614		)
Dividends on common stock, $0.02 per share									(3,704		)									(3,704		)
Change in deferred compensation									360											360
Other changes in noncontrolling interests																	18			18
Balance at June 30, 2012	$	1,800,473		184,117,522		$	4,157,525		$	1,110,120			$	(576,147	)		$	(2,608	)	$	6,489,363

Balance at December 31, 2010	$	2,056,672		182,784,086		$	4,163,619		$	889,284			$	(461,296	)		$	(1,065	)	$	6,647,214
Net income (loss) for the period									125,692								(491		)	125,201
Other comprehensive loss													(43,195		)					(43,195		)
Subordinated debt converted to preferred stock	262,062					(37,744		)												224,318
Issuance of common stock				1,067,540		25,048														25,048
Net activity under employee plans and related tax benefits				459,664		7,446														7,446
Dividends on preferred stock	10,636								(81,887		)									(71,251		)
Dividends on common stock, $0.02 per share									(3,653		)									(3,653		)
Change in deferred compensation									1,909											1,909
Other changes in noncontrolling interests																	54			54
Balance at June 30, 2011	$	2,329,370		184,311,290		$	4,158,369		$	931,345			$	(504,491	)		$	(1,502	)	$	6,913,091

See accompanying notes to consolidated financial statements.

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ZIONS BANCORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(In thousands)	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net income for the period	$	91,464		$	72,610		$	180,867		$	125,201
Adjustments to reconcile net income to net cash provided by operating activities:
Net impairment losses on investment securities	7,308			5,158			17,517			8,263
Provision for credit losses	15,721			(574		)	27,681			49,886
Depreciation and amortization	62,166			105,790			119,309			195,596
Deferred income tax expense (benefit)	(630		)	33,913			19,055			87,703
Net increase (decrease) in trading securities	(1,506		)	5,397			19,734			(2,485		)
Net decrease in loans held for sale	50,464			41,041			71,377			69,512
Net write-downs of and losses from sales of other real estate owned	5,509			14,363			13,341			34,113
Change in other liabilities	(11,731		)	29,928			(30,530		)	(6,896		)
Change in other assets	38,398			41,334			88,823			59,488
Other, net	3,544			(2,734		)	(18,372		)	(4,934		)
Net cash provided by operating activities	260,707			346,226			508,802			615,447

CASH FLOWS FROM INVESTING ACTIVITIES
Net increase in money market investments	(288,671		)	(291,604		)	(847,650		)	(341,811		)
Proceeds from maturities and paydowns of investment securities held-to-maturity	34,106			12,923			54,685			42,031
Purchases of investment securities held-to-maturity	(24,461		)	(21,316		)	(33,738		)	(26,809		)
Proceeds from sales, maturities, and paydowns of investment securities available-for-sale	235,192			277,419			676,174			579,669
Purchases of investment securities available-for-sale	(187,627		)	(238,577		)	(593,930		)	(518,463		)
Proceeds from sales of loans and leases	13,478			16,182			39,787			17,264
Net loan and lease collections (originations)	(397,181		)	(492,134		)	18,230			(536,945		)
Net decrease in other noninterest-bearing investments	6,445			5,522			12,174			10,318
Net purchases of premises and equipment	(17,655		)	(19,295		)	(32,817		)	(39,480		)
Proceeds from sales of other real estate owned	58,485			95,036			97,884			186,877
Net cash paid for sale of branch	—			—			(22,568		)	—
Net cash used in investing activities	(567,889		)	(655,844		)	(631,769		)	(627,349		)

CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits	61,160			598,817			313,997			256,275
Net change in short-term funds borrowed	318,039			(190,675		)	149,208			(110,583		)
Proceeds from issuance of long-term debt	266,636			30,250			599,386			30,250
Repayments of long-term debt	(255,038		)	(175		)	(255,179		)	(331		)
Cash paid for preferred stock redemption	(142,500		)	—			(842,500		)	—
Proceeds from issuance of common stock and preferred stock	141,661			195			142,003			25,407
Dividends paid on common and preferred stock	(35,522		)	(40,303		)	(76,318		)	(74,904		)
Other, net	(4,767		)	(2,603		)	(7,307		)	(3,310		)
Net cash provided by financing activities	349,669			395,506			23,290			122,804
Net increase (decrease) in cash and due from banks	42,487			85,888			(99,677		)	110,902
Cash and due from banks at beginning of period	1,082,186			949,140			1,224,350			924,126
Cash and due from banks at end of period	$	1,124,673		$	1,035,028		$	1,124,673		$	1,035,028

Cash paid for interest	$	44,539		$	51,039		$	107,328		$	142,320
Net cash paid (refund received) for income taxes	9,771			536			(11,897		)	428

See accompanying notes to consolidated financial statements.

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ZIONS BANCORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

June 30, 2012


1.	BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of Zions Bancorporation (“the Parent”) and its majority-owned subsidiaries (collectively “the Company,” “Zions,” “we,” “our,” “us”) have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. References to GAAP as promulgated by the Financial Accounting Standards Board (“FASB”) are made according to sections of the Accounting Standards Codification (“ASC”) and to Accounting Standards Updates (“ASU”). Certain prior period amounts have been reclassified to conform to the current period presentation.

Operating results for the three and six months ended June 30, 2012 and 2011 are not necessarily indicative of the results that may be expected in future periods. The consolidated balance sheet at December 31, 2011 is from the audited financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s 2011 Annual Report on Form 10-K.

The Company provides a full range of banking and related services through banking subsidiaries in ten Western and Southwestern states as follows: Zions First National Bank (“Zions Bank”), in Utah and Idaho; California Bank & Trust (“CB&T”); Amegy Corporation (“Amegy”) and its subsidiary, Amegy Bank, in Texas; National Bank of Arizona (“NBA”); Nevada State Bank (“NSB”); Vectra Bank Colorado (“Vectra”), in Colorado and New Mexico; The Commerce Bank of Washington (“TCBW”); and The Commerce Bank of Oregon (“TCBO”). The Parent also owns and operates certain nonbank subsidiaries that engage in wealth management and other financial related services.


2.	CERTAIN RECENT ACCOUNTING PRONOUNCEMENTS

In December 2011, the FASB issued ASU 2011-11, Disclosures about Offsetting Assets and Liabilities. This new guidance under ASC 210, Balance Sheet, provides convergence to International Financial Reporting Standards (“IFRS”) to provide common disclosure requirements for the offsetting of financial instruments. Existing GAAP guidance allowing balance sheet offsetting, including industry-specific guidance, remains unchanged. The new guidance is effective on a retrospective basis, including all prior periods presented, for interim and annual periods beginning on or after January 1, 2013. Management is currently evaluating the impact this new guidance may have on the disclosures in the Company’s financial statements.

In June 2011, the FASB issued ASU 2011-05, Presentation of Comprehensive Income. This new accounting guidance under ASC 220, Comprehensive Income, provides convergence to IFRS and no longer allows presentation of the components of other comprehensive income (“OCI”) in the statement of changes in shareholders’ equity. We adopted this new guidance effective January 1, 2012 as required and elected to present the components of OCI in a separate statement consecutive to the statement of income. There was otherwise no effect on the accompanying financial statements.

In December 2011, the FASB issued ASU 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. This ASU under ASC 220 defers the requirements of ASU 2011-05 to display reclassification adjustments for each component of OCI in both the statement of income and the statement of comprehensive income and to present the components of OCI in interim financial statements. During 2012, the FASB has indicated it will reconsider the reclassification requirements and the timing of their implementation. Management is currently evaluating the impact this ASU will have on the disclosures in the Company’s financial statements.

In April 2011, the FASB issued ASU 2011-03, Reconsideration of Effective Control for Repurchase Agreements. The primary feature of this new accounting guidance under ASC 860, Transfers and Servicing, relates to the criteria that determine whether a sale or a secured borrowing occurred based on the transferor’s maintenance of effective control over the transferred financial assets. The new guidance focuses on the transferor’s contractual rights and obligations with respect to the transferred financial assets and not on the transferor’s ability to perform under those rights and obligations. Accordingly, the collateral maintenance

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ZIONS BANCORPORATION AND SUBSIDIARIES

requirement is eliminated by ASU 2011-3 from the assessment of effective control. We adopted this new guidance effective January 1, 2012 as required. There was no material effect on the accompanying financial statements.

Additional recent accounting pronouncements are discussed where applicable in the Notes to Consolidated Financial Statements.


3.	SUPPLEMENTAL CASH FLOW INFORMATION

Noncash activities are summarized as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2012		2011		2012		2011
Loans transferred to other real estate owned	$	51,724	$	85,129	$	104,299	$	174,658
Beneficial conversion feature transferred from common stock to preferred stock as a result of subordinated debt conversions	8,537		23,139		13,602		37,744
Subordinated debt converted to preferred stock	50,192		138,469		79,966		224,318


4.	INVESTMENT SECURITIES

Investment securities are summarized as follows:

	June 30, 2012
			Recognized in OCI ¹						Not recognized in OCI
(In thousands)	Amortized cost		Gross unrealized gains		Gross unrealized losses		Carrying value		Gross unrealized gains		Gross unrealized losses		Estimated fair value
Held-to-maturity
Municipal securities	$	543,367	$	—	$	—	$	543,367	$	14,780	$	435	$	557,712
Asset-backed securities:
Trust preferred securities – banks and insurance	262,511		—		53,472		209,039		282		63,637		145,684
Other	23,383		—		2,873		20,510		246		8,542		12,214
Other debt securities	100		—		—		100		—		—		100
	$	829,361	$	—	$	56,345	$	773,016	$	15,308	$	72,614	$	715,710
Available-for-sale
U.S. Treasury securities	$	4,379	$	259	$	—	$	4,638					$	4,638
U.S. Government agencies and corporations:
Agency securities	138,364		5,298		138		143,524						143,524
Agency guaranteed mortgage-backed securities	476,200		20,463		50		496,613						496,613
Small Business Administration loan-backed securities	1,179,718		18,481		1,960		1,196,239						1,196,239
Municipal securities	118,189		3,273		2,385		119,077						119,077
Asset-backed securities:
Trust preferred securities – banks and insurance	1,757,601		13,052		844,019		926,634						926,634
Trust preferred securities – real estate investment trusts	40,361		—		25,930		14,431						14,431
Auction rate securities	7,149		94		77		7,166						7,166
Other	54,795		932		9,435		46,292						46,292
	3,776,756		61,852		883,994		2,954,614						2,954,614
Mutual funds and other	212,792		202		18		212,976						212,976
	$	3,989,548	$	62,054	$	884,012	$	3,167,590					$	3,167,590

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	December 31, 2011
			Recognized in OCI ¹						Not recognized in OCI
(In thousands)	Amortized cost		Gross unrealized gains		Gross unrealized losses		Carrying value		Gross unrealized gains		Gross unrealized losses		Estimated fair value
Held-to-maturity
Municipal securities	$	564,468	$	—	$	—	$	564,468	$	8,807	$	1,083	$	572,192
Asset-backed securities:
Trust preferred securities – banks and insurance	262,853		—		40,546		222,307		207		78,191		144,323
Other	24,310		—		3,381		20,929		303		7,868		13,364
Other debt securities	100		—		—		100		—		5		95
	$	851,731	$	—	$	43,927	$	807,804	$	9,317	$	87,147	$	729,974
Available-for-sale
U.S. Treasury securities	$	4,330	$	304	$	—	$	4,634					$	4,634
U.S. Government agencies and corporations:
Agency securities	153,179		5,423		122		158,480						158,480
Agency guaranteed mortgage-backed securities	535,228		18,211		102		553,337						553,337
Small Business Administration loan-backed securities	1,153,039		12,119		4,496		1,160,662						1,160,662
Municipal securities	120,677		3,191		1,700		122,168						122,168
Asset-backed securities:
Trust preferred securities – banks and insurance	1,794,427		15,792		880,509		929,710						929,710
Trust preferred securities – real estate investment trusts	40,259		—		21,614		18,645						18,645
Auction rate securities	71,338		164		1,482		70,020						70,020
Other	64,646		1,028		15,302		50,372						50,372
	3,937,123		56,232		925,327		3,068,028						3,068,028
Mutual funds and other	162,606		167		6		162,767						162,767
	$	4,099,729	$	56,399	$	925,333	$	3,230,795					$	3,230,795

¹The gross unrealized losses recognized in OCI resulted from a previous transfer of available-for-sale (“AFS”) securities to held-to-maturity (“HTM”).

The amortized cost and estimated fair value of investment debt securities are shown subsequently as of June 30, 2012 by expected maturity distribution for structured asset-backed collateralized debt obligations (“ABS CDOs”) and by contractual maturity distribution for other debt securities. Actual maturities may differ from expected or contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties:



	Held-to-maturity				Available-for-sale
(In thousands)	Amortized cost		Estimated fair value		Amortized cost		Estimated fair value
Due in one year or less	$	54,912	$	55,321	$	450,929	$	420,393
Due after one year through five years	207,047		201,654		1,108,393		1,006,558
Due after five years through ten years	172,813		154,922		690,377		602,812
Due after ten years	394,589		303,813		1,527,057		924,851
	$	829,361	$	715,710	$	3,776,756	$	2,954,614

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The following is a summary of the amount of gross unrealized losses for debt securities and the estimated fair value by length of time the securities have been in an unrealized loss position:

	June 30, 2012
	Less than 12 months				12 months or more				Total
(In thousands)	Gross unrealized losses		Estimated fair value		Gross unrealized losses		Estimated fair value		Gross unrealized losses		Estimated fair value
Held-to-maturity
Municipal securities	$	225	$	11,399	$	210	$	14,646	$	435	$	26,045
Asset-backed securities:
Trust preferred securities – banks and insurance	—		—		117,109		145,346		117,109		145,346
Other	—		—		11,415		11,232		11,415		11,232
	$	225	$	11,399	$	128,734	$	171,224	$	128,959	$	182,623
Available-for-sale
U.S. Government agencies and corporations:
Agency securities	$	54	$	21,836	$	84	$	7,168	$	138	$	29,004
Agency guaranteed mortgage-backed securities	48		11,668		2		241		50		11,909
Small Business Administration loan-backed securities	235		56,975		1,725		165,355		1,960		222,330
Municipal securities	169		5,420		2,216		11,478		2,385		16,898
Asset-backed securities:
Trust preferred securities – banks and insurance	1,162		37,728		842,857		706,134		844,019		743,862
Trust preferred securities – real estate investment trusts	—		—		25,930		14,431		25,930		14,431
Auction rate securities	27		2,038		50		1,057		77		3,095
Other	—		—		9,435		15,701		9,435		15,701
	1,695		135,665		882,299		921,565		883,994		1,057,230
Mutual funds and other	18		20,053		—		—		18		20,053
	$	1,713	$	155,718	$	882,299	$	921,565	$	884,012	$	1,077,283

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	December 31, 2011
	Less than 12 months				12 months or more				Total
(In thousands)	Gross unrealized losses		Estimated fair value		Gross unrealized losses		Estimated fair value		Gross unrealized losses		Estimated fair value


Held-to-maturity
Municipal securities	$	415	$	10,855	$	668	$	22,188	$	1,083	$	33,043
Asset-backed securities:
Trust preferred securities – banks and insurance	—		—		118,737		144,053		118,737		144,053
Other	—		—		11,249		13,364		11,249		13,364
Other debt securities	5		95		—		—		5		95
	$	420	$	10,950	$	130,654	$	179,605	$	131,074	$	190,555
Available-for-sale
U.S. Government agencies and corporations:
Agency securities	$	60	$	13,308	$	62	$	3,880	$	122	$	17,188
Agency guaranteed mortgage-backed securities	102		52,267		—		—		102		52,267
Small Business Administration loan-backed securities	1,783		260,865		2,713		191,339		4,496		452,204
Municipal securities	1,305		15,011		395		4,023		1,700		19,034
Asset-backed securities:
Trust preferred securities – banks and insurance	—		—		880,509		695,365		880,509		695,365
Trust preferred securities – real estate investment trusts	—		—		21,614		18,645		21,614		18,645
Auction rate securities	158		27,998		1,324		34,115		1,482		62,113
Other	—		—		15,302		18,585		15,302		18,585
	3,408		369,449		921,919		965,952		925,327		1,335,401
Mutual funds and other	6		167		—		—		6		167
	$	3,414	$	369,616	$	921,919	$	965,952	$	925,333	$	1,335,568

At June 30, 2012 and December 31, 2011, respectively, 89 and 72 HTM and 365 and 525 AFS investment securities were in an unrealized loss position.

Other-Than-Temporary Impairment

We conduct a formal review of investment securities on a quarterly basis for the presence of other-than-temporary impairment (“OTTI”). We assess whether OTTI is present when the fair value of a debt security is less than its amortized cost basis at the balance sheet date. Under these circumstances, OTTI is considered to have occurred if (1) we intend to sell the security; (2) it is “more likely than not” we will be required to sell the security before recovery of its amortized cost basis; or (3) the present value of expected cash flows is not sufficient to recover the entire amortized cost basis.

Credit-related OTTI is recognized in earnings while noncredit-related OTTI on securities not expected to be sold is recognized in OCI. Noncredit-related OTTI is based on other factors, including illiquidity. Presentation of OTTI is made in the statement of income on a gross basis with an offset for the amount of OTTI recognized in OCI. For securities classified as HTM, the amount of noncredit-related OTTI recognized in OCI is accreted to the credit-adjusted expected cash flow amounts of the securities over future periods.

Our 2011 Annual Report on Form 10-K describes in more detail our OTTI evaluation process. The following summarizes the conclusions from our OTTI evaluation for those security types that have significant gross unrealized losses at June 30, 2012:

OTTI – Municipal Securities

The HTM securities are purchased directly from municipalities and are generally not rated by a credit rating agency. The AFS securities are rated as investment grade by various credit rating agencies. Both the HTM and AFS securities are at fixed and variable rates with maturities from one to 25 years. Fair value changes of these securities are largely driven by interest rates. We perform credit quality reviews on these securities at each reporting period. Because the decline in fair value is not attributable to credit quality, no OTTI for these securities was recorded for the three months ended June 30, 2012.

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OTTI – Asset-Backed Securities

Trust preferred securities – banks and insurance: These CDO securities are interests in variable rate pools of trust preferred securities related to banks and insurance companies (“collateral issuers”). They are rated by one or more Nationally Recognized Statistical Rating Organizations (“NRSROs”), which are rating agencies registered with the Securities and Exchange Commission (“SEC”). They were purchased generally at par. The primary drivers that have given rise to the unrealized losses on CDOs with bank and insurance collateral are listed below:

Market yield requirements for bank CDO securities remain very high. The credit crisis resulted in significant utilization of both the unique five-year deferral option each collateral issuer maintains during the life of the CDO and the ability of junior CDO bonds to defer the payment of current interest. The resulting increase in the rate of return demanded by the market for trust preferred CDOs remains dramatically higher than the effective interest rates. All structured product fair values, including bank CDOs, deteriorated significantly during the credit crisis, generally reaching a low in mid-2009. Prices for some structured products, other than bank CDOs, have since rebounded as the crucial unknowns related to value became resolved and as trading increased in these securities. Unlike these other structured products, CDO tranches backed by bank trust preferred securities continue to have unresolved questions surrounding collateral behavior, specifically including, but not limited to, the future number, size and timing of bank failures, and of allowed deferrals and subsequent resumption of payment of contractual interest.

Structural features of the collateral make these CDO tranches difficult for market participants to model. The first feature unique to bank CDOs is the interest deferral feature previously discussed. During the credit crisis starting in 2008, certain banks within our CDO pools have exercised this prerogative. The extent to which these deferrals either transition to default or alternatively come current prior to the five-year deadline is extremely difficult for market participants to assess. Our CDO pools include banks which first exercised this deferral option in the second quarter of 2008. At June 30, 2012, 53 banks in our CDO pools had come current after a period of deferral, while 215 were deferring, but remained within the allowed deferral period.

A second structural feature that is difficult to model is the payment in kind (“PIK”) feature which provides that upon reaching certain levels of collateral default or deferral, certain junior CDO tranches will not receive current interest but will instead have the interest amount that is unpaid be capitalized or deferred. The cash flow that would otherwise be paid to the junior CDO securities and the income notes is instead used to pay down the principal balance of the most senior CDO securities. If the current market yield required by market participants equaled the effective interest rate of a security, a market participant should be indifferent between receiving current interest and capitalizing and compounding interest for later payment. However, given the difference between current market rates and effective interest rates of the securities, market participants are not indifferent. The delay in payment caused by PIKing results in lower security fair values even if PIKing is projected to be fully cured. This feature is difficult to model and assess. It increases the risk premium the market applies to these securities.

Ratings are generally below-investment-grade for even some of the most senior tranches. Rating agency opinions can vary significantly on a CDO tranche. The presence of a below-investment-grade rating by even a single rating agency will severely limit the pool of buyers, which causes greater illiquidity and therefore most likely a higher implicit discount rate/lower price with regard to that CDO tranche.


4)	There is a lack of consistent disclosure by each CDO’s trustee of the identity of collateral issuers; in addition, complex structures make projecting tranche return profiles difficult for non-specialists in the product.


5)	At purchase, the expectation of cash flow variability was limited. As a result of the credit crisis, we have seen extreme variability of collateral performance both compared to expectations and between different pools.

Our ongoing review of these securities determined that OTTI should be recorded for the three months ended June 30, 2012.

Trust preferred securities – real estate investment trusts (“REITs”): These CDO securities are variable rate pools of trust preferred securities primarily related to REITs, and are rated by one or more NRSROs. They were purchased generally at par. Unrealized losses were caused mainly by severe deterioration in mortgage REITs and homebuilder credit in addition to the same factors previously discussed for banks and insurance CDOs. Based on our review, no OTTI for these securities was recorded for the three months ended June 30, 2012.

Other asset-backed securities: Most of these CDO securities were purchased in 2009 from Lockhart Funding LLC at their carrying values and then adjusted to fair value. Certain of these CDOs consist of ABS CDOs (also known as diversified structured finance CDOs). Unrealized losses since acquisition were caused mainly by deterioration in collateral quality and widening of credit spreads for asset backed securities. Based on our review, no OTTI for these securities was recorded for the three months ended June 30, 2012.

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OTTI – U.S. Government Agencies and Corporations

Small Business Administration (“SBA”) Loan-Backed Securities: These securities were generally purchased at premiums with maturities from five to 25 years and have principal cash flows guaranteed by the SBA. Because the decline in fair value is not attributable to credit quality, no OTTI for these securities was recorded for the three months ended June 30, 2012.

The following is a tabular rollforward of the total amount of credit-related OTTI, including amounts recognized in earnings:

(In thousands)	Three Months Ended June 30, 2012									Six Months Ended June 30, 2012
	HTM			AFS			Total			HTM			AFS			Total
Balance of credit-related OTTI at beginning of period	$	(6,126	)	$	(308,216	)	$	(314,342	)	$	(6,126	)	$	(314,860	)	$	(320,986	)
Additions recognized in earnings during the period:
Credit-related OTTI not previously recognized ¹	(341		)	—			(341		)	(341		)	—			(341		)
Credit-related OTTI previously recognized when there is no intent to sell and no requirement to sell before recovery of amortized cost basis²	—			(6,967		)	(6,967		)	—			(17,176		)	(17,176		)
Subtotal of amounts recognized in earnings	(341		)	(6,967		)	(7,308		)	(341		)	(17,176		)	(17,517		)
Reductions for securities sold during the period				—			—						16,853			16,853
Balance of credit-related OTTI at end of period	$	(6,467	)	$	(315,183	)	$	(321,650	)	$	(6,467	)	$	(315,183	)	$	(321,650	)



(In thousands)	Three Months Ended June 30, 2011									Six Months Ended June 30, 2011
	HTM			AFS			Total			HTM			AFS			Total
Balance of credit-related OTTI at beginning of period	$	(5,357	)	$	(312,353	)	$	(317,710	)	$	(5,357	)	$	(335,682	)	$	(341,039	)
Additions recognized in earnings during the period:
Credit-related OTTI previously recognized when there is no intent to sell and no requirement to sell before recovery of amortized cost basis²	—			(5,158		)	(5,158		)	—			(8,263		)	(8,263		)
Subtotal of amounts recognized in earnings	—			(5,158		)	(5,158		)	—			(8,263		)	(8,263		)
Reductions for securities sold during the period				27,302			27,302						53,736			53,736
Balance of credit-related OTTI at end of period	$	(5,357	)	$	(290,209	)	$	(295,566	)	$	(5,357	)	$	(290,209	)	$	(295,566	)

¹Relates to securities not previously impaired.

²Relates to additional impairment on securities previously impaired.

To determine the credit component of OTTI for all security types, we utilize projected cash flows as the best estimate of fair value. These cash flows are credit adjusted using, among other things, assumptions for default probability assigned to each portion of performing collateral. The credit adjusted cash flows are discounted at a security specific coupon rate to identify any OTTI, and then at a market rate for valuation purposes.

For those securities with credit-related OTTI recognized in the statement of income, the amounts of pretax noncredit-related OTTI recognized in OCI were as follows:



(In thousands)	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
HTM	$	16,718	$	—	$	16,718	$	—
AFS	—		1,181		8,064		1,181
	$	16,718	$	1,181	$	24,782	$	1,181

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During the three and six months ended June 30, nontaxable interest income on securities was $4.7 million and $9.5 million in 2012, and $5.4 million and $11.2 million in 2011, respectively.

The following summarizes gains and losses, including OTTI, that were recognized in the statement of income:

		Three Months Ended										Six Months Ended
		June 30, 2012					June 30, 2011					June 30, 2012					June 30, 2011
	(In thousands)	Gross gains		Gross losses			Gross gains		Gross losses			Gross gains		Gross losses			Gross gains		Gross losses
	(In thousands)	Gross gains		Gross losses			Gross gains		Gross losses			Gross gains		Gross losses			Gross gains		Gross losses
	Investment securities:
	Held-to-maturity	$	49	$	341		$	71	$	—		$	98	$	341		$	117	$	—
	Available-for-sale	5,470		6,967			4,063		11,688			11,929		22,964			7,582		18,417
	Other noninterest-bearing investments:
	Nonmarketable equity securities	10,518		10,411			—		1,636			19,721		10,469			1,068		1,807
		16,037		17,719			4,134		13,324			31,748		33,774			8,767		20,224
	Net losses			$	(1,682	)			$	(9,190	)			$	(2,026	)			$	(11,457	)
	Statement of income information:
	Net impairment losses on investment securities			$	(7,308	)			$	(5,158	)			$	(17,517	)			$	(8,263	)
	Equity securities gains (losses), net			107					(1,636		)			9,252					(739		)
	Fixed income securities gains (losses), net			5,519					(2,396		)			6,239					(2,455		)
	Net losses			$	(1,682	)			$	(9,190	)			$	(2,026	)			$	(11,457	)

Gains and losses on the sale of securities are recognized using the specific identification method and recorded in noninterest income.

Securities with a carrying value of $1.3 billion at June 30, 2012 and $1.5 billion at December 31, 2011 were pledged to secure public and trust deposits, advances, and for other purposes as required by law. Securities are also pledged as collateral for security repurchase agreements.

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5.	LOANS AND ALLOWANCE FOR CREDIT LOSSES

Loans and Loans Held for Sale

Loans are summarized as follows according to major portfolio segment and specific loan class:



(In thousands)	June 30, 2012		December 31, 2011
Loans held for sale	$	139,245	$	201,590
Commercial:
Commercial and industrial	$	10,382,676	$	10,334,858
Leasing	406,502		379,709
Owner occupied	7,810,636		8,158,556
Municipal	476,668		441,241
Total commercial	19,076,482		19,314,364
Commercial real estate:
Construction and land development	2,099,064		2,264,909
Term	8,011,281		7,883,434
Total commercial real estate	10,110,345		10,148,343
Consumer:
Home equity credit line	2,180,857		2,187,428
1-4 family residential	4,018,858		3,921,216
Construction and other consumer real estate	327,867		305,873
Bankcard and other revolving plans	284,112		291,018
Other	232,583		225,540
Total consumer	7,044,277		6,931,075
FDIC-supported loans	642,246		750,870
Total loans	$	36,873,350	$	37,144,652

FDIC-supported loans were acquired during 2009 and are indemnified by the Federal Deposit Insurance Corporation (“FDIC”) under loss sharing agreements. The FDIC-supported loan balances presented in the accompanying schedules include purchased credit-impaired loans accounted for at their carrying values rather than their outstanding balances. See subsequent discussion under Purchased Loans.

Loan balances are presented net of unearned income and fees, which amounted to $133.1 million at both June 30, 2012 and December 31, 2011.

Owner occupied and commercial real estate loans include unamortized premiums of approximately $64.8 million at June 30, 2012 and $73.4 million at December 31, 2011.

Municipal loans generally include loans to municipalities with the debt service being repaid from general funds or pledged revenues of the municipal entity, or to private commercial entities or 501(c)(3) not-for-profit entities utilizing a pass-through municipal entity to achieve favorable tax treatment.

Loans with a carrying value of approximately $21.0 billion at June 30, 2012 and $21.1 billion at December 31, 2011 have been made available for pledging at the Federal Reserve and various Federal Home Loan Banks as collateral for current and potential borrowings.

We sold loans totaling $449 million and $875 million for the three and six months ended June 30, 2012, and $392 million and $850 million for the three and six months ended June 30, 2011, respectively, that were previously classified as loans held for sale. Amounts added to loans held for sale during these periods were $401 million and $808 million for the three and six months ended June 30, 2012 and $353 million and $788 million for the three and six months ended June 30, 2011, respectively. Income from loans sold, excluding servicing, was $7.9 million and $14.0 million for the three and six months ended June 30, 2012 and $7.0 million and $10.1 million for the three and six months ended June 30, 2011.

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Allowance for Credit Losses

The allowance for credit losses (“ACL”) consists of the allowance for loan and lease losses (“ALLL,” also referred to as the allowance for loan losses) and the reserve for unfunded lending commitments (“RULC”).

Allowance for Loan and Lease Losses

The ALLL represents our estimate of probable and estimable losses inherent in the loan and lease portfolio as of the balance sheet date. Losses are charged to the ALLL when recognized. Generally, commercial loans are charged off or charged down at the point at which they are determined to be uncollectible in whole or in part, or when 180 days past due unless the loan is well secured and in the process of collection. Consumer loans are either charged off or charged down to net realizable value no later than the month in which they become 180 days past due. Closed-end loans that are not secured by residential real estate are either charged off or charged down to net realizable value no later than the month in which they become 120 days past due. We establish the amount of the ALLL by analyzing the portfolio at least quarterly, and we adjust the provisions for loan losses so the ALLL is at an appropriate level at the balance sheet date.

We determine our ALLL as the best estimate within a range of estimated losses. The methodologies we use to estimate the ALLL depend upon the impairment status and portfolio segment of the loan. The methodology for impaired loans is discussed subsequently. For the commercial and commercial real estate segments, we use a comprehensive loan grading system to assign probability of default and loss given default grades to each loan. The credit quality indicators discussed subsequently are based on this grading system. Probability of default and loss given default grades are based on both financial and statistical models and loan officers’ judgment. We create groupings of these grades for each subsidiary bank and loan class and calculate historic loss rates using a loss migration analysis that attributes historic realized losses to historic loan grades over the most recent 60 months.

For the consumer loan segment, we use roll rate models to forecast probable inherent losses. Roll rate models measure the rate at which consumer loans migrate from one delinquency category to the next worse delinquency category, and eventually to loss. We estimate roll rates for consumer loans using recent delinquency and loss experience. These roll rates are then applied to current delinquency levels to estimate probable inherent losses.

For FDIC-supported loans purchased with evidence of credit deterioration, we determine the ALLL according to separate accounting guidance. The accounting for these loans, including the allowance calculation, is described in the Purchased Loans section following.

After applying historic loss experience, as described above, we review the quantitatively derived level of ALLL for each segment using qualitative criteria. We track various risk factors that influence our judgment regarding the level of the ALLL across the portfolio segments. Primary qualitative and environmental factors that may not be reflected in our quantitative models include:


•	Asset quality trends


•	Risk management and loan administration practices


•	Risk identification practices


•	Effect of changes in the nature and volume of the portfolio


•	Existence and effect of any portfolio concentrations


•	National economic and business conditions


•	Regional and local economic and business conditions


•	Data availability and applicability

We review changes in these factors to ensure that changes in the level of the ALLL are directionally consistent with changes in these factors. The magnitude of the impact of these factors on our qualitative assessment of the ALLL changes from quarter to quarter according to the extent these factors are already reflected in historic loss rates and according to the extent these factors diverge from one another. We also consider the uncertainty inherent in the estimation process when evaluating the ALLL.

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Reserve for Unfunded Lending Commitments

We also estimate a reserve for potential losses associated with off-balance sheet commitments and standby letters of credit. We determine the RULC using the same procedures and methodologies that we use for the ALLL. The loss factors used in the RULC are the same as the loss factors used in the ALLL, and the qualitative adjustments used in the RULC are the same as the qualitative adjustments used in the ALLL. We adjust the Company’s unfunded lending commitments that are not unconditionally cancelable to an outstanding amount equivalent using credit conversion factors and we apply the loss factors to the outstanding equivalents.

Changes in the allowance for credit losses are summarized as follows:

	Three Months Ended June 30, 2012
(In thousands)	Commercial			Commercial real estate			Consumer			FDIC- supported ¹			Total
Allowance for loan losses:
Balance at beginning of period	$	631,169		$	248,744		$	109,101		$	21,045		$	1,010,059
Additions:
Provision for loan losses	5,733			(6,271		)	12,455			(1,064		)	10,853
Adjustment for FDIC-supported loans										(5,856		)	(5,856		)
Deductions:
Gross loan and lease charge-offs	(31,576		)	(22,823		)	(17,322		)	(1,964		)	(73,685		)
Recoveries	11,033			12,399			(1,843		)	8,756			30,345
Net loan and lease charge-offs	(20,543		)	(10,424		)	(19,165		)	6,792			(43,340		)
Balance at end of period	$	616,359		$	232,049		$	102,391		$	20,917		$	971,716

Reserve for unfunded lending commitments:
Balance at beginning of period	$	72,002		$	25,799		$	917		$	—		$	98,718
Provision charged (credited) to earnings	(1,449		)	5,864			453			—			4,868
Balance at end of period	$	70,553		$	31,663		$	1,370		$	—		$	103,586

Total allowance for credit losses at end of period:
Allowance for loan losses	$	616,359		$	232,049		$	102,391		$	20,917		$	971,716
Reserve for unfunded lending commitments	70,553			31,663			1,370			—			103,586
Total allowance for credit losses	$	686,912		$	263,712		$	103,761		$	20,917		$	1,075,302

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	Six Months Ended June 30, 2012
(In thousands)	Commercial			Commercial real estate			Consumer			FDIC- supported ¹			Total
Allowance for loan losses:
Balance at beginning of period	$	627,825		$	275,546		$	123,115		$	23,472		$	1,049,958
Additions:
Provision for loan losses	32,898			(18,410		)	12,407			(378		)	26,517
Adjustment for FDIC-supported loans										(6,913		)	(6,913		)
Deductions:
Gross loan and lease charge-offs	(65,053		)	(49,834		)	(34,331		)	(4,481		)	(153,699		)
Recoveries	20,689			24,747			1,200			9,217			55,853
Net loan and lease charge-offs	(44,364		)	(25,087		)	(33,131		)	4,736			(97,846		)
Balance at end of period	$	616,359		$	232,049		$	102,391		$	20,917		$	971,716

Reserve for unfunded lending commitments:
Balance at beginning of period	$	77,232		$	23,572		$	1,618		$	—		$	102,422
Provision charged (credited) to earnings	(6,679		)	8,091			(248		)	—			1,164
Balance at end of period	$	70,553		$	31,663		$	1,370		$	—		$	103,586

Total allowance for credit losses at end of period:
Allowance for loan losses	$	616,359		$	232,049		$	102,391		$	20,917		$	971,716
Reserve for unfunded lending commitments	70,553			31,663			1,370			—			103,586
Total allowance for credit losses	$	686,912		$	263,712		$	103,761		$	20,917		$	1,075,302



	Three Months Ended June 30, 2011
(In thousands)	Commercial			Commercial real estate			Consumer			FDIC- supported ¹			Total
Allowance for loan losses:
Balance at beginning of period	$	694,090		$	480,514		$	148,110		$	27,086		$	1,349,800
Additions:
Provision for loan losses	9,825			(33,567		)	21,990			3,082			1,330
Adjustment for FDIC-supported loans										(162		)	(162		)
Deductions:
Gross loan and lease charge-offs	(49,673		)	(64,811		)	(23,611		)	(4,349		)	(142,444		)
Recoveries	13,404			10,716			3,284			1,805			29,209
Net loan and lease charge-offs	(36,269		)	(54,095		)	(20,327		)	(2,544		)	(113,235		)
Balance at end of period	$	667,646		$	392,852		$	149,773		$	27,462		$	1,237,733

Reserve for unfunded lending commitments:
Balance at beginning of period	$	74,429		$	26,300		$	1,439		$	—		$	102,168
Provision charged (credited) to earnings	653			(2,448		)	(109		)	—			(1,904		)
Balance at end of period	$	75,082		$	23,852		$	1,330		$	—		$	100,264

Total allowance for credit losses at end of period:
Allowance for loan losses	$	667,646		$	392,852		$	149,773		$	27,462		$	1,237,733
Reserve for unfunded lending commitments	75,082			23,852			1,330			—			100,264
Total allowance for credit losses	$	742,728		$	416,704		$	151,103		$	27,462		$	1,337,997

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	Six Months Ended June 30, 2011
(In thousands)	Commercial			Commercial real estate			Consumer			FDIC- supported ¹			Total
Allowance for loan losses:
Balance at beginning of period	$	761,107		$	487,235		$	154,326		$	37,673		$	1,440,341
Additions:
Provision for loan losses	(9,900		)	28,295			37,946			4,989			61,330
Adjustment for FDIC-supported loans										(4,676		)	(4,676		)
Deductions:
Gross loan and lease charge-offs	(109,056		)	(138,191		)	(49,932		)	(13,233		)	(310,412		)
Recoveries	25,495			15,513			7,433			2,709			51,150
Net loan and lease charge-offs	(83,561		)	(122,678		)	(42,499		)	(10,524		)	(259,262		)
Balance at end of period	$	667,646		$	392,852		$	149,773		$	27,462		$	1,237,733

Reserve for unfunded lending commitments:
Balance at beginning of period	$	83,352		$	26,373		$	1,983		$	—		$	111,708
Provision charged (credited) to earnings	(8,270		)	(2,521		)	(653		)	—			(11,444		)
Balance at end of period	$	75,082		$	23,852		$	1,330		$	—		$	100,264

Total allowance for credit losses at end of period:
Allowance for loan losses	$	667,646		$	392,852		$	149,773		$	27,462		$	1,237,733
Reserve for unfunded lending commitments	75,082			23,852			1,330			—			100,264
Total allowance for credit losses	$	742,728		$	416,704		$	151,103		$	27,462		$	1,337,997

¹The Purchased Loans section following contains further discussion related to FDIC-supported loans.

The ALLL and outstanding loan balances according to the Company’s impairment method are summarized as follows:

	June 30, 2012
(In thousands)	Commercial		Commercial real estate		Consumer		FDIC- supported		Total
Allowance for loan losses:
Individually evaluated for impairment	$	34,434	$	24,141	$	12,042	$	542	$	71,159
Collectively evaluated for impairment	581,925		207,908		90,349		15,424		895,606
Purchased loans with evidence of credit deterioration	—		—		—		4,951		4,951
Total	$	616,359	$	232,049	$	102,391	$	20,917	$	971,716

Outstanding loan balances:
Individually evaluated for impairment	$	368,751	$	505,902	$	105,769	$	1,819	$	982,241
Collectively evaluated for impairment	18,707,731		9,604,443		6,938,508		543,631		35,794,313
Purchased loans with evidence of credit deterioration	—		—		—		96,796		96,796
Total	$	19,076,482	$	10,110,345	$	7,044,277	$	642,246	$	36,873,350

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	December 31, 2011
(In thousands)	Commercial		Commercial real estate		Consumer		FDIC- supported		Total
Allowance for loan losses:
Individually evaluated for impairment	$	11,456	$	20,971	$	8,995	$	623	$	42,045
Collectively evaluated for impairment	616,369		254,575		114,120		16,830		1,001,894
Purchased loans with evidence of credit deterioration	—		—		—		6,019		6,019
Total	$	627,825	$	275,546	$	123,115	$	23,472	$	1,049,958

Outstanding loan balances:
Individually evaluated for impairment	$	349,662	$	668,022	$	113,798	$	2,701	$	1,134,183
Collectively evaluated for impairment	18,964,702		9,480,321		6,817,277		637,962		35,900,262
Purchased loans with evidence of credit deterioration	—		—		—		110,207		110,207
Total	$	19,314,364	$	10,148,343	$	6,931,075	$	750,870	$	37,144,652

Nonaccrual and Past Due Loans

Loans are generally placed on nonaccrual status when payment in full of principal and interest is not expected, or the loan is 90 days or more past due as to principal or interest, unless the loan is both well secured and in the process of collection. Factors we consider in determining whether a loan is placed on nonaccrual include delinquency status, collateral value, borrower or guarantor financial statement information, bankruptcy status, and other information which would indicate that the full and timely collection of interest and principal is uncertain.

A nonaccrual loan may be returned to accrual status when all delinquent interest and principal become current in accordance with the terms of the loan agreement; the loan, if secured, is well secured; the borrower has paid according to the contractual terms for a minimum of six months; and analysis of the borrower indicates a reasonable assurance of the ability and willingness to maintain payments. Payments received on nonaccrual loans are applied as a reduction to the principal outstanding.

Closed-end loans with payments scheduled monthly are reported as past due when the borrower is in arrears for two or more monthly payments. Similarly, open-end credit such as charge-card plans and other revolving credit plans are reported as past due when the minimum payment has not been made for two or more billing cycles. Other multi-payment obligations (i.e., quarterly, semiannual, etc.), single payment, and demand notes are reported as past due when either principal or interest is due and unpaid for a period of 30 days or more.

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Nonaccrual loans are summarized as follows:

(In thousands)	June 30, 2012		December 31, 2011
Loans held for sale	$	30	$	18,216
Commercial:
Commercial and industrial	$	133,241	$	126,468
Leasing	1,259		1,546
Owner occupied	239,549		239,203
Total commercial	374,049		367,217
Commercial real estate:
Construction and land development	115,411		219,837
Term	182,412		156,165
Total commercial real estate	297,823		376,002
Consumer:
Home equity credit line	13,741		18,376
1-4 family residential	74,935		90,857
Construction and other consumer real estate	7,731		12,096
Bankcard and other revolving plans	1,256		346
Other	1,945		2,498
Total consumer loans	99,608		124,173
FDIC-supported loans	21,980		24,267
Total	$	793,460	$	891,659

Past due loans (accruing and nonaccruing) are summarized as follows:

	June 30, 2012
(In thousands)	Current		30-89 days past due		90+ days past due		Total past due		Total loans		Accruing loans 90+ days past due		Nonaccrual loans that are current¹
Loans held for sale	$	139,215	$	30	$	—	$	30	$	139,245	$	—	$	—
Commercial:
Commercial and industrial	$	10,242,577	$	53,792	$	86,307	$	140,099	$	10,382,676	$	7,440	$	44,566
Leasing	404,387		825		1,290		2,115		406,502		34		—
Owner occupied	7,632,058		53,507		125,071		178,578		7,810,636		4,674		97,109
Municipal	476,668		—		—		—		476,668		—		—
Total commercial	18,755,690		108,124		212,668		320,792		19,076,482		12,148		141,675
Commercial real estate:
Construction and land development	2,008,441		32,853		57,770		90,623		2,099,064		2,335		50,991
Term	7,885,492		36,470		89,319		125,789		8,011,281		1,221		80,753
Total commercial real estate	9,893,933		69,323		147,089		216,412		10,110,345		3,556		131,744
Consumer:
Home equity credit line	2,169,606		6,188		5,063		11,251		2,180,857		—		6,001
1-4 family residential	3,960,786		13,405		44,667		58,072		4,018,858		459		27,160
Construction and other consumer real estate	310,855		2,101		14,911		17,012		327,867		12,096		4,339
Bankcard and other revolving plans	279,221		3,144		1,747		4,891		284,112		1,197		580
Other	229,536		1,639		1,408		3,047		232,583		4		465
Total consumer loans	6,950,004		26,477		67,796		94,273		7,044,277		13,756		38,545
FDIC-supported loans	541,689		17,430		83,127		100,557		642,246		70,453		7,395
Total	$	36,141,316	$	221,354	$	510,680	$	732,034	$	36,873,350	$	99,913	$	319,359

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	December 31, 2011
(In thousands)	Current		30-89 days past due		90+ days past due		Total past due		Total loans		Accruing loans 90+ days past due		Nonaccrual loans that are current¹
Loans held for sale	$	183,344	$	—	$	18,246	$	18,246	$	201,590	$	30	$	—

Commercial:
Commercial and industrial	$	10,198,434	$	62,153	$	74,271	$	136,424	$	10,334,858	$	4,966	$	47,939
Leasing	377,914		1,634		161		1,795		379,709		—		1,319
Owner occupied	7,953,280		93,763		111,513		205,276		8,158,556		3,230		85,495
Municipal	441,241		—		—		—		441,241		—		—
Total commercial	18,970,869		157,550		185,945		343,495		19,314,364		8,196		134,753

Commercial real estate:
Construction and land development	2,137,544		21,562		105,803		127,365		2,264,909		2,471		107,991
Term	7,770,268		51,592		61,574		113,166		7,883,434		4,170		88,451
Total commercial real estate	9,907,812		73,154		167,377		240,531		10,148,343		6,641		196,442

Consumer:
Home equity credit line	2,169,190		8,669		9,569		18,238		2,187,428		—		5,542
1-4 family residential	3,846,012		18,985		56,219		75,204		3,921,216		2,833		32,067
Construction and other consumer real estate	294,371		5,008		6,494		11,502		305,873		136		4,773
Bankcard and other revolving plans	287,541		1,984		1,493		3,477		291,018		1,309		122
Other	221,575		1,995		1,970		3,965		225,540		—		372
Total consumer loans	6,818,689		36,641		75,745		112,386		6,931,075		4,278		42,876

FDIC-supported loans	634,113		27,791		88,966		116,757		750,870		74,611		6,812
Total	$	36,331,483	$	295,136	$	518,033	$	813,169	$	37,144,652	$	93,726	$	380,883

¹Represents nonaccrual loans that are not past due more than 30 days; however, full payment of principal and interest is still not expected.

Credit Quality Indicators

In addition to the past due and nonaccrual criteria, we also analyze loans using a loan grading system. We generally assign internal grades to loans with commitments less than $500,000 based on the performance of those loans. Performance-based grades follow our definitions of Pass, Special Mention, Substandard, and Doubtful, which are consistent with published definitions of regulatory risk classifications.

Definitions of Pass, Special Mention, Substandard, and Doubtful are summarized as follows:

Pass: A Pass asset is higher quality and does not fit any of the other categories described below. The likelihood of loss is considered remote.

Special Mention: A Special Mention asset has potential weaknesses that may be temporary or, if left uncorrected, may result in a loss. While concerns exist, the bank is currently protected and loss is considered unlikely and not imminent.

Substandard: A Substandard asset is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Assets so classified have well defined weaknesses and are characterized by the distinct possibility that the bank may sustain some loss if deficiencies are not corrected.

Doubtful: A Doubtful asset has all the weaknesses inherent in a Substandard asset with the added characteristics that the weaknesses make collection or liquidation in full highly questionable.

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We generally assign internal grades to commercial and commercial real estate loans with commitments equal to or greater than $500,000 based on financial/statistical models and loan officer judgment. For these larger loans, we assign one of fourteen probability of default grades (in order of declining credit quality) and one of twelve loss-given-default grades. The first ten of the fourteen probability of default grades indicate a Pass grade. The remaining four grades are: Special Mention, Substandard, Doubtful, and Loss. Loss indicates that the outstanding balance has been charged-off. We evaluate our credit quality information such as risk grades at least quarterly, or as soon as we identify information that might warrant an upgrade or downgrade. Risk grades are then updated as necessary.

For consumer loans, we generally assign internal risk grades similar to those described previously based on payment performance. These are generally assigned with either a Pass or Substandard grade and are reviewed as we identify information that might warrant an upgrade or downgrade.

Outstanding loan balances (accruing and nonaccruing) categorized by these credit quality indicators are summarized as follows:



	June 30, 2012
(In thousands)	Pass		Special Mention		Sub- standard		Doubtful		Total loans		Total allowance
Loans held for sale	$	138,633	$	—	$	612	$	—	$	139,245	$	—
Commercial:
Commercial and industrial	$	9,750,389	$	275,392	$	343,102	$	13,793	$	10,382,676
Leasing	395,595		3,232		7,675		—		406,502
Owner occupied	7,104,691		154,787		544,520		6,638		7,810,636
Municipal	465,266		11,402		—		—		476,668
Total commercial	17,715,941		444,813		895,297		20,431		19,076,482		$	616,359
Commercial real estate:
Construction and land development	1,655,632		162,031		280,118		1,283		2,099,064
Term	7,328,172		200,661		475,965		6,483		8,011,281
Total commercial real estate	8,983,804		362,692		756,083		7,766		10,110,345		232,049
Consumer:
Home equity credit line	2,134,373		103		46,333		48		2,180,857
1-4 family residential	3,889,904		2,613		126,126		215		4,018,858
Construction and other consumer real estate	303,565		12,127		10,644		1,531		327,867
Bankcard and other revolving plans	272,140		3,553		8,419		—		284,112
Other	227,976		—		4,607		—		232,583
Total consumer loans	6,827,958		18,396		196,129		1,794		7,044,277		102,391
FDIC-supported loans	409,492		25,297		207,457		—		642,246		20,917
Total	$	33,937,195	$	851,198	$	2,054,966	$	29,991	$	36,873,350	$	971,716

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	December 31, 2011
(In thousands)	Pass		Special Mention		Sub- standard		Doubtful		Total loans		Total allowance
Loans held for sale	$	182,626	$	—	$	18,964	$	—	$	201,590	$	—
Commercial:
Commercial and industrial	$	9,612,143	$	271,845	$	442,139	$	8,731	$	10,334,858
Leasing	362,711		5,878		11,120		—		379,709
Owner occupied	7,481,207		184,821		486,584		5,944		8,158,556
Municipal	425,807		15,434		—		—		441,241
Total commercial	17,881,868		477,978		939,843		14,675		19,314,364		$	627,825
Commercial real estate:
Construction and land development	1,647,741		187,323		426,152		3,693		2,264,909
Term	7,243,678		196,377		437,390		5,989		7,883,434
Total commercial real estate	8,891,419		383,700		863,542		9,682		10,148,343		275,546
Consumer:
Home equity credit line	2,136,190		106		51,089		43		2,187,428
1-4 family residential	3,788,958		5,736		126,277		245		3,921,216
Construction and other consumer real estate	274,712		12,206		16,967		1,988		305,873
Bankcard and other revolving plans	278,767		3,832		8,419		—		291,018
Other	221,114		163		4,256		7		225,540
Total consumer loans	6,699,741		22,043		207,008		2,283		6,931,075		123,115
FDIC-supported loans	499,956		35,877		215,031		6		750,870		23,472
Total	$	33,972,984	$	919,598	$	2,225,424	$	26,646	$	37,144,652	$	1,049,958

Impaired Loans

Loans are considered impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due in accordance with the contractual terms of the loan agreement, including scheduled interest payments. If a nonaccrual loan has a balance greater than $1 million or if a loan is a troubled debt restructuring (“TDR”), including TDRs that subsequently default, we evaluate the loan for impairment and estimate a specific reserve for the loan for all portfolio segments under applicable accounting guidance. Smaller nonaccrual loans are pooled for ALLL estimation purposes.

When a loan is impaired, we estimate a specific reserve for the loan based on the projected present value of the loan’s future cash flows discounted at the loan’s effective interest rate, the observable market price of the loan, or the fair value of the loan’s underlying collateral less the cost to sell. The process of estimating future cash flows also incorporates the same determining factors discussed previously under nonaccrual loans. When we base the impairment amount on the fair value of the loan’s underlying collateral, we generally charge off the portion of the balance that is impaired, such that these loans do not have a specific reserve in the ALLL. Payments received on impaired loans that are accruing are recognized in interest income, according to the contractual loan agreement. Payments received on impaired loans that are on nonaccrual are not recognized in interest income, but are applied as a reduction to the principal outstanding. Payments are recognized when cash is received.

Information on impaired loans individually evaluated is summarized as follows, including the average recorded investment and interest income recognized for the three and six months ended June 30, 2012 and 2011:

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	June 30, 2012
(In thousands)	Unpaid principal balance		Recorded investment				Total recorded investment		Related allowance
			with no allowance		with allowance
Commercial:
Commercial and industrial	$	218,406	$	35,361	$	128,168	$	163,529	$	23,015
Owner occupied	234,421		102,753		102,469		205,222		11,419
Total commercial	452,827		138,114		230,637		368,751		34,434
Commercial real estate:
Construction and land development	277,856		97,965		125,876		223,841		7,932
Term	341,484		106,839		175,222		282,061		16,209
Total commercial real estate	619,340		204,804		301,098		505,902		24,141
Consumer:
Home equity credit line	1,526		729		28		757		1
1-4 family residential	110,449		40,053		55,382		95,435		11,151
Construction and other consumer real estate	9,331		3,124		3,967		7,091		766
Bankcard and other revolving plans	294		—		294		294		124
Other	2,638		2,192		—		2,192		—
Total consumer loans	124,238		46,098		59,671		105,769		12,042
FDIC-supported loans	210,936		39,450		59,165		98,615		5,493
Total	$	1,407,341	$	428,466	$	650,571	$	1,079,037	$	76,110



	December 31, 2011
(In thousands)	Unpaid principal balance		Recorded investment				Total recorded investment		Related allowance
			with no allowance		with allowance
Commercial:
Commercial and industrial	$	212,263	$	69,492	$	66,438	$	135,930	$	6,373
Owner occupied	258,173		135,555		78,177		213,732		5,083
Total commercial	470,436		205,047		144,615		349,662		11,456
Commercial real estate:
Construction and land development	405,499		178,113		136,634		314,747		8,925
Term	414,998		187,345		165,930		353,275		12,046
Total commercial real estate	820,497		365,458		302,564		668,022		20,971
Consumer:
Home equity credit line	1,955		384		1,469		1,853		411
1-4 family residential	116,498		58,392		39,960		98,352		7,555
Construction and other consumer real estate	13,340		4,537		6,188		10,725		1,026
Bankcard and other revolving plans	—		—		—		—		—
Other	2,889		2,840		28		2,868		3
Total consumer loans	134,682		66,153		47,645		113,798		8,995
FDIC-supported loans	353,195		47,736		65,188		112,924		6,642
Total	$	1,778,810	$	684,394	$	560,012	$	1,244,406	$	48,064

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	Three Months Ended June 30, 2012					Six Months Ended June 30, 2012
(In thousands)	Average recorded investment		Interest income recognized			Average recorded investment		Interest income recognized
Commercial:
Commercial and industrial	$	163,397	$	820		$	158,783	$	1,509
Owner occupied	196,213		644			179,503		1,176
Total commercial	359,610		1,464			338,286		2,685
Commercial real estate:
Construction and land development	218,087		1,385			207,418		2,940
Term	268,798		1,416			255,229		2,789
Total commercial real estate	486,885		2,801			462,647		5,729
Consumer:
Home equity credit line	906		2			998		4
1-4 family residential	93,188		437			86,799		758
Construction and other consumer real estate	7,079		43			6,763		88
Bankcard and other revolving plans	98		—			49		—
Other	1,550		—			2,105		—
Total consumer loans	102,821		482			96,714		850
FDIC-supported loans	102,503		11,288		¹	106,570		20,148		¹
Total	$	1,051,819	$	16,035		$	1,004,217	$	29,412



	Three Months Ended June 30, 2011					Six Months Ended June 30, 2011
(In thousands)	Average recorded investment		Interest income recognized			Average recorded investment		Interest income recognized
Commercial:
Commercial and industrial	$	191,826	$	496		$	201,990	$	1,140
Leasing	129		—			66		—
Owner occupied	300,560		777			312,113		1,432
Municipal	5,898		—			2,949		—
Total commercial	498,413		1,273			517,118		2,572
Commercial real estate:
Construction and land development	489,695		1,212			536,495		2,574
Term	393,803		1,717			407,506		4,299
Total commercial real estate	883,498		2,929			944,001		6,873
Consumer:
Home equity credit line	708		—			1,332		1
1-4 family residential	105,397		310			107,666		624
Construction and other consumer real estate	10,778		8			13,382		22
Bankcard and other revolving plans	10		—			31		—
Other	3,932		—			3,829		—
Total consumer loans	120,825		318			126,240		647
FDIC-supported loans	148,272		14,217		¹	161,557		28,503		¹
Total	$	1,651,008	$	18,737		$	1,748,916	$	38,595

¹The balance of interest income recognized results primarily from accretion of interest income on impaired FDIC-supported loans.

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Modified and Restructured Loans

Loans may be modified in the normal course of business for competitive reasons or to strengthen the Company’s position. Loan modifications and restructurings may also occur when the borrower experiences financial difficulty and needs temporary or permanent relief from the original contractual terms of the loan. These modifications are structured on a loan-by-loan basis, and depending on the circumstances, may include extended payment terms, a modified interest rate, forgiveness of principal, or other concessions. Loans that have been modified to accommodate a borrower who is experiencing financial difficulties, and for which the Company has granted a concession that it would not otherwise consider, are considered TDRs.

We consider many factors in determining whether to agree to a loan modification involving concessions, and seek a solution that will both minimize potential loss to the Company and attempt to help the borrower. We evaluate borrowers’ current and forecasted future cash flows, their ability and willingness to make current contractual or proposed modified payments, the value of the underlying collateral (if applicable), the possibility of obtaining additional security or guarantees, and the potential costs related to a repossession or foreclosure and the subsequent sale of the collateral.

TDRs are classified as either accrual or nonaccrual loans. A loan on nonaccrual and restructured as a TDR will remain on nonaccrual status until the borrower has proven the ability to perform under the modified structure for a minimum of six months, and there is evidence that such payments can and are likely to continue as agreed. Performance prior to the restructuring, or significant events that coincide with the restructuring, are included in assessing whether the borrower can meet the new terms and may result in the loan being returned to accrual at the time of restructuring or after a shorter performance period. If the borrower’s ability to meet the revised payment schedule is uncertain, the loan remains classified as a nonaccrual loan. A TDR loan that specifies an interest rate that at the time of the restructuring is greater than or equal to the rate the bank is willing to accept for a new loan with comparable risk may not be reported as a TDR or an impaired loan in the calendar years subsequent to the restructuring if it is in compliance with its modified terms.

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Selected information on TDRs that includes the recorded investment on an accruing and nonaccruing basis by loan class and modification type is summarized in the following table. This information reflects all TDRs at June 30, 2012 and December 31, 2011:



	June 30, 2012
	Recorded investment resulting from the following modification types:
(In thousands)	Interest rate below market		Maturity or term extension		Principal forgiveness		Payment deferral		Other¹		Multiple modification types²		Total
Accruing
Commercial:
Commercial and industrial	$	280	$	5,382	$	—	$	3,846	$	27,194	$	19,608	$	56,310
Owner occupied	1,316		15,230		—		5,704		4,542		13,401		40,193
Total commercial	1,596		20,612		—		9,550		31,736		33,009		96,503
Commercial real estate:
Construction and land development	1,745		26,539		7		59		37,078		47,928		113,356
Term	1,950		1,882		2,990		2,208		27,541		88,515		125,086
Total commercial real estate	3,695		28,421		2,997		2,267		64,619		136,443		238,442
Consumer:
Home equity credit line	194		—		—		—		—		90		284
1-4 family residential	6,174		6,936		1,059		—		3,526		37,867		55,562
Construction and other consumer real estate	156		472		—		—		652		1,289		2,569
Total consumer loans	6,524		7,408		1,059		—		4,178		39,246		58,415
Total accruing	11,815		56,441		4,056		11,817		100,533		208,698		393,360
Nonaccruing
Commercial:
Commercial and industrial	339		5,700		2,643		526		15,600		12,847		37,655
Owner occupied	5,142		1,141		684		8,888		9,994		14,708		40,557
Total commercial	5,481		6,841		3,327		9,414		25,594		27,555		78,212
Commercial real estate:
Construction and land development	16,382		2,487		—		—		8,194		43,426		70,489
Term	4,414		37		—		2,484		11,586		38,780		57,301
Total commercial real estate	20,796		2,524		—		2,484		19,780		82,206		127,790
Consumer:
Home equity credit line	—		—		—		—		—		128		128
1-4 family residential	1,145		48		311		—		848		15,469		17,821
Construction and other consumer real estate	12		1,931		—		—		—		1,380		3,323
Bankcard and other revolving plans	—		294		—		—		—		—		294
Total consumer loans	1,157		2,273		311		—		848		16,977		21,566
Total nonaccruing	27,434		11,638		3,638		11,898		46,222		126,738		227,568
Total	$	39,249	$	68,079	$	7,694	$	23,715	$	146,755	$	335,436	$	620,928

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	December 31, 2011
	Recorded investment resulting from the following modification types:
(In thousands)	Interest rate below market		Maturity or term extension		Principal forgiveness		Payment deferral		Other¹		Multiple modification types²		Total
Accruing
Commercial:
Commercial and industrial	$	302	$	7,727	$	—	$	1,955	$	27,370	$	4,517	$	41,871
Owner occupied	1,875		15,224		37		1,008		5,504		20,449		44,097
Total commercial	2,177		22,951		37		2,963		32,874		24,966		85,968
Commercial real estate:
Construction and land development	644		33,284		565		—		28,911		34,862		98,266
Term	2,738		33,885		3,027		23,640		54,031		95,868		213,189
Total commercial real estate	3,382		67,169		3,592		23,640		82,942		130,730		311,455
Consumer:
Home equity credit line	—		—		—		—		32		—		32
1-4 family residential	3,270		1,663		525		—		6,103		34,839		46,400
Construction and other consumer real estate	166		1,444		—		—		635		1,981		4,226
Other	—		28		—		—		—		—		28
Total consumer loans	3,436		3,135		525		—		6,770		36,820		50,686
Total accruing	8,995		93,255		4,154		26,603		122,586		192,516		448,109
Nonaccruing
Commercial:
Commercial and industrial	3,526		6,094		—		1,429		8,384		10,202		29,635
Owner occupied	4,464		1,101		715		6,575		17,070		10,300		40,225
Total commercial	7,990		7,195		715		8,004		25,454		20,502		69,860
Commercial real estate:
Construction and land development	15,088		3,348		19		2,060		7,441		94,502		122,458
Term	3,445		50		—		4,250		4,724		65,316		77,785
Total commercial real estate	18,533		3,398		19		6,310		12,165		159,818		200,243
Consumer:
Home equity credit line	195		—		—		—		253		69		517
1-4 family residential	1,386		85		939		718		1,391		18,476		22,995
Construction and other consumer real estate	18		1,837		—		—		—		355		2,210
Total consumer loans	1,599		1,922		939		718		1,644		18,900		25,722
Total nonaccruing	28,122		12,515		1,673		15,032		39,263		199,220		295,825
Total	$	37,117	$	105,770	$	5,827	$	41,635	$	161,849	$	391,736	$	743,934

¹Includes TDRs that resulted from other modification types including, but not limited to, a legal judgment awarded on different terms, a bankruptcy plan confirmed on different terms, a settlement that includes the delivery of collateral in exchange for debt reduction, etc.

²Includes TDRs that resulted from a combination of any of the previous modification types.

Unused commitments to extend credit on TDRs amounted to approximately $14 million at June 30, 2012 and $9 million at December 31, 2011.

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The total recorded investment of all TDRs in which interest rates were modified below market was $185.3 million at June 30, 2012 and $269.9 million at December 31, 2011. These loans are included in the previous table in the columns for interest rate below market and multiple modification types.

The net financial impact on interest income due to interest rate modifications below market for accruing TDRs is summarized in the following schedule:



(In thousands)	Three Months Ended June 30, 2012				Six Months Ended June 30, 2012				Year Ended December 31, 2011
Commercial:
Commercial and industrial	$	(8	)		$	(23	)			$	(46	)
Owner occupied	(329		)		(705		)			(1,650		)
Total commercial	(337		)		(728		)			(1,696		)
Commercial real estate:
Construction and land development	(236		)		(469		)			(244		)
Term	(1,473		)		(3,026		)			(7,096		)
Total commercial real estate	(1,709		)		(3,495		)			(7,340		)
Consumer:
Home equity credit line	(19		)		(34		)			—
1-4 family residential	(3,992		)		(7,841		)			(10,188		)
Construction and other consumer real estate	(107		)		(215		)			(406		)
Total consumer loans	(4,118		)		(8,090		)			(10,594		)
Total decrease to interest income	$	(6,164	)	¹	$	(12,313	)	¹		$	(19,630	)	¹

¹Calculated based on the difference between the modified rate and the premodified rate applied to the recorded investment.

On an ongoing basis, we monitor the performance of all TDRs according to their restructured terms. Subsequent payment default is defined in terms of delinquency, when principal or interest payments are past due 90 days or more for commercial loans, or 60 days or more for consumer loans.

As of June 30, 2012, the recorded investment of accruing and nonaccruing TDRs that had a payment default during the period listed below (and are still in default at period-end) and are within 12 months or less of being modified as TDRs is as follows:



(In thousands)	Three Months Ended June 30, 2012						Six Months Ended June 30, 2012						Year Ended December 31, 2011
	Accruing		Nonaccruing		Total		Accruing		Nonaccruing		Total		Accruing		Nonaccruing		Total
Commercial:
Commercial and industrial	$	—	$	114	$	114	$	—	$	1,291	$	1,291	$	35	$	1,700	$	1,735
Owner occupied	—		5,405		5,405		—		5,405		5,405		—		441		441
Total commercial	—		5,519		5,519		—		6,696		6,696		35		2,141		2,176
Commercial real estate:
Construction and land development	—		2,765		2,765		—		2,765		2,765		—		11,667		11,667
Term	—		—		—		—		1,466		1,466		—		5,971		5,971
Total commercial real estate	—		2,765		2,765		—		4,231		4,231		—		17,638		17,638
Consumer:
1-4 family residential	—		—		—		—		526		526		—		2,745		2,745
Total consumer loans	—		—		—		—		526		526		—		2,745		2,745
Total	$	—	$	8,284	$	8,284	$	—	$	11,453	$	11,453	$	35	$	22,524	$	22,559

Note: Total loans modified as TDRs during the 12 months previous to June 30, 2012 were $219.5 million.

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Concentrations of Credit Risk

We perform an ongoing analysis of our loan portfolio to evaluate whether there is any significant exposure to any concentrations of credit risk. These potential concentrations include, but are not limited to, individual borrowers, groups of borrowers, industries, geographies, collateral types, sponsors, etc. Such credit risks (whether on- or off-balance sheet) may occur when groups of borrowers or counterparties have similar economic characteristics and are similarly affected by changes in economic or other conditions. Credit risk also includes the loss that would be recognized subsequent to the reporting date if counterparties failed to perform as contracted. Our analysis as of June 30, 2012 concluded that no significant exposure exists from such credit risk concentrations. See Note 6 for a discussion of counterparty risk associated with the Company’s derivative transactions.

Purchased Loans

Background and Accounting

We purchase loans in the ordinary course of business and account for them and the related interest income based on their performing status at the time of acquisition. Purchased credit-impaired (“PCI”) loans have evidence of credit deterioration at the time of acquisition and it is probable that not all contractual payments will be collected. Interest income for PCI loans is accounted for on an expected cash flow basis. Certain other loans acquired by the Company that are not credit-impaired include loans with revolving privileges and are excluded from the PCI tabular disclosures following. Interest income for these loans is accounted for on a contractual cash flow basis. Certain acquired loans with similar characteristics such as risk exposure, type, size, etc., are grouped and accounted for in loan pools.

CB&T and NSB acquired failed banks from the FDIC as receiver and entered into loss sharing agreements with the FDIC for the acquired loans and foreclosed assets. The FDIC assumes 80% of credit losses up to a threshold specified for each acquisition and 95% above the threshold for a period of up to ten years. The loans acquired from the FDIC are presented separately in the Company’s balance sheet as “FDIC-supported loans” and include both PCI and certain other acquired loans.

During the first quarter of 2011, certain FDIC-supported loans charged off at the time of acquisition were determined to be covered by the FDIC loss sharing agreement. The FDIC remitted $18.9 million to the Company, which was recognized in other noninterest income.

Upon acquisition, in accordance with applicable accounting guidance, the acquired loans were recorded at their fair value without a corresponding ALLL. The acquired foreclosed assets and subsequent real estate foreclosures were included with other real estate owned (“OREO”) in the balance sheet and amounted to $19.7 million at June 30, 2012 and $24.3 million at December 31, 2011.

Outstanding Balances and Accretable Yield

The outstanding balances of all required payments and the related carrying amounts for PCI loans are as follows:



(In thousands)	June 30, 2012		December 31, 2011
Commercial	$	274,629	$	321,515
Commercial real estate	453,394		556,197
Consumer	47,597		57,391
Outstanding balance	$	775,620	$	935,103

Carrying amount	$	578,845	$	672,159
ALLL	19,776		21,604
Carrying amount, net	$	559,069	$	650,555

At the time of acquisition of PCI loans, we determine the loan’s contractually required payments in excess of all cash flows expected to be collected as an amount that should not be accreted (nonaccretable difference). With respect to the cash flows expected to be collected, the portion representing the excess of the loan’s expected cash flows over our initial investment (accretable yield) is accreted into interest income on a level yield basis over the remaining expected life of the loan or pool of loans. The effects of estimated prepayments are considered in estimating the expected cash flows.

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Certain PCI loans are not accounted for as previously described because the estimation of cash flows to be collected involves a high degree of uncertainty. Under these circumstances, the accounting guidance provides that interest income is recognized on a cash basis similar to the cost recovery methodology for nonaccrual loans. The net carrying amounts in the preceding schedule also include the amounts for these loans, which were approximately $39.7 million at June 30, 2012 and $42.6 million at December 31, 2011.

Changes in the accretable yield for PCI loans were as follows:



(In thousands)	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Balance at beginning of period	$	174,004		$	271,736		$	184,679		$	277,005
Accretion	(22,882		)	(31,247		)	(44,415		)	(62,690		)
Reclassification from nonaccretable difference	1,678			2,520			15,547			25,912
Disposals and other	4,240			(810		)	1,229			1,972
Balance at end of period	$	157,040		$	242,199		$	157,040		$	242,199

Note: Amounts have been adjusted based on refinements to the original estimates of the accretable yield. Because of the estimation process required, we expect that additional adjustments to these amounts may be necessary in future periods.

The primary driver of reclassifications to accretable yield from nonaccretable difference resulted from changes in estimated cash flows for the acquired loans and loan pools, as discussed subsequently under changes in cash flow estimates.

ALLL Determination

For all acquired loans, the ALLL is only established for credit deterioration subsequent to the date of acquisition and represents our estimate of the inherent losses in excess of the book value of acquired loans. The ALLL for acquired loans is determined without giving consideration to the amounts recoverable from the FDIC through loss sharing agreements. These amounts recoverable are separately accounted for in the FDIC indemnification asset (“IA”) and are thus presented “gross” in the balance sheet. The FDIC IA is included in other assets in the balance sheet and is discussed subsequently. The ALLL is included in the overall ALLL in the balance sheet. The provision for loan losses is reported net of changes in the amounts recoverable under the loss sharing agreements.

During the three and six months ended June 30, we adjusted the ALLL for acquired loans by recording a (decrease) increase on an adjusted gross basis to the provision for loan losses of $(6.9) million and $(7.3) million in 2012, and $2.9 million and $0.3 million in 2011, respectively. These amounts are net of the ALLL reversals due to increases in estimated cash flows which are discussed subsequently. As separately discussed and in accordance with the loss sharing agreements, portions of the increases to the provision are recoverable from the FDIC and comprise part of the FDIC IA. For the three and six months ended June 30, 2012, these adjustments, before FDIC indemnification, resulted in net recoveries of $7.8 million and $6.7 million, respectively. For the three and six months ended June 30, 2011, they resulted in net charge-offs of $2.5 million and $10.5 million, respectively.

Changes in the provision for loan losses and related ALLL are driven in large part by the same factors that affect the changes in reclassification from nonaccretable difference to accretable yield, as discussed under changes in cash flow estimates.

Changes in Cash Flow Estimates

Over the life of the loan or loan pool, we continue to estimate cash flows expected to be collected. We evaluate quarterly at the balance sheet date whether the estimated present values of these loans using the effective interest rates have decreased below their carrying values. If so, we record a provision for loan losses.

For increases in carrying values that resulted from better-than-expected cash flows, we use such increases first to reverse any existing ALLL. During the three and six months ended June 30, total reversals to the ALLL, including the impact of increases in estimated cash flows, were $7.9 million and $10.6 million in 2012, and $4.8 million and $9.0 million in 2011, respectively. When there is no current ALLL, we increase the amount of accretable yield on a prospective basis over the remaining life of the loan and recognize this increase in interest income. Any related decrease to the FDIC IA is recorded through a charge to other noninterest expense. Changes that increase cash flows have been due primarily to (1) the enhanced economic status of borrowers compared to original evaluations, (2) improvements in the Southern California market where the majority of these

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loans were originated, and (3) stronger efforts by our credit officers and loan workout professionals to resolve problem loans.

For the three and six months ended June 30, the impact of increased cash flow estimates recognized in the statement of income for acquired loans with no ALLL was approximately $14.8 million and $27.9 million in 2012, and $21.5 million and $40.7 million in 2011, respectively, of additional interest income, and $11.2 million and $21.2 million in 2012, and $15.0 million and $28.1 million in 2011, respectively, of additional other noninterest expense due to the reduction of the FDIC IA.

FDIC Indemnification Asset

The amount of the FDIC IA was initially recorded at fair value using estimated cash flows based on credit adjustments for each loan or loan pool and the loss sharing reimbursement of 80% or 95%, as appropriate. The timing of the cash flows was adjusted to reflect our expectations to receive the FDIC reimbursements within the estimated loss period. Discount rates were based on U.S. Treasury rates or the AAA composite yield on investment grade bonds of similar maturity. As previously discussed, the amount is adjusted as actual loss experience is developed and estimated losses covered under the loss sharing agreements are updated. Estimated loan losses, if any, in excess of the amounts recoverable are reflected as period expenses through the provision for loan losses.

Changes in the FDIC IA were as follows:



(In thousands)	Three Months Ended June 30,						Six Months Ended June 30,
(In thousands)	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Balance at beginning of period	$	121,332		$	172,170		$	133,810		$	195,516
Amounts filed with the FDIC and collected or in process	12,495			(6,404		)	11,202			(12,911		)
Net change in asset balance due to reestimation of projected cash flows ¹	(16,660		)	(15,209		)	(27,845		)	(32,048		)
Balance at end of period	$	117,167		$	150,557		$	117,167		$	150,557

Note: Beginning in the latter half of 2011, the FDIC changed its reimbursement process to require that submitted expenses must be paid, not just incurred, to qualify for reimbursement.

¹Negative amounts result from the accretion of loan balances based on increases in cash flow estimates on the underlying indemnified loans.

Any changes to the FDIC IA are recognized immediately in the quarterly period the change in estimated cash flows is determined. All claims submitted to the FDIC have been reimbursed in a timely manner.


6.	DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

We record all derivatives on the balance sheet at fair value. Note 9 discusses the process to estimate fair value for derivatives. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and the resulting designation. Derivatives used to hedge the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives used to hedge the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives used to manage the exposure to credit risk, which can include total return swaps, are considered credit derivatives. When put in place after purchase of the asset(s) to be protected, these derivatives generally may not be designated as accounting hedges. See discussion following regarding the total return swap and estimation of its fair value.

For derivatives designated as fair value hedges, changes in the fair value of the derivative are recognized in earnings together with changes in the fair value of the related hedged item. The net amount, if any, representing hedge ineffectiveness, is reflected in earnings. In previous periods, we used fair value hedges to manage interest rate exposure to certain long-term debt. These hedges have been terminated and their remaining balances are being amortized into earnings, as discussed subsequently.

For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of the derivative are recorded in OCI and recognized in earnings when the hedged transaction affects earnings. The ineffective portion of changes in the fair value of cash flow hedges is recognized directly in earnings.

No derivatives have been designated for hedges of investments in foreign operations.

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We assess the effectiveness of each hedging relationship by comparing the changes in fair value or cash flows on the derivative hedging instrument with the changes in fair value or cash flows on the designated hedged item or transaction. For derivatives not designated as accounting hedges, changes in fair value are recognized in earnings.

Our objectives in using derivatives are to add stability to interest income or expense, to modify the duration of specific assets or liabilities as we consider advisable, to manage exposure to interest rate movements or other identified risks, and/or to directly offset derivatives sold to our customers. To accomplish these objectives, we use interest rate swaps as part of our cash flow hedging strategy. These derivatives are used to hedge the variable cash flows associated with designated commercial loans.

Exposure to credit risk arises from the possibility of nonperformance by counterparties. These counterparties primarily consist of financial institutions that are well established and well capitalized. We control this credit risk through credit approvals, limits, pledges of collateral, and monitoring procedures. No losses on derivative instruments have occurred as a result of counterparty nonperformance. Nevertheless, the related credit risk is considered and measured when and where appropriate.

Interest rate swap agreements designated as cash flow hedges involve the receipt of fixed-rate amounts in exchange for variable-rate payments over the life of the agreements without exchange of the underlying principal amount. Derivatives not designated as accounting hedges, including basis swap agreements, are not speculative and are used to economically manage our exposure to interest rate movements and other identified risks, but do not meet the strict hedge accounting requirements.

Selected information with respect to notional amounts and recorded gross fair values at June 30, 2012 and December 31, 2011, and the related gain (loss) of derivative instruments for the three and six months ended June 30, 2012 and 2011 is summarized as follows:



	June 30, 2012						December 31, 2011
	Notional amount		Fair value				Notional amount		Fair value
(In thousands)	Notional amount		Other assets		Other liabilities		Notional amount		Other assets		Other liabilities
Derivatives designated as hedging instruments
Asset derivatives
Cash flow hedges ¹:
Interest rate swaps	$	150,000	$	3,617	$	—	$	335,000	$	7,341	$	—
Total derivatives designated as hedging instruments	150,000		3,617		—		335,000		7,341		—
Derivatives not designated as hedging instruments
Interest rate swaps	120,238		1,463		1,474		145,388		1,952		1,977
Interest rate swaps for customers ²	2,463,149		83,319		88,196		2,638,601		82,648		87,363
Basis swaps	—		—		—		85,000		3		11
Options contracts	—		—		—		1,700,000		11		—
Total return swap	1,159,686		—		5,337		1,159,686		—		5,422
Total derivatives not designated as hedging instruments	3,743,073		84,782		95,007		5,728,675		84,614		94,773
Total derivatives	$	3,893,073	$	88,399	$	95,007	$	6,063,675	$	91,955	$	94,773

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	Three Months Ended June 30, 2012									Six Months Ended June 30, 2012
	Amount of derivative gain (loss) recognized/reclassified
(In thousands)	OCI		Reclassified from AOCI to interest income		Noninterest income (expense)			Offset to interest expense		OCI		Reclassified from AOCI to interest income			Noninterest income (expense)			Offset to interest expense
Derivatives designated as hedging instruments
Asset derivatives
Cash flow hedges ¹:
Interest rate swaps	$	95	$	3,199	$	—				$	306	$	8,493		$	—
	95		3,199		—					306		8,493		³	—
Liability derivatives
Fair value hedges:
Terminated swaps on long-term debt								$	756									$	1,506
Total derivatives designated as hedging instruments	95		3,199		—			756		306		8,493			—			1,506
Derivatives not designated as hedging instruments
Interest rate swaps					4										(128		)
Interest rate swaps for customers ²					(804		)								586
Basis swaps					—										18
Futures contracts					14										(10		)
Total return swap					(5,450		)								(10,900		)
Total derivatives not designated as hedging instruments					(6,236		)								(10,434		)
Total derivatives	$	95	$	3,199	$	(6,236	)	$	756	$	306	$	8,493		$	(10,434	)	$	1,506

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	Three Months Ended June 30, 2011									Six Months Ended June 30, 2011
	Amount of derivative gain (loss) recognized/reclassified
(In thousands)	OCI		Reclassified from AOCI to interest income		Noninterest income (expense)			Offset to interest expense		OCI		Reclassified from AOCI to interest income			Noninterest income (expense)			Offset to interest expense
Derivatives designated as hedging instruments
Asset derivatives
Cash flow hedges ¹:
Interest rate swaps	$	1,474	$	8,979	$	—				$	1,492	$	21,419		$	—
Interest rate floors	179		889		—					183		1,686			—
	1,653		9,868		—					1,675		23,105		³	—
Liability derivatives
Fair value hedges:
Terminated swaps on long-term debt								$	732									$	1,451
Total derivatives designated as hedging instruments	1,653		9,868		—			732		1,675		23,105			—			1,451
Derivatives not designated as hedging instruments
Interest rate swaps					(13		)								(76		)
Interest rate swaps for customers ²					(205		)								1,327
Energy commodity swaps for customers ²					—										56
Basis swaps					62										149
Futures contracts					5,537										4,778
Options contracts					(521		)								502
Total derivatives not designated as hedging instruments					4,860										6,736
Total derivatives	$	1,653	$	9,868	$	4,860		$	732	$	1,675	$	23,105		$	6,736		$	1,451

Note: These tables are not intended to present at any given time the Company’s long/short position with respect to its derivative contracts.

¹Amounts recognized in OCI and reclassified from accumulated OCI (“AOCI”) represent the effective portion of the derivative gain (loss).

²Amounts include both the customer swaps and the offsetting derivative contracts.

³Amounts for the six months ended June 30, 2012 and 2011 of $8,493 and $23,105, respectively, are the amounts of reclassification to earnings presented in the tabular changes of AOCI in Note 7.

At June 30, the fair values of derivative assets and liabilities were reduced (increased) by net credit valuation adjustments of $5.0 million and $0.1 million in 2012, and $3.2 million and $(0.4) million in 2011, respectively. These adjustments are required to reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk.

Fair value amounts recognized for the right to reclaim cash collateral (a receivable) or the obligation to return cash collateral (a payable) have been offset against recognized fair value amounts of derivatives executed with the same counterparty under a master netting arrangement. In the balance sheet, cash collateral was used to reduce recorded amounts of derivative liabilities by $1.1 million and $2.4 million at June 30, 2012 and 2011, respectively.

We offer to our customers interest rate swaps to assist them in managing their exposure to fluctuating interest rates. Previously, we also offered energy commodity swaps. Upon issuance, all of these customer swaps are immediately “hedged” by offsetting derivative contracts, such that the Company minimizes its net risk exposure resulting from such transactions. Fee income from customer swaps is included in other service charges, commissions and fees. As with other derivative instruments, we have credit risk for any nonperformance by counterparties.

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Options contracts were used to economically hedge certain interest rate exposures of previously used Eurodollar futures contracts. All of these contracts expired during the first quarter of 2012.

The remaining balances of any derivative instruments terminated prior to maturity, including amounts in AOCI for swap hedges, are accreted or amortized to interest income or expense over the period to their previously stated maturity dates.

Amounts in AOCI are reclassified to interest income as interest is earned on variable rate loans and as amounts for terminated hedges are accreted or amortized to earnings. For the 12 months following June 30, 2012, we estimate that an additional $7 million will be reclassified.

Total Return Swap

On July 28, 2010, we entered into a total return swap and related interest rate swaps (“TRS”) with Deutsche Bank AG (“DB”) relating to a portfolio of $1.16 billion notional amount of our bank and insurance trust preferred CDOs. As a result of the TRS, DB assumed all of the credit risk of this CDO portfolio, providing timely payment of all scheduled payments of interest and principal when contractually due to the Company (without regard to acceleration or deferral events). The transaction reduced regulatory risk-weighted assets and improved the Company’s risk-based capital ratios.

The transaction did not qualify for hedge accounting and did not change the accounting for the underlying securities, including the quarterly analysis of OTTI and OCI. As a result, future potential OTTI, if any, associated with the underlying securities may not be offset by any valuation adjustment on the swap in the quarter in which OTTI is recognized, and OTTI changes could result in reductions in our regulatory capital ratios, which could be material.

The fair value of the TRS derivative liability was $5.3 million at June 30, 2012 and $5.4 million at December 31, 2011.

Both the fair values of the securities and the fair value of the TRS are dependent upon the projected credit-adjusted cash flows of the securities. The period that we are unable to cancel the transaction has shortened to and will remain at one calendar quarter. Accordingly, absent major changes in these projected cash flows, we expect the value of the TRS liability to continue to approximate its June 30, 2012 fair value. We expect to incur subsequent net quarterly costs of approximately $5.4 million under the TRS, including related interest rate swaps and scheduled payments of interest on the underlying CDOs, as long as the TRS remains in place for this CDO portfolio. Our estimated quarterly expense amount would be impacted by, among other things, changes in the composition of the CDO portfolio included in the transaction and changes over time in the forward London Interbank Offered Rate (“LIBOR”) rate curve. The Company’s costs are also subject to adjustment in the event of future changes in regulatory requirements applicable to DB if we do not then elect to terminate the transaction. Termination by the Company for such regulatory changes applicable to DB will result in no payment by the Company.

At June 30, 2012, we completed a valuation process which resulted in an estimated fair value for the TRS under Level 3. The process utilized valuation inputs from two sources:

The Company built on its fair valuation process for the underlying CDO portfolio and utilized those same projected cash flows to quantify the extent and timing of payments to be received from the Trustee related to each CDO and in the aggregate. For valuation purposes, we assumed that a market participant would cancel the TRS at the first opportunity if the TRS did not have a positive value based on the best estimates of cash flows through maturity. Consequently, the fair value approximated the amount of required payments up to the earliest termination date.


2)	A valuation from a market participant in possession of all relevant terms and costs of the TRS structure.

We considered the observable input or inputs from the market participant, who is the counterparty to this transaction, as well as the results of our internal modeling in estimating the fair value of the TRS. We expect to continue the use of this methodology in subsequent periods.


7.	DEBT AND SHAREHOLDERS’ EQUITY

TARP Redemption

On March 28, 2012, we redeemed $700 million of the $1.4 billion Series D Fixed-Rate Cumulative Perpetual Preferred Stock issued to the U.S. Department of the Treasury under its Troubled Asset Relief Program (“TARP”) Capital Purchase Program. The redemption was made following notification from the Federal Reserve Board (“FRB”) on March 13, 2012 that it does not object to the capital actions proposed in our Capital Plan submitted under the FRB’s 2012 Capital Plan Review.

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Among other things, our Capital Plan includes the following provisions: (1) completing the entire redemption in 2012 of our TARP preferred stock with the second $700 million installment contingent upon specified conditions requiring regulatory approval, including Parent liquidity and other requirements; (2) issuing a total of $600 million in senior debt (see debt issuances and redemption following); (3) redeeming on a timely basis the Company’s $254.9 million variable rate senior medium-term notes (see debt issuances and redemption following); and (4) not changing in 2012 the current common stock dividend of $0.01 per share per quarter. There is no requirement to issue common or preferred equity. See also preferred stock issuance and redemption following.

The TARP redemption accelerated the amortization of approximately $19.6 million of unamortized discount in the first quarter of 2012. This discount was based on the fair value originally estimated for the common stock warrant associated with the TARP preferred stock issuance. The discount was being accreted to preferred stock over five years using the interest method with a corresponding increase to preferred stock dividends.

Debt Issuances and Redemption

On March 27, 2012, we issued $300 million of 4.5% senior unsecured medium-term notes at a price of 94.25%. On May 1, 2012, we issued an additional $100 million at a price of 100.249%, bringing the total to $400 million of the 4.5% notes that are due March 27, 2017. On June 20, 2012, we issued $158.45 million of 4.0% senior notes due June 20, 2016 at a price of 97.5%. Net of commissions, fees and discounts, the proceeds to the Company for these debt issuances were $533.3 million.

We redeemed all $254.9 million of variable rate senior medium-term notes on their maturity date of June 21, 2012 that were guaranteed under the FDIC's Temporary Liquidity Guarantee Program. We have no other notes outstanding under this program.

During the three and six months ended June 30, 2012, we issued long-term senior medium-term notes of $11.9 million and $61.9 million, respectively, and a short-term medium-term note of $5.0 million during the first quarter of 2012. The short-term note matures March 2013 at an interest rate of 2.0%. The long-term notes mature February 2014 and June 2014 at interest rates of 3.5% and 3.4%, respectively. During these same periods, we redeemed at maturity $12.0 million and $66.9 million of short-term senior medium-term notes.

Subordinated Debt Conversions

During the three and six months ended June 30, 2012, $50.2 million and $80.0 million of convertible subordinated debt was converted into depositary shares each representing a 1/40^th interest in a share of the Company’s preferred stock. These conversions added 79,596 shares of Series C and 370 shares of Series A to the Company’s preferred stock.

For the six months ended June 30, 2012 in connection with these conversions, the $93.6 million added to preferred stock included the transfer from common stock of $13.6 million of the intrinsic value of the beneficial conversion feature. The amount of this conversion feature was included with common stock at the time of the debt modification. The remaining balance in common stock of this conversion feature was approximately $78.2 million at June 30, 2012. Accelerated discount amortization on the converted debt increased interest expense for the three and six months ended June 30, 2012 by approximately $16.2 million and $28.4 million, respectively. At June 30, 2012, the balance at par of the convertible subordinated debt was $467.4 million and the remaining balance of the convertible debt discount was $174.0 million.

Preferred Stock Issuance and Redemption

On May 7, 2012, we sold $143.75 million of Series F 7.9% Fixed-Rate Non-Cumulative Perpetual Preferred Stock. The issuance was in the form of depositary shares with each depositary share representing a 1/40^th ownership interest in a share of the preferred stock. The shares are registered with the SEC and qualify as Tier 1 capital. We redeemed on the June 15, 2012 call date all $142.5 million of Series E 11% preferred stock.

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Changes in Accumulated Other Comprehensive Income

Changes in accumulated other comprehensive income (loss) are summarized as follows:

(In thousands)	Net unrealized gains (losses) on investments and retained interests				Net unrealized gains (losses) on derivative instruments				Pension and post- retirement			Total
Six Months Ended June 30, 2012:
Balance at December 31, 2011		$	(546,763	)		$	9,404		$	(54,725	)	$	(592,084	)
Other comprehensive income (loss), net of tax:
Net realized and unrealized holding gains, net of income tax expense of $17,775		29,045										29,045
Reclassification for net losses included in earnings, net of income tax benefit of $4,318		6,619										6,619
Noncredit-related impairment losses on securities not expected to be sold, net of income tax benefit of $9,479		(15,303		)								(15,303		)
Accretion of securities with noncredit-related impairment losses not expected to be sold, net of income tax expense of $349		532										532
Net unrealized losses, net of reclassification to earnings of $8,493 and income tax benefit of $3,231						(4,956		)				(4,956		)
Other comprehensive income (loss)		20,893				(4,956		)	—			15,937
Balance at June 30, 2012		$	(525,870	)		$	4,448		$	(54,725	)	$	(576,147	)

Six Months Ended June 30, 2011:
Balance at December 31, 2010		$	(456,264	)		$	30,702		$	(35,734	)	$	(461,296	)
Other comprehensive income (loss), net of tax:
Net realized and unrealized holding losses, net of income tax benefit of $22,217		(36,060		)								(36,060		)
Reclassification for net losses included in earnings, net of income tax benefit of $4,128		6,590										6,590
Noncredit-related impairment losses on securities not expected to be sold, net of income tax benefit of $452		(729		)								(729		)
Accretion of securities with noncredit-related impairment losses not expected to be sold, net of income tax expense of $61		99										99
Net unrealized losses, net of reclassification to earnings of $23,105 and income tax benefit of $8,335						(13,095		)				(13,095		)
Other comprehensive loss		(30,100		)		(13,095		)	—			(43,195		)
Balance at June 30, 2011		$	(486,364	)		$	17,607		$	(35,734	)	$	(504,491	)


8.	INCOME TAXES

The income tax expense rates for the three and six months ended June 30, 2012 were lower than the tax rates for the same periods in 2011 because of a decrease in the nondeductible amount of a portion of the accelerated discount amortization from the conversion of subordinated debt to preferred stock.

The balance of net deferred tax assets was approximately $479 million at June 30, 2012 and $509 million at December 31, 2011. We evaluate the net deferred tax assets on a regular basis to determine whether an additional valuation allowance is required. Based on this evaluation, and considering the weight of the positive evidence compared to the negative evidence, we have concluded that an additional valuation allowance is not required as of June 30, 2012.


9.	FAIR VALUE

Fair Value Measurements

In May 2011, the FASB issued ASU 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. This new accounting guidance under ASC 820, Fair Value Measurement, provides convergence to IFRS and amends fair value measurement and disclosure guidance. Among other things, new disclosures are

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required for qualitative information and sensitivity analysis regarding Level 3 measurements. We adopted this new guidance effective January 1, 2012 as required and have incorporated it into the following disclosures.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. To measure fair value, a hierarchy has been established that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs. This hierarchy uses three levels of inputs to measure the fair value of assets and liabilities as follows:

Level 1 – Quoted prices in active markets for identical assets or liabilities; includes U.S. Treasury and other U.S. Government and agency securities actively traded in over-the-counter markets; mutual funds and stock; securities sold, not yet purchased; and certain derivatives.

Level 2 – Observable inputs other than Level 1 including quoted prices for similar assets or liabilities, quoted prices in less active markets, or other observable inputs that can be corroborated by observable market data; also includes derivative contracts whose value is determined using a pricing model with observable market inputs or can be derived principally from or corroborated by observable market data. This category generally includes U.S. Government and agency securities; municipal securities; CDO securities; mutual funds and stock; private equity investments; securities sold, not yet purchased; and derivatives.

Level 3 – Unobservable inputs supported by little or no market activity for financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation; also includes observable inputs for nonbinding single dealer quotes not corroborated by observable market data. This category generally includes municipal securities; private equity investments, most CDO securities, and the total return swap.

We use fair value to measure certain assets and liabilities on a recurring basis when fair value is the primary measure for accounting. This is done primarily for AFS and trading investment securities; private equity investments; securities sold, not yet purchased; and derivatives. Fair value is used on a nonrecurring basis to measure certain assets when applying lower of cost or market accounting or when adjusting carrying values, such as for loans held for sale, impaired loans, and OREO. Fair value is also used when evaluating impairment on certain assets, including HTM and AFS securities, goodwill, core deposit and other intangibles, long-lived assets, and for disclosures of certain financial instruments.

Utilization of Third Party Service Providers

We use third party service providers and a licensed internal third party model to estimate fair value for certain of our AFS securities as follows:

For AFS Level 2 securities, we use a third party pricing service to provide pricing, if available, for securities in the following reporting categories: U.S. Treasury, agencies and corporations (except Federal Agricultural Mortgage Corporation (“FAMC”) securities); municipal securities; trust preferred – banks and insurance; and other (including ABS CDOs). At June 30, 2012, the fair value of AFS Level 2 securities for which we obtained pricing from the third party pricing service in these reporting categories amounted to approximately $1.8 billion of the $2.0 billion total of AFS Level 2 securities.

For AFS Level 3 securities, we use other third party service providers to provide pricing, if available, for securities in the following reporting categories: trust preferred – banks and insurance, trust preferred – real estate investment trusts, auction rate, and other (including ABS CDOs). At June 30, 2012, the fair value of AFS Level 3 securities for which we obtained pricing from these third party service providers in these reporting categories amounted to approximately $53 million of the $1.0 billion total of AFS Level 3 securities. In addition, the fair values for approximately $905 million at June 30, 2012 of our AFS Level 3 securities were determined utilizing a licensed internal third party model. See “trust preferred CDO internal model” discussed subsequently.

Fair values of the remaining AFS Level 2 and Level 3 securities not valued by pricing from third party services or the licensed internal third party model were determined by us using market corroborative data. At June 30, 2012, the Level 2 securities consisted of approximately $143 million of FAMC securities and $6 million of mutual funds and stock, and the Level 3 securities consisted of $16 million of municipal securities and $30 million of ABS CDOs. Estimation of the fair values of the FAMC securities included the use of a standard mortgage pass-through calculator that incorporates discounted cash flows, while the municipal securities included the use of a standard form discounted cash flow model with certain inputs adjusted for market conditions.

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For AFS Level 2 securities, the third party pricing service provides documentation on an ongoing basis that includes, among other things, pricing information with respect to reference data, methodology, inputs summarized by asset class, pricing application, corroborative information, etc. The documentation includes benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, and reference data including market research publications. Also included are data from the vendor trading platform. We review, test and validate this information as appropriate.

For AFS Level 3 securities, we compare assumptions with other third party service providers and with our internal models and the information we have about market trends and trading data. This includes information regarding trading prices, implied discounts, outlier information, valuation assumptions, etc. We consider this information to determine whether the comparability of the security and the orderliness of the trades make such reported prices suitable to consider in our estimates of fair value.

Because of the timeliness of our involvement, the ongoing exchange of market information, and our agreement on input assumptions, we do not adjust prices from our third party service providers. The procedures discussed previously help ensure that the fair value information received was determined in accordance with applicable accounting guidance.

Available-for-Sale and Trading

AFS and trading investment securities are fair valued under Level 1 using quoted market prices when available for identical securities. When quoted prices are not available, fair values are determined under Level 2 using quoted prices for similar securities or independent pricing services that incorporate observable market data when possible. The largest portion of AFS securities include certain CDOs backed by trust preferred securities issued by banks and insurance companies and, to a lesser extent, by REITs. These securities are fair valued primarily under Level 3.

U.S. Treasury, Agencies and Corporations

Valuation inputs under Level 2 utilized by the third party service provider are discussed previously.

Municipal Securities

Valuation inputs under Level 2 utilized by the third party service provider are discussed previously. We may also include reported trades and material event notices from the Municipal Securities Rulemaking Board, plus new issue data. Municipal securities under Level 3 are fair valued similar to the auction rate securities.

Trust Preferred Collateralized Debt Obligations

Substantially all of the CDO portfolio is fair valued using an income-based cash flow modeling approach incorporating several methodologies that primarily include internal and third party models.

Trust preferred CDO internal model: A licensed third party cash flow model, which requires the Company to input its own default assumptions, is used to estimate fair values of bank and insurance trust preferred CDOs. We utilize a statistical regression of quarterly regulatory ratios that we have identified as predictive of future bank failures to create a credit-specific probability of default (“PD”) for each bank issuer. The inputs are updated quarterly to include the most recent available financial ratios and the regression formula is updated periodically to utilize those financial ratios that have best predicted bank failures during this credit cycle (“ratio-based approach”). Our ratio-based approach, while generally referencing trailing quarter regulatory data and ratios, seeks to incorporate the most recent available information.

Approximately 27% of the bank issuers are public companies included in a third party proprietary reduced form model. The model generates PDs using equity valuation-related inputs along with other macro and issuer-specific inputs.

We use a floor PD of 30 basis points (“bps”) for year one for collateral where the higher of the one-year PDs from our ratio based approach and those from the third party proprietary reduced form model would be lower. The short-term 30 bps PD is similar to the PD we would apply if we had direct lending exposures to CDO pool collateral. We use a floor PD of 48 bps each year from years two to five smoothing the step-up to reach a 65 bps minimum PD for year six. We utilize a minimum PD for years six to maturity of 65 bps for bank collateral.

The resulting five-year PDs at June 30, 2012 ranged from 100% for the “worst” deferring banks to 2.18% for the “best” deferring banks. The weighted average assumed loss rate on deferring collateral was 24% at June 30, 2012 and 26% at both March 31, 2012 and December 31, 2011. This loss rate is calculated as a percentage of the par amount of deferring collateral within a pool that is expected to default prior to the end of a five-year deferral period. The model includes the expectation that deferrals that do not default will pay their contractually required back interest and return to a current status at the end of five years. Estimates of expected loss for the individual pieces of underlying collateral are aggregated to

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arrive at a pool-level expected loss rate for each CDO. These loss assumptions are applied to the CDO’s structure to generate cash flow projections for each tranche of the CDO.

We utilize a present value technique to identify both the OTTI present in the CDO tranches and to estimate fair value. To determine the credit-related portion of OTTI in accordance with applicable accounting guidance, we use the security specific effective interest rate when estimating the present value of cash flows. We discount the credit-adjusted cash flow of each CDO tranche at a tranche-specific discount rate which reflects the risk that the actual cash flow may vary from the expected credit-adjusted cash flow for that CDO tranche. This rate is consistent with market participants’ assumptions, which include market illiquidity, and is applied to credit adjusted cash flows. We follow applicable guidance on illiquid markets such that risk premiums should be reflective of an orderly transaction between market participants under current market conditions. Because these securities are not traded on exchanges and trading prices are not posted on the TRACE^® system (Trade Reporting and Compliance Engine^®), we also seek information from market participants to obtain trade price information.

The discount rate assumption used for valuation purposes for each CDO tranche is derived from trading yields on publicly traded trust preferred securities and projected PDs on the underlying issuers as well as observed trades in our CDO tranches in accordance with applicable accounting guidance. The data set generally includes one or more publicly-traded trust preferred securities in deferral with regard to the payment of current interest and observed trades in our CDO tranches which appeared to be either orderly (that is, not distressed or forced); or whose orderliness could not be definitively refuted. Trading data is generally limited to a single transaction in each of several of our original AAA-rated tranches and several of our original A-rated tranches. The effective yields on the securities are then used to determine a relationship between the effective yield and expected loss. Expected loss for this purpose is a measure of the variability of cash flows from the mean estimate of cash flow across all Monte Carlo simulations. This relationship is then considered along with other third party or market data in order to identify appropriate discount rates to be applied to the CDOs.

Our June 30, 2012, valuations for bank and insurance tranches utilized a discount rate range of LIBOR + 3.75% for the highest quality/most over-collateralized insurance-only tranches and LIBOR + 26.0% for the lowest credit quality tranche, which included bank collateral, in order to reflect market level assumptions for structured finance securities. For tranches that include bank collateral, the discount rate was at least LIBOR + 6.6% for the highest quality/most over-collateralized tranches. These discount rates are applied to already credit-adjusted cash flows for each tranche.

CDO tranches with greater uncertainty in their cash flows are discounted at rates higher than those market participants would use for tranches with more stable expected cash flows (e.g., as a result of more subordination and/or better credit quality in the underlying collateral). The high end of the discount rate spectrum was applied to tranches in which minor changes in default assumption timing produced substantial deterioration in tranche cash flows. These discount rates are applied to credit-adjusted cash flows, which constitute each tranche’s expected cash flows; discount rates are not applied to a hypothetical contractual cash flow.

At June 30, 2012, the discount rates utilized for fair value purposes for tranches that include bank collateral were:

1)LIBOR + 6.6% to 7.6% and averaged LIBOR + 6.7% for first priority original AAA-rated bonds;

2)LIBOR + 6.6% to 8.3% and averaged LIBOR + 7.0% for lower priority original AAA-rated bonds;

3)LIBOR + 6.8% to 21.9% and averaged LIBOR + 13.6% for original A-rated bonds; and

4)LIBOR + 10.4% to 26.0% and averaged LIBOR + 22.5% for original BBB-rated bonds.

Accordingly, the wide difference between the effective interest rate used in the determination of the credit component of OTTI and the discount rate on the CDOs used in the determination of fair value results in the unrealized losses. The discount rate used for fair value purposes significantly exceeds the effective interest rate for the CDOs. The differences average approximately 6% for the original AAA-rated CDO tranches, 12% for the original A-rated CDO tranches, and 20% for the original BBB-rated CDO tranches. With the exception of certain of the most senior CDOs, most of the principal payments are not expected prior to the final maturity date, which is generally 2029 or later. High market discount rates and the long maturities of the CDO tranches result in full principal repayment contributing little to CDO tranche fair values.

Certain REIT and ABS CDOs are fair valued by third party services using their proprietary models. These models utilize relevant data assumptions, which we evaluate for reasonableness. These assumptions include, but are not limited to, discount rates, PDs, loss-given-default rates, over-collateralization levels, and rating transition probability matrices from rating agencies. See subsequent discussion regarding key model inputs and assumptions. The model prices obtained from third party services are evaluated for reasonableness including quarter to quarter changes in assumptions and comparison to other available data, which included third party and internal model results and valuations.

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Auction Rate Securities

Our market approach methodology includes various data inputs, including AAA municipal and corporate bond yield curves, credit ratings and leverage of each closed-end fund, and market yields for municipal bonds and commercial paper.

Private Equity Investments

Private equity investments valued under Level 2 on a recurring basis are investments in partnerships that invest in certain financial services and real estate companies, some of which are publicly traded. Fair values are determined from net asset values, or their equivalents, provided by the partnerships. These fair values are determined on the last business day of the month using values from the primary exchange. In the case of illiquid or nontraded assets, the partnerships obtain fair values from independent sources. We have no unfunded commitments to these partnerships and redemption is available annually.

Private equity investments valued under Level 3 on a recurring basis are recorded initially at acquisition cost, which is considered the best indication of fair value unless there have been material subsequent positive or negative developments that justify an adjustment in the fair value estimate. Subsequent adjustments to recorded fair values are based as necessary on current and projected financial performance, recent financing activities, economic and market conditions, market comparables, market liquidity, sales restrictions, and other factors.

Derivatives

Derivatives are fair valued according to their classification as either exchange-traded or over-the-counter (“OTC”). Exchange-traded derivatives consist of forward currency exchange contracts that have been fair valued under Level 1 because they are traded in active markets. OTC derivatives, including those for customers, consist of interest rate swaps and options. These derivatives are fair valued under Level 2 using third party services. Observable market inputs include yield curves (the LIBOR swap curve and applicable basis swap curves), foreign exchange rates, commodity prices, option volatilities, counterparty credit risk, and other related data. Credit valuation adjustments are required to reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk. These adjustments are determined generally by applying a credit spread for the counterparty or the Company as appropriate to the total expected exposure of the derivative. Amounts disclosed in the following schedules differ from the presentation in Note 6 in that they include the foreign currency exchange contracts and are presented net of cash collateral offsets. The estimation of fair value of the total return swap is discussed in Note 6.

Securities Sold, Not Yet Purchased

Securities sold, not yet purchased are fair valued under Level 1 when quoted prices are available for the securities involved. Those under Level 2 are fair valued similar to trading account investment securities.

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Quantitative Disclosure of Fair Value Measurements

Assets and liabilities measured at fair value by class on a recurring basis are summarized as follows:



(In thousands)	June 30, 2012
	Level 1		Level 2		Level 3		Total
ASSETS
Investment securities:
Available-for-sale:
U.S. Treasury, agencies and corporations	$	3,100	$	1,837,914			$	1,841,014
Municipal securities			102,717		$	16,360	119,077
Asset-backed securities:
Trust preferred – banks and insurance			184		926,450		926,634
Trust preferred – real estate investment trusts					14,431		14,431
Auction rate					7,166		7,166
Other (including ABS CDOs)			5,626		40,666		46,292
Mutual funds and stock	206,729		6,247				212,976
	209,829		1,952,688		1,005,073		3,167,590
Trading account			20,539				20,539
Other noninterest-bearing investments:
Private equity			5,220		121,488		126,708
Other assets:
Derivatives:
Interest rate related and other			5,751				5,751
Interest rate swaps for customers			83,319				83,319
Foreign currency exchange contracts	4,366						4,366
	4,366		89,070				93,436
	$	214,195	$	2,067,517	$	1,126,561	$	3,408,273
LIABILITIES
Securities sold, not yet purchased	$	82,658	$	22,224			$	104,882
Other liabilities:
Derivatives:
Interest rate related and other			579				579
Interest rate swaps for customers			88,196				88,196
Foreign currency exchange contracts	4,643						4,643
Total return swap					$	5,337	5,337
	4,643		88,775		5,337		98,755
Other					121		121
	$	87,301	$	110,999	$	5,458	$	203,758

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(In thousands)	December 31, 2011
	Level 1		Level 2		Level 3		Total
ASSETS
Investment securities:
Available-for-sale:
U.S. Treasury, agencies and corporations	$	3,103	$	1,874,010			$	1,877,113
Municipal securities			104,787		$	17,381	122,168
Asset-backed securities:
Trust preferred – banks and insurance			354		929,356		929,710
Trust preferred – real estate investment trusts					18,645		18,645
Auction rate					70,020		70,020
Other (including ABS CDOs)			6,826		43,546		50,372
Mutual funds and stock	156,829		5,938				162,767
	159,932		1,991,915		1,078,948		3,230,795
Trading account			40,273				40,273
Other noninterest-bearing investments:
Private equity			5,339		128,348		133,687
Other assets:
Derivatives:
Interest rate related and other			9,560				9,560
Interest rate swaps for customers			82,648				82,648
Foreign currency exchange contracts	6,498						6,498
	6,498		92,208				98,706
	$	166,430	$	2,129,735	$	1,207,296	$	3,503,461
LIABILITIES
Securities sold, not yet purchased	$	13,098	$	31,388			$	44,486
Other liabilities:
Derivatives:
Interest rate related and other			734				734
Interest rate swaps for customers			87,363				87,363
Foreign currency exchange contracts	6,046						6,046
Total return swap					$	5,422	5,422
	6,046		88,097		5,422		99,565
Other					86		86
	$	19,144	$	119,485	$	5,508	$	144,137

Key Model Inputs and Assumptions

Key model unobservable input assumptions used to fair value certain asset-backed securities by class under Level 3 include the following at June 30, 2012:

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(Dollars in thousands)	Fair value at June 30, 2012			Valuation approach	Constant default rate (“CDR”)	Loss severity	Prepayment rate
Asset-backed securities:
Trust preferred – predominantly banks	$	765,465		Income	Pool specific ³	100%	Pool specific ⁷
Trust preferred – predominantly insurance	288,665			Income	Pool specific ⁴	100%	4.5% per year
Trust preferred – individual banks	18,005			Market
	1,072,135		¹
Trust preferred – real estate investment trusts	14,431			Income	Pool specific ⁵	60-100%	0% per year
Other (including ABS CDOs)	52,880		²	Income	Collateral specific ⁶	70-100%	Collateral weighted average life

¹Includes $926.4 million of AFS securities and $145.7 million of HTM securities.

²Includes $40.7 million of AFS securities and $12.2 million of HTM securities.

³CDR ranges: yr 1 – 0.30% to 7.80%; yrs 2-5 – 0.45% to 0.63%; yrs 6 to maturity – 0.58% to 0.70%.

⁴CDR ranges: yr 1 – 0.32% to 0.41%; yrs 2-5 – 0.45% to 0.47%; yrs 6 to maturity – 0.50% to 0.54%.

⁵CDR ranges: yr 1 – 5.6% to 8.3%; yrs 2-3 – 4.1% to 6.1%; yrs 4-6 – 1.0%; yrs 6 to maturity – 0.50%.

⁶These are predominantly ABS CDOs whose collateral is rated. CDR and loss severities are built up from the loan level and vary by collateral ratings, asset class, and vintage.

⁷Constant Prepayment Rate (“CPR”) ranges: 3.0% to 25.15% annually until 2016; 2016 to maturity – 3.0% annually.

The fair value of the Level 3 bank and insurance CDO portfolio would generally be adversely affected by significant increases in the CDR for performing collateral, the loss percentage expected from deferring collateral, and the discount rate used. The fair value of the portfolio would generally be positively affected by increases in interest rates and prepayment rates. For a specific tranche within a CDO, the directionality of the fair value change for a given assumption change may differ depending on the seniority level of the tranche. For example, faster prepayment may increase the fair value of a senior most tranche of a CDO while decreasing the fair value of a more junior tranche.

The following presents the percentage of total fair value of predominantly bank trust preferred CDOs by vintage year (origination date) according to original rating:



(Dollars in thousands)
	Fair value at June 30, 2012		Percentage of total fair value according to original rating						Percentage of total fair value by vintage
Vintage year			Percentage of total fair value according to original rating
Vintage year			AAA		A		BBB
2001	$	54,703	6.0	%	1.0	%	0.1	%		7.1	%
2002	232,448		27.8		2.6		—			30.4
2003	266,372		23.9		10.9		—			34.8
2004	126,927		7.2		9.4		—			16.6
2005	13,121		0.9		0.8		0.1			1.8
2006	39,395		2.6		2.3		0.2			5.1
2007	32,499		4.2		—		—			4.2
	$	765,465	72.6	%	27.0	%	0.4	%		100.0	%

Reconciliation of Level 3 Fair Value Measurements

The following reconciles the beginning and ending balances of assets and liabilities that are measured at fair value by class on a recurring basis using Level 3 inputs:

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	Level 3 Instruments
	Three Months Ended June 30, 2012
(In thousands)	Municipal securities			Trust preferred – banks and insurance			Trust preferred – REIT			Auction rate			Other asset-backed			Private equity investments			Derivatives			Other liabilities
Balance at March 31, 2012	$	17,109		$	935,870		$	16,000		$	40,873		$	40,322		$	134,746		$	(5,218	)	$	(205	)
Total net gains (losses) included in:
Statement of income:
Accretion of purchase discount on securities available-for-sale	21			2,475			61			1			80
Dividends and other investment income																6,820
Equity securities losses, net																(10,086		)
Fixed income securities gains, net				3,224						2,246
Net impairment losses on investment securities				(6,967		)
Other noninterest expense																						84
Other comprehensive income (loss)	(595		)	3,534			(1,630		)	546			569
Purchases																4,397
Sales																(9,064		)
Redemptions and paydowns	(175		)	(11,686		)				(36,500		)	(305		)	(5,325		)	(119		)
Balance at June 30, 2012	$	16,360		$	926,450		$	14,431		$	7,166		$	40,666		$	121,488		$	(5,337	)	$	(121	)



	Level 3 Instruments
	Six Months Ended June 30, 2012
(In thousands)	Municipal securities			Trust preferred – banks and insurance			Trust preferred – REIT			Auction rate			Other asset-backed			Private equity investments			Derivatives			Other liabilities
Balance at December 31, 2011	$	17,381		$	929,356		$	18,645		$	70,020		$	43,546		$	128,348		$	(5,422	)	$	(86	)
Total net gains (losses) included in:
Statement of income:
Accretion of purchase discount on securities available-for-sale	64			5,028			101			2			160
Dividends and other investment income																8,559
Equity securities losses, net																(625		)
Fixed income securities gains (losses), net				7,776						4,134			(5,773		)
Net impairment losses on investment securities				(17,176		)
Other noninterest expense																						(35		)
Other comprehensive income (loss)	(635		)	33,733			(4,315		)	1,335			5,883
Purchases																7,379
Sales																(14,718		)
Redemptions and paydowns	(450		)	(32,267		)				(68,325		)	(3,150		)	(7,455		)	85
Balance at June 30, 2012	$	16,360		$	926,450		$	14,431		$	7,166		$	40,666		$	121,488		$	(5,337	)	$	(121	)

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	Level 3 Instruments
	Three Months Ended June 30, 2011
(In thousands)	Municipal securities			Trust preferred – banks and insurance			Trust preferred – REIT			Auction rate			Other asset-backed			Private equity investments			Derivatives			Other liabilities
Balance at March 31, 2011	$	19,057		$	1,183,999		$	19,714		$	109,244		$	69,487		$	142,547		$	(10,511	)	$	(442	)
Total net gains (losses) included in:
Statement of income:
Accretion of purchase discount on securities available-for-sale	21			1,413						1			34
Dividends and other investment income																4,858
Equity securities losses, net																(1,635		)
Fixed income securities gains (losses), net				3,595						875			(6,935		)
Net impairment losses on investment securities				(3,046		)							(2,112		)
Other noninterest expense
Other comprehensive income (loss)	(216		)	(6,852		)	(583		)	(41		)	5,076
Purchases																9,466
Sales				(71,940		)							(19,310		)	(4,009		)
Redemptions and paydowns				(9,252		)				(18,975		)	(864		)	(15,148		)	5,091
Balance at June 30, 2011	$	18,862		$	1,097,917		$	19,131		$	91,104		$	45,376		$	136,079		$	(5,420	)	$	(442	)



	Level 3 Instruments
	Six Months Ended June 30, 2011
(In thousands)	Municipal securities			Trust preferred – banks and insurance			Trust preferred – REIT			Auction rate			Other asset-backed			Private equity investments			Derivatives			Other liabilities
Balance at December 31, 2010	$	22,289		$	1,241,694		$	19,165		$	109,609		$	69,630		$	141,690		$	(15,925	)	$	(561	)
Total net gains (losses) included in:
Statement of income:
Accretion of purchase discount on securities available-for-sale	190			2,890						9			73
Dividends and other investment income																5,565
Equity securities losses, net																(738		)
Fixed income securities gains (losses), net	18			7,063			(3,605		)	882			(6,928		)
Net impairment losses on investment securities				(4,866		)	(1,285		)				(2,112		)
Other noninterest expense																						119
Other comprehensive income (loss)	(515		)	(57,893		)	5,394			(61		)	6,400
Purchases																12,799
Sales	(895		)	(72,881		)	(538		)	(135		)	(19,310		)	(7,286		)
Redemptions and paydowns	(2,225		)	(18,090		)				(19,200		)	(2,377		)	(15,951		)	10,505
Balance at June 30, 2011	$	18,862		$	1,097,917		$	19,131		$	91,104		$	45,376		$	136,079		$	(5,420	)	$	(442	)

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The preceding reconciling amounts using Level 3 inputs include the following realized gains (losses):



	Three Months Ended June 30,					Six Months Ended June 30,
(In thousands)	Three Months Ended June 30,					Six Months Ended June 30,
	2012		2011			2012		2011
Dividends and other investment income	$	3,859	$	1,619		$	4,516	$	3,250
Fixed income securities gains (losses), net	5,470		(2,465		)	6,137		(2,570		)

Nonrecurring Fair Value Measurements

Included in the balance sheet amounts are the following amounts of assets that had fair value changes measured on a nonrecurring basis.



(In thousands)	Fair value at June 30, 2012								Fair value at December 31, 2011
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
ASSETS
HTM securities adjusted for OTTI	—		—		$	7,940	$	7,940	—		—		$	8,308	$	8,308
Impaired loans	—		$	16,060	—		16,060		—		$	3,615	—		3,615
Other real estate owned	—		38,498		—		38,498		—		66,188		—		66,188
	$	—	$	54,558	$	7,940	$	62,498	$	—	$	69,803	$	8,308	$	78,111



	Gains (losses) from fair value changes						Gains (losses) from fair value changes
(In thousands)	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
ASSETS
HTM securities adjusted for OTTI	$	(341	)	$	—		$	(341	)	$	—
Impaired loans	(640		)	(1,719		)	(3,041		)	(5,473		)
Other real estate owned	(6,429		)	(8,754		)	(12,416		)	(30,415		)
	$	(7,410	)	$	(10,473	)	$	(15,798	)	$	(35,888	)

During the three and six months ended June 30, we recognized net gains of $2.9 million and $5.8 million in 2012, and $5.5 million and $11.0 million in 2011, respectively, from the sale of OREO properties that had a carrying value at the time of sale of approximately $84.7 million and $145.3 million during the six months ended June 30, 2012 and 2011, respectively. Previous to their sale during the three- and six-month periods, we recognized impairment on these properties of $3.2 million and $3.9 million in 2012, and $9.9 million and $14.8 million in 2011, respectively.

Impaired (or nonperforming) loans that are collateral-dependent are fair valued under Level 2 based on the fair value of the collateral. Performing loans are not generally considered to be collateral-dependent because the primary source of loan repayment is not the liquidation of the collateral by the bank. Land loans require the selling of parcels to meet loan repayments. OREO is fair valued under Level 2 at the lower of cost or fair value based on property appraisals at the time the property is recorded in OREO and as appropriate thereafter.

Measurement of impairment for collateral-dependent loans and OREO is based on third party appraisals that utilize one or more valuation techniques (income, market and/or cost approaches). The valuation method used for impaired construction loans is “as is.” Any adjustments to calculated fair value are made based on recently completed and validated third party appraisals, third party appraisal services, automated valuation services, or our informed judgment. Evaluations are made to determine that the appraisal process meets the relevant concepts and requirements of applicable accounting guidance.

Automated valuation services may be used primarily for residential properties when values from any of the previous methods were not available within 90 days of the balance sheet date. These services use models based on market, economic, and demographic values. The use of these models has only occurred in a very few instances and the related property valuations have not been significant to consider disclosure under Level 3 rather than Level 2.

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Impaired loans not collateral-dependent are fair valued based on the present value of future cash flows discounted at the expected coupon rates over the lives of the loans. Because the loans were not discounted at market interest rates, the valuations do not represent fair value and have been excluded from the nonrecurring fair value balance in the preceding schedules.

Fair Value of Certain Financial Instruments

Following is a summary of the carrying values and estimated fair values of certain financial instruments:



	June 30, 2012				December 31, 2011
(In thousands)	Carrying value		Estimated fair value		Carrying value		Estimated fair value
Financial assets:
HTM investment securities	$	773,016	$	715,710	$	807,804	$	729,974
Loans and leases (including loans held for sale), net of allowance	36,040,879		36,116,562		36,296,284		36,006,619
Financial liabilities:
Time deposits	3,211,942		3,240,712		3,413,550		3,444,189
Foreign deposits	1,504,827		1,504,178		1,575,361		1,574,271
Other short-term borrowings	7,621		7,655		70,273		70,387
Long-term debt (less fair value hedges)	2,265,233		2,560,106		1,943,618		2,225,078

This summary excludes financial assets and liabilities for which carrying value approximates fair value. For financial assets, these include cash and due from banks and money market investments. For financial liabilities, these include demand, savings and money market deposits, and federal funds purchased and security repurchase agreements. The estimated fair value of demand, savings and money market deposits is the amount payable on demand at the reporting date. Carrying value is used because the accounts have no stated maturity and the customer has the ability to withdraw funds immediately. Also excluded from the summary are financial instruments recorded at fair value on a recurring basis, as previously described.

HTM investment securities primarily consist of municipal securities and bank and insurance trust preferred CDOs. HTM municipal securities are fair valued under Level 3 using a standard form discounted cash flow model as discussed previously and the valuation inputs described under auction rate securities. HTM bank and insurance trust preferred CDOs are fair valued using the licensed internal third party model described previously.

The fair value of loans is estimated according to their status as nonimpaired or impaired. For nonimpaired loans, the fair value is estimated by discounting future cash flows using the LIBOR yield curve adjusted by a factor which reflects the credit and interest rate risk inherent in the loan. These future cash flows are then reduced by the estimated “life-of-the-loan” aggregate credit losses in the loan portfolio. These adjustments for lifetime future credit losses are derived from the methods used to estimate the ALLL for our loan portfolio and are adjusted quarterly as necessary to reflect the most recent loss experience. Impaired loans are already considered to be held at fair value. See Impaired Loans in Note 5 for details on the impairment measurement method for impaired loans. Loans, other than those held for sale, are not normally purchased and sold by the Company, and there are no active trading markets for most of this portfolio. Accordingly, our estimates of fair value for loans are categorized as Level 3.

The fair values of time and foreign deposits, other short-term borrowings, and long-term debt are estimated under Level 2. Time and foreign deposits, and other short-term borrowings, are fair valued by discounting future cash flows using the LIBOR yield curve to the given maturity dates. Long-term debt is fair valued based on actual market trades (i.e., an asset value) when available, or discounting cash flows to maturity using the LIBOR yield curve adjusted for credit spreads.

These fair value disclosures represent our best estimates based on relevant market information and information about the financial instruments. Fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of the various instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in the above methodologies and assumptions could significantly affect the estimates.

Further, certain financial instruments and all nonfinancial instruments are excluded from the applicable disclosure requirements. Therefore, the fair value amounts shown in the schedule do not, by themselves, represent the underlying value of the Company as a whole.

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10.	GUARANTEES, COMMITMENTS AND CONTINGENCIES

Guarantees

The following are guarantees issued by the Company:



(In thousands)	June 30, 2012		December 31, 2011
Standby letters of credit:
Financial	$	883,714	$	914,986
Performance	166,238		165,298
	$	1,049,952	$	1,080,284

The Company’s 2011 Annual Report on Form 10-K contains further information about these letters of credit including their terms and collateral requirements. At June 30, 2012, the Company had recorded approximately $12.6 million as a liability for these guarantees, which consisted of $8.1 million attributable to the reserve for unfunded lending commitments and $4.5 million of deferred commitment fees.

As of June 30, 2012, the Parent has guaranteed approximately $300 million of debt of affiliated trusts issuing trust preferred securities.

Legal Matters

We are subject to litigation in court and arbitral proceedings, as well as proceedings, investigations, examinations and other actions brought or considered by governmental and self-regulatory agencies. At any given time, litigation may relate to lending, deposit and other customer relationships, vendor and contractual issues, employee matters, intellectual property matters, personal injuries and torts, regulatory and legal compliance, and other matters.

At any given time, proceedings, investigations, examinations and other actions brought or considered by governmental and self-regulatory agencies may relate to our banking, investment advisory, trust, securities, and other products and services; our customers' involvement in money-laundering, fraud, securities violations and other illicit activities or our policies and practices relating to such customer activities; and our compliance with the broad range of banking, securities and other laws and regulations applicable to us. At any given time, we may be in the process of responding to subpoenas, requests for documents, data and testimony relating to such matters and engaging in discussions to resolve the matters.

At least quarterly, we review outstanding and new legal matters, utilizing then available information. In accordance with applicable accounting guidance, if we determine that a loss from a matter is probable and the amount of the loss can be reasonably estimated, we establish an accrual for the loss. In the absence of such a determination, no accrual is made. Once established, accruals are adjusted to reflect developments relating to the matters.

In our review, we also assess whether we can determine the range of reasonably possible losses for significant matters in which we are unable to determine that the likelihood of a loss is remote. Because of the difficulty of predicting the outcome of legal matters, discussed subsequently, we are able to estimate such a range only for a limited number of matters. We currently estimate the aggregate range of reasonably possible losses for those matters to be from $3 million to $90 million, including the accrued liability, if any, related to those matters. This estimated range of reasonably possible losses is based on information currently available as of June 30, 2012 and has increased from an estimated range of $3 million to $75 million as of March 31, 2012 due to reassessments of the remoteness of loss in certain non-class action claims. The matters underlying the estimated range will change from time to time, and actual results may vary significantly from this estimate. Those matters for which an estimate is not possible are not included within this estimated range and, therefore, this estimated range does not represent our maximum loss exposure.

Based on our current knowledge, we believe that our current estimated liability for litigation and other legal actions and claims, reflected in our accruals and determined in accordance with applicable accounting guidance, is adequate and that liabilities in excess of the amounts currently accrued, if any, arising from litigation and other legal actions and claims for which an estimate as previously described is possible, will not have a material impact on our financial condition, results of operations, or cash flows. However, in light of the significant uncertainties involved in these matters, and the very large or indeterminate damages sought in some of these matters, an adverse outcome in one or more of these matters could be material to our financial

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ZIONS BANCORPORATION AND SUBSIDIARIES

condition, results of operations, or cash flows for any given reporting period.

Any estimate or determination relating to the future resolution of litigation, arbitration, governmental or self-regulatory examinations, investigations or actions or similar matters is inherently uncertain and involves significant judgment. This is particularly true in the early stages of a legal matter, when legal issues and facts have not been well articulated, reviewed, analyzed, and vetted through discovery, preparation for trial or hearings, substantive and productive mediation or settlement discussions, or other actions. It is also particularly true with respect to class action and similar claims involving multiple defendants, matters with complex procedural requirements or substantive issues or novel legal theories, and examinations, investigations and other actions conducted or brought by governmental and self-regulatory agencies, in which the normal adjudicative process is not applicable. Accordingly, we usually are unable to determine whether a favorable or unfavorable outcome is remote, reasonably likely, or probable, or to estimate the amount or range of a probable or reasonably likely loss, until relatively late in the course of a legal matter, sometimes not until a number of years have elapsed. Accordingly, our judgments and estimates relating to claims will change from time to time in light of developments and actual outcomes will differ from our estimates. These differences may be material.

While most matters relate to individual claims, we are also subject to putative class action claims and similar broader claims. Current putative class actions include the following:


•	three complaints relating to allegedly wrongful acts in our processing of overdraft fees on debit card transactions,

Barlow, et. al. v. Zions First National Bank and Zions Bancorporation, pending in the United States District Court for the District of Utah,

Sadlier, et. al. v. National Bank of Arizona, pending in the Superior Court for the State of Arizona, County of Maricopa, and

Starr, et al. v. California Bank & Trust, pending in the Superior Court for the State of California at San Diego; and


•	a complaint relating to our banking relationships with customers that allegedly engaged in wrongful telemarketing practices, Reyes v. Zions First National Bank, et. al., pending in the United States District Court for the Eastern District of Pennsylvania.

Each of these class-action matters is in a relatively early stage, with discovery not yet having been commenced, except in the Reyes case. A complaint relating to allegedly wrongful practices relating to our recording of customer and employee phone calls, Hernandez v. California Bank & Trust and Zions Bancorporation, et al., brought in the Superior Court for the State of California at Los Angeles, was recently dismissed.


11.	RETIREMENT PLANS

The following discloses the net periodic benefit cost (credit) and its components for the Company’s pension and postretirement plans:



	Pension benefits						Supplemental retirement benefits						Postretirement benefits						Pension benefits						Supplemental retirement benefits						Postretirement benefits
(In thousands)	Three Months Ended June 30,																		Six Months Ended June 30,
	2012			2011			2012			2011			2012			2011			2012			2011			2012			2011			2012			2011
Service cost	$	13		$	46		$	—		$	—		$	9		$	8		$	25		$	92		$	—		$	—		$	18		$	16
Interest cost	1,892			2,087			115			140			12			14			3,783			4,173			230			279			23			27
Expected return on plan assets	(2,827		)	(3,111		)													(5,654		)	(6,221		)
Amortization of prior service cost (credit)							31			31			(61		)	(61		)							62			62			(122		)	(122		)
Amortization of net actuarial (gain) loss	2,345			1,305			(28		)	(4		)	(22		)	(31		)	4,691			2,611			(57		)	(8		)	(43		)	(63		)
Net periodic benefit cost (credit)	$	1,423		$	327		$	118		$	167		$	(62	)	$	(70	)	$	2,845		$	655		$	235		$	333		$	(124	)	$	(142	)

As disclosed in the Company’s 2011 Annual Report on Form 10-K, the Company has frozen its participation and benefit accruals for the pension plan and its contributions for individual benefit payments in the postretirement benefit plan.

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12.	OPERATING SEGMENT INFORMATION

We manage our operations and prepare management reports and other information with a primary focus on geographical area. As of June 30, 2012, we operate eight community/regional banks in distinct geographical areas. Performance assessment and resource allocation are based upon this geographical structure. Zions Bank operates 105 branches in Utah and 26 branches in Idaho. CB&T operates 102 branches in California. Amegy operates 83 branches in Texas. NBA operates 74 branches in Arizona. NSB operates 53 branches in Nevada. Vectra operates 37 branches in Colorado and one branch in New Mexico. TCBW operates one branch in the state of Washington. TCBO operates one branch in Oregon. Additionally, each subsidiary bank, except for NSB, NBA and TCBO, operates a foreign branch in the Grand Cayman Islands.

The operating segment identified as “Other” includes the Parent, Zions Management Services Company (“ZMSC”), certain nonbank financial service subsidiaries, TCBO, and eliminations of transactions between segments. ZMSC provides internal technology and operational services to affiliated operating businesses of the Company. ZMSC charges most of its costs to the affiliates on an approximate break-even basis.

The accounting policies of the individual operating segments are the same as those of the Company. Transactions between operating segments are primarily conducted at fair value, resulting in profits that are eliminated for reporting consolidated results of operations. Operating segments pay for centrally provided services based upon estimated or actual usage of those services.

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The following table presents selected operating segment information for the three months ended June 30, 2012 and 2011:



(In millions)	Zions Bank						CB&T						Amegy						NBA						NSB
	2012			2011			2012			2011			2012			2011			2012			2011			2012			2011
CONDENSED INCOME STATEMENT
Net interest income	$	171.6		$	176.4		$	117.9		$	128.4		$	90.4		$	98.3		$	41.4		$	43.3		$	31.0		$	35.3
Provision for loan losses	20.4			21.6			(3.8		)	(5.8		)	(8.9		)	(0.2		)	2.5			1.8			(1.6		)	(18.2		)
Net interest income after provision for loan losses	151.2			154.8			121.7			134.2			99.3			98.5			38.9			41.5			32.6			53.5
Net impairment losses on investment securities	(0.2		)	—			—			—			—			—			—			—			—			—
Loss on sale of investment securities to Parent	—			—			—			—			—			—			—			—			—			—
Other noninterest income	45.6			49.6			18.4			23.8			45.3			39.3			7.8			9.5			8.5			10.1
Noninterest expense	125.5			137.2			84.4			93.1			86.8			84.1			38.0			37.0			34.3			35.7
Income (loss) before income taxes	71.1			67.2			55.7			64.9			57.8			53.7			8.7			14.0			6.8			27.9
Income tax expense (benefit)	25.2			23.0			22.2			26.0			18.8			17.7			3.4			5.5			2.4			9.8
Net income (loss)	45.9			44.2			33.5			38.9			39.0			36.0			5.3			8.5			4.4			18.1
Net income (loss) applicable to noncontrolling interests	—			—			—			—			—			—			—			—			—			—
Net income (loss) applicable to controlling interest	45.9			44.2			33.5			38.9			39.0			36.0			5.3			8.5			4.4			18.1
Preferred stock dividends	(6.0		)	—			(3.3		)	—			(6.1		)	—			(1.5		)	—			—			—
Net earnings (loss) applicable to common shareholders	$	39.9		$	44.2		$	30.2		$	38.9		$	32.9		$	36.0		$	3.8		$	8.5		$	4.4		$	18.1
AVERAGE BALANCE SHEET DATA
Total assets	$	17,330		$	16,149		$	10,880		$	10,804		$	12,081		$	11,235		$	4,457		$	4,482		$	4,171		$	4,169
Total loans	12,402			12,799			8,350			8,285			7,909			7,794			3,280			3,305			2,169			2,408
Total deposits	14,814			13,621			9,219			9,221			9,595			8,712			3,721			3,745			3,626			3,548
Shareholder’s equity:
Preferred equity	480			480			248			262			410			488			275			305			242			360
Common equity	1,430			1,285			1,291			1,224			1,661			1,544			358			332			279			235
Noncontrolling interests	—			—			—			—			—			—			—			—			—			—
Total shareholder’s equity	1,910			1,765			1,539			1,486			2,071			2,032			633			637			521			595
	Vectra						TCBW						Other						Consolidated Company
	2012			2011			2012			2011			2012			2011			2012			2011
CONDENSED INCOME STATEMENT
Net interest income	28.6			26.0			7.1			7.6			(56.0		)	(99.1		)	432.0			416.2
Provision for loan losses	1.4			(1.2		)	0.8			3.2			0.1			0.1			10.9			1.3
Net interest income after provision for loan losses	27.2			27.2			6.3			4.4			(56.1		)	(99.2		)	421.1			414.9
Net impairment losses on investment securities	—			—			—			—			(7.1		)	(5.2		)	(7.3		)	(5.2		)
Loss on sale of investment securities to Parent	—			—			—			—			—			—			—			—
Other noninterest income	5.6			5.3			0.7			0.8			(1.6		)	(4.9		)	130.3			133.5
Noninterest expense	24.7			26.3			4.3			3.9			3.6			(1.0		)	401.6			416.3
Income (loss) before income taxes	8.1			6.2			2.7			1.3			(68.4		)	(108.3		)	142.5			126.9
Income tax expense (benefit)	2.7			2.1			0.9			0.4			(24.6		)	(30.2		)	51.0			54.3
Net income (loss)	5.4			4.1			1.8			0.9			(43.8		)	(78.1		)	91.5			72.6
Net income (loss) applicable to noncontrolling interests	—			—			—			—			(0.2		)	(0.2		)	(0.2		)	(0.2		)
Net income (loss) applicable to controlling interest	5.4			4.1			1.8			0.9			(43.6		)	(77.9		)	91.7			72.8
Preferred stock dividends	—			—			(0.2		)	—			(19.4		)	(43.8		)	(36.5		)	(43.8		)
Net earnings (loss) applicable to common shareholders	5.4			4.1			1.6			0.9			(63.0		)	(121.7		)	55.2			29.0
AVERAGE BALANCE SHEET DATA
Total assets	2,380			2,245			871			852			720			1,056			52,890			50,992
Total loans	1,993			1,791			557			586			69			(128		)	36,729			36,840
Total deposits	2,029			1,873			721			671			(783		)	(506		)	42,942			40,885
Shareholder’s equity:
Preferred equity	70			70			13			15			93			266			1,831			2,246
Common equity	208			204			78			72			(592		)	(298		)	4,713			4,598
Noncontrolling interests	—			—			—			—			(2		)	(1		)	(2		)	(1		)
Total shareholder’s equity	278			274			91			87			(501		)	(33		)	6,542			6,843

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ZIONS BANCORPORATION AND SUBSIDIARIES

The following table presents selected operating segment information for the six months ended June 30, 2012 and 2011:



(In millions)	Zions Bank					CB&T						Amegy						NBA						NSB
	2012			2011		2012			2011			2012			2011			2012			2011			2012			2011
CONDENSED INCOME STATEMENT
Net interest income	$	344.2		$	349.0	$	235.7		$	257.1		$	184.7		$	191.3		$	83.5		$	86.4		$	62.2		$	68.4
Provision for loan losses	60.9			60.6		(6.7		)	5.4			(32.2		)	3.1			9.0			2.5			(8.3		)	(17.4		)
Net interest income after provision for loan losses	283.3			288.4		242.4			251.7			216.9			188.2			74.5			83.9			70.5			85.8
Net impairment losses on investment securities	(0.2		)	—		—			—			—			—			—			—			—			—
Loss on sale of investment securities to Parent	—			—		(9.2		)	(13.5		)	—			—			—			—			—			—
Other noninterest income	100.9			99.1		36.9			62.2			78.9			73.3			15.5			18.0			16.4			18.7
Noninterest expense	247.5			265.6		165.6			183.4			168.8			164.0			75.9			82.1			69.6			70.3
Income (loss) before income taxes	136.5			121.9		104.5			117.0			127.0			97.5			14.1			19.8			17.3			34.2
Income tax expense (benefit)	48.1			41.2		41.3			46.5			42.1			31.9			5.5			7.8			6.0			11.9
Net income (loss)	88.4			80.7		63.2			70.5			84.9			65.6			8.6			12.0			11.3			22.3
Net income (loss) applicable to noncontrolling interests	—			—		—			—			—			—			—			—			—			—
Net income (loss) applicable to controlling interest	88.4			80.7		63.2			70.5			84.9			65.6			8.6			12.0			11.3			22.3
Preferred stock dividends	(12.0		)	—		(6.6		)	—			(12.2		)	—			(1.5		)	—			—			—
Net earnings (loss) applicable to common shareholders	$	76.4		$	80.7	$	56.6		$	70.5		$	72.7		$	65.6		$	7.1		$	12.0		$	11.3		$	22.3
AVERAGE BALANCE SHEET DATA
Total assets	$	17,293		$	16,158	$	10,857		$	10,785		$	12,058		$	11,228		$	4,462		$	4,455		$	4,148		$	4,134
Total loans	12,468			12,814		8,347			8,316			7,892			7,683			3,280			3,289			2,186			2,416
Total deposits	14,759			13,557		9,166			9,217			9,534			8,706			3,715			3,728			3,597			3,518
Shareholder’s equity:
Preferred equity	480			480		255			262			449			488			290			305			251			360
Common equity	1,408			1,289		1,286			1,207			1,653			1,527			355			328			277			231
Noncontrolling interests	—			—		—			—			—			—			—			—			—			—
Total shareholder’s equity	1,888			1,769		1,541			1,469			2,102			2,015			645			633			528			591
	Vectra					TCBW						Other						Consolidated Company
	2012			2011		2012			2011			2012			2011			2012			2011
CONDENSED INCOME STATEMENT
Net interest income	$	54.3		$	51.8	$	14.5		$	15.2		$	(104.8	)	$	(179.2	)	$	874.3		$	840.0
Provision for loan losses	2.4			1.9		1.4			5.1			—			0.1			26.5			61.3
Net interest income after provision for loan losses	51.9			49.9		13.1			10.1			(104.8		)	(179.3		)	847.8			778.7
Net impairment losses on investment securities	—			—		—			—			(17.3		)	(8.3		)	(17.5		)	(8.3		)
Loss on sale of investment securities to Parent	—			—		—			—			9.2			13.5			—			—
Other noninterest income	11.0			10.8		1.3			1.3			(13.4		)	(12.6		)	247.5			270.8
Noninterest expense	49.6			51.0		9.0			8.4			8.0			(0.2		)	794.0			824.6
Income (loss) before income taxes	13.3			9.7		5.4			3.0			(134.3		)	(186.5		)	283.8			216.6
Income tax expense (benefit)	4.3			3.1		1.8			0.9			(46.2		)	(51.9		)	102.9			91.4
Net income (loss)	9.0			6.6		3.6			2.1			(88.1		)	(134.6		)	180.9			125.2
Net income (loss) applicable to noncontrolling interests	—			—		—			—			(0.5		)	(0.5		)	(0.5		)	(0.5		)
Net income (loss) applicable to controlling interest	9.0			6.6		3.6			2.1			(87.6		)	(134.1		)	181.4			125.7
Preferred stock dividends	—			—		(0.2		)	—			(68.2		)	(81.9		)	(100.7		)	(81.9		)
Net earnings (loss) applicable to common shareholders	$	9.0		$	6.6	$	3.4		$	2.1		$	(155.8	)	$	(216.0	)	$	80.7		$	43.8
AVERAGE BALANCE SHEET DATA
Total assets	$	2,372		$	2,249	$	884		$	852		$	661		$	988		$	52,735		$	50,849
Total loans	1,963			1,787		556			577			68			(128		)	36,760			36,754
Total deposits	2,028			1,873		734			670			(876		)	(532		)	42,657			40,737
Shareholder’s equity:
Preferred equity	70			70		14			15			284			182			2,093			2,162
Common equity	205			203		77			71			(582		)	(236		)	4,679			4,620
Noncontrolling interests	—			—		—			—			(2		)	(1		)	(2		)	(1		)
Total shareholder’s equity	275			273		91			86			(300		)	(55		)	6,770			6,781

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Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING INFORMATION

Statements in this Quarterly Report on Form 10-Q that are based on other than historical data are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations or forecasts of future events and include, among others:


•	statements with respect to the beliefs, plans, objectives, goals, guidelines, expectations, anticipations, and future financial condition, results of operations and performance of Zions Bancorporation (“the Parent”) and its subsidiaries (collectively “the Company,” “Zions,” “we,” “our,” “us”);


•	statements preceded by, followed by or that include the words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “projects,” or similar expressions.

These forward-looking statements are not guarantees of future performance, nor should they be relied upon as representing management’s views as of any subsequent date. Forward-looking statements involve significant risks and uncertainties and actual results may differ materially from those presented, either expressed or implied, including, but not limited to, those presented in the Management’s Discussion and Analysis. Factors that might cause such differences include, but are not limited to:


•	the Company’s ability to successfully execute its business plans, manage its risks, and achieve its objectives;

•

changes in local, national and international political and economic conditions, including without limitation the political and economic effects of the recent economic crisis, delay of recovery from that crisis, economic conditions and fiscal imbalances in the United States and other countries, potential or actual downgrades in rating of sovereign debt issued by the United States and other countries, and other major developments, including wars, military actions, and terrorist attacks;


•	changes in financial market conditions, either internationally, nationally or locally in areas in which the Company conducts its operations, including without limitation reduced rates of business formation and growth, commercial and residential real estate development and real estate prices;


•	fluctuations in markets for equity, fixed-income, commercial paper and other securities, including availability, market liquidity levels, and pricing;


•	changes in interest rates, the quality and composition of the loan and securities portfolios, demand for loan products, deposit flows and competition;


•	acquisitions and integration of acquired businesses;


•	increases in the levels of losses, customer bankruptcies, bank failures, claims, and assessments;


•	changes in fiscal, monetary, regulatory, trade and tax policies and laws, and regulatory assessments and fees, including policies of the U.S. Department of Treasury, the OCC, the Board of Governors of the Federal Reserve Board System, and the FDIC;


•	the Company’s participation in and exit from governmental programs implemented under the EESA and the ARRA, including the TARP and CPP, and the impact of such programs and related regulations on the Company;


•	the impact of executive compensation rules under the Dodd-Frank Act, the EESA and the ARRA, which may impact the ability of the Company and other American financial institutions to retain and recruit executives and other personnel necessary for their businesses and competitiveness;

•

the impact of the Dodd-Frank Act and of new international standards known as Basel III, and rules and regulations thereunder, many of which have not yet been promulgated, on our required regulatory capital and liquidity levels, governmental assessments on us, the scope of business activities in which we may engage, the manner in which we engage in such activities, the fees we may charge for certain products and services, and other matters affected by the Dodd-Frank Act and these international standards;


•	continuing consolidation in the financial services industry;


•	new legal claims against the Company, including litigation, arbitration and proceedings brought by governmental or self-regulatory agencies, or changes in existing legal matters;

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ZIONS BANCORPORATION AND SUBSIDIARIES


•	success in gaining regulatory approvals, when required;


•	changes in consumer spending and savings habits;


•	increased competitive challenges and expanding product and pricing pressures among financial institutions;


•	inflation and deflation;


•	technological changes and the Company’s implementation of new technologies;


•	the Company’s ability to develop and maintain secure and reliable information technology systems;


•	legislation or regulatory changes which adversely affect the Company’s operations or business;


•	the Company’s ability to comply with applicable laws and regulations;


•	changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or regulatory agencies; and


•	increased costs of deposit insurance and changes with respect to FDIC insurance coverage levels.

Except to the extent required by law, the Company specifically disclaims any obligation to update any factors or to publicly announce the result of revisions to any of the forward-looking statements included herein to reflect future events or developments.

GLOSSARY OF ACRONYMS



ABS	Asset-Backed Security	HTM	Held-to-Maturity
ACL	Allowance for Credit Losses	IA	Indemnification Asset
AFS	Available-for-Sale	IFRS	International Financial Reporting Standards
ALCO	Asset/Liability Committee	ISDA	International Swap Dealer Association
ALLL	Allowance for Loan and Lease Losses	LIBOR	London Interbank Offered Rate
Amegy	Amegy Corporation	Lockhart	Lockhart Funding LLC
AOCI	Accumulated Other Comprehensive Income	NBA	National Bank of Arizona
ARRA	American Recovery and Reinvestment Act	NOW	Negotiable Order of Withdrawal
ASC	Accounting Standards Codification	NRSRO	Nationally Recognized Statistical Rating Organization
ASU	Accounting Standards Update	NSB	Nevada State Bank
ATM	Automated Teller Machine	OCC	Office of the Comptroller of the Currency
bps	Basis Points	OCI	Other Comprehensive Income
CB&T	California Bank & Trust	OREO	Other Real Estate Owned
CDO	Collateralized Debt Obligation	OTC	Over-the-Counter
CDR	Constant Default Rate	OTTI	Other-Than-Temporary Impairment
CLTV	Combined Loan-to-Value Ratio	Parent	Zions Bancorporation
CPP	Capital Purchase Program	PCI	Purchased Credit-Impaired
CPR	Constant Prepayment Rate	PD	Probability of Default
CRE	Commercial Real Estate	PIK	Payment in Kind
DB	Deutsche Bank AG	REIT	Real Estate Investment Trust
DBRS	Dominion Bond Rating Service	RULC	Reserve for Unfunded Lending Commitments
Dodd-Frank Act	Dodd-Frank Wall Street Reform and Consumer Protection Act	SBA	Small Business Administration
DTA	Deferred Tax Asset	SBIC	Small Business Investment Company
DTL	Deferred Tax Liability	SEC	Securities and Exchange Commission
EESA	Emergency Economic Stabilization Act	TARP	Troubled Asset Relief Program
FAMC	Federal Agricultural Mortgage Corporation, or “Farmer Mac”	TCBO	The Commerce Bank of Oregon
FASB	Financial Accounting Standards Board	TCBW	The Commerce Bank of Washington
FDIC	Federal Deposit Insurance Corporation	TDR	Troubled Debt Restructuring
FHLB	Federal Home Loan Bank	TRS	Total Return Swap
FICO	Fair Isaac Corporation	Vectra	Vectra Bank Colorado
FRB	Federal Reserve Board	Zions Bank	Zions First National Bank
GAAP	Generally Accepted Accounting Principles	ZMSC	Zions Management Services Company
HECL	Home Equity Credit Line

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ZIONS BANCORPORATION AND SUBSIDIARIES

CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES

The Company has made no significant changes in its critical accounting policies and significant estimates from those disclosed in its 2011 Annual Report on Form 10-K.

RESULTS OF OPERATIONS

The Company reported net earnings applicable to common shareholders of $55.2 million, or $0.30 per diluted share for the second quarter of 2012, compared to net earnings applicable to common shareholders of $29.0 million, or $0.16 per diluted share for the same prior year period. The significant improvement in net earnings was mainly caused by the following favorable changes:


•	$15.8 million increase in net interest income;


•	$11.5 million decrease in other real estate expense;


•	$7.9 million increase in fixed income securities gains;


•	$7.3 million reduction in preferred stock dividends; and


•	$5.3 million decline in other noninterest expense.

The impact of these items was partially offset by the following:


•	$11.0 million decrease in fair value and nonhedge derivative income;


•	$9.5 million increase in the provision for loan losses;


•	$6.8 million increase in the provision for unfunded lending commitments; and


•	$5.4 million decline in other service charges, commissions, and fees.

Net earnings applicable to common shareholders for the first six months of 2012 were $80.7 million, or $0.44 per diluted share, compared to net earnings applicable to common shareholders of $43.8 million, or $0.24 per diluted share in the corresponding prior year period. The improved result reflects the following:


•	$34.8 million decrease in the provision for loan losses;


•	$34.3 million increase in net interest income;


•	$27.8 million reduction in other real estate expense;


•	$18.0 million reduction in FDIC premiums; and


•	$10.0 million increase in equity securities gains.

The impact of these items was partially offset by the following:


•	$18.8 million increase in preferred stock dividends;


•	$18.5 million decrease in other noninterest income;


•	$16.6 million decline in fair value and nonhedge derivative income;


•	$12.9 million reduction in other service charges, commissions, and fees;


•	$12.6 million increase in the provision for unfunded lending commitments; and


•	$11.5 million increase in income taxes.

During 2009, the Company executed a subordinated debt modification and exchange transaction. The original discount on the convertible subordinated debt was $679 million and the remaining discount at June 30, 2012 was $174 million. It included the following components:


•	the fair value discount on the debt; and


•	the value of the beneficial conversion feature which added the right of the debt holder to convert the debt into preferred stock.

The discount associated with the convertible subordinated debt is amortized to interest expense using the interest method over the remaining term of the subordinated debt (referred to herein as “discount amortization”). When holders of the convertible subordinated notes convert to preferred stock, the rate of amortization is accelerated by immediately expensing any unamortized discount associated with the converted debt (referred to herein as “accelerated discount amortization”).

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Excluding the impact of these noncash expenses, income before income taxes and subordinated debt conversions for the second quarter of 2012 was $169.4 million compared to $199.7 million for the second quarter of 2011.



	Three Months Ended
(In millions)	June 30, 2012		March 31, 2012		December 31, 2011			September 30, 2011			June 30, 2011
Income before income taxes (GAAP)	$	142.5	$	141.3		$	136.6		$	168.1	$	126.9
Convertible subordinated debt discount amortization	10.7		11.1			10.8			10.7		11.4
Accelerated convertible subordinated debt discount amortization	16.2		12.2			5.8			7.4		61.4
Income before income taxes and subordinated debt conversions (non-GAAP)	$	169.4	$	164.6		$	153.2		$	186.2	$	199.7

The impact of the conversion of subordinated debt into preferred stock is further discussed in the “Capital Management” section.

Net Interest Income, Margin and Interest Rate Spreads

Net interest income is the difference between interest earned on interest-earning assets and interest incurred on interest-bearing liabilities. Taxable-equivalent net interest income is the largest portion of Zions' revenue. For the second quarter of 2012, taxable-equivalent net interest income was $436.6 million, compared to $447.2 million for the first quarter of 2012, and $421.2 million in the second quarter of 2011. The tax rate used for calculating all taxable-equivalent adjustments was 35% for all periods presented.

A gauge that we use to measure the Company's success in managing its net interest income is the level and stability of the net interest margin. The net interest margin was 3.62% and 3.73% for the second and first quarters of 2012, respectively, and 3.62% for the second quarter of 2011. The decreased net interest margin for the second quarter of 2012 compared to the first quarter of 2012 resulted primarily from:


•	differences in the amount of amortization and accelerated amortization on convertible subordinated debt, see “Capital Management” for further discussion;


•	issuances of long-term debt;


•	changes in the composition of interest-earning assets;


•	interest rate resets on older-vintage, longer-term adjustable rate loans;


•	new loans originated at lower rates; and


•	lower cost of interest-bearing deposits only partially offsetting the impact of the previous items.

Low-yielding money market investments increased to 16.0% of average interest-earning assets for the second quarter of 2012, compared to 15.1% and 10.3% for the first quarter of 2012 and second quarter of 2011, respectively. The average rate earned on money market investments remained stable when compared to the same prior year period. See “Interest Rate and Market Risk Management” for further discussion of how we manage the portfolios of interest-earning assets, interest-bearing liabilities, and associated risk. The average interest rate earned on net loans and leases, excluding FDIC-supported loans, declined 40 basis points to 5.07% in the second quarter of 2012 from 5.47% in the corresponding prior year period. The two factors that primarily caused this decrease are (1) adjustable rate loans originated in the past resetting to lower rates due to the current repricing index being lower than the rate when the loans were originated, and (2) maturing loans, many of which had rate floors, being replaced with new loans at lower original coupons and/or lower floors compared to the rates at which loans were originated when spreads were higher. Average total loans and leases were stable when compared to both the first quarter of 2012 and the second quarter of 2011.

Our total cost of funding remained stable in the second quarter of 2012 compared to the first quarter of 2012 and declined compared to second quarter of 2011, due to a favorable change in the mix of funding sources and a decline in rates on interest-bearing liabilities. Average noninterest-bearing deposits increased to $16.2 billion (35.0% of total average liabilities) in the second quarter of 2012, compared to $15.7 billion (34.4% of total average liabilities) in the prior quarter and $14.2 billion (32.1% of total average liabilities) in the second quarter of 2011. Average borrowed funds increased by 2.1% but the average rate paid decreased by 638 basis points from the corresponding prior year period, primarily due to decreased accelerated discount amortization expense resulting from the fact that fewer holders of convertible debt elected to convert their holdings to

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preferred stock. Average interest-bearing deposits remained stable when compared to the second quarter of 2011.

The Company believes that its “core net interest margin” is more reflective of its operating performance than the reported net interest margin. We calculate the core net interest margin by excluding the impact of discount amortization on convertible subordinated debt, accelerated discount amortization on convertible subordinated debt, and additional accretion of interest income on acquired loans from the net interest margin. The core net interest margin was 3.72% for the second quarter of 2012 and 4.07% for the second quarter of 2011 due to the previously discussed changes in asset and funding mix and pricing. See “GAAP to non-GAAP Reconciliations” for a reconciliation between the GAAP net interest margin and the non-GAAP core net interest margin.

The spread on average interest-bearing funds was 3.16% and 3.29% for the second and first quarters of 2012, respectively, and 2.90% for the second quarter of 2011. The spread on average interest-bearing funds for the second quarter of 2012 was affected by most of the same factors that had an impact on the net interest margin.

The average interest rate earned on the securities portfolio increased by 99 bps to 3.82% for the second quarter of 2012 from 2.83% in the comparable prior year period. This increase in the rate earned on the securities portfolio is primarily attributable to the change in the mix of securities and one AFS single issuer trust preferred security, which came current with previously deferred interest. In November 2011, the Company sold $700 million of U.S. Treasury securities, which reduced the balance of lower-yielding securities and increased the yield on the overall securities portfolio. The proceeds were deposited in the Federal Reserve account of a subsidiary bank until the Company made a $700 million TARP preferred stock redemption in March 2012.

We believe the following factors may positively impact the net interest margin in the next several quarters: the decreased level of nonperforming assets, a smaller balance of low-yielding liquid assets, as we plan to use a portion of those assets to redeem the remaining TARP preferred stock in the second half of 2012, and modest loan growth. We believe the following factors may adversely affect the net interest margin: competitive loan pricing conditions, rate resets on loans originated in a higher interest rate environment, expiration of loans with interest rate floors that are “in the money,” and the discount amortization related to the debt modification transactions, including the accelerated discount amortization to the extent that holders of the modified debt elect to convert their holdings to preferred stock. On balance, we expect continued modest compression of the net interest margin for several quarters.

The unamortized discount on the convertible subordinated debt was $174 million as of June 30, 2012, or 37.2% of the $467 million of remaining outstanding convertible subordinated notes, and will be amortized to interest expense over the remaining life of the debt using the interest method.

The Company expects to remain somewhat “asset-sensitive” with regard to interest rate risk. The current period of historically low interest rates has lasted for several years. During this time, the Company has maintained an interest rate risk position that is more asset sensitive than it was prior to the economic crisis, and it expects to maintain this more asset sensitive position for a prolonged period. With interest rates at historically low levels, there is a reduced need to protect against falling interest rates. Our estimates of the Company's actual rate risk position are highly dependent upon a number of assumptions regarding the repricing behavior of various deposit and loan types in response to changes in both short-term and long-term interest rates, balance sheet composition, and other modeling assumptions, as well as the actions of competitors and customers in response to those changes. Further detail on interest rate risk is discussed in ”Interest Rate Risk” on page 80 of the Company's 2011 Annual Report on Form 10-K, and in this filing in “Interest Rate Risk.”

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ZIONS BANCORPORATION AND SUBSIDIARIES

CONSOLIDATED AVERAGE BALANCE SHEETS, YIELDS AND RATES

(Unaudited)



	Three Months Ended June 30, 2012							Three Months Ended June 30, 2011
(In thousands)	Average balance			Amount of interest ¹		Average rate		Average balance				Amount of interest ¹		Average rate
ASSETS
Money market investments	$	7,786,191		$	5,099	0.26	%	$	4,792,704			$	3,199	0.27	%
Securities:
Held-to-maturity	797,843			11,339		5.72	%	821,768				11,289		5.51	%
Available-for-sale	3,084,771			25,603		3.34	%	4,031,836				22,788		2.27	%
Trading account	18,877			148		3.15	%	60,894				538		3.54	%
Total securities	3,901,491			37,090		3.82	%	4,914,498				34,615		2.83	%
Loans held for sale	157,308			1,561		3.99	%	144,048				1,525		4.25	%
Loans ²:
Loans and leases	36,067,463			454,688		5.07	%	35,960,395				490,083		5.47	%
FDIC-supported loans	661,597			24,416		14.84	%	879,290				34,298		15.65	%
Total loans	36,729,060			479,104		5.25	%	36,839,685				524,381		5.71	%
Total interest-earning assets	48,574,050			522,854		4.33	%	46,690,935				563,720		4.84	%
Cash and due from banks	1,025,681							1,036,501
Allowance for loan losses	(1,004,879		)					(1,321,098		)
Goodwill	1,015,129							1,015,161
Core deposit and other intangibles	61,511							79,950
Other assets	3,218,519							3,490,867
Total assets	$	52,890,011						$	50,992,316
LIABILITIES
Interest-bearing deposits:
Savings and NOW	$	7,435,000		3,207		0.17	%	$	6,548,676			4,776		0.29	%
Money market	14,522,941			10,259		0.28	%	14,827,231				17,904		0.48	%
Time	3,264,853			6,053		0.75	%	3,854,641				9,411		0.98	%
Foreign	1,490,695			1,304		0.35	%	1,490,636				2,166		0.58	%
Total interest-bearing deposits	26,713,489			20,823		0.31	%	26,721,184			—	34,257		0.51	%
Borrowed funds:
Securities sold, not yet purchased	6,128			29		1.90	%	37,989				394		4.16	%
Federal funds purchased and security repurchase agreements	474,026			161		0.14	%	660,017				200		0.12	%
Other short-term borrowings	13,290			66		2.00	%	169,574				1,189		2.81	%
Long-term debt	2,329,608			65,165		11.25	%	1,897,887				106,454		22.50	%
Total borrowed funds	2,823,052			65,421		9.32	%	2,765,467				108,237		15.70	%
Total interest-bearing liabilities	29,536,541			86,244		1.17	%	29,486,651				142,494		1.94	%
Noninterest-bearing deposits	16,228,973							14,163,514
Other liabilities	582,743							499,072
Total liabilities	46,348,257							44,149,237
Shareholders’ equity:
Preferred equity	1,830,845							2,246,088
Common equity	4,713,318							4,598,336
Controlling interest shareholders’ equity	6,544,163							6,844,424
Noncontrolling interests	(2,409		)					(1,345		)
Total shareholders’ equity	6,541,754							6,843,079
Total liabilities and shareholders’ equity	$	52,890,011						$	50,992,316
Spread on average interest-bearing funds						3.16	%							2.90	%
Taxable-equivalent net interest income and net yield on interest-earning assets				$	436,610	3.62	%					$	421,226	3.62	%

¹ Taxable-equivalent rates used where applicable.

² Net of unearned income and fees, net of related costs. Loans include nonaccrual and restructured loans.

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ZIONS BANCORPORATION AND SUBSIDIARIES

CONSOLIDATED AVERAGE BALANCE SHEETS, YIELDS AND RATES

(Unaudited)



	Six Months Ended June 30, 2012							Six Months Ended June 30, 2011
(In thousands)	Average balance			Amount of interest ¹		Average rate		Average balance			Amount of interest ¹		Average rate
ASSETS
Money market investments	$	7,534,218		$	9,727	0.26	%	$	4,654,089		$	6,042	0.26	%
Securities:
Held-to-maturity	798,792			22,338		5.62	%	827,353			22,336		5.44	%
Available-for-sale	3,089,299			49,307		3.21	%	4,069,212			45,828		2.27	%
Trading account	30,033			486		3.25	%	55,362			990		3.61	%
Total securities	3,918,124			72,131		3.70	%	4,951,927			69,154		2.82	%
Loans held for sale	166,105			3,063		3.71	%	152,016			3,126		4.15	%
Loans ²:
Loans and leases	36,073,190			918,518		5.12	%	35,838,713			975,698		5.49	%
FDIC-supported loans	687,237			47,975		14.04	%	915,483			67,467		14.86	%
Total loans	36,760,427			966,493		5.29	%	36,754,196			1,043,165		5.72	%
Total interest-earning assets	48,378,874			1,051,414		4.37	%	46,512,228			1,121,487		4.86	%
Cash and due from banks	1,074,330							1,057,568
Allowance for loan losses	(1,025,794		)					(1,372,116		)
Goodwill	1,015,129							1,015,161
Core deposit and other intangibles	63,674							82,646
Other assets	3,228,840							3,553,957
Total assets	$	52,735,053						$	50,849,444
LIABILITIES
Interest-bearing deposits:
Savings and NOW	$	7,317,585		6,814		0.19	%	$	6,475,370		9,557		0.30	%
Money market	14,612,356			22,016		0.30	%	14,922,532			36,937		0.50	%
Time	3,317,088			12,693		0.77	%	3,955,143			20,013		1.02	%
Foreign	1,449,552			2,713		0.38	%	1,464,950			4,234		0.58	%
Total interest-bearing deposits	26,696,581			44,236		0.33	%	26,817,995			70,741		0.53	%
Borrowed funds:
Securities sold, not yet purchased	14,443			220		3.06	%	35,038			737		4.24	%
Federal funds purchased and security repurchase agreements	501,344			315		0.13	%	681,875			431		0.13	%
Other short-term borrowings	30,842			500		3.26	%	171,451			2,795		3.29	%
Long-term debt	2,160,692			122,372		11.39	%	1,918,788			196,326		20.63	%
Total borrowed funds	2,707,321			123,407		9.17	%	2,807,152			200,289		14.39	%
Total interest-bearing liabilities	29,403,902			167,643		1.15	%	29,625,147			271,030		1.84	%
Noninterest-bearing deposits	15,960,236							13,919,432
Other liabilities	600,987							523,451
Total liabilities	45,965,125							44,068,030
Shareholders’ equity:
Preferred equity	2,093,197							2,162,287
Common equity	4,679,020							4,620,365
Controlling interest shareholders’ equity	6,772,217							6,782,652
Noncontrolling interests	(2,289		)					(1,238		)
Total shareholders’ equity	6,769,928							6,781,414
Total liabilities and shareholders’ equity	$	52,735,053						$	50,849,444
Spread on average interest-bearing funds						3.22	%						3.02	%
Taxable-equivalent net interest income and net yield on interest-earning assets				$	883,771	3.67	%				$	850,457	3.69	%

¹ Taxable-equivalent rates used where applicable.

²Net of unearned income and fees, net of related costs. Loans include nonaccrual and restructured loans.

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Provisions for Credit Losses

The provision for loan losses is the amount of expense that, in our judgment, is required to maintain the allowance for loan losses at an adequate level based upon the inherent risks in the loan portfolio. The provision for unfunded lending commitments is used to maintain the reserve for unfunded lending commitments at an adequate level based upon the inherent risks associated with such commitments. In determining adequate levels of the allowance and reserve, we perform periodic evaluations of the Company's various loan portfolios, the levels of actual charge-offs, credit trends, and external factors. See Note 5 of the Notes to Consolidated Financial Statements and “Credit Risk Management” for more information on how we determine the appropriate level for the allowance for loan and lease losses and the reserve for unfunded lending commitments.

The provision for loan losses for the second quarter of 2012 was $10.9 million compared to $1.3 million for the same prior year period. For the first six months of 2012 and 2011, the provision for loan losses was $26.5 million and $61.3 million, respectively. The Company continues to exercise caution with regard to the appropriate level of loan loss allowance, given the slow economic recovery. However, during the past twelve months the Company has experienced a significant improvement in credit quality metrics, including lower levels of criticized and classified loans and lower realized loss rates in most loan segments. At June 30, 2012, classified loans were $1.9 billion, compared to $2.7 billion at June 30, 2011. Additionally, construction and land development loans declined to 5.7% of the loan portfolio at June 30, 2012 compared to 7.5% a year earlier.

Net loan and lease charge-offs declined to $43.3 million in the second quarter of 2012 from $113.2 million in the same prior year period. See “Nonperforming Assets” and “Allowance and Reserve for Credit Losses” for further details.

During the second quarter of 2012, the Company recorded a $4.9 million provision for unfunded lending commitments compared to $(1.9) million for the same prior year period. The increased provision is primarily caused by a higher level of unfunded loan commitments. For the first six months of 2012 and 2011, the provision (credit) for unfunded lending commitments was $1.2 million and $(11.4) million, respectively. From period to period, the expense related to the reserve for unfunded lending commitments may be subject to sizeable fluctuations due to changes in the timing and volume of loan commitments, originations, and funding, as well as fluctuations in credit quality.

Although classified and nonperforming loan volumes continue to be elevated when compared to long-term historical levels, most measures of credit quality continued to show improvement in the second quarter and first six months of 2012. Barring any significant economic downturn, we expect the Company's credit costs to remain low for the next several quarters. We also anticipate continued reductions in criticized and classified loans of most types, and continued reduction in net charge-offs for the next several quarters, compared to the elevated levels experienced from 2008 through 2011.

Noninterest Income

Noninterest income represents revenues the Company earns for products and services that have no interest rate or yield associated with them. For the second quarter of 2012, noninterest income was $123.0 million compared to $128.3 million for the same prior year period.

Other service charges, commissions, and fees, which are comprised of ATM fees, insurance commissions, bankcard merchant fees, debit card interchange fees, cash management fees, lending commitment fees, syndication and servicing fees, and other miscellaneous fees decreased to $38.6 million from $44.0 million in the second quarter of 2011. Most of the decline can be attributed to decreased debit card interchange fees, partially offset by growth in loan fees.

Dividends and other investment income consists of revenue from the Company's bank-owned life insurance program and revenues from other investments. Revenues from other investments include dividends on FHLB stock, Federal Reserve Bank stock, and earnings from unconsolidated affiliates including certain alternative venture investments. For the second quarter of 2012, this income increased to $21.5 million from $17.2 million in the comparable prior year period. The increase was primarily the result of higher income from investments in private equity funds, and income from bank-owned life insurance.

Losses from fair value and nonhedge derivatives were $6.8 million in the second quarter of 2012 compared to a $4.2 million gain in the same prior year period. The loss in the second quarter of 2012 is primarily the result of expenses related to the TRS agreement. The income in the second quarter of 2011 was mainly attributable to Eurodollar futures contracts.

In the second quarter of 2012, the Company recognized a $5.5 million gain from fixed income securities while it had recorded a

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$2.4 million loss in the same prior year period. The gain resulted from the redemption of securities which had been acquired at a discount and from principal payments received for CDOs that had been previously written down.

The Company recognized net credit-related impairment losses on CDO investment securities of $7.3 million and $5.2 million in the second quarters of 2012 and 2011, respectively. See “Investment Securities Portfolio” for additional information.

Other noninterest income was $2.3 million for the second quarter of 2012 compared to $3.9 million in the same prior year period. The decrease was largely due to a decrease in income from interest-only strips related to guaranteed portions of SBA loans.

During the first half of 2012, noninterest income was $230.0 million compared to $262.5 million in the corresponding prior year period. Except for the items discussed below, explanations provided previously for the quarterly changes also apply to the year-to-date fluctuations.

The Company recorded $9.3 million of equity securities gains during the first six months of 2012 compared to a $0.7 million loss in the same prior year period. The gains in 2012 are attributable to increases in the values of venture fund investments.

Other noninterest income was $6.3 million and $24.9 million for the first six months of 2012 and 2011, respectively. The first quarter of 2011 included an $18.9 million gain related to certain loans which had been purchased from a failed bank in an FDIC-assisted transaction in 2009. The Company had submitted a bid for these loans, all of which were going to be covered by the FDIC loss sharing agreement. However, certain loans were charged off by the failed bank after the bid date but prior to the ownership transfer, and therefore the amount of the applicable loss sharing coverage had to be negotiated at a later date.

Noninterest Expense

Noninterest expense decreased to $401.7 million, or 3.5%, from the second quarter of 2011. During the past twelve months, the Company made significant progress in resolving problem loans and improving the credit quality of its loan portfolio, which resulted in significantly lower other real estate expense and credit-related expense.

Other real estate expense decreased by 64.0% from the same prior year period. The decrease is primarily due to a 39.4% reduction in OREO balances during the last 12 months and lower write-downs of OREO values during work-out.

Credit-related expense decreased to $12.4 million in the second quarter of 2012 from $17.1 million in the second quarter of 2011. The decrease resulted mainly from lower property tax, appraisal, and legal costs incurred during loan workouts.

The provision for unfunded lending commitments is described in the previous discussion under "Provisions for Credit Losses."

Legal and professional services expenses increased by $4.5 million from the second quarter of 2011, which was related to regulatory and legal matters.

FDIC premiums decreased by 31.4% compared to the same prior year period. The decrease is mainly caused by the change in the premium assessment formulas prescribed by the FDIC and by the improved credit quality of the Company's loan portfolio.

Other noninterest expense for the second quarter of 2012 decreased by $5.3 million compared to the corresponding prior year period, primarily as a result of a lower write-down of the FDIC indemnification asset attributable to loans purchased from the FDIC in 2009. FDIC-supported loans continued to perform better than expected and the FDIC indemnification asset continues to decline in value, although at a slower rate in the second quarter of 2012 compared to the second quarter of 2011.

For the first six months of 2012, noninterest expense was $794.0 million compared to $824.6 million in the same prior year period. Explanations provided previously for the quarterly changes also apply to the year-to-date changes.

Salaries and employee benefits for the first six months of 2012 increased by 1.9% from the comparable period in 2011. This was mainly caused by an increase in base salaries, retirement expense, and payroll taxes, partially offset by lower bonuses.

At June 30, 2012, the Company had 10,447 full-time equivalent employees, compared to 10,606 at December 31, 2011, and 10,548 at June 30, 2011.

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Income Taxes

The Company's income tax expense for the second quarter of 2012 was $51.0 million compared to an income tax expense of $54.3 million for the same period in 2011. The effective income tax rates, including the effects of noncontrolling interests, for the second quarter of 2012 and 2011 were 35.7% and 42.7%, respectively. The tax expense rate for the second quarter of 2012 was lower than the tax rate for the same period in 2011 as a result of a decrease in the nondeductible amount of a portion of the accelerated discount amortization from the conversion of subordinated debt to preferred stock during the second quarter of 2012. As discussed in previous filings, the Company has received federal income tax credits under the U.S. Government's Community Development Financial Institutions Fund that are recognized over a seven-year period from the year of investment. The effect of these tax credits was to reduce income tax expense by $0.3 million for the second quarter of 2012 and by $0.6 million for the second quarter of 2011.

The Company had a net deferred tax asset (“DTA”) of $479 million at June 30, 2012, compared to $509 million at December 31, 2011. The decrease in the DTA resulted primarily from loan charge-offs in excess of loan loss provisions, security and derivative fair value adjustments and the utilization of net operating loss and tax credit carryforward items. The decrease in the deferred tax liability related to the nondeductibility of a portion of the accelerated discount amortization from the conversion of subordinated debt to preferred stock did offset some of the overall decrease in DTA. The Company did not record an additional valuation allowance as of June 30, 2012. In assessing the need for a valuation allowance, both the positive and negative evidence about the realization of DTAs were evaluated. The ultimate realization of DTAs is based on the Company's ability to carry back net operating losses to prior tax periods, tax planning strategies that are prudent and feasible and current forecasts of future taxable income, including the reversal of deferred tax liabilities (“DTLs”), which can absorb losses generated in or carried forward to a particular tax year. After evaluating all of the factors and considering the weight of the positive evidence compared to the negative evidence, management has concluded it is more likely than not that the Company will realize the existing DTAs and that an additional valuation allowance is not needed. In addition, the Company has pursued strategies which may have the effect of mitigating the future possibility of a DTA valuation allowance.

BALANCE SHEET ANALYSIS

Interest-Earning Assets

Interest-earning assets are those assets that have interest rates or yields associated with them. One of our goals is to maintain a high level of interest-earning assets relative to total assets, while keeping nonearning assets at a minimum. Interest-earning assets consist of money market investments, securities, loans, and leases. Another one of our goals is to maintain a higher-yielding mix of interest earning assets, such as loans, relative to lower-yielding assets, such as money market investments and securities, while maintaining adequate levels of highly liquid assets. The current period of slow economic growth accompanied by the low loan demand experienced in recent quarters has made it difficult to consistently achieve these goals.

Average interest-earning assets were $48.4 billion for the first six months of 2012 compared to $46.5 billion for the same period in 2011. Average interest-earning assets as a percentage of total average assets for the first six months of 2012 was 91.7% compared to 91.5% for the comparable period of 2011.

Average money market investments, consisting of interest-bearing deposits, federal funds sold and security resell agreements, grew by 61.9% to $7.5 billion for the first six months of 2012 compared to $4.7 billion for the same period of 2011. Average securities decreased by 20.9%. Average total deposits increased by 4.7% while average loans and leases remained stable for the first six months of 2012 when compared to the same prior year period. The increase in average money market investments is due to stable loan balances, and therefore the Company has excess cash from increased customer deposits and other funding sources.

Investment Securities Portfolio

We invest in securities to generate revenues for the Company; portions of the portfolio are also available as a source of liquidity. The following schedules present a profile of the Company's investment securities portfolio. The amortized cost amounts represent the Company's original cost for the investments, adjusted for accumulated amortization or accretion of any yield adjustments related to the security, and credit impairment losses. The estimated fair value measurement levels and methodology are discussed in detail in Note 9 of the Notes to Consolidated Financial Statements.

We have included selected credit rating information for certain of the investment securities schedules because this information is one indication of the degree of credit risk to which we are exposed, and significant declines in ratings for our investment portfolio could indicate an increased level of risk for the Company. The Dodd-Frank Act required that after July 21, 2011,

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federal agencies could no longer mandate the use of rating agency ratings. Final regulations and effective dates for this provision were issued in June 2012.



	June 30, 2012						December 31, 2011						June 30, 2011
(In millions)	Amortized cost		Carrying value		Estimated fair value		Amortized cost		Carrying value		Estimated fair value		Amortized cost		Carrying value		Estimated fair value
Held-to-maturity:
Municipal securities	$	543	$	543	$	558	$	565	$	565	$	572	$	567	$	567	$	575
Asset-backed securities:
Trust preferred securities – banks and insurance	263		209		145		263		222		144		264		240		173
Other	23		21		12		24		21		14		26		23		15
	829		773		715		852		808		730		857		830		763
Available-for-sale:
U.S. Treasury securities	4		5		5		4		5		5		706		706		706
U.S. Government agencies and corporations:
Agency securities	139		144		144		153		158		158		177		183		183
Agency guaranteed mortgage-backed securities	476		497		497		535		553		553		598		614		614
Small Business Administration loan-backed securities	1,180		1,196		1,196		1,153		1,161		1,161		1,021		1,017		1,017
Municipal securities	118		119		119		121		122		122		136		138		138
Asset-backed securities:
Trust preferred securities – banks and insurance	1,758		927		927		1,794		930		930		1,860		1,099		1,099
Trust preferred securities – real estate investment trusts	40		14		14		40		19		19		40		19		19
Auction rate securities	7		7		7		71		70		70		92		91		91
Other	55		46		46		65		50		50		70		54		54
	3,777		2,955		2,955		3,936		3,068		3,068		4,700		3,921		3,921
Mutual funds and other	213		213		213		163		163		163		163		164		164
	3,990		3,168		3,168		4,099		3,231		3,231		4,863		4,085		4,085
Total	$	4,819	$	3,941	$	3,883	$	4,951	$	4,039	$	3,961	$	5,720	$	4,915	$	4,848

The amortized cost of investment securities on June 30, 2012 decreased by 2.7% and 15.8% from the balances on December 31, 2011, and June 30, 2011, respectively. The decrease from June 30, 2011 to June 30, 2012 was mostly due to sales of U.S. Treasury securities and sales and redemptions of bank and insurance company trust preferred securities, partially offset by increased investments in SBA loan-backed securities.

As of June 30, 2012, 6.6% of the $3.2 billion fair value of available-for-sale securities portfolio was valued at Level 1, 61.7% was valued at Level 2, and 31.7% was valued at Level 3 under the GAAP fair value accounting valuation hierarchy. At December 31, 2011, 5.0% of the $3.2 billion fair value of available-for-sale securities portfolio was valued at Level 1, 61.6% was valued at Level 2, and 33.4% was valued at Level 3. See Note 9 of the Notes to Consolidated Financial Statements for further discussion of fair value accounting.

The amortized cost of available-for-sale investment securities valued at Level 3 was $1,874 million at June 30, 2012 and the fair value of these securities was $1,005 million. The securities valued at Level 3 were comprised of ABS CDOs and auction rate securities. For these Level 3 securities, net pretax unrealized loss recognized in OCI at June 30, 2012 was $869 million. As of June 30, 2012, we believe that we will receive on settlement or maturity at least the amortized cost amounts of the Level 3 available-for-sale securities. This expectation applies to both those securities for which OTTI has been recognized and those for which no OTTI has been recognized.

The following schedule presents the Company's CDOs according to performing tranches without credit impairment and

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nonperforming tranches. These CDOs are a subset of our asset-backed securities and consist of both HTM and AFS securities.



	June 30, 2012
								Net unrealized losses recognized in OCI ¹				Weighted average discount rate ²		% of carrying value to par
(Amounts in millions)	No. of tranches	Par amount		Amortized cost		Carrying value		Net unrealized losses recognized in OCI ¹				Weighted average discount rate ²		June 30, 2012	March 31, 2012	Change
Performing CDOs
Predominantly bank CDOs	30	$	904	$	805	$	572		$	(233	)		7.02%	63%	66%	-3%
Insurance-only CDOs	21	450		445		330			(115		)		7.21%	73%	74%	-1%
Other CDOs	7	82		71		62			(9		)		7.54%	76%	78%	-2%
Total performing CDOs	58	1,436		1,321		964			(357		)		7.11%	67%	69%	-2%
Nonperforming CDOs ³
Deferring interest, but no credit impairment	3	72		72		21			(51		)		12.36%	29%	25%	4%
Credit impairment prior to last 12 months	33	595		438		136			(302		)		12.84%	23%	21%	2%
Credit impairment during last 12 months	23	444		278		72			(206		)		13.37%	16%	14%	2%
Total nonperforming CDOs	59	1,111		788		229			(559		)		13.02%	21%	19%	2%
Total CDOs	117	$	2,547	$	2,109	$	1,193		$	(916	)		9.69%	47%	48%	-1%
	December 31, 2011
(Amounts in millions)	No. of tranches	Par amount		Amortized cost		Carrying value		Net unrealized losses recognized in OCI ¹				Weighted average discount rate ²		% of carrying value to par
Performing CDOs
Predominantly bank CDOs	32	$	956	$	846	$	615		$	(231	)		7.06%	64%
Insurance-only CDOs	21	455		449		359			(90		)		5.75%	79%
Other CDOs	7	86		74		65			(9		)		6.87%	76%
Total performing CDOs	60	1,497		1,369		1,039			(330		)		6.65%	69%
Nonperforming CDOs ³
Deferring interest, but no credit impairment	3	72		72		17			(55		)		15.24%	24%
Credit impairment prior to last 12 months	37	676		498		120			(378		)		15.31%	18%
Credit impairment during last 12 months	18	365		217		43			(174		)		16.17%	12%
Total nonperforming CDOs	58	1,113		787		180			(607		)		15.59%	16%
Total CDOs	118	$	2,610	$	2,156	$	1,219		$	(937	)		10.46%	47%

¹Other comprehensive income, amounts presented are pretax.

² Margin over LIBOR

³ Defined as either deferring current interest (“PIKing”) or OTTI.

No significant assumption changes were made during the second quarter of 2012 to the internal model used to estimate fair values of CDOs. A pool specific prepayment rate continues to be calculated with reference to both (a) the percentage of each pool's performing collateral consisting of small banks, as well as, (b) the percentage which consists of collateral from large banks with investment grade ratings. Such large banks are assumed to prepay fully by the end of 2015. After 2015, each pool is assumed to prepay at a 3% annual rate.

For the second quarter of 2012, the resulting average annual prepayment rate assumption for pools which include both large and small banks is 7.95% for each year through 2015, followed by an annual prepayment rate assumption of 3% thereafter. For pools without large banks, we assume a 3% annual prepayment rate.

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For the best performing banks, the floors on the short-term and medium-term probabilities of default remain at 30 bps and 48 bps, respectively. The assumed long-term probabilities of default remain at 65 bps.

Valuation Sensitivity of Level 3 Bank and Insurance CDOs

The following schedule sets forth the sensitivity of the current CDO fair values, using the licensed third-party model, to changes in the most significant assumptions utilized in the model.



(Amounts in millions)
		Held-to-maturity						Available-for-sale
Fair value at June 30, 2012		$	145					$	905
		Incremental				Cumulative		Incremental				Cumulative
Currently Modeled Assumptions
Expected collateral credit losses ¹
Loss percentage from currently defaulted or deferring collateral ²						4.5	%					20.2	%
Projected loss percentage from currently performing collateral
1-year		0.3		%		4.9	%	0.5		%		20.7	%
years 2-5		1.6		%		6.5	%	1.2		%		21.9	%
years 6-30		10.9		%		17.4	%	9.1		%		31.0	%
Discount rate ³
Weighted average spread over LIBOR		759			bp			1,021			bp
Sensitivity of Modeled Assumptions
Increase (decrease) in fair value due to increase in projected loss percentage from currently performing collateral ⁴	25%	$	(0.6	)				$	(6.4	)
	50%	(1.3		)				(12.3		)
	100%	(2.5		)				(24.4		)
Increase (decrease) in fair value due to increase in projected loss percentage from currently performing collateral ⁴ and the immediate default of all deferring collateral with no recovery	25%	$	(6.7	)				$	(122.5	)
	50%	(7.2		)				(127.9		)
	100%	(8.1		)				(139.3		)
Increase (decrease) in fair value due to increase in discount rate	+100 bp	$	(13.4	)				$	(60.7	)
	+ 200 bp	(25.2		)				(114.2		)
Increase (decrease) in fair value due to increase in Forward LIBOR Curve	+ 100 bp	$	7.7					$	44.2
Increase (decrease) in fair value due to:
increase in prepayment assumption⁵	+1%	$	3.3					$	29.9
increase in prepayment assumption⁶	+2%	6.5						59.1

¹The Company uses an incurred credit loss model which specifies cumulative losses at the 1-year, 5-year, and 30-year points from the date of valuation. These current and projected losses are reflected in the CDO's fair value.


²	Weighted average percentage of collateral that is defaulted due to bank failures, or deferring payment as allowed under the terms of the security, including a 0% recovery rate on defaulted collateral and a credit-specific probability of default on deferring collateral which ranges from 2.18% to 100%.

³The discount rate is a spread over the LIBOR forward curve at the date of valuation.

⁴Percentage increase is applied to incremental projected loss percentages from currently performing collateral. For example, the 50% and 100% stress scenarios for AFS securities would result in cumulative 30-year losses of 36.4% = 31.0%+50%(0.5%+1.2%+9.1%) and 41.9% = 31.0%+100%(0.5%+1.2%+9.1%), respectively.

⁵Prepayment rate for small banks increased to 4% per year for each year through maturity.


⁶	Prepayment rate for small banks increased to 5% per year for each year through maturity.

During the second quarter of 2012, the portfolio fair value was generally unchanged. Lower LIBOR forward rates decreased fair values. This decrease was offset by increases in fair values due to reduced discount rates for junior tranches consistent with

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market trade data on our tranches.

Bank Collateral Deferrals

The Company's loss and recovery experience as of June 30, 2012 (and our Level 3 modeling assumption) is essentially a 100% loss on defaults on bank collateral CDOs, although we have, to date, received several, generally small, recoveries on defaults. Our experience with deferring bank collateral has been that of all collateral that has elected to defer beginning in 2007 or thereafter, 48% has defaulted, and approximately 39% remains within the allowable deferral period. Additionally, 53 issuing banks, with collateral aggregating to 13% of all deferrals and 25% of all surviving deferrals, have either come current and resumed interest payments on their trust preferred securities or have announced that they intend to do so at the next payment date. Banks may come current on their trust preferred securities for one or more quarters and then re-defer. This pattern has occurred in five of the 53 banks which had resumed payment after deferring. Further information on the Company's valuation process is detailed in Note 9 of the Notes to Consolidated Financial Statements.

The following schedules provide additional information on the below-investment-grade rated bank and insurance trust preferred CDOs' portion of the AFS and HTM portfolios. The schedules reflect data and assumptions that are included in the calculations of fair value and OTTI. The schedules utilize the lowest rating assigned by any rating agency to identify those securities below investment grade. The schedules segment the securities by whether or not they have been determined to have OTTI, and by original ratings level to provide granularity on the seniority level of the securities and the distribution of unrealized losses. The best and worst pool-level statistic for each original ratings subgroup is presented, not the best and worst single security within the original ratings grouping. The number of issuers and number of currently performing issuers noted in the later schedule are from the same security. The remaining statistics may not be from the same security.

BANK AND INSURANCE TRUST PREFERRED CDO VALUES CURRENTLY RATED BELOW INVESTMENT GRADE –

SORTED BY WHETHER OTTI HAS BEEN TAKEN AND BY ORIGINAL RATINGS

As of June 30, 2012



				Total									Credit loss						Valuation losses ¹
(Dollar amounts in millions)	Number of securities	% of portfolio		Par value		Amortized cost		Estimated fair value		Unrealized loss			Current year			Life-to- date			Life-to- date
Original ratings of securities, no OTTI recognized:
Original AAA	27	38.4	%	$	894.1	$	794.5	$	562.9	$	(231.6	)	$	—		$	—		$	(140.4	)
Original A	18	18.3	%	426.5		426.6		220.4		(206.2		)	—			—			—
Original BBB	5	2.0	%	46.5		46.5		21.1		(25.4		)	—			—			—
Total Non-OTTI		58.7	%	1,367.1		1,267.6		804.4		(463.2		)	—			—			(140.4		)
Original ratings of securities, OTTI recognized:
Original AAA	1	2.1	%	50.0		43.4		16.5		(26.9		)	—			(4.8		)	(1.9		)
Original A	44	36.3	%	844.5		605.6		175.8		(429.8		)	(17.5		)	(241.2		)	—
Original BBB	6	2.9	%	67.1		24.1		3.2		(20.9		)	(0.1		)	(42.8		)	—
Total OTTI		41.3	%	961.6		673.1		195.5		(477.6		)	(17.6		)	(288.8		)	(1.9		)
Total noninvestment grade bank and insurance CDOs		100.0	%	$	2,328.7	$	1,940.7	$	999.9	$	(940.8	)	$	(17.6	)	$	(288.8	)	$	(142.3	)



	Average amount of each security held ²
(In millions)	Par value		Amortized cost		Estimated fair value		Unrealized gain (loss)
Original ratings of securities, no OTTI recognized:
Original AAA	$	31.9	$	28.4	$	20.1	$	(8.3	)
Original A	16.4		16.4		8.5		(7.9		)
Original BBB	9.3		9.3		4.2		(5.1		)
Original ratings of securities, OTTI recognized:
Original AAA	50.0		43.4		16.5		(26.9		)
Original A	15.6		11.2		3.3		(8.0		)
Original BBB	11.2		4.0		0.5		(3.5		)

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¹ Valuation losses relate to securities purchased from Lockhart Funding LLC prior to its consolidation in June 2009.

²The Company may have more than one holding of the same security.

POOL LEVEL PERFORMANCE AND PROJECTIONS FOR BELOW-INVESTMENT-GRADE RATED-BANK AND INSURANCE TRUST PREFERRED CDOs

As of June 30, 2012



	Current lowest rating	# of issuers in collateral pool	# of issuers currently performing¹	% of original collateral defaulted ²		% of original collateral deferring ³		Subordination as % of performing collateral ⁴			Collateral- ization %⁵			Present value of expected cash flows discounted at effective rate as a % of par⁶		Lifetime additional projected loss from performing collateral ⁷
Original Ratings of Securities, Non-OTTI:
Original AAA
Best	BB	23	21	2.43	%	4.26	%	80.92	%		683.95	%		100	%	—
Weighted average				15.94	%	13.29	%	41.73	%		255.46	%		100	%	10.24	%
Worst	CC	15	7	28.71	%	26.03	%	12.75	%		162.32	%		100	%	13.95	%
Original A
Best	B	33	33	—		—		27.88	%		353.68	%		100	%	10.87	%
Weighted average				2.81	%	6.41	%	13.32	%		151.63	%		100	%	12.46	%
Worst	C	6	4	10.31	%	22.31	%	(8.44	)%	⁸	75.94	%	⁹	100	%	13.70	%
Original BBB
Best	CCC	33	33	—		—		17.10	%		355.80	%		100	%	11.34	%
Weighted average				1.33	%	3.79	%	10.35	%		256.02	%		100	%	12.61	%
Worst	CC	24	21	4.00	%	9.26	%	3.24	%		154.05	%		100	%	13.70	%
Original Ratings of Securities, OTTI:
Original AAA
Single Security	CCC	43	23	16.89	%	28.66	%	29.30	%		232.15	%		91	%	8.72	%
Original A
Best	CC	36	31	—		1.89	%	46.24	%		186.02	%		100	%	—
Weighted average				11.95	%	16.88	%	(14.53	)%		66.79	%		82	%	11.11	%
Worst	C	3	—	33.29	%	31.04	%	(50.03	)%		21.90	%		42	%	15.93	%
Original BBB
Best	C	42	36	6.28	%	6.53	%	(5.07	)%		68.95	%		100	%	8.72	%
Weighted average				13.75	%	21.77	%	(28.21	)%		(148.89	)%		51	%	10.61	%
Worst	C	34	14	16.89	%	29.27	%	(51.43	)%		(277.86	)%		—		13.53	%

¹Excludes both defaulted issuers and issuers that have elected to defer payment of current interest.

² Collateral is identified as defaulted when a regulator closes an issuing bank.

³ Collateral is identified as deferring when the Company becomes aware that an issuer has announced or elected to defer interest payment on trust preferred debt.

⁴ Utilizes the Company’s loss assumption of 100% on defaulted collateral and the Company’s issuer specific loss assumption of from 2.18% to 100% dependent on credit for each deferring piece of collateral. “Subordination” in the schedule includes the effects of seniority level within the CDOs’ liability structure, the Company’s loss and recovery rate assumption for deferring but not defaulted collateral and a 0% recovery rate for defaulted collateral. The numerator is all collateral less the sum of (i) 100% of the defaulted collateral, (ii) the sum of the projected net loss amounts for each piece of deferring but not defaulted collateral and (iii) the amount of each CDO’s debt which is either senior to or pari passu with our security’s priority level. The denominator is all collateral less the sum of (i) 100% of the defaulted collateral and (ii) the sum of the projected net loss amounts for each piece of deferring but not defaulted collateral.

⁵ Utilizes the Company’s loss assumption of 100% on defaulted collateral and the Company’s issuer specific loss assumption ranging from 2.18% to 100% dependent on credit for each deferring piece of collateral. “Collateralization” in the schedule identifies the portion of a CDO tranche that is backed by nondefaulted collateral. The numerator is all collateral less the sum of (i) 100% of the defaulted collateral, (ii) the sum of the projected net loss amounts for each piece of deferring but not defaulted collateral and (iii) the amount of each CDO’s debt which is senior to our security’s priority level. The denominator

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is the par amount of the tranche. Par is defined as the original par less any principal paydowns.

⁶ For OTTI securities, this statistic approximates the extent of OTTI credit losses taken.

⁷ This is the same statistic presented in the preceding sensitivity schedule and incorporated in the fair value and OTTI calculations. The statistic is the sum of incremental projected loss percentages from currently paying collateral for year one, years two through five and years six through thirty.

⁸ Negative subordination is projected to be remedied by excess spread prior to maturity.

⁹Collateralization shortfall is projected to be remedied by excess spread prior to maturity.

Certain original A-rated securities described in the previous schedule currently have negative subordination and are therefore under-collateralized, and yet are not identified as having OTTI. This is because our cash flow projections for these securities show negative subordination being cured prior to the securities' maturities. The collateral that backs a tranche can increase if the more senior liabilities of the CDO decrease. This occurs when collateral deterioration due to defaults and deferral triggers alternative waterfall provisions for the cash flow. A structural credit protection feature reroutes cash (interest collections) from the more junior classes of debt and income notes to pay down the principal of the most senior liabilities. As the most senior liabilities are paid down while the collateral remains unchanged (and if there are no additional unexpected defaults), the next level of tranches becomes better secured. The rerouting continues to divert cash away from the most junior classes of debt or income notes and gives better security to our tranche. Our cash flow projections predict full payment of amortized cost and interest.

As shown in the table below, 23 of our CDO securities, representing 42% of the portfolio's fair value at June 30, 2012, were upgraded by one or more NRSROs during the first six months of 2012. These upgrades were attributed to improvements in over-collateralization ratios and deleveraging combined with less severe rating agency assumptions and methodology.

BANK AND INSURANCE TRUST PREFERRED CDOs

		June 30, 2012
(In millions)	No. of securities		Par amount		Amortized cost			Fair value
Year-to-date rating changes ¹
Upgrade		23	$	706		$	642	$	447
No change		73	1,445			1,150		501
Downgrade		9	236			203		106
		105	$	2,387		$	1,995	$	1,054

¹By any NRSRO

Other-Than-Temporary Impairment – Investments in Debt Securities

We review investments in debt securities on an ongoing basis for the presence of OTTI. For securities where an internal income-based cash flow model or third party valuation service produces a loss-adjusted expected cash flow for the security, the presence of OTTI is identified and the amount of the credit component of OTTI is calculated by discounting this loss-adjusted cash flow at the security specific effective interest rate and comparing that value to the Company's amortized cost of the security.

We review the relevant facts and circumstances each quarter in order to assess our intentions regarding any potential sales of securities, as well as the likelihood that we would be required to sell prior to recovery of amortized cost. To date, for each security whose fair value is below amortized cost, we have determined that we do not intend to sell the security, and that it is not more likely than not that we will be required to sell the security before recovery of its amortized cost basis. We then evaluate the difference between the fair value and the amortized cost of each security and identify if any of the difference is due to credit. The credit component of the difference is recognized in earnings and the amortized cost is written down for each security found to have OTTI.

For some CDO tranches, for which we previously recorded OTTI, expected future cash flows have remained stable or have slightly improved subsequent to the quarter that OTTI was identified and recorded. For other CDO tranches, an adverse change in the expected future cash flow has resulted in the recording of additional OTTI. In both situations, while a large difference may remain between fair value and amortized cost, the difference is not due to credit. The expected future cash flow

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substantiates the return of the full amortized cost as described below. The primary drivers of unrealized losses in these CDOs are further discussed in Note 4 of the Notes to Consolidated Financial Statements. We utilize a present value technique to both identify the OTTI present in the CDO tranches and to estimate fair value.

During the second quarter of 2012, the Company recognized credit-related net impairment losses on CDOs of $7.3 million, compared to losses of $5.2 million in the same prior year period. These same amounts for the first six months of 2012 and 2011, were $17.5 million and $8.3 million, respectively. The OTTI was attributable to credit deterioration at a small number of banks.

Exposure to State and Local Governments

The Company provides multiple services to state and local governments (referred together as “municipalities”), including deposit services, loans, investment banking services, and by investing in securities issued by the municipalities.

The following table summarizes the Company’s exposure to state and local municipalities:



(In millions)	June 30, 2012			December 31, 2011
Loans and leases		$	477		$	441
Held-to-maturity – municipal securities		543			565
Available-for-sale – municipal securities		119			122
Available-for-sale – auction rate securities		7			70
Trading account – municipal securities		15			9
Unused commitments to extend credit		88			103
Total direct exposure to municipalities		$	1,249		$	1,310

Company policy requires that extensions of credit to municipalities be subjected to specific underwriting standards. At June 30, 2012 all of the outstanding municipal loans were performing and none were on nonaccrual. A significant amount of the municipal loan and lease portfolio is secured by real estate and equipment, and approximately 95% of the outstanding credits were originated by Amegy, CB&T, Vectra, and ZFNB. See Note 5 of the Notes to Consolidated Financial Statements for additional information about the credit quality of these municipal loans.

All municipal securities are reviewed quarterly for OTTI, refer to Note 4 of the Notes to Consolidated Financial Statements for more information. HTM securities consist of unrated bonds issued by small local governmental entities and are purchased through private placements, often in situations in which one of the Company's subsidiaries has acted as a financial advisor to the municipality. Prior to purchase, the issuers of municipal securities are evaluated by the Company for their creditworthiness, and some of the securities are guaranteed by third parties. Of the AFS municipal securities, 94% are rated by major credit rating agencies and were rated investment grade as of June 30, 2012. Municipal securities in the trading account are held for resale to customers. The Company also underwrites municipal bonds and sells most of them to outside customers.

European Exposure

The Company is monitoring global economic conditions and is aware of concerns over the creditworthiness of the governments of Portugal, Ireland, Italy, Greece, and Spain. The Company has not granted loans to and does not own securities issued by these governments, and does not have any material exposure to companies or individuals in those countries.

In the normal course of business, the Company may enter into transactions with subsidiaries of companies and financial institutions headquartered in Portugal, Ireland, Italy, Greece, or Spain. Such transactions may include deposits, loans, letters of credit, and derivatives, as well as foreign currency exchange agreements. As of June 30, 2012, these transactions did not present any material direct or indirect risk exposure to the Company. Among the derivative transactions, the Company has entered into a TRS agreement with Deutsche Bank AG with regard to certain bank and insurance trust preferred CDOs (see Note 6 of the Notes to Consolidated Financial Statements). If Deutsche Bank were unable to perform under the TRS, the agreement would terminate at no cost to Zions. There would be no balance sheet impact from cancellation, and the Company would save approximately $5.3 million in fees quarterly. However, if the TRS were cancelled, the Company would lose the potential future risk mitigation benefits of the TRS, and regulatory risk weighted assets under the Basel I framework would increase by approximately $3.3 billion, which would reduce regulatory risk-based capital ratios by approximately 7%.

Loan Portfolio

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As of June 30, 2012, loans and leases were $36.9 billion, reflecting a 0.7% decrease from December 31, 2011, and a 0.1% increase from June 30, 2011. The decrease from December 31, 2011 is primarily due to pay-downs and charge-offs.

The following table sets forth the loan portfolio by type of loan:



	June 30, 2012				December 31, 2011				June 30, 2011
(Amounts in millions)	Amount		% of total loans		Amount		% of total loans		Amount		% of total loans
Commercial:
Commercial and industrial	$	10,383	28.2	%	$	10,335	27.8	%	$	9,520	25.9	%
Leasing	406		1.1	%	380		1.0	%	365		1.0	%
Owner occupied	7,811		21.2	%	8,159		22.0	%	8,419		22.9	%
Municipal	477		1.3	%	441		1.2	%	448		1.2	%
Total commercial	19,077				19,315				18,752
Commercial real estate:
Construction and land development	2,099		5.7	%	2,265		6.1	%	2,748		7.5	%
Term	8,011		21.7	%	7,883		21.2	%	7,701		20.9	%
Total commercial real estate	10,110				10,148				10,449
Consumer:
Home equity credit line	2,181		5.9	%	2,187		5.9	%	2,143		5.8	%
1-4 family residential	4,019		10.9	%	3,921		10.6	%	3,807		10.3	%
Construction and other consumer real estate	328		0.9	%	306		0.8	%	308		0.8	%
Bankcard and other revolving plans	284		0.8	%	291		0.8	%	280		0.8	%
Other	232		0.6	%	226		0.6	%	231		0.6	%
Total consumer	7,044				6,931				6,769
FDIC-supported loans ¹	642		1.7	%	751		2.0	%	854		2.3	%
Total net loans	$	36,873	100.0	%	$	37,145	100.0	%	$	36,824	100.0	%

¹ FDIC-supported loans represent loans acquired from the FDIC subject to loss sharing agreements.

Most of the loan portfolio contraction during the first six months of 2012 occurred in construction and land development and commercial owner occupied loans. The impact of these reductions was partially offset by growth in commercial and industrial, commercial real estate term, and 1-4 family residential loans. Most of the loan portfolio decrease occurred at ZFNB and NSB, while Vectra experienced the largest growth.

Other Noninterest-Bearing Investments

The following table sets forth the Company’s other noninterest-bearing investments:



(In millions)	June 30, 2012		December 31, 2011			June 30, 2011
Bank-owned life insurance	$	449		$	443	$	436
Federal Home Loan Bank stock	115			116		120
Federal Reserve stock	134			132		129
SBIC investments	42			39		41
Non-SBIC investment funds and other	114			121		119
Trust preferred securities	14			14		14
	$	868		$	865	$	859

Deposits

Deposits, both interest-bearing and noninterest-bearing, are a primary source of funding for the Company. Average total deposits for the first six months of 2012 increased by 4.7% compared to the same prior year period, with average interest-bearing deposits decreasing 0.5% and average noninterest-bearing deposits increasing 14.7%. The decline in interest-bearing deposits resulted from actions taken by the Company to reduce higher cost deposits, such as time deposits.

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Core deposits at June 30, 2012, which exclude time deposits larger than $100,000 and brokered deposits, increased by 1.2%, or $473 million, from December 31, 2011. The increase was mainly due to increases in savings and NOW, and noninterest-bearing demand deposits, partially offset by decreases in time deposits less than $100,000.

Demand, savings and money market deposits comprised 89.1% of total deposits at June 30, 2012, compared with 88.4% and 87.3% as of December 31, 2011 and June 30, 2011, respectively.

During 2011 and 2012, the Company maintained a low level of brokered deposits due to excess liquidity and weak loan demand. At June 30, 2012, total deposits included $127 million of brokered deposits compared to $204 million at December 31, 2011 and $328 million at June 30, 2011.

RISK ELEMENTS

Since risk is inherent in substantially all of the Company's operations, management of risk is an integral part of its operations and is also a key determinant of its overall performance. We apply various strategies to reduce the risks to which the Company's operations are exposed, including credit, interest rate and market, liquidity and operational risks.

Credit Risk Management

Credit risk is the possibility of loss from the failure of a borrower, guarantor, or another obligor to fully perform under the terms of a credit-related contract. Credit risk arises primarily from the Company's lending activities, as well as from off-balance sheet credit instruments.

Centralized oversight of credit risk is provided through credit policies, credit administration, and credit examination functions at the Parent. We have structured the organization to separate the lending function from the credit administration function, which has added strength to the control over, and the independent evaluation of, credit activities. Formal loan policies and procedures provide the Company with a framework for consistent underwriting and a basis for sound credit decisions. In addition, the Company has a well-defined set of standards for evaluating its loan portfolio and management utilizes a comprehensive loan grading system to determine the risk potential in the portfolio. Furthermore, an independent internal credit examination department periodically conducts examinations of the Company's lending departments. These examinations are designed to review credit quality, adequacy of documentation, appropriate loan grading administration and compliance with lending policies, and reports thereon are submitted to management and to the Risk Oversight Committee of the Board of Directors. New, expanded, or modified products and services, as well as new lines of business, are approved by a corporate New Product Review Committee.

Both the credit policy and the credit examination functions are managed centrally. Each affiliate bank is able to modify corporate credit policy to be more conservative; however, corporate approval must be obtained if a bank wishes to create a more liberal policy. Historically, only a limited number of such modifications have been approved. This entire process has been designed to place an emphasis on strong underwriting standards and early detection of potential problem credits so that action plans can be developed and implemented on a timely basis to mitigate any potential losses.

Credit risk associated with counterparties to off-balance sheet credit instruments is generally limited to the hedging of interest rate risk through the use of swaps and futures. Our subsidiary banks that engage in this activity have ISDA agreements in place under which derivative transactions are entered into with major derivative dealers. Each ISDA agreement details the collateral arrangements between our subsidiaries and their counterparties. In every case, the amount of the collateral required to secure the exposed party in the derivative transaction is determined by the fair value of the derivative and the credit rating of the party with the obligation. Some of the counterparties are domiciled in Europe; however, the Company's maximum exposure that is not cash collateralized to any single counterparty was not material as of June 30, 2012.

The Company's credit risk management strategy includes diversification of its loan portfolio. The Company attempts to avoid the risk of an undue concentration of credits in a particular collateral type or with an individual customer or counterparty. The Company has adopted and adheres to concentration limits on various types of commercial real estate lending, particularly construction and land development lending, leveraged lending, municipal lending, and lending to the energy sector. All of these limits are continually monitored and revised as necessary. The majority of the Company's business activity is with customers located within the geographical footprint of its banking subsidiaries.

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FDIC-Supported Loans

The Company's loan portfolio includes loans that were acquired from failed banks in 2009: Alliance Bank, Great Basin Bank, and Vineyard Bank. These loans include nonperforming loans and other loans with characteristics indicative of a high credit risk profile. Substantially all of these loans are covered under loss sharing agreements with the FDIC for which the FDIC generally will assume 80% of the first $275 million of credit losses for the Alliance Bank assets, $40 million of credit losses for the Great Basin Bank assets, $465 million of credit losses for the Vineyard Bank assets and 95% of the credit losses in excess of those amounts. Therefore, the Company's financial exposure to losses from these assets is substantially limited. In addition, the acquired loans have performed better than originally expected. FDIC-supported loans represent approximately 1.7% of the Company's total loan portfolio at June 30, 2012.

LOSSES COVERED BY FDIC LOSS SHARING AGREEMENTS



	Inception through June 30, 2012
(In millions)	Total actual losses			Threshold
Alliance Bank		$	176		$	275
Vineyard Bank		211			465
Great Basin Bank		12			40
		$	399		$	780

Government Agency Guaranteed Loans

The Company participates in various guaranteed lending programs sponsored by U.S. government agencies, such as the Small Business Administration, Federal Housing Authority, Veterans' Administration, Export-Import Bank of the U.S., and the U.S. Department of Agriculture. As of June 30, 2012, the principal balance of these loans was $595 million, and the guaranteed portion amounted to $442 million. Most of these loans were guaranteed by the Small Business Administration. Government agency guaranteed loans, excluding FDIC-supported loans, consisted of the following as of June 30, 2012.



(Amounts in millions)	June 30, 2012			Percent guaranteed		December 31, 2011			Percent guaranteed
Commercial		$	573		74%		$	581		74%
Commercial real estate		20			74%		20			75%
Consumer		2			100%		2			100%
Total loans excluding FDIC-supported loans		$	595		74%		$	603		74%

The credit quality of the Company's loan portfolio improved further during the first six months of 2012. Nonperforming lending-related assets decreased by 11.7% and 38.0% from December 31, 2011 and June 30, 2011, respectively. Gross charge-offs for the first six months declined to $154 million from $310 million in the first six months of 2011. Net charge-offs decreased to $98 million from $259 million in the same periods.

A more comprehensive discussion of our credit risk management is contained in the Company's 2011 Annual Report on Form 10-K.

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Commercial Lending

The following schedule provides selected information regarding lending concentrations to certain industries in our commercial lending portfolio.



(Amounts in millions)	June 30, 2012				December 31, 2011
	Amount		Percent		Amount		Percent
Real estate, rental and leasing	$	2,812	14.7	%	$	2,755	14.3	%
Manufacturing	1,982		10.4	%	2,069		10.7	%
Mining, quarrying and oil and gas extraction	1,806		9.5	%	1,763		9.1	%
Retail trade	1,558		8.2	%	1,646		8.5	%
Wholesale trade	1,459		7.6	%	1,600		8.3	%
Healthcare and social assistance	1,196		6.3	%	1,245		6.4	%
Construction	1,060		5.6	%	1,083		5.6	%
Transportation and warehousing	975		5.1	%	949		4.9	%
Finance and insurance	974		5.1	%	865		4.5	%
Professional, scientific and technical services	925		4.8	%	953		4.9	%
Accommodation and food services	776		4.1	%	825		4.3	%
Other ¹	3,554		18.6	%	3,562		18.5	%
Total	$	19,077	100.0	%	$	19,315	100.0	%

¹ No other industry group exceeds 5%.

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Commercial Real Estate Loans

Selected information regarding our commercial real estate (“CRE”) loan portfolio is presented in the following table:

COMMERCIAL REAL ESTATE PORTFOLIO BY LOAN TYPE AND COLLATERAL LOCATION



(Amounts in millions)		Collateral Location
Loan Type	As of Date	Arizona			Northern California			Southern California			Nevada			Colorado			Texas			Utah/ Idaho			Washing-ton			Other ¹			Total			% of total CRE
Commercial term
Balance outstanding	6/30/2012	$	1,027.3		$	617.0		$	2,139.6		$	666.4		$	480.0		$	1,007.9		$	1,000.8		$	248.9		$	823.4		$	8,011.3		79.3	%
% of loan type		12.8		%	7.7		%	26.7		%	8.3		%	6.0		%	12.6		%	12.5		%	3.1		%	10.3		%	100.0		%
Delinquency rates ²:
30-89 days	6/30/2012	0.4		%	0.4		%	0.3		%	0.4		%	0.2		%	0.8		%	0.3		%	—			1.1		%	0.5		%
	12/31/2011	0.6		%	0.4		%	1.2		%	0.5		%	0.5		%	1.6		%	0.5		%	—			1.1		%	0.9		%
≥ 90 days	6/30/2012	0.9		%	0.6		%	0.6		%	1.8		%	1.6		%	1.8		%	0.3		%	0.6		%	2.9		%	1.1		%
	12/31/2011	0.9		%	0.3		%	0.3		%	0.4		%	—			1.7		%	0.6		%	—			2.1		%	0.8		%
Accruing loans past due 90 days or more	6/30/2012	$	0.5		$	—		$	0.2		$	—		$	—		$	0.5		$	—		$	—		$	—		$	1.2
	12/31/2011	0.4			—			—			—			—			3.2			—			—			0.6			4.2
Nonaccrual loans	6/30/2012	20.4			8.4			14.0			48.3			13.4			25.1			6.8			5.0			41.0			182.4
	12/31/2011	13.7			3.4			26.6			37.3			13.9			23.3			9.1			—			28.9			156.2
Residential construction and land development
Balance outstanding	6/30/2012	$	90.1		$	41.9		$	174.3		$	3.5		$	35.2		$	242.9		$	142.0		$	0.5		$	41.6		$	772.0		7.6	%
% of loan type		11.7		%	5.4		%	22.6		%	0.5		%	4.5		%	31.4		%	18.4		%	0.1		%	5.4		%	100.0		%
Delinquency rates ²:
30-89 days	6/30/2012	4.1		%	11.4		%	1.9		%	8.7		%	—		%	3.0		%	0.4		%	—			—			2.6		%
	12/31/2011	0.6		%	14.1		%	—			0.8		%	13.8		%	0.4		%	0.2		%	—			—			1.3		%
≥ 90 days	6/30/2012	4.0		%	—			1.8		%	—			3.2		%	10.5		%	2.0		%	—			—			4.7		%
	12/31/2011	2.7		%	—			3.9		%	6.8		%	5.3		%	11.6		%	4.5		%	24.1		%	—			6.7		%
Accruing loans past due 90 days or more	6/30/2012	$	2.1		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	2.1
	12/31/2011	0.5			—			0.2			—			—			0.1			—			—			—			0.8
Nonaccrual loans	6/30/2012	10.0			—			4.1			0.9			1.1			35.0			7.7			—			—			58.8
	12/31/2011	13.0			—			6.4			5.0			1.9			49.6			15.0			0.2			—			91.1
Commercial construction and land development
Balance outstanding	6/30/2012	$	156.7		$	32.1		$	207.9		$	77.2		$	95.5		$	419.7		$	309.4		$	18.8		$	9.8		$	1,327.1		13.1	%
% of loan type		11.8		%	2.4		%	15.7		%	5.8		%	7.2		%	31.6		%	23.3		%	1.4		%	0.8		%	100.0		%
Delinquency rates ²:
30-89 days	6/30/2012	1.0		%	1.9		%	—			12.1		%	—			—			0.1		%	—			9.0		%	1.0		%
	12/31/2011	1.6		%	—			—			—			4.4		%	1.7		%	—			—			—			1.2		%
≥ 90 days	6/30/2012	2.3		%	—			0.2		%	—			—			3.9		%	0.4		%	—			—			1.6		%
	12/31/2011	2.1		%	—			1.1		%	5.6		%	5.5		%	6.0		%	1.7		%	—			—			3.6		%
Accruing loans past due 90 days or more	6/30/2012	$	0.1		$	—		$	0.1		$	—		$	—		$	—		$	—		$	—		$	—		$	0.2
	12/31/2011	—			—			1.6			—			—			0.1			—			—			—			1.7
Nonaccrual loans	6/30/2012	3.5			—			0.3			1.0			—			37.6			14.2			—			—			56.6
	12/31/2011	5.9			—			—			12.1			9.1			81.4			20.2			—			—			128.7
Total construction and land development	6/30/2012	$	246.8		$	74.0		$	382.2		$	80.7		$	130.7		$	662.6		$	451.4		$	19.3		$	51.4		$	2,099.1
Total commercial real estate	6/30/2012	$	1,274.1		$	691.0		$	2,521.8		$	747.1		$	610.7		$	1,670.5		$	1,452.2		$	268.2		$	874.8		$	10,110.4		100.0	%

¹No other geography exceeds $97 million for all three loan types.

²Delinquency rates include nonaccrual loans.

Approximately 35% of the commercial real estate term loans consist of mini-perm loans as of June 30, 2012. For such loans, construction has been completed and the project has stabilized to a level that supports the granting of a mini-perm loan in accordance with our underwriting standards. Mini-perm loans generally have initial maturities of three to seven years. The remaining 65% of commercial real estate loans are term loans with initial maturities generally of 15 to 20 years. The stabilization criteria for a project to qualify for a term loan differ by product type and include, for example, criteria related to the cash flow generated by the project and occupancy rates.

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Approximately 29% of the commercial construction and land development portfolio at June 30, 2012 consists of acquisition and development loans. Most of these acquisition and development properties are secured by specific retail, apartment, office, or other projects. Underwriting on commercial properties is primarily based on the economic viability of the project with heavy consideration given to the creditworthiness of the sponsor. We generally require that the owner's equity be injected prior to bank advances. Remargining requirements are often included in the loan agreement along with guarantees of the sponsor. Recognizing that debt is paid via cash flow, the projected economics of the project are primary in the underwriting because these determine the ultimate value of the property and its ability to service debt. Therefore, in most projects we look for substantial pre-leasing (with the exception of multifamily projects) in our underwriting and we generally require a minimum projected stabilized debt service coverage ratio of 1.20.

Although lending for residential construction and development deals with a different product type, many of the requirements previously mentioned, such as creditworthiness of the developer, up-front injection of the developer's equity, remargining requirements, and the viability of the project are also important in underwriting a residential development loan. Heavy consideration is given to market acceptance of the product, location, strength of the developer, and the ability of the developer to stay within budget. Progress inspections by qualified independent inspectors are routinely performed before disbursements are made.

Real estate appraisals are ordered and validated independently of the credit officer and the borrower, generally by each bank's appraisal review function, which is staffed by certified appraisers. In some cases, reports from automated valuation services are used. Appraisals are ordered from outside appraisers at the inception, renewal or, for CRE loans, upon the occurrence of any event causing a downgrade to a “criticized” or “classified” designation. The frequency for obtaining updated appraisals for these adversely graded credits is increased when declining market conditions exist. Advance rates, on an “as completed basis,” will vary based on the viability of the project and the creditworthiness of the sponsor, but corporate guidelines generally limit advances to 50% for raw land, 65% for land development, 65% for finished commercial lots, 75% for finished residential lots, 80% for pre-sold homes, 75% for models and spec homes, and 75% for commercial properties. Exceptions may be granted on a case-by-case basis.

Loan agreements require regular financial information on the project and the sponsor in addition to lease schedules, rent rolls and, on construction projects, independent progress inspection reports. The receipt of this financial information is monitored and calculations are made to determine adherence to the covenants set forth in the loan agreement. Additionally, loan-by-loan reviews of pass grade loans for all commercial and residential construction and land development loans are performed quarterly at Zions Bank, NBA, and Vectra. Amegy, NSB and CB&T perform such reviews semiannually.

Interest reserves are generally established as a loan disbursement budget item for real estate construction or development loans. We generally require borrowers to put their equity into the project prior to loan disbursements on these loans. This enables the bank to ensure the availability of equity in the project. The Company's practice is to monitor the construction, sales and/or leasing progress to determine whether or not the project remains viable. If, at any time during the life of the credit, the project is determined not to be viable (including the adequacy of the remaining interest reserves), the bank takes appropriate action to protect its collateral position via negotiation and/or legal action as deemed necessary. At June 30, 2012, and June 30, 2011, Zions' affiliates had 459 and 349 loans with an outstanding balance of $488 million and $377 million where available interest reserves amounted to $59 million and $32 million, respectively. In instances where projects have been determined not to be viable, the interest reserves and other disbursements have been frozen, as appropriate.

We have not been involved to any meaningful extent with insurance arrangements, credit derivatives, or any other default agreements as a mitigation strategy for commercial real estate loans. However, we do make use of personal or other guarantees as risk mitigation strategies.

Commercial real estate loans are sometimes modified to increase the likelihood of collecting the maximum possible amount of the Company's investment in the loan. In general, the existence of a guarantee that improves the likelihood of repayment is taken into consideration when analyzing a loan for impairment. If the support of the guarantor is quantifiable and documented, it is included in the potential cash flows and liquidity available for debt repayment and our impairment methodology takes into consideration this repayment source.

Additionally, when we modify or extend a loan, we give consideration to whether the borrower is in financial difficulty, and whether a concession has been granted. In determining if an interest rate concession has been granted, we consider whether the interest rate on the modified loan is equivalent to current market rates for new debt with similar risk characteristics. If the rate

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in the modification is less than current market rates, it may indicate that a concession was granted and an impairment exists. However, if additional collateral is obtained or if a strong guarantor exists who is believed to be able and willing to support the loan on an extended basis, we also consider the nature and amount of the additional collateral and guarantees in the ultimate determination of whether a concession has been granted.

We obtain and consider updated financial information for the guarantor as part of our determination to extend a loan. The quality and frequency of financial reporting collected and analyzed varies depending on the contractual requirements for reporting, the size of the transaction, and the strength of the guarantor.

Complete underwriting of the guarantor includes, but is not limited to, an analysis of the guarantor's current financial statements, leverage, liquidity, global cash flow, global debt service coverage, contingent liabilities, etc. The assessment also includes a qualitative analysis of the guarantor's willingness to perform in the event of a problem and demonstrated history of performing in similar situations. Additional analyses may include personal financial statements, tax returns, liquidity (brokerage) confirmations and other reports, as appropriate. All personal financial statements of customers entering into new relationships with the applicable bank must not be more than 60 days old on the date the transaction is approved. Personal financial statements that are required for existing customers must be no more than 15 months old. Evaluations of the financial strength of the guarantor are performed at least annually.

A qualitative assessment is performed on a case-by-case basis to evaluate the guarantor's experience, performance track record, reputation, performance of other related projects with which we are familiar, and willingness to work with us. We also utilize market information sources, rating and scoring services in our assessment. This qualitative analysis coupled with a documented quantitative ability to support the loan may result in a higher-quality internal loan grade, which may reduce the level of allowance the Company estimates. Previous documentation of the guarantor's financial ability to support the loan is discounted if, at any point in time, there is any indication of a lack of willingness by the guarantor to support the loan.

In the event of default, we evaluate the pursuit of any and all appropriate potential sources of repayment, which may come from multiple sources, including the guarantee. A number of factors are considered when deciding whether or not to pursue a guarantor, including, but not limited to, the value and liquidity of other sources of repayment (collateral), the financial strength and liquidity of the guarantor, possible statutory limitations (e.g., single action rule on real estate) and the overall cost of pursuing a guarantee compared to the ultimate amount we may be able to recover. In other instances, the guarantor may voluntarily support a loan without any formal pursuit of remedies.

Consumer Loans

The Company has mainly been an originator of first and second mortgages, generally considered to be of prime quality. Its practice historically has been to sell “conforming” fixed rate loans to third parties, including Fannie Mae and Freddie Mac, for which it makes representations and warranties as to meeting certain underwriting and collateral documentation standards. It has also been the Company's practice historically to hold variable rate loans in its portfolio. The Company estimates that it does not have any material financial risk as a result of its foreclosure practices or loan “put-backs” by Fannie Mae or Freddie Mac, and has not established any reserves related to these items.

The Company has a portfolio of $347 million of stated income mortgage loans with generally high FICO scores at origination, including “one-time close” loans to finance the construction of homes, which convert into permanent jumbo mortgages. As of June 30, 2012, approximately $25 million of these loans had FICO scores of less than 620. These totals exclude held-for-sale loans. Stated income loans account for approximately $2.5 million, or 24%, of our credit losses in 1-4 family residential first mortgage loans during the first six months of 2012, and were primarily in Utah and Arizona.

The Company is engaged in home equity credit line lending. At June 30, 2012, the Company's HECL portfolio totaled $2.2 billion. Including FDIC-supported loans, approximately $1.1 billion of the portfolio is secured by first deeds of trust, while the remaining $1.1 billion is secured by junior liens. The outstanding balances and commitments by origination year for the junior lien HECLs are presented in the following schedule.

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JR. LIEN HECLs – OUTSTANDING BALANCES AND TOTAL COMMITMENTS

(In millions)
		June 30, 2012						December 31, 2011
Year of origination	Outstanding balance			Total commitments			Outstanding balance			Total commitments
2012		$	52		$	110
2011		106			199			$	109		$	206
2010		76			139			84			147
2009		74			141			83			149
2008		171			268			184			262
2007		210			319			228			299
2006 and prior		457			973			492			918
Total		$	1,146		$	2,149		$	1,180		$	1,981

More than 99% of the Company's HECL portfolio is still in the draw period, and approximately 54% is scheduled to begin amortizing within the next five years; however, most of them are expected to be renewed for a second 10-year period after a satisfactory review of the borrower's credit history. Of the total home equity credit line portfolio including FDIC-supported loans, 0.31% was 90 or more days past due at June 30, 2012 as compared to 0.52% and 0.34% at December 31, 2011 and June 30, 2011, respectively. During the six months of 2012, the Company modified $0.1 million of home equity credit lines. The annualized credit losses for the HECL portfolio were 94 and 113 basis points for the first six months of 2012 and 2011, respectively.

As of June 30, 2012, loans representing approximately 16% of the outstanding balance in the HECL portfolio were estimated to have combined loan-to-value (CLTV) ratios above 100%. Estimated CLTV ratios are based on projecting values forward from the most recent valuation of the underlying collateral using home price indices at the metropolitan area level. Generally, a valuation of collateral is performed at origination. For junior lien HECLs, the estimated current balance of prior liens is added to the numerator in the calculation of CLTV. The additional breakouts for the CLTV as of June 30, 2012 and December 31, 2011 are shown in the following schedule.

HECL PORTFOLIO BY COMBINED LOAN-TO-VALUE



	Percentage of HECL portfolio
CLTV	June 30, 2012			December 31, 2011
>100%		16	%		17	%
90-100%		10	%		11	%
80-89%		15	%		15	%
< 80%		59	%		57	%
		100	%		100	%

Underwriting standards for the HECL portfolio generally include a maximum 80% CLTV with high credit scores at origination. Credit bureau data, credit scores, and estimated CLTV are refreshed on a quarterly basis, and are used to monitor and manage accounts, including amounts available under the lines of credit. The allowance for loan losses is determined through the use of roll rate models, and first lien HECLs are modeled separately from junior lien HECLs. See Note 5 of the Notes to Consolidated Financial Statements for additional information on the allowance.

Nonperforming Assets

As reflected in the following table, the Company's nonperforming lending-related assets as a percentage of loans and leases and OREO decreased to 2.53% at June 30, 2012, compared with 2.83% at December 31, 2011 and 4.06% at June 30, 2011.

Total nonaccrual loans, excluding FDIC-supported loans, at June 30, 2012 decreased by $114 million from December 31, 2011. The decrease is primarily due to a $105 million decrease in construction and land development loans, an $18 million decrease

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in loans held for sale, and a $15 million decline in 1-4 family residential loans. This decrease was partially offset by increases of $26 million and $6 million in term loans and commercial and industrial loans, respectively. The largest total decreases in nonaccrual loans occurred at Amegy, Vectra, and NBA.

The balance of nonaccrual loans can decrease due to pay-downs, charge-offs, and the return of loans to accrual status under certain conditions. If a nonaccrual loan is refinanced or restructured, the new note is immediately placed on nonaccrual. Company policy does not allow the conversion of nonaccrual construction and land development loans to commercial real estate term loans. See Note 5 of the Notes to Consolidated Financial Statements for more information.

The following table sets forth the Company’s nonperforming lending-related assets:



(Amounts in millions)	June 30, 2012			December 31, 2011			June 30, 2011
Nonaccrual loans	$	771		$	886		$	1,243
Other real estate owned	125			129			195
Nonperforming lending-related assets, excluding FDIC-supported assets	896			1,015			1,438
FDIC-supported nonaccrual loans	22			24			31
FDIC-supported other real estate owned	20			24			44
FDIC-supported nonperforming lending-related assets	42			48			75
Total nonperforming lending-related assets	$	938		$	1,063		$	1,513
Ratio of nonperforming lending-related assets to net loans and leases ¹ and other real estate owned	2.53		%	2.83		%	4.06		%
Accruing loans past due 90 days or more, excluding FDIC-supported loans	$	30		$	19		$	19
FDIC-supported loans past due 90 days or more	70			75			90
Ratio of accruing loans past due 90 days or more to net loans and leases ¹	0.27		%	0.25		%	0.29		%
Nonaccrual loans and accruing loans past due 90 days or more	$	893		$	1,004		$	1,382
Ratio of nonaccrual loans and accruing loans past due 90 days or more to net loans and leases ¹	2.41		%	2.69		%	3.74		%
Accruing loans past due 30 – 89 days, excluding FDIC-supported loans	$	142		$	184		$	171
FDIC-supported loans past due 30 – 89 days	16			25			21
Classified loans, excluding FDIC-supported loans	1,881			2,056			2,676

¹Includes loans held for sale.

Restructured Loans

TDRs are loans that have been modified to accommodate a borrower that is experiencing financial difficulties, and for which the Company has granted a concession that it would not otherwise consider. Commercial loans may be modified to provide the borrower more time to complete the project, to achieve a higher lease-up percentage, to sell the property, or for other reasons. Consumer loan TDRs represent loan modifications in which a concession has been granted to the borrower who is unable to refinance the loan with another lender, or who is experiencing economic hardship. Such consumer loan TDRs may include first-lien residential mortgage loans and home equity loans.

For certain TDRs, we split the loan into two new notes – an “A” note and a “B” note. The A note is structured to comply with our current lending standards at current market rates, and is tailored to suit the customer's ability to make timely interest and principal payments. The B note includes the granting of the concession to the borrower and varies by situation. We may defer principal and interest payments until the A note has been paid in full. At the time of restructuring, the A note is identified and classified as a TDR. The B note is charged-off but the obligation is not forgiven to the borrower, and any payments collected on the B notes are accounted for as recoveries. The outstanding balance of loans restructured using the A/B note strategy was approximately $256 million at June 30, 2012.

If the restructured loan performs for at least six months according to the modified terms, and an analysis of the customer's financial condition indicates that the Company is reasonably assured of repayment of the modified principal and interest, the loan may be returned to accrual status. The borrower's payment performance prior to and following the restructuring is taken into account in determining whether or not a loan should be returned to accrual status.

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ACCRUING AND NONACCRUING TROUBLED DEBT RESTRUCTURED LOANS



(In millions)	June 30, 2012		December 31, 2011			June 30, 2011
Restructured loans – accruing	$	393		$	448	$	394
Restructured loans – nonaccruing	228			296		324
Total	$	621		$	744	$	718

In the periods following the calendar year in which a loan was restructured, a loan may no longer be reported as a TDR if it is on accrual, is in compliance with its modified terms, and yields a market rate (as determined and documented at the time of the modification or restructure). Company policy requires that the removal of TDR status be approved at the same management level that approves the upgrading of a loan's classification. See Note 5 of the Notes to Consolidated Financial Statements.

TROUBLED DEBT RESTRUCTURED LOANS ROLLFORWARD



(In millions)	Three Months Ended June 30, 2012				Six Months Ended June 30, 2012
(In millions)	Three Months Ended June 30, 2012				Six Months Ended June 30, 2012
Balance at beginning of period		$	678			$	744
New identified TDRs and principal increases		62				150
Payments and payoffs		(77		)		(144		)
Charge-offs		(4		)		(13		)
No longer reported as TDRs		(1		)		(63		)
Sales and other		(37		)		(53		)
Balance at end of period		$	621			$	621

Other Nonperforming Assets

In addition to the lending-related nonperforming assets, the Company had $139 million in carrying value and $531 million in amortized cost of investments in debt securities (primarily bank and insurance company CDOs) that were on nonaccrual status at June 30, 2012, compared to $124 million and $613 million at December 31, 2011 and $214 million and $664 million at June 30, 2011, respectively.

Allowance and Reserve for Credit Losses

In analyzing the adequacy of the allowance for loan losses, we utilize a comprehensive loan grading system to determine the risk potential in the portfolio and also consider the results of independent internal credit reviews. To determine the adequacy of the allowance, the Company's loan and lease portfolio is broken into segments based on loan type.

The following table shows the changes in the allowance for loan losses and a summary of loan loss experience:

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(Amounts in millions)	Six Months Ended June 30, 2012			Twelve Months Ended December 31, 2011			Six Months Ended June 30, 2011
Loans and leases outstanding (net of unearned income)	$	36,873		$	37,145		$	36,824
Average loans and leases outstanding (net of unearned income)	$	36,760		$	36,798		$	36,754
Allowance for loan losses:
Balance at beginning of period	$	1,050		$	1,440		$	1,440
Provision charged against earnings	27			75			61
Adjustment for FDIC-supported loans	(7		)	(9		)	(4		)
Charge-offs:
Commercial	(67		)	(241		)	(118		)
Commercial real estate	(52		)	(229		)	(141		)
Consumer	(35		)	(90		)	(51		)
Total	(154		)	(560		)	(310		)
Recoveries:
Commercial	24			55			28
Commercial real estate	25			35			16
Consumer	7			14			7
Total	56			104			51
Net loan and lease charge-offs	(98		)	(456		)	(259		)
Balance at end of period	$	972		$	1,050		$	1,238

Ratio of annualized net charge-offs to average loans and leases	0.53		%	1.24		%	1.41		%
Ratio of allowance for loan losses to net loans and leases, at period end	2.64		%	2.83		%	3.36		%
Ratio of allowance for loan losses to nonperforming loans, at period end	122.46		%	115.40		%	97.17		%
Ratio of allowance for loan losses to nonaccrual loans and accruing loans past due 90 days or more, at period end	108.77		%	104.62		%	89.53		%

The total allowance for loan losses declined during the second quarter of 2012 due to the improved credit quality metrics observed in the loan portfolio. The Company kept the portion of the ALLL related to qualitative and environmental factors relatively constant during the second quarter of 2012 to reflect offsetting trends in improving credit quality and conditions that indicate a potential economic slowdown.

The total allowance for loan losses declined during the first six months of 2012 due to the improved credit quality metrics observed in the loan portfolio and improved economic conditions. The Company decreased the portion of the ALLL related to qualitative and environmental factors during the first six months of 2012 to reflect improving credit quality and somewhat improving economic conditions.

The reserve for unfunded lending commitments represents a reserve for potential losses associated with off-balance sheet commitments and standby letters of credit. The reserve is separately shown in the Company's consolidated balance sheet and any related increases or decreases in the reserve are included in noninterest expense in the statement of income. The reserve increased by $1.2 million and $3.3 million from December 31, 2011 and June 30, 2011 respectively. These increases are primarily due an increase in unfunded lending commitments. See Note 5 of the Notes to Consolidated Financial Statements for additional information related to the allowance for credit losses.

Interest Rate and Market Risk Management

Interest rate and market risk are managed centrally. Interest rate risk is the potential for reduced net interest income resulting from adverse changes in the level of interest rates. Market risk is the potential for loss arising from adverse changes in the fair value of fixed income securities, equity securities, other earning assets and derivative financial instruments as a result of changes in interest rates or other factors. As a financial institution that engages in transactions involving an array of financial products, the Company is exposed to both interest rate risk and market risk.

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The Company's Board of Directors is responsible for approving the overall policies relating to the management of the financial risk of the Company, including interest rate and market risk management. The Boards of Directors of the Company's subsidiary banks are also required to review and approve these policies. In addition, the Board establishes and periodically revises policy limits, and reviews limit exceptions reported by management. The Board has established the management ALCO to which it has delegated the management of interest rate and market risk for the Company.

Interest Rate Risk

Interest rate risk is one of the most significant risks to which the Company is regularly exposed. In general, our goal in managing interest rate risk is to have the net interest margin increase slightly in a rising interest rate environment. We refer to this goal as being slightly “asset-sensitive.” This approach is based on our belief that in a rising interest rate environment, the market cost of equity, or implied rate at which future earnings are discounted, would also tend to rise. The asset sensitivity of the Company's balance sheet changed minimally during the second quarter of 2012. Due to the low level of rates and the natural lower bound of zero for market indices, there is minimal sensitivity to falling rates at the current time. Decreasing market index rates by 200bp, with a lower bound of 0%, decreases interest income by 2% in the income simulation. However, if the Federal Reserve continues to implement its announced intent to keep interest rates at historically low levels though 2014, given the Company's asset sensitivity, it expects its net interest margin to be under modest pressure assuming a stable balance sheet.

We attempt to minimize the impact of changing interest rates on net interest income primarily through the use of interest rate floors on variable rate loans, interest rate swaps, interest rate futures, and by avoiding large exposures to long-term fixed rate interest-earning assets that have significant negative convexity. Our earning assets are largely tied to the shorter end of the interest rate curve. The prime lending rate and the LIBOR curves are the primary indices used for pricing the Company's loans. The interest rates paid on deposit accounts are set by individual banks so as to be competitive in each local market.

We monitor interest rate risk through the use of two complementary measurement methods: duration of equity and income simulation. In the duration of equity method, we measure the expected changes in the fair values of equity in response to changes in interest rates. In the income simulation method, we analyze the expected changes in income in response to changes in interest rates.

Duration of equity is derived by first calculating the dollar duration of all assets, liabilities and derivative instruments. Dollar duration is determined by calculating the fair value of each instrument assuming interest rates sustain immediate and parallel movements up 10 bps and down 10 bps. The average of these two changes in fair value is the dollar duration. Subtracting the dollar duration of liabilities from the dollar duration of assets and adding the net dollar duration of derivative instruments results in the dollar duration of equity. Duration of equity is computed by dividing the dollar duration of equity by the fair value of equity. A positive value implies that an increase in interest rates decreases the dollar value of equity, whereas a negative value implies that an increase in interest rates increases the dollar value of equity. The Company's policy is generally to maintain a duration of equity between -3% to +7%. However, exceptions to the policy have been approved by the Company's Board of Directors. In the current low interest rate environment, the Company is operating with a duration of equity of slightly less than -3% in some planning scenarios.

Income simulation is an estimate of the net interest income and total rate sensitive income that would be recognized under different rate environments. Net interest income and total rate sensitive income are measured under several parallel and nonparallel interest rate environments and deposit repricing assumptions, taking into account an estimate of the possible exercise of options within the portfolio. For income simulation, Company policy requires that interest sensitive income from a static balance sheet be limited to a decline of no more than 10% during one year if rates were to immediately rise or fall in parallel by 200 basis points.

Both of these measurement methods require that we assess a number of variables and make various assumptions in managing the Company's exposure to changes in interest rates. The assessments address loan and security prepayments, early deposit withdrawals, and other embedded options and noncontrollable events. As a result of uncertainty about the maturity and repricing characteristics of both deposits and loans, the Company estimates ranges of duration and income simulation under a variety of assumptions and scenarios. The Company's interest rate risk position changes as the interest rate environment changes and is actively managed to maintain a slightly asset-sensitive position. However, positions at the end of any period may not be reflective of the Company's position in any subsequent period.

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The estimated duration of equity and the income simulation results are highly sensitive to the assumptions used for deposits that do not have specific maturities, such as checking, savings, and money market accounts and also to prepayment assumptions used for loans with prepayment options. Given the uncertainty of these estimates, we view both the duration of equity and the income simulation results as falling within a wide range of possibilities.

As of the dates indicated, the following schedule shows the Company's estimated duration of equity and percentage change in interest sensitive income, based on a static balance sheet, in the first year after the rate change if interest rates were to sustain an immediate parallel change of 200 basis points. The Company estimates interest rate risk with two sets of deposit repricing scenarios. The first scenario assumes that administered-rate deposits (money market, interest-earning checking, and savings) reprice at a faster speed in response to changes in interest rates. The second scenario assumes that those deposits reprice at a slower speed.



	June 30, 2012				March 31, 2012				December 31, 2011
	Fast		Slow		Fast		Slow		Fast		Slow
Duration of equity¹:
Base case	-0.8	%	-4.4	%	-1.5	%	-4.5	%	-1.0	%	-3.8	%
Increase interest rates by 200 bps	-2.8		-5.5		-1.8		-4.0		-1.5		-3.5
		Deposit repricing response
	Fast		Slow		Fast		Slow		Fast		Slow
Income simulation – change in interest sensitive income:
Increase interest rates by 200 bps	9.2	%	12.2	%	9.7	%	12.3	%	7.4		10.0	%
Decrease interest rates by 200 bps²	-1.5		-1.9		-2.5		-2.8		-2.0		-2.3

¹ The duration of equity is the modified duration reported in percentages.

² In the event that a 200 basis point rate parallel decrease cannot be achieved, the applicable rate changes are limited to lesser amounts such that interest rates cannot be less than zero.

During the second quarter of 2012, the Company experienced little change in its interest rate sensitivity measures. During the first quarter of 2012 the duration became more negative. Therefore, the Company slightly increased its asset sensitivity primarily as a result of the new issuance of five-year debt securities and the $700 million redemption of TARP preferred stock with short-term cash balances. Additionally, duration of the loan portfolio declined modestly and can be attributed to a reduction in the average time to reset for floating rate loans and a decline in the percentage of loans with floors from approximately 43% of floating rate loans at December 31, 2011 to 42% at March 31, 2012. The changes in income simulation sensitivity can be attributed to the same factors affecting the duration of equity. This measure is expected to show a further increase in asset sensitivity when the Company redeems the remaining TARP preferred stock.

Market Risk – Fixed Income

The Company engages in the underwriting and trading of municipal and corporate securities. This trading activity exposes the Company to a risk of loss arising from adverse changes in the prices of these fixed income securities.

At June 30, 2012, the Company had $21 million of trading assets and $105 million of securities sold, not yet purchased, compared with $40 million and $44 million at December 31, 2011 and $51 million and $43 million at June 30, 2011, respectively.

Subsequent to quarter-end, the Company exited the business of trading corporate debt securities in preparation for the expected expanded regulation of the Volcker Rule. We do not expect this to have a material impact on the Company's future earnings.

The Company is exposed to market risk through changes in fair value. The Company is also exposed to market risk for interest rate swaps used to hedge interest rate risk. Changes in the fair value of AFS securities and in interest rate swaps that qualify as cash flow hedges are included in OCI for each financial reporting period. During the second quarter of 2012, the after-tax change in OCI attributable to AFS and HTM securities was $(3) million compared to $0.3 million recorded in the same prior year period. The change attributable to interest rate swaps for the second quarters of 2012 and 2011 was $(2) million and $(5) million, respectively. If any of the AFS or HTM securities become other than temporarily impaired, the credit impairment is charged to operations. See “Investment Securities Portfolio” for additional information on OTTI.

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Market Risk – Equity Investments

Through its equity investment activities, the Company owns equity securities that are publicly traded. In addition, the Company owns equity securities in companies that are not publicly traded, that are accounted for under cost, fair value, equity, or full consolidation methods of accounting, depending upon the Company's ownership position and degree of involvement in influencing the investees' affairs. In either case, the value of the Company's investment is subject to fluctuation. Since the fair value of these securities may fall below the Company's investment costs, the Company is exposed to the possibility of loss. These equity investments are approved, monitored and evaluated by the Company's Equity Investment Committee.

The Company holds investments in pre-public companies through various venture capital funds. Additionally, Amegy has an alternative investments portfolio. These investments were primarily directed towards equity buyout and mezzanine funds with a key strategy of deriving ancillary commercial banking business from the portfolio companies. Early stage venture capital funds were generally not a part of the strategy since the underlying companies were typically not creditworthy.

Under provisions of the Dodd-Frank Act, the Company is allowed to fund remaining unfunded portions of existing private equity fund commitments, such as those described above, but is not allowed to make any new commitments to invest in private equity funds, except for SBIC funds.

A more comprehensive discussion of the Company's interest rate and market risk management is contained in the Company's 2011 Annual Report on Form 10-K.

Liquidity Risk Management

Liquidity risk is the possibility that the Company’s cash flows may not be adequate to fund its ongoing operations and meet its commitments in a timely and cost-effective manner. Since liquidity risk is closely linked to both credit risk and market risk, many of the previously discussed risk control mechanisms also apply to the monitoring and management of liquidity risk. We manage the Company’s liquidity to provide adequate funds to meet its anticipated financial and contractual obligations, including withdrawals by depositors, debt service requirements and lease obligations, as well as to fund customers’ needs for credit. The management of liquidity and funding is performed centrally for both the Parent and its subsidiary banks.

Consolidated cash and interest-bearing deposits held as investments at the Parent and its subsidiaries increased to $9.0 billion at June 30, 2012 from $8.7 billion at March 31, 2012 and $8.2 billion at December 31, 2011. The increase during the first six months of 2012 was mainly a result of an increase in deposits, issuance of long-term debt (net of repayments), and net loan collections, partially offset by the redemption of $700 million of the $1.4 billion Series D Fixed-Rate Cumulative Perpetual Preferred Stock issued to the U.S. Department of the Treasury under its Troubled Asset Relief Program (“TARP”) Capital Purchase Program (“CPP”) and the payment of common and preferred dividends. The build up of cash and interest-bearing deposits, rather than investing in higher-yielding long-term investments, was also due to the expected redemption of the remaining $700 million of TARP preferred stock in the second half of 2012.

Parent Company Liquidity

The Parent’s cash requirements consist primarily of debt service, investments in and advances to subsidiaries, operating expenses, income taxes, and dividends to preferred and common shareholders, including the TARP preferred stock issued to the U.S. Department of the Treasury. The Parent’s cash needs are usually met through dividends from its subsidiaries, interest and investment income, subsidiaries’ proportionate share of current income taxes, equity contributed through the exercise of stock options, and long-term debt and equity issuances.

During the first six months of 2012, the Parent received common dividends totaling $88.8 million and preferred dividends totaling $32.4 million from its bank subsidiaries. Also, the Parent received cash of $335.8 million from its subsidiary banks as a result of the redemption of preferred stock issued to the Parent. The dividends that our subsidiary banks can pay to the Parent are restricted by current and historical earning levels, retained earnings, and risk-based and other regulatory capital requirements. During the first six months of 2012, all of the Company’s subsidiary banks recorded a profit. We expect that this profitability will be sustained thus permitting additional payments of dividends by the banks to the Parent, and/or returns of capital to the Parent during the remainder of 2012.

The Company has held the dividend on its common stock to $0.01 per share per quarter to conserve both capital and cash at the Parent.

General financial market and economic conditions impact the Company’s access to and cost of external financing and continued

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to gradually improve in the first six months of 2012. Access to funding markets for the Parent and subsidiary banks is also directly affected by the credit ratings they receive from various rating agencies. The ratings not only influence the costs associated with the borrowings, but can also influence the sources of the borrowings. The debt ratings and outlooks issued by the various rating agencies for the Company did not change during the first six months of 2012. While Moody’s rates the Company’s senior debt as Ba3 or noninvestment grade, Standard & Poor's, Fitch, and DBRS all rate the Company’s senior debt at a low investment grade level. In addition, all four rating agencies rate the Company’s subordinated debt as noninvestment grade.

During the first six months of 2012, the primary sources of additional cash to the Parent in the capital markets were (1) $558 million issuance of four- to five-year unsecured senior notes with interest rates between 4.0% and 4.5%, proceeds net of commissions, fees and discounts were $533 million, (2) $67 million issuance of one- to two-year unsecured senior notes and (3) $144 million issuance of Series F 7.9% Fixed-Rate Non-Cumulative Perpetual Preferred Stock. Primary uses of cash in the capital markets during the first six months of 2012 were (1) the redemption of $700 million of TARP preferred stock, (2) the redemption of $143 million Series E 11.0% preferred stock, and (3) the repayment of $255 million variable rate senior notes that were guaranteed under the FDIC's Temporary Liquidity Guarantee Program. The Parent’s cash balance was $926 million at June 30, 2012 compared to $512 million at March 31, 2012 and $956 million at December 31, 2011.

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The following table presents the Parent’s balance sheet at June 30, 2012, December 31, 2011, and June 30, 2011.

PARENT ONLY CONDENSED BALANCE SHEETS

(In thousands)	June 30, 2012			December 31, 2011			June 30, 2011
ASSETS
Cash and due from banks	$	2,510		$	11		$	2,954
Interest-bearing deposits	923,560			956,476			446,916
Investment securities:
Held-to-maturity, at adjusted cost (approximate fair value of $17,704, $13,019 and $13,146)	14,707			20,118			15,124
Available-for-sale, at fair value	395,226			382,880			1,123,102
Loans, net of unearned fees of $0, $0 and $0 and allowance for loan losses of $0, $33 and $28	—			1,495			1,500
Other noninterest-bearing investments	50,388			52,903			50,110
Investments in subsidiaries:
Commercial banks and bank holding company	6,897,138			7,070,620			6,982,273
Other operating companies	43,732			45,043			56,421
Nonoperating – ZMFU II, Inc. ¹	92,624			92,751			93,125
Receivables from subsidiaries:
Other operating companies	20,000			190			615
Other assets	224,398			285,971			313,159
	$	8,664,283		$	8,908,458		$	9,085,299
LIABILITIES AND SHAREHOLDERS’ EQUITY
Other liabilities	$	96,376		$	104,829		$	155,884
Commercial paper:
Due to affiliates	45,995			45,995			45,993
Due to others	2,217			3,063			14,256
Other short-term borrowings:
Due to affiliates	5			5			107,662
Due to others	4,946			66,883			130,404
Subordinated debt to affiliated trusts	309,278			309,278			309,278
Long-term debt:
Due to affiliates	56			53			85,070
Due to others	1,713,439			1,393,044			1,322,159
Total liabilities	2,172,312			1,923,150			2,170,706
Shareholders’ equity:
Preferred stock	1,800,473			2,377,560			2,329,370
Common stock	4,157,525			4,163,242			4,158,369
Retained earnings	1,110,120			1,036,590			931,345
Accumulated other comprehensive income (loss)	(576,147		)	(592,084		)	(504,491		)
Total shareholders’ equity	6,491,971			6,985,308			6,914,593
	$	8,664,283		$	8,908,458		$	9,085,299

¹ZMFU II, Inc. is a wholly-owned nonoperating subsidiary whose sole purpose is to hold a portfolio of municipal bonds, loans and leases.

During the first six months of 2012 and 2011, the Parent’s operating expenses included cash payments for interest of approximately $57 million and $67 million, respectively. Additionally, the Parent paid approximately $76 million and $75 million of dividends on preferred stock and common stock, respectively, for the same applicable periods.

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Repayments of short-term borrowings by the Parent exceeded new issuances, which resulted in net cash outflows of $63 million during the first six months of 2012.

At June 30, 2012, maturities of the Company’s long-term senior and subordinated debt ranged from September 2012 to March 2017.

Subsidiary Bank Liquidity

The subsidiary banks’ primary source of funding is their core deposits, consisting of demand, savings and money market deposits, time deposits under $100,000, and foreign deposits. At June 30, 2012, these core deposits, excluding brokered deposits, in aggregate, constituted 95.8% of consolidated deposits, compared with 95.5% of consolidated deposits at March 31, 2012 and 94.4% at June 30, 2011. On a consolidated basis, the Company’s net loan to total deposit ratio is historically low at 85.4%, as compared to 86.6% as of December 31, 2011 and 89.4% as of June 30, 2011.

Historically, the Company’s subsidiary banks have also obtained brokered deposits to serve as an additional source of liquidity, which is currently not needed. At June 30, 2012, these brokered deposits were $127 million, compared with $214 million at March 31, 2012 and $204 million at December 31, 2011. Brokered deposits are 0.3% of total deposits at June 30, 2012.

Total deposits increased by $61 million during the second quarter of 2012 mainly due to an increase of $313 million in noninterest-bearing demand deposits, partly offset by a decrease of $275 million in savings and money market deposits. For the first six months of 2012, total deposits increased by $285 million due to an increase in noninterest-bearing demand deposits of $387 million and savings and money market deposits of $170 million, partially offset by a combined decrease in time and foreign deposits of $272 million.

On November 9, 2010, the FDIC issued a final rule providing temporary unlimited insurance coverage for noninterest-bearing transaction accounts at all FDIC-insured depository institutions, effective December 31, 2010 through December 31, 2012. The Company and the banking industry may experience a reduction in noninterest-bearing deposits beginning in late 2012 or in 2013 as a result of a decrease in demand for these deposits after the expiration of the temporary unlimited insurance coverage.

The FHLB system has, from time to time, been a significant source of funding and back-up liquidity for each of the Company’s subsidiary banks. Zions Bank, TCBW, and TCBO are members of the FHLB of Seattle. CB&T, NSB, and NBA are members of the FHLB of San Francisco. Vectra is a member of the FHLB of Topeka and Amegy Bank is a member of the FHLB of Dallas. The FHLB allows member banks to borrow against their eligible loans to satisfy liquidity requirements. The subsidiary banks are required to invest in FHLB stock to maintain their borrowing capacity. At June 30, 2012, the amount available for additional FHLB and Federal Reserve borrowings was approximately $13.5 billion. At June 30, 2012 the Company had a de minimus amount of long-term borrowings outstanding with the FHLB – approximately $24 million, which was essentially unchanged from December 31, 2011. At June 30, 2012 and December 31, 2011, the subsidiary banks’ total investment in FHLB stock was approximately $115 million and $116 million, respectively.

The Company’s investment activities can provide or use cash, depending on the asset-liability management posture that is taken. For the first six months of 2012, investment securities’ activities resulted in a decrease in investment securities holdings and a net increase of cash in the amount of $103 million.

Maturing balances in our subsidiary banks’ loan portfolios also provide additional flexibility in managing cash flows. Lending activity for the second quarter of 2012 resulted in a net cash outflow of $397 million compared to a net cash outflow of $492 million for the second quarter of 2011. For the first six months of 2012 contraction in lending activity resulted in a net cash inflow of $18 million compared to a net cash outflow of $537 for the first six months of 2011.

A more comprehensive discussion of our liquidity management is contained in the Company's 2011 Annual Report on Form

10-K.

Operational Risk Management

Operational risk is the potential for unexpected losses attributable to human error, systems failures, fraud, or inadequate internal controls and procedures. In its ongoing efforts to identify and manage operational risk, the Company has a Corporate Risk Management Department whose responsibility is to help management identify and assess key risks and monitor the key internal controls and processes that the Company has in place to mitigate operational risk. We have documented controls and the Control Self Assessment related to financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002 and the Federal Deposit Insurance Corporation Improvement Act of 1991.

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To manage and minimize its operating risk, the Company has in place transactional documentation requirements, systems and procedures to monitor transactions and positions, regulatory compliance reviews, and periodic reviews by the Company’s internal audit and credit examination departments. In addition, reconciliation procedures have been established to ensure that data processing systems consistently and accurately capture critical data. Further, we maintain contingency plans and systems for operations support in the event of natural or other disasters. Efforts are continually underway to improve the Company’s oversight of operational risk, including enhancement of risk-control self assessments and of antifraud measures reporting to the Enterprise Risk Management Committee and the Board. We also mitigate operational risk through the purchase of insurance, including errors and omissions and professional liability insurance.

CAPITAL MANAGEMENT

We believe that a strong capital position is vital to continued profitability and to promoting depositor and investor confidence.

Note 7 of the Notes to Consolidated Financial Statements provides additional information on the Company’s debt and equity transactions during the first six months of 2012 and its projected transactions during the remainder of 2012.

On March 13, 2012, the Federal Reserve notified the Company that it did not object to the capital actions proposed in the Company’s Capital Plan, submitted pursuant to the Federal Reserve’s 2012 Capital Plan and Review (CapPR). The plan included the redemption in its entirety ($1.4 billion) of the Company’s TARP preferred stock in 2012 in two installments without the issuance of any new common or preferred stock. The second $700 million installment is also contingent on (1) maintenance of adequate Parent Company liquidity; (2) return of $500 million of capital from the Company’s subsidiary banks to the Parent, which requires primary bank regulator approval; and (3) no material deterioration in the Company’s overall financial condition. The Capital Plan also included the issuance of $600 million of senior debt.

On March 28, 2012, the Company redeemed $700 million, or 50%, of its TARP preferred stock. The Company expects to redeem the remaining $700 million of TARP preferred stock in the second half of 2012.

Although total controlling interest shareholder's equity increased by 1.6% from $6,389 million at March 31, 2012 to $6,492 million at June 30, 2012, total controlling interest shareholders’ equity decreased by 7.1% from $6,985 million at December 31, 2011. The decrease in total controlling interest shareholders’ equity from December 31, 2011 is primarily due to the redemption of $700 million of the TARP preferred stock previously discussed and $76.3 million of dividends paid on preferred and common stock, partially offset by $181.4 million of net income applicable to controlling interest and $80.0 million of convertible subordinated debt converted to preferred stock.

The Company paid $3.7 million in dividends on common stock during the first six months of 2012. The dividends paid per share of $0.01 were unchanged from the rate paid since the third quarter of 2009. Under the terms of the CPP, the Company may not increase the dividend on its common stock above $0.32 per share per quarter during the period the senior preferred shares are outstanding without adversely impacting the Company’s interest in the program or without permission from the U.S. Department of the Treasury. The Company’s Capital Plan submitted to the Federal Reserve maintains the current common stock dividend of $0.01 per share throughout 2012.

The Company recorded preferred stock dividends of $100.7 million and $81.9 million during the first six months of 2012 and 2011, respectively. Preferred dividends for the first six months of 2012 and 2011 include $54.2 million and $45.6 million, respectively, related to the TARP preferred stock, consisting of cash payments of $26.1 million and $35.0 million in the first six months of 2012 and 2011, respectively, and accretion of $28.1 million and $10.6 million in the first six months of 2012 and 2011, respectively, for the difference between the fair value and par amount of the TARP preferred stock when issued.

Conversions of convertible subordinated debt into preferred stock have augmented the Company’s capital position and reduced future refinancing needs. From the original modification in June 2009 through June 30, 2012, $742 million of debt has been extinguished and $867 million of preferred capital has been added. The following schedule shows the effect the conversions had on Tier 1 capital and outstanding convertible subordinated debt during 2011 and during the first six months of 2012.

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IMPACT OF CONVERTIBLE SUBORDINATED DEBT



	Three Months Ended
(In millions)	June 30, 2012			March 31, 2012			December 31, 2011				September 30, 2011				June 30, 2011			March 31, 2011
Preferred equity
Convertible subordinated debt converted to preferred stock	$	50		$	30			$	15			$	17		$	138		$	86
Beneficial conversion feature reclassified from common to preferred stock	9			5				2				3			23			15
Change in preferred equity	59			35				17				20			161			101
Common equity
Accelerated convertible subordinated debt discount amortization, net of tax	(13		)	(10		)		(5		)		(6		)	(50		)	(33		)
Beneficial conversion feature reclassified from common to preferred stock	(9		)	(5		)		(2		)		(3		)	(23		)	(15		)
Change in common equity	(22		)	(15		)		(7		)		(9		)	(73		)	(48		)
Net impact on Tier 1 capital	$	37		$	20			$	10			$	11		$	88		$	53
Convertible subordinated debt outstanding	$	467		$	518			$	547			$	562		$	579		$	718

On May 7, 2012, the Company issued $143.75 million of a new series of Tier 1 Capital qualifying perpetual preferred stock at a dividend of 7.9%. The proceeds were used to redeem all outstanding shares of its Series E fixed-rate resettable non-cumulative perpetual preferred stock on June 15, 2012. The Series E securities had an aggregate par amount of $142.5 million and current dividend of 11.0%. The issuance of the new Series F preferred stock and redemption of the Series E preferred stock will reduce preferred stock dividends paid by the Company by approximately $4.3 million per year.

Banking organizations are required under published regulations to maintain adequate levels of capital as measured by several regulatory capital ratios. As of June 30, 2012, the Company’s capital ratios were as follows:

CAPITAL RATIOS



	June 30, 2012		December 31, 2011		June 30, 2011
Tangible common equity ratio	6.91	%	6.77	%	6.95	%
Tangible equity ratio	10.35	%	11.33	%	11.58	%
Average equity to average assets (three months ended)	12.37	%	13.27	%	13.42	%
Risk-based capital ratios:
Common equity tier 1 capital	9.78	%	9.57	%	9.36	%
Tier 1 leverage	12.31	%	13.40	%	13.44	%
Tier 1 risk-based capital	15.03	%	16.13	%	15.87	%
Total risk-based capital	16.89	%	18.06	%	18.01	%

At June 30, 2012, regulatory Tier 1 risk-based capital and total risk-based capital were $6,444 million and $7,245 million, compared to $6,333 million and $7,157 million at March 31, 2012 and $6,773 million and $7,687 million at June 30, 2011, respectively.

In June 2012, the FRB, OCC, and FDIC (collectively, the Agencies) each issued Notices of Proposed Rulemaking (NPRs) that would revise and replace the Agencies' current regulatory capital rules to align with the June 2011 Bank for International Settlements regulatory framework, commonly referred to as Basel III. These capital standards meet certain requirements of the Dodd-Frank Act. Requirements included in the proposed NPRs would establish more restrictive capital definitions, higher risk-weightings for certain asset classes, capital buffers, higher minimum capital ratios, and new “prompt corrective action” triggers and restrictions. The revisions include revised methodologies for determining risk-weighted assets for residential mortgages, unused loan commitments, securitization exposures, nonperforming assets, and counterparty credit risk. We are currently evaluating the impact of the proposed NPRs on our regulatory capital ratios. While uncertainty exists in the final form of the U.S. rules implementing the Basel III capital framework, we expect to meet the final requirements adopted by U.S. banking regulators within regulatory timelines.

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GAAP to NON-GAAP RECONCILIATIONS

1. Common equity Tier 1 capital

Traditionally, the Federal Reserve and other banking regulators have assessed a bank’s capital adequacy based on Tier 1 capital, the calculation of which is codified in federal banking regulations. Regulators have begun supplementing their assessment of the capital adequacy of a bank based on a variation of Tier 1 capital, known as common equity Tier 1 capital. The common equity Tier 1 capital ratio is the core capital component of the Basel III standards, and we believe that it increasingly is becoming a key ratio considered by regulators, investors, and analysts. There is a difference between this ratio calculated using Basel I definitions of common equity Tier 1 capital and those definitions using Basel III rules when fully phased in (which have not yet been formalized in regulation). The common equity Tier 1 risk-based capital ratios in the Capital Ratios schedule presented previously use the current Basel I definitions for determining the numerator. Because common equity Tier 1 capital is not formally defined by GAAP or codified in the federal banking regulations, this measure is considered to be a non-GAAP financial measure and other entities may calculate them differently than the Company’s disclosed calculations. Since banking regulators, investors and analysts may assess the Company’s capital adequacy using common equity Tier 1 capital, we believe that it is useful to provide them the ability to assess the Company’s capital adequacy on this same basis.

Common equity Tier 1 capital is often expressed as a percentage of risk-weighted assets. Under the current risk-based capital framework, a bank’s balance sheet assets and credit equivalent amounts of off-balance sheet items are assigned to one of four broad “Basel I” risk categories for banks, like our banking subsidiaries, that have not adopted the Basel II “Advanced Measurement Approach.” The aggregated dollar amount in each category is then multiplied by the risk weighting assigned to that category. The resulting weighted values from each of the four categories are added together and this sum is the risk-weighted assets total that, as adjusted, comprises the denominator of certain risk-based capital ratios. Tier 1 capital is then divided by this denominator (risk-weighted assets) to determine the Tier 1 capital ratio. Adjustments are made to Tier 1 capital to arrive at common equity Tier 1 capital. Common equity Tier 1 capital is also divided by the risk-weighted assets to determine the common equity Tier 1 capital ratio. The amounts disclosed as risk-weighted assets are calculated consistent with banking regulatory requirements.

The schedule below provides a reconciliation of controlling interest shareholders’ equity (GAAP) to Tier 1 capital (regulatory) and to common equity Tier 1 capital (non-GAAP) using current U.S. regulatory treatment and not proposed Basel III calculations.

COMMON EQUITY TIER 1 CAPITAL (NON-GAAP)



(Amounts in millions)	June 30, 2012			December 31, 2011			June 30, 2011
Controlling interest shareholders’ equity (GAAP)	$	6,492		$	6,985		$	6,915
Accumulated other comprehensive loss (income)	576			592			504
Non-qualifying goodwill and intangibles	(1,074		)	(1,083		)	(1,093		)
Disallowed deferred tax assets	—			—			—
Other regulatory adjustments	2			4			(1		)
Qualifying trust preferred securities	448			448			448
Tier 1 capital (regulatory)	6,444			6,946			6,773
Qualifying trust preferred securities	(448		)	(448		)	(448		)
Preferred stock	(1,800		)	(2,377		)	(2,329		)
Common equity Tier 1 capital (non-GAAP)	$	4,196		$	4,121		$	3,996
Risk-weighted assets (regulatory)	$	42,891		$	43,077		$	42,676
Common equity Tier 1 capital to risk-weighted assets (non-GAAP)	9.78		%	9.57		%	9.36		%

2. Core net interest margin

This Form 10-Q presents a “core net interest margin” which excludes the effects of the (1) periodic discount amortization on convertible subordinated debt; (2) accelerated discount amortization on convertible subordinated debt which has been converted; and (3) additional accretion of interest income on acquired loans based on increased projected cash flows.

The schedule below provides a reconciliation of net interest margin (GAAP) to core net interest margin (non-GAAP).

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NET INTEREST MARGIN TO CORE NET INTEREST MARGIN (NON-GAAP)



	Three Months Ended
	June 30, 2012	December 31, 2011	June 30, 2011
Net interest margin as reported (GAAP)	3.62%	3.86%	3.62%
Adjust for the impact on net interest margin of:
Discount amortization on convertible subordinated debt	0.09%	0.09%	0.10%
Accelerated discount amortization on convertible subordinated debt	0.13%	0.05%	0.53%
Additional accretion of interest income on acquired loans	(0.12)%	(0.14)%	(0.18)%
Core net interest margin (non-GAAP)	3.72%	3.86%	4.07%

3. Income before income taxes and subordinated debt conversions

This Form 10-Q presents “income before income taxes and subordinated debt conversions” which excludes the effects of the (1) periodic discount amortization on convertible subordinated debt and (2) accelerated discount amortization on convertible subordinated debt which has been converted.

The first schedule in “Results of Operations” provides a reconciliation of income before income taxes (GAAP) to income before income taxes and subordinated debt conversions (non-GAAP).

4. Total shareholders’ equity to tangible equity and tangible common equity

This Form 10-Q presents “tangible equity” and “tangible common equity” which excludes goodwill and core deposit and other intangibles for both measures and preferred stock and noncontrolling interests for tangible common equity.

The following schedule provides a reconciliation of total shareholders’ equity (GAAP) to both tangible equity (non-GAAP) and tangible common equity (non-GAAP).

TANGIBLE EQUITY (NON-GAAP) AND TANGIBLE COMMON EQUITY (NON-GAAP)



(Amounts in millions)	June 30, 2012			December 31, 2011			June 30, 2011
Total shareholders’ equity (GAAP)	$	6,489		$	6,983		$	6,913
Goodwill	(1,015		)	(1,015		)	(1,015		)
Core deposit and other intangibles	(59		)	(68		)	(77		)
Tangible equity (non-GAAP) (a)	5,415			5,900			5,821
Preferred stock	(1,800		)	(2,377		)	(2,329		)
Noncontrolling interests	3			2			1
Tangible common equity (non-GAAP) (b)	$	3,618		$	3,525		$	3,493
Total assets (GAAP)	$	53,407		$	53,149		$	51,361
Goodwill	(1,015		)	(1,015		)	(1,015		)
Core deposit and other intangibles	(59		)	(68		)	(77		)
Tangible assets (non-GAAP) (c)	$	52,333		$	52,066		$	50,269
Tangible equity ratio (a/c)	10.35		%	11.33		%	11.58		%
Tangible common equity ratio (b/c)	6.91		%	6.77		%	6.95		%

For items 2, 3 and 4, the identified adjustments to reconcile from the applicable GAAP financial measures to the non-GAAP financial measures are included where applicable in financial results or in the balance sheet presented in accordance with GAAP. We consider these adjustments to be relevant to ongoing operating results and financial position.

We believe that excluding the amounts associated with these adjustments to present the non-GAAP financial measures provides a meaningful base for period-to-period and company-to-company comparisons, which will assist regulators, investors, and analysts in analyzing the operating results or financial position of the Company and in predicting future performance. These

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non-GAAP financial measures are used by management and the Board of Directors to assess the performance of the Company’s business or its financial position for evaluating bank reporting segment performance, for presentations of Company performance to investors, and for other reasons as may be requested by investors and analysts. We further believe that presenting these non-GAAP financial measures will permit investors and analysts to assess the performance of the Company on the same basis as that applied by management and the Board of Directors.

Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied, and are not audited. Although these non-GAAP financial measures are frequently used by stakeholders to evaluate a company, they have limitations as an analytical tool, and should not be considered in isolation or as a substitute for analyses of results as reported under GAAP.


ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest rate and market risks are among the most significant risks regularly undertaken by the Company, and they are closely monitored as previously discussed. A discussion regarding the Company’s management of interest rate and market risk is included in the section entitled “Interest Rate and Market Risk Management” in this Form 10-Q.


ITEM 4.	CONTROLS AND PROCEDURES

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Offer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of June 30, 2012. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Offer concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2012. There were no material changes in the Company’s internal control over financial reporting during the first six months of 2012.


PART II.	OTHER INFORMATION


ITEM 1.	LEGAL PROCEEDINGS

The information contained in Note 10 of the Notes to Consolidated Financial Statements is incorporated by reference herein.


ITEM 1A.	RISK FACTORS

The Company believes there have been no significant changes in risk factors compared to the factors identified in Zions Bancorporation’s 2011 Annual Report on Form 10-K; however, this filing contains updated disclosures related to significant risk factors discussed in “Investment Securities Portfolio,” “Credit Risk Management,” “Market Risk – Fixed Income,” “Liquidity Risk Management,” and “Capital Management.”


ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Share Repurchases

The following table summarizes the Company’s share repurchases for the second quarter of 2012:



Period	Total number of shares repurchased ¹		Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs		Approximate dollar value of shares that may yet be purchased under the plan
April		26,173	$	20.08		—		$	—
May		79,868	19.19			—		—
June		40,240	17.65			—		—
Second quarter		146,281	18.93			—

¹Represents common shares acquired from employees in connection with the Company’s stock compensation plan. Shares were acquired from employees to pay for their payroll taxes upon the vesting of restricted stock and settlement of restricted stock units under the “withholding shares” provision of an employee share-based compensation plan.

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ITEM 6.	EXHIBITS


a)	Exhibits



Exhibit Number	Description

3.1	Restated Articles of Incorporation of Zions Bancorporation dated November 8, 1993, incorporated by reference to Exhibit 3.1 of Form S-4 filed on November 22, 1993.	*

3.2	Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation dated April 30, 1997, incorporated by reference to Exhibit 3.2 of Form 10-Q for the quarter ended March 31, 2008.	*

3.3	Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation dated April 24, 1998, incorporated by reference to Exhibit 3.3 of Form 10-Q for the quarter ended March 31, 2009.	*

3.4	Articles of Amendment to Restated Articles of Incorporation of Zions Bancorporation dated April 25, 2001, incorporated by reference to Exhibit 3.6 of Form S-4 filed July 13, 2001.	*

3.5	Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation, dated December 5, 2006, incorporated by reference to Exhibit 3.5 of Form 10-K for the year ended December 31, 2011.	*

3.6	Articles of Merger of The Stockmen’s Bancorp, Inc. with and into Zions Bancorporation, effective January 17, 2007, incorporated by reference to Exhibit 3.6 of Form 10-Q for the quarter ended March 31, 2012.	*

3.7	Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation, dated July 7, 2008, incorporated by reference to Exhibit 3.1 of Form 8-K filed July 8, 2008.	*

3.8	Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation, dated November 12, 2008, incorporated by reference to Exhibit 3.1 of Form 8-K filed November 17, 2008.	*

3.9	Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation, dated June 30, 2009, incorporated by reference to Exhibit 3.1 of Form 8-K filed July 2, 2009.	*

3.10	Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation dated June 30, 2009, incorporated by reference to Exhibit 3.10 of Form 10-Q for the quarter ended June 30, 2009.	*

3.11	Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation dated June 1, 2010, incorporated by reference to Exhibit 3.1 of Form 8-K filed June 3, 2010.	*

3.12	Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation dated June 14, 2010, incorporated by reference to Exhibit 3.1 of Form 8-K filed June 15, 2010.	*

3.13	Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation with respect to the Series F Fixed-Rate Non-Cumulative Perpetual Preferred Stock, dated May 4, 2012, incorporated by reference to Exhibit 3.1 of Form 8-K filed May 5, 2012.	*

3.14	Restated Bylaws of Zions Bancorporation dated November 8, 2011, incorporated by reference to Exhibit 3.13 of Form 10-Q for the quarter ended September 30, 2011.	*

10.1	2012 Management Incentive Compensation Plan (filed herewith).

10.2	Amended and Restated Zions Bancorporation 2005 Stock Option and Incentive Plan (filed herewith).

10.3	Standard Stock Option Award Agreement, Zions Bancorporation 2005 Stock Option and Incentive Plan (filed herewith).

10.4	Standard Restricted Stock Award Agreement, Zions Bancorporation 2005 Stock Option and Incentive Plan (filed herewith).

10.5	Standard Restricted Stock Unit Award Agreement, Zions Bancorporation 2005 Stock Option and Incentive Plan (filed herewith).

10.6	Third amendment to the Zions Bancorporation Deferred Compensation Plan Trust Agreement between Fidelity Management Trust Company and Zions Bancorporation, dated June 13, 2012 (filed herewith).

31.1	Certification by Chief Executive Officer required by Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934 (filed herewith).

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31.2		Certification by Chief Financial Officer required by Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934 (filed herewith).

32		Certification by Chief Executive Officer and Chief Financial Officer required by Sections 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 (15 U.S.C. 78m) and 18 U.S.C. Section 1350 (furnished herewith).

101		Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets as of June 30, 2012 and December 31, 2011, (ii) the Consolidated Statements of Income for the three months ended June 30, 2012 and June 30, 2011 and the six months ended June 30, 2012 and June 30, 2011, (iii) the Consolidated Statements of Comprehensive Income for the three months ended June 30, 2012 and June 30, 2011 and the six months ended June 30, 2012 and June 30, 2011, (iv) the Consolidated Statements of Changes in Shareholders’ Equity for the three months ended June 30, 2012 and June 30, 2011 and the six months ended June 30, 2012 and June 30, 2011, (v) the Consolidated Statements of Cash Flows for the three months ended June 30, 2012 and June 30, 2011 and the six months ended June 30, 2012 and June 30, 2011, and (v) the Notes to the Consolidated Financial Statements (furnished herewith).

* Incorporated by reference

Table of Contents

ZIONS BANCORPORATION AND SUBSIDIARIES

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ZIONS BANCORPORATION

/s/ Harris H. Simmons

Harris H. Simmons, Chairman, President

and Chief Executive Officer

/s/ Doyle L. Arnold

Doyle L. Arnold, Vice Chairman and

Chief Financial Officer

Date: August 8, 2012

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Section 2: EX-10.1 (2012 MANAGEMENT INCENTIVE PLAN)

ZION-2012.06.30-EX10.1

EXHIBIT 10.1

2012 MANAGEMENT INCENTIVE COMPENSATION PLAN

1. PURPOSE

The purpose of the Plan is to promote the interests of the Company and its affiliates by attracting and retaining an outstanding senior executive management team. Awards payable under this Plan are designed to be qualified performance-based compensation within the meaning of Section 162(m) of the Code.

2. DEFINITIONS

(a) “Adjusted Operating Income” means, for any Plan year, the Company's consolidated income from continuing operations before income taxes and minority interest, as determined in accordance with GAAP.

(b) “Affiliate” means any corporation, partnership, limited liability company or other entity that is an “affiliate” of the Company within the meaning of Rule 12b-2 under the Exchange Act.

(c) “Award” means that portion, if any, of a Maximum Award that is granted by the Committee to a Covered Employee with respect to a Plan Year.

(d) “Board” means the Company's Board of Directors.

(e) “CEO” means the Company's chief executive officers during each Plan Year. If more than one person serves as the Company's chief executive officer during a Plan Year, the term “CEO” shall mean each of such persons.

(f) “Code” means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

(g) “Committee” means the Executive Compensation Committee of the Board or such other committee or sub-committee consisting of two or more members of the Board, selected by the Board, each of which members shall be an ”Outside Director” for purposes of Section 162(m) of the Code.

(h) “Company” means Zions Bancorporation.

(i) “Covered Employee” means (i) the CEO, and (ii) the three (3) most highly compensated executive officers of the Company (as defined in Rule 3b-7 under the Exchange Act) other than the CEO or CFO on the last day of each Plan Year. Covered Employees may be officers of the Company or its Affiliates.

(j) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(k) “GAAP” means United States generally accepted accounting principles.

(l) “Maximum Award” for each Covered Employee means 1% of Adjusted Operating Income.

(m) “Plan” refers to this 2012 Management Incentive Compensation Plan of the Company.

(n) “Plan Year” refers to each annual fiscal year of the Company.

3. ADMINISTRATION

The Plan will be administered by the Committee. The Committee will determine the amount of Awards, if any, to be granted under the Plan to the Covered Employees for the Plan Year subject to the terms and conditions set forth in the Plan and to other terms and conditions established by the Committee that are consistent with the purpose and provisions of the Plan.

The Committee may prescribe, amend or rescind rules, regulations, policies, interpretations and guides as deemed appropriate for the proper and effective administration of the Plan.

The Plan is intended to comply with the requirements of the Troubled Asset Relief Program (“TARP”), the Code, and any rules

or regulations promulgated thereunder. The Committee, in its sole discretion, may interpret and construe any provision of the Plan and adopt such rules as it may deem necessary in order to comply with the requirements of TARP, the Code, or the rules or regulations promulgated thereunder, or to conform to any change in any law applicable thereto.

No member of the Committee or employee of the Company will be personally liable for any action, failure to act, determination or interpretation made in good faith with respect to the Plan or any transaction under the Plan. All decisions, determinations and interpretations of the Committee will be final and binding.

4. DETERMINATION OF ADJUSTED OPERATING INCOME AND MAXIMUM AWARDS

After the end of each Plan Year, the Company shall compute the Adjusted Operating Income for that Plan Year and the Maximum Award for each Covered Employee for that Plan Year. The Committee will certify, in writing and prior to the grant of any Awards for a given Plan Year, the Maximum Award for each Covered Employee and the total amount of Adjusted Operating Income for the Plan Year.

5. GRANT OF AWARDS

After the computations, reports and certifications prescribed under Section 4 have been made, the Committee, in its sole discretion, shall determine the amounts, if any, of the Maximum Award to be granted to each of the Covered Employees as an Award for that Plan Year taking into account such factors as it deems relevant, including, without limitation: (i) the Adjusted Operating Income for the Plan Year; and (ii) a subjective evaluation of various factors, including salaries paid to senior managers with comparable qualifications, experiences and responsibilities at other institutions, individual job performance, local market conditions and the Committee's perception of the overall financial performance of the Company (particularly operating results).

In no event shall any Award to a Covered Employee under the Plan in any Plan Year exceed such Covered Employee's Maximum Award. The Committee shall have no obligation to disburse the full amount of a Maximum Award for any Plan Year, and amounts of a Covered Employee's Maximum Award for a Plan Year that are not actually granted as an Award may not be re-allocated to other Covered Employees or utilized for Awards in other Plan Years.

6. PAYMENT OF AWARDS

The Award, if any, earned by and granted to a Covered Employee will paid following the close of the applicable Plan Year and the certification by the Committee described in Section 4 above and at approximately the same time discretionary annual bonuses are paid to other executive officers of the Company.

7. DEFERRAL OF AWARDS

A Covered Employee may elect in writing to defer receipt of all or a portion of an Award earned for a specified time as permitted under the terms of any Company sponsored plan that permits a Covered Employee to defer the Award provided herein.

8. TERMINATION OF EMPLOYMENT

In the event of termination of employment of a Covered Employee, voluntarily or by the actions of the Company, with or without cause, for any reason, at any time before payment of the Award, the Covered Employee will forfeit all rights to any Award, except to the extent the Covered Employee is entitled to payment of the Award pursuant to a change in control, death or disability.

9. ADJUSTMENTS UPON CERTAIN CORPORATE TRANSACTIONS

In the event of a reorganization, merger, consolidation or similar transaction in which the Company is not the surviving corporation, or upon the sale of substantially all the assets of the Company to another corporation, or upon the dissolution or liquidation of the Company, then the Company or a successor corporation, if any, may continue the Plan and, if not, the Plan will terminate on the effective date of such transaction. Provision will be made for determining the amount of cash payable for all Awards for a Plan Year which will end after such event based on the portion of the Plan Year occurring prior to such event, unless provisions are made for the continuance of the Plan and the assumption or substitution for such Awards of an equivalent value by the successor corporation or the Committee in its sole discretion determines otherwise.

Adjustments under this section will be made by the Committee whose determination as to what adjustments will be made will be final, binding and conclusive.

10. GENERAL PROVISIONS

(a) No Right to Participate. Nothing in the Plan will be deemed to give a Covered Employee, his or her legal representative or any other person or entity claiming under or through a Covered Employee, any contract or right to participate in the benefits of the Plan.

(b) No Employment Right. Participation in the Plan will not be construed as constituting a commitment, guarantee, agreement or understanding of any kind that the Company will continue to employ any individual.

(c) Nontransferability. Neither a Covered Employee nor any designated beneficiary of a Covered Employee shall have any right to assign, transfer, attach or hypothecate any benefits or payments under the Plan.

(d) Withholding. The Company has the right to deduct any amount required to be withheld under applicable federal, state or local tax laws with respect to the payment of any Award.

(e) Restricted Liability. Payments held by the Company before distribution will not be liable for the debts, contracts or obligations of any Covered Employee or beneficiary, or be taken in execution by attachment or garnishment, or by any other legal or equitable proceeding.

(f) Nonexclusive. This Plan does not constitute the exclusive means by which Covered Employees may receive incentive compensation.

(g) Change in Control Agreements. Compensation under the Plan shall be treated in the same manner as annual bonuses for all purposes of any change in control, employment or similar agreement between the Company and a Covered Employee.

11. AMENDMENT, SUSPENSION OR TERMINATION OF PLAN

Subject to Section 12 below, the Company may amend, suspend or terminate the Plan at any time. The Committee will determine the effect on Awards that may be affected by such event and make adjustments and/or payments as it, in its sole discretion, determines appropriate.

12. EFFECTIVE DATE AND STOCKHOLDER APPROVAL

Upon its approval by stockholders at the Company's 2012 annual meeting, this Plan will become effective retroactively as of January 1, 2012. Awards granted to Covered Employees shall be subject to, and contingent upon, the disclosure to the stockholders of the Company of the material terms of this Plan and stockholder approval of such terms. Such stockholder approval shall be required each time the Committee changes the definitions of Covered Employee, Adjusted Operating Income or Maximum Award under this Plan or changes other material terms under this Plan that would cause the Maximum Award to not continue to be considered a performance goal under Section 162(m) of the Code.

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Section 3: EX-10.2 (2005 STOCK OPTION PLAN)

ZION-2012.06.30-EX10.2

EXHIBIT 10.2

ZIONS BANCORPORATION

AMENDED AND RESTATED

2005 STOCK OPTION AND INCENTIVE PLAN

ARTICLE I

GENERAL


1.	Purpose

The purpose of the Amended and Restated Zions Bancorporation 2005 Stock Option and Incentive Plan (the “Plan”) is to promote the long-term success of Zions Bancorporation (the “Company”) by providing an incentive for officers, employees and directors of, and consultants and advisors to, the Company and its Related Entities to acquire a proprietary interest in the success of the Company, to remain in the service of the Company and/or Related Entities, and to render superior performance during such service.


2.	Definitions of Certain Terms

(a) “Award” means an award under the Plan as described in Section 1.5 and Article II.

(b) “Award Agreement” means a written agreement entered into between the Company and a Grantee in connection with an Award.

(d) “Cause” Termination of Employment by the Company for “Cause” means, with respect to a Grantee and an Award, (i) except as provided otherwise in the applicable Award Agreement or as provided in clause (ii) below, Termination of Employment of the Grantee by the Company (A) upon Grantee's failure to substantially perform Grantee's duties with the Company or a Related Entity (other than any such failure resulting from death or Disability), (B) upon Grantee's failure to substantially follow and comply with the specific and lawful directives of the Board or any officer of the Company or a Related Entity to whom Grantee directly or indirectly reports, (C) upon Grantee's commission of an act of fraud or dishonesty resulting in actual or potential economic, financial or reputational injury to the Company or a Related Entity, (D) upon Grantee's engagement in illegal conduct, gross misconduct or an act of moral turpitude, (E) upon Grantee's violation of any written policy, guideline, code, handbook or similar document governing the conduct of directors, officers or employees of the Company or its Related Entities, or (F) upon Grantee's engagement in any other similar conduct or act determined by the Committee in its discretion to constitute “cause”; or (ii) in the case of directors, officers or employees who at the time of the Termination of Employment are entitled to the benefits of a change in control, employment or similar agreement entered into by the Company or a Related Entity that defines or addresses termination for cause, termination for cause as defined and/or determined pursuant to such agreement. In the event that there is more than one such agreement, the Executive Compensation Committee shall determine which agreement shall govern.

(e) “Code” means the Internal Revenue Code of 1986, as amended.

(f) “Committee” means the Executive Compensation Committee (including any successor thereto) of the Board and shall consist of not less than two directors. However, if (i) a member

of the Executive Compensation Committee is not an “outside director” within the meaning of Section 162(m) of the Code, is not a “non-employee director” within the meaning of Rule 16b‑3 under the Exchange Act, or is not an “independent director” within the meaning of Nasdaq Market Rule 4350 (c), or (ii) the Executive Compensation Committee otherwise in its discretion determines, then the Executive Compensation Committee may from time to time delegate some or all of its functions under the Plan to a subcommittee composed of members of the Executive Compensation Committee that, if relevant, meet the necessary requirements. The term “Committee” includes the Executive Compensation Committee or any such subcommittee, to the extent of the Executive Compensation Committee's delegation.

(g) “Common Stock” means the common stock of the Company.

(h) “Disability” means, with respect to a Grantee and an Award, (i) except as provided in the applicable Award Agreement or as provided in clause (ii) below, “disability” as defined in the Company's long-term disability plan in which Grantee is participating; or (ii) in the case of directors, officers or employees who at the time of the Termination of Employment are entitled to the benefits of a change in control, employment or similar agreement entered into by the Company or a Related Entity that defines or addresses termination because of disability, “disability” as defined in such agreement. In the event that there is more than one such agreement, the Committee shall determine which agreement shall govern. Notwithstanding the foregoing, (A) in the case of an Incentive Stock Option, the term “Disability” for purposes of the preceding sentence shall have the meaning given to it by Section 422 (c)(6) of the Code and (B) to the extent an Award is subject to the provisions of Section 409A of the Code and in order for compensation provided under any Award to avoid the imposition of taxes under Section 409A of the Code, then a Grantee shall be determined to have suffered a Disability only if such Grantee is “disabled” within the meaning of Section 409A of the Code.

(i) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(j) The “Fair Market Value” of a share of Common Stock on any date shall be (i) the closing sale price per share of Common Stock during normal trading hours on the national securities exchange, association or other market on which the Common Stock is principally traded for such date or the last preceding date on which there was a sale of such Common Stock on such exchange, association or market, or (ii) if the shares of Common Stock are then traded in an over-the-counter market, the average of the closing bid and asked prices for the shares of Common Stock during normal trading hours in such over-the-counter market for such date or the last preceding date on which there was a sale of such Common Stock in such market, or (iii) if the shares of Common Stock are not then listed on a national securities exchange, association or other market or traded in an over-the-counter market, such value as the Committee, in its discretion shall determine.

(k) “Grantee” means a person who receives an Award.

(l) “Incentive Stock Option” means, subject to Section 2.3 (f), a stock option that is intended to qualify for special federal income tax treatment pursuant to Sections 421 and 422 of the Code (or a successor provision thereof) and which is so designated in the applicable Award Agreement. Under no circumstances shall any stock option that is not specifically designated as an Incentive Stock Option be considered an Incentive Stock Option.

(m) “Key Persons” means then acting or prospective directors, officers and employees of the Company or of a Related Entity, and then acting or prospective consultants and advisors to the Company or a Related Entity.

(n) “Non-Employee Director” has the meaning given to it in Section 2.13(a).

(o) “Performance Goals” means the goal(s) (or combined goal(s)) determined by the Committee in its discretion to be applicable to a Grantee with respect to an Award. As determined by the Committee, the Performance Goals applicable to an Award may provide for a targeted or measured level or levels of achievement or change using one or more of the following measures: (i) revenue, (ii) earnings per share, (iii) net income, (iv) return on assets, (v) return on equity, (vi) stock price, (vii) economic profit or shareholder value added, and (viii) total shareholder return. Such measures may be defined and calculated in such manner and detail as the Committee in its discretion may determine, including whether such measures shall be calculated before or after income taxes or other items, the degree or manner in which various items shall be included or excluded from such measures, whether total assets or certain categories of assets shall be used, whether such measures shall be applied to the Company on a consolidated basis or to certain Related Parties of the Company or to certain divisions, operating units or business lines of the Company or a Related Entity, the weighting that shall be given to various measures if combined goals are used, and the periods and dates during or on which such measures shall be calculated. The Performance Goals may differ from Grantee to Grantee and from Award to Award.

(p) “Person”, whether or not capitalized, means any natural person, any corporation,

partnership, limited liability company, trust or legal or contractual entity or joint undertaking and any governmental authority.

(q) “Related Entity” means any corporation, partnership, limited liability company or other entity that is an “affiliate” of the Company within the meaning of Rule 12b-2 under the Exchange Act.

(r) “Retirement” means, with respect to a Grantee and an Award, (i) except as otherwise provided in the applicable Award Agreement or as provided in clause (ii) below, the Grantee's Termination of Employment with the Company or a Related Entity for a reason other than for Cause and that at the time of the Termination of Employment the Grantee has reached the following age with the corresponding number of years of service with the Company and/or Related Entities:



Age	Years of Service
55	10
56	9
57	8
58	7
59	6
60 and older	5;

or (ii) with respect to a Non-Employee Director, the Grantee's Termination of Employment with the Company at the end of his or her term of office for any reason other than Cause.

(s) “Rule 16b-3” means Rule 16b-3 under the Exchange Act.

(t) Unless otherwise determined by the Committee and subject to the following sentence, a Grantee shall be deemed to have a “Termination of Employment” upon ceasing employment with the Company or any Related Entity (or, in the case of a Grantee who is not an employee, upon ceasing association with the Company or any Related Entity as a director, consultant, advisor or otherwise). Unless the Committee in its discretion determines otherwise, it shall not be considered a Termination of Employment of a Grantee if the Grantee ceases employment or association with the

Company or a Related Entity but continues or immediately commences employment or association with a majority-owned Related Entity or the Company. The Committee in its discretion may determine (i) that a given termination of employment with the Company or any particular Related Entity does not constitute a Termination of Employment (including circumstances in which employment continues with another Related Entity or the Company), (ii) whether any leave of absence constitutes a Termination of Employment for purposes of the Plan, (iii) the impact, if any, of any such leave of absence on Awards theretofore made under the Plan, and (iv) when a change in a Grantee's association with the Company or any Related Entity constitutes a Termination of Employment for purposes of the Plan. The Committee may also determine in its discretion whether a Grantee's Termination of Employment is for Cause and the date of termination in such case. The Committee may make any such determination at anytime, whether before or after the Grantee's Termination of Employment.


3.	Administration

(a) The Committee. The Plan shall be administered by the Committee, which shall consist of not less than two directors.

(b) Authority. The Committee shall have the authority (i) to exercise all of the powers granted to it under the Plan, (ii) to construe, interpret and implement the Plan and any Award Agreements, (iii) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules governing its own operations, (iv) to make all determinations necessary or advisable in administering the Plan (including defining and calculating Performance Goals and certifying that such Performance Goals have been met), (v) to correct any defect, supply any omission and reconcile any inconsistency in the Plan, (vi) to amend the Plan to reflect changes in applicable law or regulations, (vii) to determine whether, to what extent and under what circumstances Awards may be settled or exercised in cash, shares of Common Stock, other securities, other Awards or other property, or canceled, forfeited or suspended and the method or methods by which Awards may be settled, canceled, forfeited or suspended (including, but not limited to, canceling an Award in exchange for a cash payment (or securities with an equivalent value) equal to the difference between the Fair Market Value of a share of Common Stock on the date of grant and the Fair Market Value of a share of Common Stock on the date of cancellation, and, if no such difference exists, canceling an Award without a payment in cash or securities), and (viii) to determine whether, to what extent and under what circumstances cash, shares of Common Stock, other securities, other Awards or other property and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the holder thereof or of the Committee.

members. Any action may be taken by a written instrument signed by a majority of the Committee members, and action so taken shall be fully as effective as if it had been taken by a vote at a meeting.

(d) Binding determinations. The determination of the Committee on all matters relating to the Plan or any Award Agreement shall be final, binding and conclusive.

(e) Exculpation. No member of the Board or the Committee or any officer, employee or agent of the Company or any of its Related Entities (each such person a “Covered Person”) shall have any liability to any person (including, without limitation, any Grantee) for any action taken or omitted to be taken or any determination made in good faith with respect to the Plan or any Award. Each Covered Person shall be indemnified and held harmless by the Company against and from any loss, cost, liability or expense (including attorneys' fees) that may be imposed upon or incurred by such Covered Person in connection with or resulting from any action, suit or proceeding to which such Covered Person may be a party or in which such Covered Person may be involved by reason of any action taken or omitted to be

taken under the Plan and against and from any and all amounts paid by such Covered Person, with the Company's approval, in settlement thereof, or paid by such Covered Person in satisfaction of any judgment in any such action, suit or proceeding against such Covered Person; provided that the Company shall have the right, at its own expense, to assume and defend any such action, suit or proceeding and, once the Company gives notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel of the Company's choice. The foregoing right of indemnification shall not be available to a Covered Person to the extent that a court of competent jurisdiction in a final judgment or other final adjudication, in either case, not subject to further appeal, determines that the acts or omissions of such Covered Person giving rise to the indemnification claim resulted from such Covered Person's bad faith, fraud or willful criminal act or omission. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which Covered Persons may be entitled under the Company's Articles of Incorporation or Bylaws, in each case as amended from time to time, as a matter of law, or otherwise, or any other power that the Company may have to indemnify such persons or hold them harmless.

(f) Experts. In making any determination or in taking or not taking any action under this Plan, the Committee or the Board may obtain and may rely upon the advice of experts, including professional and financial advisors and consultants to the Committee or the Company. No director, officer, employee or agent of the Company shall be liable for any such action or determination taken or made or omitted in good faith reliance on such advice.

(g) Board. Notwithstanding anything to the contrary contained herein (i) until the Board shall appoint the members of the Committee, the Plan shall be administered by the Board, and (ii) the Board may, in its sole discretion, at any time and from time to time, grant Awards or resolve to administer the Plan. In either of the foregoing events, the Board shall have all of the authority and responsibility granted to the Committee herein.


4.	Persons Eligible for Awards

Awards under the Plan may be made to such Key Persons as the Committee shall select in its discretion.


5.	Types of Awards under the Plan

Awards may be made under the Plan in the form of stock options, including Incentive Stock Options and non-qualified stock options, stock appreciation rights, restricted stock, unrestricted stock, restricted stock units, performance shares, performance units, dividend equivalent units, deferred stock units and other stock-based Awards, as set forth in Article II.


6.	Shares Available for or Subject to Awards

(a) Total shares available. The total number of shares of Common Stock that may be transferred pursuant to Awards granted under the Plan shall not exceed 19,500,000 shares. All of such shares shall be authorized for issuance pursuant to incentive stock options under Section 2.3 or for other Awards under Article II. Such shares may be authorized but unissued Common Stock or authorized and issued Common Stock held in the Company's treasury or acquired by the Company for the purposes of the Plan. The Committee may direct that any stock certificate evidencing shares issued pursuant to the Plan shall bear a legend setting forth such restrictions on transferability as may apply to such shares pursuant to the Plan. If any Award is forfeited or otherwise terminates or is canceled without the delivery of shares of Common Stock, then the shares covered by such forfeited, terminated or canceled Award shall again

become available for transfer pursuant to Awards granted or to be granted under this Plan. However, if any Award or shares of Common Stock issued or issuable under Awards are tendered or withheld as payment for the exercise price of an Award, the shares of Common Stock may not be reused or reissued or otherwise be treated as being available for Awards or issuance pursuant to the Plan. With respect to a stock appreciation rights, both shares of Common Stock issued pursuant to the Award and shares of Common Stock representing the exercise price of the Award shall be treated as being unavailable for other Awards or other issuances pursuant to the Plan unless the stock appreciation right is forfeited, terminated or cancelled without the delivery of shares of Common Stock. Any shares of Common Stock delivered by the Company, any shares of Common Stock with respect to which Awards are made by the Company and any shares of Common Stock with respect to which the Company becomes obligated to make Awards, through the assumption of, or in substitution for, outstanding awards previously granted by an acquired entity, shall not be counted against the shares available for Awards under this Plan.

(b) Treatment of Certain Awards. Any shares of Common Stock subject to Awards shall be counted against the numerical limits of this Section 1.6 as one share for every share subject thereto, except that any shares of Common Stock subject to Awards with a per share or unit purchase price lower than 100% of Fair Market Value of a share of Common Stock on the date of grant shall be counted against the numerical limits of this Section 1.6 as 1.5 shares for every one share subject thereto.

(c) Adjustments. The number of shares of Common Stock covered by each outstanding Award, the number or amount of shares or units available for Awards under Section 1.6 (a) or otherwise, the number or amount of shares or units that may be subject to Awards to any one Grantee under Section 1.7 (b) or otherwise, the price per share of Common Stock or units covered by each such outstanding Award and any other calculation relating to shares of Common Stock available for Awards or under outstanding Awards (including Awards under Section 2.13) shall be proportionately adjusted by the Committee in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, for (i) any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, recapitalization, combination or reclassification of the Common Stock or similar transaction, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company or to reflect any distributions to holders of Common Stock (including rights offerings) other than regular cash dividends or (ii) any other unusual or nonrecurring event affecting the Company or its financial statements or any change in applicable law, regulation or accounting principles; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Award. After any adjustment made pursuant to this paragraph, the number of shares subject to each outstanding Award shall be rounded to the nearest whole number. The Committee's determinations as to the manner of effecting this Section 1.6(c) shall be conclusive and binding.

(d) Grants exceeding allotted shares. If the shares of Common Stock covered by an Award exceeds, as of the date of grant, the number of shares of Common Stock which may be issued under the Plan without additional shareholder approval, such Award shall be void with respect to such excess shares of Common Stock unless shareholder approval of an amendment sufficiently increasing the number of shares of Common Stock subject to the Plan is timely obtained in accordance with the Plan.


7.	Regulatory Considerations

(a) General. To the extent that the Committee determines it desirable for any Award to

be given any particular tax, accounting, legal or regulatory treatment, the Award may be made by a Committee consisting of qualifying directors, subject to any necessary restrictions, conditions or other terms or otherwise in such manner as is necessary to obtain the desired treatment.

(b) Code Section 162(m) provisions. Unless and until the Committee determines that an Award to a Grantee shall not be designed to qualify as “performance-based compensation” under Section 162(m) of the Code, the following rules shall apply to Awards granted to Grantees:

(i)No Grantee shall be granted, in any fiscal year, stock options or stock appreciation rights to purchase (or obtain the benefits of the equivalent of) more than 500,000 shares of Common Stock;

(ii)No Grantee shall be granted, in any fiscal year, more than 166,666 shares of restricted stock, unrestricted stock, restricted stock units or performance shares;

(iii)No Grantee shall receive performance units, in any fiscal year, having a value greater than $5 million, provided that if any units are awarded with respect to multiple years of service, such limit shall be multiplied by such number of years (not to exceed five years).

(iv)No Grantee shall be granted, in any fiscal year, dividend equivalent rights with respect to more shares than the aggregate number of shares and units granted to such Grantee in such year; and

(v)For purposes of qualifying grants of Awards as “performance-based compensation” under Section 162(m) of the Code, the Committee in its discretion may set restrictions based upon the achievement of Performance Goals. The Performance Goals shall be set by the Committee on or before the latest date permissible to enable the Awards to qualify as “performance-based compensation” under Section 162(m) of the Code. In granting share Awards which are intended to qualify under Section 162(m) of the Code, the Committee shall follow any procedures determined by it from time to time to be necessary or appropriate to ensure qualification of the Award under Section 162(m) of the Code (e.g., in determining the Performance Goals).


8.	No Repricing

Without consent of the Company's shareholders, the exercise price (or equivalent) for an Award may not be reduced. This shall include, without limitation, a repricing of the Award as well as an Award exchange program whereby the Grantee agrees to cancel an existing Award in exchange for a new Award, cash or any other form of consideration.

ARTICLE II

AWARDS UNDER THE PLAN


9.	Awards and Award Agreements

Each Award granted under the Plan shall be evidenced by an Award Agreement which shall contain such provisions as the Committee in its discretion deems necessary or desirable. Such provisions

may include restrictions on the Grantee's right to transfer the shares of Common Stock issuable pursuant to the Award, a requirement that the Grantee become a party to an agreement restricting transfer or allowing repurchase of any shares of Common Stock acquired pursuant to the Award, a requirement that the Grantee acknowledge that such shares are acquired for investment purposes only, and a right of first refusal exercisable by the Company in the event that the Grantee wishes to transfer any such shares. The Committee may grant Awards in tandem or in connection with or independently of or in substitution for any other Award or Awards granted under this Plan or any award granted under any other plan of the Company. Payments or transfers to be made by the Company upon the grant, exercise or payment of an Award may be made in such form as the Committee shall determine, including cash, shares of Common Stock or other securities (or proceeds from the sale thereof), other Awards (by surrender or cancellation thereof or otherwise) or other property and may be made in a single payment or transfer, in installments or on a deferred basis. The Committee may determine that a Grantee shall have no rights with respect to an Award unless such Grantee accepts the Award within such period as the Committee shall specify by executing an Award Agreement in such form as the Committee shall determine and, if the Committee shall so require, makes payment to the Company in such amount as the Committee may determine. The Committee shall determine if loans (whether or not secured by shares of Common Stock) may be extended, guaranteed or arranged by the Company with respect to any Awards; provided, however, that loans to executive officers of the Company may not be extended, guaranteed or arranged by the Company in violation of Section 402 of the Sarbanes-Oxley Act of 2002, Regulation O of the Board of Governors of the Federal Reserve System or any other applicable law or regulation. Subject to the terms of the Plan, the Committee at any time, whether before or after the grant, expiration, exercise, vesting or maturity of an Award or the Termination of Employment of a Grantee, may determine in its discretion to waive or amend any term or condition of an Award, including transfer restrictions, vesting, maturity and expiration dates, and conditions for vesting, maturity or exercise.


10.	No Rights as a Shareholder

No Grantee of an Award (or other person having rights pursuant to such Award) shall have any of the rights of a shareholder of the Company with respect to shares subject to such Award until the transfer of such shares to such person. Except as otherwise provided in Section 1.6(c), no adjustment shall be made for dividends, distributions or other rights (whether ordinary or extraordinary, and whether in cash, securities or other property) for which the record date is prior to the date such shares are issued.


11.	Grant of Stock Options, Stock Appreciation Rights and Additional Options

(a) Grant of stock options. The Committee may grant stock options, including Incentive Stock Options and nonqualified stock options, to purchase shares of Common Stock from the Company, to such Key Persons, in such amounts and subject to such terms and conditions (including the attainment of Performance Goals), as the Committee shall determine in its discretion, subject to the provisions of the Plan.

(b) Grant of stock appreciation rights. The Committee may grant stock appreciation rights to such Key Persons, in such amounts and subject to such terms and conditions (including the attainment of Performance Goals), as the Committee shall determine in its discretion, subject to the provisions of the Plan. Stock appreciation rights may be granted in connection with all or any part of, or independently of, any stock option granted under the Plan. A stock appreciation right may be granted at or after the time of grant of such option.

right, subject to the terms of the Plan and the applicable Award Agreement, to receive from the Company an amount equal to (i) the excess of the Fair Market Value of a share of Common Stock on the date of exercise of the stock appreciation right over (ii) the exercise price of such right as set forth in the Award Agreement (if the stock appreciation right is granted in connection with a stock option, then the exercise price of the option), multiplied by (iii) the number of shares with respect to which the stock appreciation right is exercised. Payment to the Grantee upon exercise of a stock appreciation right shall be made in cash or in shares of Common Stock (valued at their Fair Market Value on the date of exercise of the stock appreciation right) or both, as the Committee shall determine in its discretion. Upon the exercise of a stock appreciation right granted in connection with a stock option, the number of shares subject to the option shall be correspondingly reduced by the number of shares with respect to which the stock appreciation right is exercised. Upon the exercise of a stock option in connection with which a stock appreciation right has been granted, the number of shares subject to the stock appreciation right shall be reduced correspondingly by the number of shares with respect to which the option is exercised.


(a)	Exercise price. Each Award Agreement with respect to a stock option or stock

appreciation right shall set forth the exercise price, which shall be determined by the Committee in its discretion; provided, however, that the exercise price shall be at least 100% of the Fair Market Value of a share of Common Stock on the date the Award is granted (except as permitted in connection with the assumption or issuance of options or stock appreciation rights in a transaction to which Section 424 (a) of the Code applies).


(b)	Exercise periods. Each Award Agreement with respect to a stock option or stock

appreciation right shall set forth the periods during which the Award evidenced thereby shall be exercisable, and, if applicable, the conditions which must be satisfied (including the attainment of Performance Goals) in order for the Award evidenced thereby to be exercisable, whether in whole or in part. Such periods and conditions shall be determined by the Committee in its discretion; provided, however, that no stock option or stock appreciation right shall be exercisable more than ten (10) years after the date the Award is issued.

(c)Incentive stock options. Notwithstanding Section 2.3(d) and (e), with respect to any Incentive Stock Option or stock appreciation right granted in connection with an Incentive Stock Option (i) the exercise price shall be at least 100% of the Fair Market Value of a share of Common Stock on the date the option is granted (except as permitted in connection with the assumption or issuance of options in a transaction to which Section 424(a) of the Code applies) and (ii) the exercise period shall not be for longer than ten (10) years after the date of the grant. To the extent that the aggregate Fair Market Value (determined as of the time the option is granted) of the shares of Common Stock with respect to which Incentive Stock Options and stock appreciation rights granted in connection with Incentive Stock Options granted under this Plan and all other plans of the Company are first exercisable by any Grantee during any calendar year shall exceed the maximum limit (currently, $100,000), if any, imposed from time to time under Section 422 of the Code, such options and rights shall be treated as nonqualified stock options. For purposes of this Section 2.3(f), Incentive Stock Options shall be taken into account in the order in which they were granted.

(g) Ten percent owners. Notwithstanding the provisions of Sections 2.3(d), (e) and (f), to the extent required under Section 422 of the Code, an Incentive Stock Option may not be granted under the Plan to an individual who, at the time the option is granted, owns stock possessing more than 10% of the total combined voting power of all classes of stock of his or her employer corporation or of its parent or subsidiary corporations (as such ownership may be determined for purposes of Section 422(b)(6) of the Code) unless (i) at the time such Incentive Stock Option is granted the exercise price is at least 110% of

the Fair Market Value of the shares subject thereto, and (ii) the Incentive Stock Option by its terms is not exercisable after the expiration of five (5) years from the date granted.


12.	Exercise of Stock Options and Stock Appreciation Rights

Each stock option or stock appreciation right granted under the Plan shall be exercisable as follows:

(a) Exercise period. A stock option or stock appreciation right shall become and cease to be exercisable at such time or times as determined by the Committee.

(b) Manner of exercise. Unless the applicable Award Agreement otherwise provides, a stock option or stock appreciation right may be exercised from time to time as to all or part of the shares as to which such Award is then exercisable (but, in any event, only for whole shares). A stock appreciation right granted in connection with an option may be exercised at any time when, and to the same extent that, the related option may be exercised. A stock option or stock appreciation right shall be exercised by written notice to the Company, on such form and in such manner as the Committee shall prescribe.

(a)Payment of exercise price. Any written notice of exercise of a stock option shall be accompanied by payment of the exercise price for the shares being purchased. Such payment shall be made (i) in cash (by certified check or as otherwise permitted by the Committee), or (ii) to the extent specified in the Award Agreement or otherwise permitted by the Committee in its discretion (A) by delivery of shares of Common Stock (which, if acquired pursuant to the exercise of a stock option or under an Award made under this Plan or any other compensatory plan of the Company, were acquired at least six (6) months prior to the option exercise date) having a Fair Market Value (determined as of the exercise date) equal to all or part of the exercise price and cash for any remaining portion of the exercise price, (B) to the extent permitted by law, by such other method as the Committee may from time to time prescribe, including a cashless exercise procedure through a broker-dealer.

(d) Delivery of shares. Promptly after receiving payment of the full exercise price, or after receiving notice of the exercise of a stock appreciation right for which payment by the Company will be made partly or entirely in shares of Common Stock, the Company shall, subject to the provisions of Section 3.3 (relating to certain restrictions), transfer to the Grantee or to such other person as may then have the right to exercise the Award, the shares of Common Stock for which the Award has been exercised and to which the Grantee is entitled. If the method of payment employed upon option exercise so requires, and if applicable law permits, a Grantee may direct the Company to deliver the shares to the Grantee's broker-dealer.


13.	Cancellation and Termination of Stock Options and Stock Appreciation Rights

The Committee may, at any time prior to the occurrence of a change of control and in its discretion, determine that any outstanding stock options and stock appreciation rights granted under the Plan, whether or not exercisable, will be canceled and terminated and that in connection with such cancellation and termination the holder of such options (and stock appreciation rights not granted in connection with an option) may receive for each share of Common Stock subject to such Award a cash payment (or the delivery of shares of stock, other securities or a combination of cash, stock and securities equivalent to such cash payment) equal to the difference, if any, between the amount determined by the Committee to be the Fair Market Value of the shares of Common Stock and the applicable exercise price

per share multiplied by the number of shares of Common Stock subject to such Award; provided that, if such product is zero or less or to the extent that the Award is not then exercisable, the stock options and stock appreciation rights will be canceled and terminated without payment therefore.


14.	Termination of Employment

(a) Termination of Employment by Grantee for any Reason or By the Company for Cause. Except to the extent otherwise provided in paragraphs (b), (c), (d) and (e) below or in the applicable Award Agreement, all stock options and stock appreciation rights whether or not vested and to the extent not theretofore exercised shall terminate immediately upon (i) the Grantee's Termination of Employment at Grantee's election for any reason or (ii) Grantee's Termination of Employment by the Company for Cause.

(b) At election of Company or a Related Entity. Except to the extent otherwise provided in the applicable Award Agreement, upon the Termination of Employment of a Grantee at the election of the Company or a Related Entity (other than in circumstances governed by paragraph (a) above or paragraphs (c), (d) or (e) below) the Grantee may exercise any outstanding stock option or stock appreciation right on the following terms and conditions: (i) exercise may be made only to the extent that the Grantee was entitled to exercise the Award on the date of the Termination of Employment; and (ii) exercise must occur within three (3) months after the Termination of Employment but in no event after the expiration date of the Award as set forth in the Award Agreement.

(c) Retirement. Except to the extent otherwise provided in the applicable Award Agreement, upon the Termination of Employment of a Grantee by reason of the Grantee's Retirement, the Grantee may exercise any outstanding stock option or stock appreciation right on the following terms and conditions: (i) exercise may be made only to the extent that the Grantee was entitled to exercise the Award on the date of Retirement; (ii) exercise must occur within three (3) years after Retirement but in no event after the expiration date of the Award as set forth in the Award Agreement; and (iii) notwithstanding clause (ii) above, the option or right shall terminate on the date Grantee begins or agrees to begin employment with another company that is in the financial services industry unless such employment is specifically approved by the Committee.

(d) Disability. Except to the extent otherwise provided in the applicable Award Agreement, upon the termination of Employment of a Grantee by reason of Disability the Grantee may exercise any outstanding stock option or stock appreciation right on the following terms and conditions: (i) exercise may be made only to the extent that the Grantee was entitled to exercise the Award on the date of Termination of Employment; and (ii) exercise must occur six (6) months after the Termination of Employment but in no event after the expiration date of the Award as set forth in the Award Agreement.

(e) Death. Except to the extent otherwise provided in the applicable Award Agreement, if a Grantee dies during the period in which the Grantee's stock options or stock appreciation rights are exercisable, whether pursuant to their terms or pursuant to paragraph (b), (c) or (d) above, any outstanding stock option or stock appreciation right shall be exercisable on the following terms and conditions: (i) exercise may be made only to the extent that the Grantee was entitled to exercise the Award on the date of death; and (ii) exercise must occur six (6) months after the date of the Grantee's death. Any such exercise of an Award following a Grantee's death shall be made only by the Grantee's executor or administrator, unless the Grantee's will specifically disposes of such Award, in which case such exercise shall be made only by the recipient of such specific disposition. If a Grantee's executor (or administrator) or the recipient of a specific disposition under the Grantee's will shall be entitled to exercise any Award pursuant to the preceding sentence, such executor (or administrator) or recipient shall be bound by all the

terms and conditions of the Plan and the applicable Award Agreement which would have applied to the Grantee.


15.	Grant of Restricted Stock and Unrestricted Stock

(a) Grant of restricted stock. The Committee may grant restricted shares of Common Stock to such Key Persons, in such amounts and subject to such terms and conditions (including the attainment of Performance Goals), as the Committee shall determine in its discretion, subject to the provisions of the Plan.

(b) Grant of unrestricted stock. The Committee may grant unrestricted shares of Common Stock to such Key Persons, in such amounts and subject to such terms and conditions as the Committee shall determine in its discretion, subject to the provisions of the Plan.

Common Stock covered by an Award of restricted stock or unrestricted stock. Upon the issuance of such shares, the Grantee shall have the rights of a shareholder with respect to the restricted stock or unrestricted stock, subject to the transfer restrictions and the Company's repurchase rights described in paragraphs (d) and (e) below and to such other restrictions and conditions as the Committee in its discretion may include in the applicable Award Agreement.

(d) Company to hold certificates. Unless the Committee shall otherwise determine, any certificate issued evidencing shares of restricted stock shall remain in the possession of the Company until such shares are free of any restrictions specified in the Plan or the applicable Award Agreement.

(e) Nontransferable. Shares of restricted stock may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically provided in this Plan or the applicable Award Agreement. The Committee at the time of grant shall specify the date or dates (which may depend upon or be related to the attainment of Performance Goals) and other conditions on which the non-transferability of the restricted stock shall lapse. Unless the applicable Award Agreement provides otherwise, additional shares of Common Stock or other property distributed to the Grantee in respect of shares of restricted stock, as dividends or otherwise, shall be subject to the same restrictions applicable to such restricted stock. The Committee at any time may waive or amend the transfer restrictions or other condition of an Award of restricted stock.

(f) Termination of employment. Except to the extent otherwise provided in the applicable Award Agreement or unless otherwise determined by the Committee, in the event of the Grantee's Termination of Employment for any reason, shares of restricted stock that remain subject to transfer restrictions as of the date of such termination shall be forfeited and canceled.


16.	Grant of Restricted Stock Units

(a) Grant of restricted stock units. The Committee may grant Awards of restricted stock units to such Key Persons, in such amounts and subject to such terms and conditions (including the attainment of Performance Goals), as the Committee shall determine in its discretion, subject to the provisions of the Plan.

(b) Vesting. The Committee, at the time of grant, shall specify the date or dates on which the restricted stock units shall become vested and other conditions to vesting (including the attainment of Performance Goals).

(c) Maturity dates. At the time of grant, the Committee shall specify the maturity date or dates applicable to each grant of restricted stock units, which may be determined at the election of the Grantee if the Committee so determines. Such date may be on or later than, but may not be earlier than, the vesting date or dates of the Award. On the relevant maturity date(s), the Company shall transfer to the Grantee one unrestricted, fully transferable share of Common Stock for each vested restricted stock unit scheduled to be paid out on such date and as to which all other conditions to the transfer have been fully satisfied. The Committee shall specify the purchase price, if any, to be paid by the Grantee to the Company for such shares of Common Stock.

(d) Termination of Employment. Except to the extent otherwise provided in the applicable Award Agreement or unless otherwise determined by the Committee, in the event of the Grantee's Termination of Employment for any reason, restricted stock units that have not vested or matured shall be forfeited and canceled.


17.	Grant of Performance Shares and Performance Units

(a) Grant of performance shares and units. The Committee may grant performance shares in the form of actual shares of Common Stock or share units over an identical number of shares of Common Stock, to such Key Persons, in such amounts (which may depend on the extent to which Performance Goals are attained), subject to the attainment of such Performance Goals and satisfaction of such other terms and conditions (which may include the occurrence of specified dates), as the Committee shall determine in its discretion, subject to the provisions of the Plan. The Performance Goals and the length of the performance period applicable to any Award of performance shares or performance units shall be determined by the Committee. The Committee shall determine in its discretion whether performance shares granted in the form of share units shall be paid in cash, Common Stock, or a combination of cash and Common Stock.

(b) Company to hold certificates. Unless the Committee shall otherwise determine, any certificate issued evidencing performance shares shall remain in the possession of the Company until such performance shares are earned and are free of any restrictions specified in the Plan or the applicable Award Agreement.

(c) Nontransferable. Performance shares may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically provided in this Plan or the applicable Award Agreement. The Committee at the time of grant shall specify the date or dates (which may depend upon or be related to the attainment of Performance Goals) and other conditions on which the non-transferability of the performance shares shall lapse. Unless the applicable Award Agreement provides otherwise, additional shares of Common Stock or other property distributed to the Grantee in respect of performance shares, as dividends or otherwise, shall be subject to the same restrictions applicable to such performance shares. The Committee at any time may waive or amend the transfer restrictions or other condition of an Award of performance shares.

(d) Termination of Employment. Except to the extent otherwise provided in the applicable Award Agreement or unless otherwise determined by the Committee, in the event of the Grantee's Termination of Employment for any reason, performance shares and performance share units that remain subject to transfer restrictions as of the date of such termination shall be forfeited and canceled.


18.	Grant of Dividend Equivalent Rights

The Committee may in its discretion include in the Award Agreement with respect to any Award, other than a stock option or stock appreciation right, a dividend equivalent right entitling the Grantee to receive amounts equal to the ordinary dividends that would be paid, during the time such Award is outstanding and unexercised, on the shares of Common Stock covered by such Award if such shares were then outstanding. In the event such a provision is included in an Award Agreement, the Committee shall determine whether such payments shall be made in cash, in shares of Common Stock or in another form, whether they shall be conditioned upon the exercise or vesting of, or the attainment or satisfaction of terms and conditions applicable to, the Award to which they relate, the time or times at which they shall be made, and such other terms and conditions as the Committee shall deem appropriate.


19.	Deferred Stock Units.

(a) Description. Deferred stock units shall consist of a restricted stock, restricted stock unit, performance share or performance unit Award that the Committee in its discretion permits to be paid out in installments or on a deferred basis, in accordance with rules and procedures established by the Committee. Deferred stock units shall remain subject to the claims of the Company's general creditors until distributed to the Grantee.

(b) 162(m) limits. Deferred stock units shall be subject to the annual Section 162(m) limits applicable to the underlying restricted stock, restricted stock unit, performance share or performance unit Award as forth in Section 1.7(b).


20.	Other Stock-Based Awards

The Committee may grant other types of stock-based Awards to such Key Persons, in such amounts and subject to such terms and conditions, as the Committee shall in its discretion determine, subject to the provisions of the Plan. Such Awards may entail the transfer of actual shares of Common Stock, or payment in cash or otherwise of amounts based on the value of shares of Common Stock.


21.	Director Stock Options

(a) Eligibility. Until and unless the Committee in its discretion determines otherwise (i) all voting directors of the Company who are not employees of the Company (“Non-Employee Directors”) shall automatically receive stock options pursuant to this Section 2.13.

(b) Grant of director stock options. Until and unless the Committee in its discretion determines otherwise, pursuant to this section 2.13 (i) on the first business day after the date the Plan is approved by the Company's shareholders, each Non-Employee Director shall automatically be granted stock options to purchase four thousand (4,000) shares of Common Stock, (ii) on the first business day following the annual meeting of the shareholders of the Company in 2006 and 2007, each Non-Employee Director shall automatically be granted stock options to purchase four thousand (4,000) shares of Common Stock, and (iii) on the first business day following the annual meeting of the shareholders of the Company in each year thereafter, each Non-Employee Director shall automatically be granted stock options to purchase a number of shares of Common Stock equal to $70,000 divided by the per option expense expected by the Company on such date to be recorded by it for the grant of such options in its financial reports filed with the Securities and Exchange Commission, rounded to the nearest 100 (the “Determined Amount”). If the number of shares then remaining available for the grant of stock options under the Plan is not sufficient for each Non-Employee Director to be granted a stock option for four thousand (4,000) shares of the Determined Amount of shares, as the case may be, then each Non-

Employee Director shall be granted a stock option for a whole number of shares equal to the number of shares then remaining available divided by the number of Non-Employee Directors, disregarding any fractional shares.

(c) Exercise Price. Notwithstanding Section 2.3(d), until and unless the Committee in its discretion determines otherwise, the per share exercise price for each stock option granted under this Section 2.13 shall be 100% of the Fair Market Value of a share of Common Stock on the date the stock option is granted.

(d) Exercise Period. Notwithstanding Section 2.3(e), until and unless the Committee in its discretion determines otherwise, each stock option granted under this Section 2.13 shall vest and become exercisable in four equal installments of one thousand (1,000) shares beginning on the date six months from the date of the grant and on each anniversary of the first vesting date. Notwithstanding Section 2.3(e), and subject to Sections 2.6 and 3.7 and other applicable provisions of the Plan, until and unless the Committee in its discretion determines otherwise, each stock option granted under this Section 2.13 shall be exercisable for ten (10) years from the date of grant and shall expire thereafter.

(e) Non-statutory options. Stock options granted under this Section 2.13 will constitute nonqualified stock options.

(f) Other stock option terms applicable. Except as set forth in this Section 2.13, all stock options granted under this Section 2.13 will be subject to and benefited by the terms and conditions (including Section 3.7) of the Plan applicable to other stock options granted under the Plan.

ARTICLE III

MISCELLANEOUS


22.	Amendment of the Plan; Modification of Awards

(a) Board authority to amend Plan. The Board in its discretion may at any time suspend, discontinue, revise or amend the Plan in any respect whatsoever, except that any such amendment (other than an amendment pursuant to paragraphs (d), (e) or (f) of this Section 3.1 or an amendment to effect an assumption or other action consistent with Section 3.7) that materially impairs the rights or materially increases the obligations of a Grantee under an outstanding Award shall be effective with respect to such Grantee and Award only with the consent of the Grantee (or, upon the Grantee's death, the Grantee's executor (or administrator) or the recipient of a specific disposition under the Grantee's will). For purposes of the Plan, any action of the Board that alters or affects the tax treatment of any Award shall not be considered to materially impair any rights of any Grantee.

(b) Shareholder approval. Shareholder approval of any amendment shall be obtained to the extent necessary to comply with Section 422 of the Code (relating to Incentive Stock Options) or any other applicable law, regulation or rule (including the rules of self-regulatory organizations).

(a)Committee authority to amend Awards. The Committee in its discretion may at any time, whether before or after the grant, expiration, exercise, vesting or maturity of or lapse of restriction on an Award or the Termination of Employment of a Grantee, amend any outstanding Award or Award Agreement, including an amendment which would accelerate or extend the time or times at which the Award becomes unrestricted or may be exercised, or waive or amend any goals, restrictions or conditions set forth in the Award Agreement. However, any such amendment (other than an amendment pursuant to paragraphs (d), (e) or (f) of this Section 3.1 or an

amendment to effect an action consistent with Section 3.7) that materially impairs the rights or materially increases the obligations of a Grantee under an outstanding Award shall be made only with the consent of the Grantee (or, upon the Grantee's death, the Grantee's executor (or administrator) or the recipient of a specific disposition under the Grantee's will). For purposes of the Plan, any action of the Committee that alters or affects the tax treatment of any Award shall not be considered to materially impair any rights of any Grantee.

(d) Regulatory changes generally. Notwithstanding anything to the contrary in this Section 3.1 or the Plan, the Board or the Committee shall have full discretion to amend the Plan or an outstanding Award or Award Agreement to the extent necessary to preserve any tax, accounting, legal or regulatory treatment with respect to any Award and any outstanding Award Agreement shall be deemed to be so amended to the same extent, without obtaining the consent of any Grantee (or, after the Grantee's death, the Grantee's executor (or administrator) or the recipient of a specific disposition under the Grantee's will), without regard to whether such amendment adversely affects a Grantee's rights under the Plan or such Award and Award Agreement.

(e) Section 409A changes. Notwithstanding anything to the contrary in this Section 3.1 or the Plan, the Board or the Committee shall have full discretion to amend the Plan or any outstanding Award or Award Agreement to the extent necessary to avoid the imposition of any tax under Section 409A of the Code. Any such amendments to the Plan, an Award or an Award Agreement may be adopted without obtaining the consent of any Grantee (or, after the Grantee's death, the Grantee's executor (or administrator) or the recipient of a specific disposition under the Grantee's will), regardless of whether such amendment adversely affects a Grantee's rights under the Plan or such Award or Award Agreement.

(f) Other tax changes. In the event that changes are made to Section 83(b), 162(m), 422 or other applicable provision of the Code the Board or the Committee may, subject to Sections 3.1 (a), (b) and (c), make any adjustments it determines in its discretion to be appropriate with respect to the Plan or any Award or Award Agreement.


23.	Tax Withholding

(a) Tax withholdings. As a condition to the receipt of any shares of Common Stock pursuant to any Award or the lifting of restrictions on any Award, or in connection with any other event that gives rise to a federal or other governmental tax withholding obligation on the part of the Company relating to an Award (including, without limitation, FICA tax), the Company shall be entitled to require that the Grantee remit to the Company an amount sufficient in the opinion of the Company to satisfy such withholding obligation.

(b) Withholding shares. If the event giving rise to the withholding obligation is a transfer of shares of Common Stock, then, unless otherwise provided in the applicable Award Agreement, the Grantee may satisfy only the minimum statutory withholding obligation imposed under paragraph (a) by electing to have the Company withhold shares of Common Stock having a Fair Market Value equal to the amount of tax to be withheld. For this purpose, Fair Market Value shall be determined as of the date on which the amount of tax to be withheld is determined (and any fractional share amount shall be settled in cash).


24.	Restrictions

(a) Required consents. If the Committee shall at any time determine that any consent (as hereinafter defined) is necessary or desirable as a condition of, or in connection with, the granting of

any Award, the issuance or purchase of shares of Common Stock or other rights thereunder, or the taking of any other action thereunder (a “Plan Action”), then no such Plan Action shall be taken, in whole or in part, unless and until such consent shall have been effected or obtained to the full satisfaction of the Committee.

(b) Definition. The term “consent” as used herein with respect to any action referred to in paragraph (a) means (i) any and all listings, registrations or qualifications in respect thereof upon any securities exchange or under any federal, state or local law, rule or regulation, (ii) any and all written agreements and representations by the Grantee with respect to the disposition of shares, or with respect to any other matter, which the Committee shall deem necessary or desirable to comply with the terms of any such listing, registration or qualification or to obtain an exemption from the requirement that any such listing, qualification or registration be made, (iii) any and all consents, clearances and approvals in respect of a Plan Action by any governmental or other regulatory bodies, and (iv) any and all consents or authorizations required to comply with, or required to be obtained under, applicable local law or otherwise required by the Committee. Nothing herein shall require the Company to list, register or qualify the shares of Common Stock on any securities exchange.


25.	Nonassignability

(a) Nonassignability. No Award or right granted to any person under the Plan shall be assignable or transferable other than by will or by the laws of descent and distribution, and all such Awards and rights shall be exercisable during the life of the Grantee only by the Grantee or the Grantee's legal representative and any such attempted assignment, transfer or exercise in contravention of this Section 3.4 shall be void. Notwithstanding the foregoing, the Committee may in its discretion permit the donative transfer of any Award under the Plan (other than an Incentive Stock Option) by the Grantee (including to a trust or similar instrument), subject to such terms and conditions as may be established by the Committee.

(b) Cashless exercises permitted. The restrictions on exercise and transfer in paragraph (a) above shall not be deemed to prohibit the authorization by the Committee of “cashless exercise” procedures with parties who provide financing for the purpose of (or who otherwise facilitate) the exercise of Awards consistent with applicable legal restrictions and Rule 16b-3.


26.	Requirement of Notification of Election Under Section 83(b) of the Code

If a Grantee, in connection with the acquisition of shares of Common Stock under the Plan, is permitted under the terms of the Award Agreement to make the election permitted under Section 83(b) of the Code (i.e., an election to include in gross income in the year of transfer the amounts specified in Section 83(b) of the Code notwithstanding the continuing transfer restrictions) and the Grantee makes such an election, the Grantee shall notify the Company of such election within ten (10) days of filing notice of the election with the Internal Revenue Service, in addition to any filing and notification required pursuant to regulations issued under Section 83(b) of the Code.


27.	Requirement of Notification Upon Disqualifying Disposition Under Section 421(b) of the Code

If any Grantee shall make any disposition of shares of Common Stock issued pursuant to the exercise of an Incentive Stock Option under the circumstances described in Section 421(b) of the Code (relating to certain disqualifying dispositions), such Grantee shall notify the Company of such disposition within ten (10) days thereof.


28.	Change in Control

(a) Definition. A “Change in Control” means the occurrence of any one of the following events:

(i)any Person (as defined in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the Beneficial Owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company's then outstanding securities (“Company Voting Securities”); provided, however, that the event described in this clause (i) shall not be deemed a Change in Control by virtue of any of the following acquisitions: (A) by the Company or any corporation controlled by the Company, (B) by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, (C) by any underwriter temporarily holding securities pursuant to an offering of such securities, (D) pursuant to a Non-Qualifying Transaction (as defined in clause (iii) below), (E) pursuant to any acquisition by Grantee or any group of persons including Grantee (or any entity controlled by Grantee or any group of persons including Grantee), (F) a transaction (other than one described in clause (iii) below) in which outstanding Company Voting Securities are acquired from the Company, if a majority of the Continuing Directors (as defined in clause (ii) below) approve a resolution providing expressly that the acquisition pursuant to this subclause (F) does not constitute a Change in Control under this clause (F), or (G) any acquisition by a person of 20% of the outstanding Company Voting Securities as a result of an acquisition of common stock of the Company by the Company which, by reducing the number of shares of common stock of the Company outstanding, increases the proportionate number of shares beneficially owned by such person to 20% or more of the outstanding Company Voting Securities, provided, however, that if a person shall become the beneficial owner of 20% or more of the outstanding Company Voting Securities by reason of a share acquisition by the Company as described above and shall, after such share acquisition by the Company, become the beneficial owner of any additional shares of common stock of the Company, then such acquisition shall constitute a Change in Control;

(ii)individuals who, on March 1, 2005, constitute the Board (“Continuing Directors”), cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to such date whose election or nomination for election was approved by a vote of at least a majority of the Continuing Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be a Continuing Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be a Continuing Director;

(iii)the consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company or any

of its subsidiaries that requires the approval of the Company's shareholders, whether for such transaction or the issuance of securities in the transaction (a “Business Combination”), unless immediately following such Business Combination: (A) more than 50% of the total voting power of (x) the corporation resulting from such Business Combination (the “Surviving Corporation”), or (y) if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of at least 95% of the voting securities eligible to elect directors of the Surviving Corporation (the “Parent Corporation”), is represented by Company Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such Company Voting Securities among the holders thereof immediately prior to the Business Combination, (B) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Corporation or the Parent Corporation), is or becomes the beneficial owner, directly or indirectly, of 20% or more of the total voting power of the outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) and (C) at least a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) following the consummation of the Business Combination are Continuing Directors (any Business Combination which satisfies all of the criteria specified in subclauses (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”); provided, however, that if Continuing Directors constitute a majority of the Board immediately following the occurrence of a Business Combination, then a majority of Continuing Directors in office prior to the Consummation of the Business Combination may approve a resolution providing expressly that such Business Combination does not constitute a Change in Control under this clause (iii) for any and all purposes of the Plan.

(iv)the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company; or

(v)the consummation of an agreement (or agreements) providing for the sale or disposition by the Company of all or substantially all of the Company's assets other than a sale or disposition which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent 50% or more of the combined voting power of the Company or such surviving entity outstanding immediately after such sale or disposition.

(b) Effect of Change in Control. Upon the occurrence of a Change in Control specified in paragraph (a)(i) or (a)(ii) above and immediately prior to the occurrence of a Change in Control specified in paragraph (a)(iii), (a)(iv) or (a)(v) above, Awards shall Fully Vest (as defined in paragraph (c) below). If, within two (2) years after the occurrence of a Change in Control a Termination of Employment occurs with respect to any Grantee for any reason other than Cause, Disability, death or Retirement, Grantee shall be entitled to exercise Awards at any time thereafter until the earlier of (i) the date forty-two (42) months after the date of Termination of Employment and (ii) the expiration date in the applicable

Award Agreement.

(c) Fully Vest. The following shall occur if Awards “Fully Vest”: (i) any stock options and stock appreciation rights granted under the Plan shall become fully vested and immediately exercisable, (ii) any restricted stock, restricted stock units, performance shares, performance units and other stock-based Awards granted under the Plan will become fully vested and matured, any restrictions applicable to such Awards shall lapse and such Awards denominated in stock will be immediately paid out, and (iii) any Performance Goals applicable to Awards will be deemed to be fully satisfied; provided that (A) any Performance Goals whose performance period has not yet lapsed shall be calculated based on the higher of (x) the target value of the Awards as established by the Committee and (y) the value of the Awards calculated under the terms of the Awards based on the average performance through the end of the fiscal quarter immediately prior to the effective date of the Change of Control (continued pro forma through the end of the performance period if necessary for purposes of determining whether the Performance Goal would have been met), and (B) if the Award has a performance period greater than one (1) year, the amount of the Award payable to the Grantee will be pro rated, based on a fraction, the numerator of which is the number of fiscal quarters completed from the beginning of the performance period until the effective date of the Change of Control and the denominator is the total number of fiscal quarters in the performance period.

(d) Section 409A. To the extent it is necessary for the term “change of control” to be defined as provided in Section 409A of the Code in order for compensation provided under any Award to avoid the imposition of taxes under Section 409A of the Code, then the term “change in control”, only insofar as it applies to any such Award, shall be defined as provided in Section 409A of the Code, rather than as provided in Section 3.7 (a), and the terms of Sections 3.7(b) through (c) shall be applied and interpreted with respect to such Section 409A definition in such manner as the Committee in its discretion determines to be equitable and reflect the intention of Sections 3.7(a) through (c).


29.	No Right to Employment

Nothing in the Plan or in any Award Agreement shall confer upon any Grantee the right to continue in the employ of or association with the Company or any Related Entity or affect any right which the Company or Related Entity may have to terminate such employment or association at any time (with or without cause).


30.	Nature of Payments

Unless the Committee determines at any time in its discretion, any and all grants of Awards and issuances of shares of Common Stock under the Plan shall constitute a special incentive payment to the Grantee and shall not be taken into account in computing the amount of salary or compensation of the Grantee for the purpose of determining any benefits under any pension, retirement, profit-sharing, bonus, life insurance or other benefit plan of the Company or under any agreement with the Grantee, unless such plan or agreement specifically provides otherwise.


31.	Non-Uniform Determinations

The Committee's determinations under the Plan need not be uniform and may be made by it selectively among persons who receive, or are eligible to receive, Awards (whether or not such persons are similarly situated). Without limiting the generality of the foregoing, the Committee shall be entitled, among other things, to make non-uniform and selective determinations, and to enter into non-uniform and selective Award Agreements, as to the persons to receive Awards under the Plan, and the terms and provisions of Awards under the Plan.


32.	Other Payments or Awards

Nothing contained in the Plan shall be deemed in any way to limit or restrict the Company from making any award or payment to any person under any other plan, arrangement or understanding, whether now existing or hereafter in effect.


33.	Interpretation

The section headings contained herein are for the purpose of convenience only and are not intended to define or limit the contents of the sections. As used in the Plan, “include,” “includes,” and “including” are deemed to be followed by “without limitation” whether or not they are followed by such words or words of like import; except as the context requires, the singular includes the plural and visa versa; and references to any agreement or other document are references to such agreement or document as amended or supplemented from time to time. Any determination, interpretation or similar act to be made by the Committee shall be made in the discretion of the Committee, whether or not the applicable provisions of the Plan specifically refer to the Committee's discretion.


34.	Effective Date and Term of Plan

Unless sooner terminated by the Board, the Plan, including the provisions respecting the grant of Incentive Stock Options, shall terminate on the tenth anniversary of the adoption of the Plan by the Board; provided that the Plan shall continue to govern outstanding Awards until such Awards have been satisfied or terminated. All Awards made under the Plan prior to its termination shall remain in effect until such Awards have been satisfied or terminated in accordance with the terms and provisions of the Plan and the applicable Award Agreements.


35.	Governing Law

All rights and obligations under the Plan shall be construed and interpreted in accordance with the laws of the State of Utah, without giving effect to principles of conflict of laws.


36.	Severability; Entire Agreement

If any of the provisions of this Plan or any Award Agreement is finally held to be invalid, illegal or unenforceable (whether in whole or in part), such provision shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining provisions shall not be affected thereby; provided, that if any of such provisions is finally held to be invalid, illegal, or unenforceable because it exceeds the maximum scope determined to be acceptable to permit such provision to be enforceable, such provision shall be deemed to be modified to the minimum extent necessary to modify such scope in order to make such provision enforceable hereunder. The Plan and any Award Agreements contain the entire agreement of the parties with respect to the subject matter thereof and supersede all prior agreements, promises, covenants, arrangements, communications, representations and warranties between them, whether written or oral, with respect to the subject matter thereof.


37.	No Third Party Beneficiaries

Except as expressly provided therein, neither the Plan nor any Award Agreement shall confer on any person other than the Company and the grantee of any Award any rights or remedies thereunder.


38.	Successors and Assigns

The terms of this Plan shall be binding upon and inure to the benefit of the Company and its successors and assigns.


39.	Waiver of Claims

Each Grantee of an Award recognizes and agrees that prior to being selected by the Committee to receive an Award he or she has no right to any benefits hereunder. Accordingly, in consideration of the Grantee's receipt of any Award hereunder, he or she expressly waives any right to contest the amount of any Award, the terms of any Award Agreement, any determination, action or omission hereunder or under any Award Agreement by the Committee, the Company or the Board, or any amendment to the Plan or any Award Agreement (other than an amendment to this Plan or an Award Agreement to which his or her consent is expressly required by the express terms of the Plan or an Award Agreement).


40.	Relation to Key Employee Plan, You're the Owner Plan and Directors Plan

Notwithstanding any other provisions to the contrary in the Company's Key Employee Incentive Stock Option Plan, Amended and Restated 1998 Non-Qualified Stock Option and Incentive Plan or Amended and Restated 1996 Non-Employee Directors Stock Option Plan (“Directors Plan”), upon shareholder approval of this Plan and filing and effectiveness of a Form S-8 registration statement with the Securities and Exchange Commission for this Plan, no new awards of shares of Common Stock will be granted under the Company's Key Employee Incentive Stock Option Plan, Amended and Restated 1998 Non-Qualified Stock Option and Incentive Plan or Directors Plan. Notwithstanding anything to the contrary in the Directors Plan or Section 2.13, only one grant of stock options shall be made to Non-Employee Directors in 2005 pursuant to the Directors Plan and/or Section 2.13.

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Section 4: EX-10.3 (STANDARD STOCK OPTION AWARD AGREEMENT)

ZION-2012.06.30-EX10.3

EXHIBIT 10.3

ZIONS BANCORPORATION

2005 STOCK OPTION AND INCENTIVE PLAN

STANDARD STOCK OPTION AWARD AGREEMENT

This Stock Option Award Agreement (this “Agreement”) is made and entered into as of the date set forth on Exhibit A (the “Grant Date”) by and between Zions Bancorporation, a Utah corporation (the “Company”), and the person named on Exhibit A (the “Grantee”) pursuant to the Company’s 2005 Stock Option and Incentive Plan (the “Plan”). Capitalized terms not defined in this Agreement have the meanings ascribed to them in the Plan.

1.Grant of Stock Option. Pursuant and subject to the Plan and this Agreement, the Company hereby grants to the Grantee the right and option (an “Option”) to purchase all or any part of the aggregate number of shares of the Company’s Common Stock (the “Common Stock”) set forth on Exhibit A at the purchase price per share set forth on Exhibit A (the “Option Exercise Price”).

2. Term of Option. This Option shall expire on the date set forth on Exhibit A (the “Expiration Date”) and must be exercised, if at all, on or before the earlier of the Expiration Date or the date on which this Option is earlier terminated in accordance with the provisions of the Plan or Section 4 of this Agreement.

3. Vesting. Except as otherwise provided in this Agreement or in the Plan, this Option (i) shall vest as set forth on Exhibit A and shall be exercisable only to the extent that it has vested and (ii) shall cease to vest and not be exercisable upon Grantee’s Termination of Employment.

4. Termination of Employment.

4.1 Termination of Employment by Grantee for any Reason or By the Company for Cause. Except to the extent otherwise provided in Sections 4.2 through 4.5 below, this Option, whether or not vested and to the extent not therefore exercised, shall terminate, and there shall be no further vesting or exercise, immediately upon (i) the Grantee’s Termination of Employment at Grantee’s election for any reason or (ii) Grantee’s Termination of Employment by the Company for Cause.

4.2 At Election of Company or a Related Entity. Upon the Termination of Employment of Grantee at the election of the Company or a Related Entity (other than in circumstances governed by Section 4.1 above or Section 4.3 through 4.5 Grantee below), there shall be no further vesting, but Grantee may exercise this Option on the following terms and conditions:

(i) exercise may be made only to the extent that the Grantee was entitled to exercise this Option on the date of the Termination of Employment; and (ii) exercise must occur within three (3) months after the Termination of Employment but in no event after the Expiration Date.

4.3 Retirement.

(a) Subject to Section 4.3(c) below, upon Termination of Employment of Grantee by reason of Grantee’s Retirement in circumstances other than those described in Section 4.3(b) below, (i) this Option shall cease vesting upon Retirement and (ii) this Option, to the extent vested and exercisable on the date of Retirement, may be exercised until the earlier of (x) the third anniversary of the date of Retirement and (y) the Expiration Date.

(b) Subject to Section 4.3(c) below, upon the Termination of Employment of Grantee by reason of the Grantee’s Retirement at age 60 or older after 5 or more years of service, this Option shall continue to vest as set forth on Exhibit A and Grantee may exercise this Option until the earlier of (i) the third anniversary of the date of Retirement and (ii) the Expiration Date.

(c) In circumstances in which Section 4.3(a) or (b) would otherwise allow for continued vesting and/or exercise, this Option, whether or not then vested and to the extent not theretofore exercised, shall terminate, and there shall be no further vesting or exercise, immediately upon (i) Grantee’s commencement of, or agreement to commence, employment with or provision of services (whether as a director, consultant or otherwise) to another company that is in the financial services industry unless such employment or provision of services is specifically approved by the Committee, (ii) Grantee’s making any derogatory or damaging statements (verbally, in writing or otherwise) about the Company or any of its affiliates, the management or the board of directors of the Company or any affiliate, the products, services or business condition of the Company or any affiliate in any public way to anyone who could make those statements public or to customers of, vendors to or counterparties of the Company, or (iii) Grantee violating any duty of confidentiality owed to the Company or its affiliates under the policies or procedures of the Company and its affiliates, including the Company’s employee handbook, code of conduct and similar materials, or under federal or state law, or Grantee misappropriating or misusing any proprietary information or assets of the Company and its affiliates, including intellectual property rights.

4.4 Disability. Upon the Termination of Employment of

Grantee by reason of Disability, Options that are unvested as of such date shall immediately vest in full and Grantee may exercise this Option on the following terms and conditions: exercise must occur within six (6) months after the Termination of Employment but in no event after the Expiration Date.

4.5 Death. If Grantee dies during the period in which this Option is exercisable, whether pursuant to its terms or pursuant to Section 4.2 through 4.4 above, Options that are unvested as of such date shall immediately vest [in full] and this Option shall be exercisable on the following terms and conditions: exercise must occur within six (6) months after the date of the Grantee’s death. Any such exercise of this Option following Grantee’s death shall be made only by Grantee’s executor (or administrator) or only by the recipient of such specific disposition. If Grantee’s executor (or administrator) or the recipient of a specific disposition under Grantee’s will shall be entitled to exercise this Option pursuant to the preceding sentence, such executor (or administrator) or recipient shall be bound by all the terms and conditions of the Plan and this Agreement which would have applied to the Grantee.

5. Manner of Exercise.

5.1 Stock Option Exercise Agreement. To exercise this Option, Grantee (or in the case of exercise after Grantee’s death, Grantee’s executor, administrator or recipient of a specific disposition) must deliver to the Company an executed stock option exercise agreement in such form as may be required by the Company from time to time (the “Exercise Agreement”), which shall set forth, among other things, Grantee’s election to exercise this Option, the number of shares being purchased, any restrictions imposed on the shares of Common Stock and any representations, warranties and agreements regarding Grantee’s investment intent and access to information as may be required by the Company to comply with applicable securities laws. If someone other than Grantee exercises this Option, then such person must submit documentation reasonably acceptable to the Company that such person has the right to exercise this Option.

5.2 Payment. The Exercise Agreement shall be accompanied by full payment for the shares of Common Stock being purchased (the “Exercise Price”). Such payment shall be made (i) in cash (by check), (ii) by delivery of shares of Common Stock (which, if acquired pursuant to the exercise of a stock option or under an Award made under the Plan or any other compensatory plan of the Company, were acquired at least six (6) months prior to the option exercise date) having a Fair Market Value (determined as of the exercise date) equal to all or part of the exercise price and cash for any remaining portion of the exercise price or (iii) to the extent permitted by law, by such other method as the Committee may from time to time prescribe, including a cashless exercise procedure through a broker-dealer. Any shares of Common stock delivered in payment of the Exercise Price shall be fully paid and free and clear of all liens, claims, encumbrances and security interests.

5.3 Tax Withholding. Prior to the issuance of the shares of Common Stock

upon exercise of this Option, Grantee must pay, or otherwise provide for to the satisfaction of the Company, any applicable federal or state withholding obligations of the Company.

5.4 Limitations on Exercise. This Option may not be exercised unless such exercise is in compliance, to the reasonable satisfaction of the Committee, with all applicable federal and state laws, as they are in effect on the date of exercise. This Option may not be exercised as to fewer than 100 shares of Common Stock unless it is exercised as to all shares as to which this Option is then exercisable.

5.5 Other Conditions. The Committee may require that Grantee comply with such other procedures relating to the exercise of this Option and delivery of shares pursuant to such exercise as the Committee may determine, including the use of specified broker-dealers and the manner in which Grantee shall satisfy tax withholding obligations with respect to such shares.

5.6 Issuance of Shares. As promptly as is practicable after the receipt of the Exercise Agreement, in form and substance satisfactory to the Company, payment of the Exercise Price and satisfaction of Sections 5.3 through 5.5 above, the Company shall issue the shares of Common Stock registered in the name of Grantee, Grantee’s authorized assignee or Grantee’s legal representative. The Company may postpone such delivery until it receives satisfactory proof that the issuance of such shares will not violate any of the provisions of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, any rules or regulations of the Securities and Exchange Commission (the “SEC”) promulgated thereunder, or the requirements of applicable state law relating to authorization, issuance or sale of securities, or until there has been compliance with the provisions of such acts or rules. Grantee understands that the Company is under no obligation to register or qualify the shares of Common Stock with the SEC, any state securities commission or any stock exchange to effect such compliance.

6. Right of Offset. The Company shall have the right to offset against the obligation to deliver shares of Common Stock in respect of any exercise of this Option, any outstanding amounts then owed by Grantee to the Company.

7. Nontransferability of Option. This Option shall not be assignable or transferable by Grantee other than by will or by the laws of descent and distribution, and shall be exercisable during the life of the Grantee only by the Grantee or the Grantee’s legal representative and any such attempted assignment, transfer or exercise in contravention of this Section 7 shall be void.

8. Privileges of Stock Ownership. Grantee shall not have any of the rights of a stockholder of the Company with respect to any shares of Common Stock subject to the issuance of such shares to Grantee. Except as otherwise provided in Section 1.6(c) of the Plan, no adjustment shall be made for dividends, distributions or other rights (whether ordinary or extraordinary, and

whether in cash, securities or other property) for which the record date is prior to the date such shares are issued.

9. No Obligation to Employ. Nothing in the Plan or this Agreement shall confer on Grantee any right to continue in the employ of, or other relationship with, the Company or any Related Entity, or limit in any way the right of the Company or any Related Entity to terminate Grantee’s employment or other relationship at any time, with or without Cause.

10. Non-Qualified Options; Incentive Stock Options. It is intended that this Option shall be treated as an incentive stock option to the maximum extent permitted by the Plan (including Sections 2.3 (f) and (g) thereof) and the Code, and that the remainder of this Option, if any, shall be treated as a non-qualified option.

11. Change in Control. Notwithstanding anything in the Plan or any change in control agreement between the Company and the Grantee (a “Change in Control Agreement”) to the contrary, the Option shall not be subject to accelerated vesting and/or settlement or cash out upon a Change in Control, except to the extent that the definitive agreement evidencing a Change in Control provides for such accelerated vesting and/or settlement or cash out of awards granted under the Plan upon the Change in Control. However, if, within two (2) years after the occurrence of a Change in Control, a Termination of Employment occurs with respect to the Grantee, except for (i) a termination of Grantee’s employment by the Company, the Surviving Corporation or any Related Entity for Cause or (ii) Grantee’s termination of employment for any reason other than for “good reason” (as defined in Grantee’s Change in Control Agreement, if applicable), then the Option shall Fully Vest and shall remain exercisable at any time thereafter until the earlier of (1) the date forty-two (42) months after the date of such Termination of Employment and (2) the Expiration Date (as set forth on Exhibit A hereto).

12. Entire Agreement. This Option is granted pursuant to the Plan and this Option and Agreement are subject to the terms and conditions of the Plan. The Plan is incorporated herein by reference. This Agreement, the Plan and such other documents as may be executed in connection with the exercise of this Option constitute the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior understandings and agreements with respect to such subject matter. Any action taken or decision made by the Committee arising out of or in connection with the construction, administration, interpretation or effect of this Agreement shall lie within its sole and absolute discretion, as the case may be, and shall be final, conclusive and binding on the Grantee and all persons claiming under or through the Grantee.

13. Notices. Any notice required to be given or delivered to the Company under the terms of this Agreement shall be in writing and addressed to the Corporate Secretary of the

Company at its principal corporate offices. Any notice required to be given or delivered to Grantee shall be in writing and addressed to Grantee at the address indicated below or to such other address as such party may designate in writing from time to time to the Company. All notices shall be deemed to have been given or delivered upon: personal delivery; three (3) days after deposit in the United States mail by certified or registered mail (return receipt requested); one (1) business day after deposit with any return receipt express courier (prepaid); or one (1) business day after transmission by facsimile.

14. Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement and the Plan shall be binding upon Grantee and Grantee’s heirs, executors, administrators, legal representatives, successors and assigns.

15. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Utah without regard to that body of law pertaining to choice of law or conflict of laws.

16. Regulatory Matters/Compliance with Laws. In the event that the grant, exercise, lapse of restrictions, payment, settlement, or accrual of this award or any term of this award is restricted or prohibited or otherwise conflicts with any applicable statute (including, without limitation, the Emergency Economic Stabilization Act of 2008, as amended) or any applicable regulation or other guidance thereunder, or any agreement or arrangement with or restriction imposed by, the United States Department of the Treasury, any bank regulatory agency or any other governmental agency (a “Governmental Restriction”), in each case, as determined by Committee in its sole discretion, then the Committee may unilaterally modify the terms of this award in such manner as the Committee determines in its sole discretion to be necessary to avoid such restriction or prohibition or eliminate such conflict, all without the further consent of Grantee, such consent being given through Grantee’s acceptance of this award. Such modifications may include, without limitation, the modification of this award into an award of another type (such as restricted stock award), a reduction of the number of shares covered by this award or any such modified award, the addition of grant, exercise, vesting or lapse of restrictions conditions, the delay or cessation of exercise, lapse of restrictions, payment, settlement, or accrual of this award, and the cancellation for no consideration of all or a portion of this award. In addition, any shares of Common Stock acquired by Grantee pursuant to this award, or any proceeds from the disposition of any such shares, shall be subject to forfeiture and return to the Company to the extent required by a Governmental Restriction.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date noted above.

ZIONS BANCORPORATION

By: /s/ Harris H. Simmons

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Section 5: EX-10.4 (STANDARD RESTRICTED STOCK AWARD AGRMNT)

ZION-2012.06.30-EX10.4

EXHIBIT 10.4

ZIONS BANCORPORATION

2005 STOCK OPTION AND INCENTIVE PLAN

STANDARD RESTRICTED STOCK AWARD AGREEMENT

This Restricted Stock Award Agreement (this “Agreement”) is made and entered into as of the date set forth on Exhibit A (the “Grant Date”) by and between Zions Bancorporation, a Utah corporation (the “Company”), and the person named on Exhibit A (the “Grantee”) pursuant to the Company’s 2005 Stock Option and Incentive Plan (the “Plan”). Capitalized terms not defined in this Agreement have the meanings ascribed to them in the Plan.

1.Grant of Restricted Stock. Pursuant and subject to the Plan and this Agreement, the Company hereby grants to Grantee the number of shares (the “Restricted Stock”) of the Company’s Common Stock (the “Common Stock”) set forth on Exhibit A. Grantee’s ownership of and rights with respect to the Restricted Stock are limited by the terms and conditions of the Plan and this Agreement, including restrictions on Grantee’s right to transfer the Restricted Stock and Grantee’s obligation to forfeit and surrender the Restricted Stock upon the occurrence of certain circumstances.

2. Transfer Restriction. Until lapse of the transfer restriction, the Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically provided in the Plan or this Agreement. Additional shares of Common Stock or other property distributed to the Grantee in respect of the Restricted Stock, as dividends or otherwise, shall be subject to the same restrictions applicable to the Restricted Stock (the term “Restricted Stock” shall also be deemed to include such other shares and property). The Restricted Stock shall be held by the Company in escrow for so long as the Restricted Stock is subject to transfer restrictions under this Section 2 and the Plan. The Company may direct its stock transfer agent to legend or place a stop transfer order on the Restricted Stock and any certificate issued evidencing shares of the Restricted Stock shall remain in the possession of the Company until such shares are free of any restriction specified in the Plan or this Agreement.

3. Lapse of Transfer Restrictions. Except as provided in Section 4 below, the transfer restrictions set forth in Section 2 above shall lapse according to the schedule forth on Exhibit A and as set forth in Section 4.3 below; provided that Grantee has satisfied all applicable tax withholding obligations as provided in Section 5.1 below and the conditions of Sections 5.2 through 5.4 below have been satisfied.

4. Termination of Employment.

4.1 General. In the event of Grantee’s Termination of Employment for any reason other than (i) Retirement at age 60 or older after 5 or more years of service, (ii) death or (iii) Disability, shares of Restricted Stock that remain subject to transfer restrictions as of the

date of such termination shall immediately and automatically be forfeited, surrendered and cancelled without consideration and without any further action by Grantee.

4.2 Retirement. In the event of Grantee’s Termination of Employment by reason of Grantee’s Retirement at age 60 or older after 5 or more years of service, the shares of Restricted Stock that remain subject to transfer restrictions under Section 2 as of the date of Retirement shall remain outstanding and subject to such transfer restrictions (which restrictions shall continue to lapse as provided in Section 3); provided that, notwithstanding the foregoing, shares of Restricted Stock remaining outstanding after Retirement, to the extent still subject to transfer restrictions, shall automatically be forfeited, surrendered and cancelled without consideration and without further action by Grantee immediately upon (i) Grantee’s commencement of, or agreement to commence, employment with or provision of services (whether as a director, consultant or otherwise) to another company that is in the financial services industry unless such employment or provision of services is specifically approved by the Committee, (ii) Grantee’s making any derogatory or damaging statements (verbally, in writing or otherwise) about the Company or any of its affiliates, the management or the board of directors of the Company or any affiliate, the products, services or business condition of the Company or any affiliate in any public way to anyone who could make those statements public or to customers of, vendors to or counterparties of the Company, or (iii) Grantee violating any duty of confidentiality owed to the Company or its affiliates under the policies or procedures of the Company and its affiliates, including the Company’s employee handbook, code of conduct and similar materials, or under federal or state law, or Grantee misappropriating or misusing any proprietary information or assets of the Company and its affiliates, including intellectual property rights.

4.3 Death; Disability. In the event of Grantee’s Termination of Employment by reason of Grantee’s death or Disability, any transfer restrictions under Section 2 that remain applicable to the shares of Restricted Stock shall immediately lapse as of the date of such Termination of Employment in accordance with Section 3 above.

5. Conditions to Lapse of Transfer Restrictions.

5.1 Tax Withholding. Prior to the lapse of transfer restriction on the Restricted Stock, Grantee must pay, or otherwise provide for to the satisfaction of the Company, any applicable federal or state withholding obligations of the Company. Unless the Committee permits otherwise, Grantee shall provide for payment of withholding taxes upon lapse of the transfer restriction by hereby allowing and directing the Company to retain shares of Restricted Stock with a Fair Market Value (determined as of the applicable Lapse Date) equal to the statutory minimum amount of taxes required to be withheld. In such case, the Company shall issue the net number of shares of Restricted Stock to the Grantee by deducting the shares retained from the total number of shares of Restricted Stock that are no longer subject to transfer restrictions.

5.2 Compliance with Laws. The transfer restrictions set fourth in Section 2 above shall not lapse unless such lapse and the issuance or release of the related shares of Restricted Stock is in compliance, to the reasonable satisfaction of the Committee, with all applicable federal and state laws, as they are in effect on the date of the lapse of restrictions.

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5.3 Other Conditions. The Committee may require that Grantee comply with such other procedures relating to the lapse of transfer restrictions on the Restricted Stock and the release of shares of Restricted Stock to Grantee as the Committee may determine, including the use of specified broker-dealers and the manner in which Grantee shall satisfy tax withholding obligations with respect to shares of Restricted Stock released from transfer restrictions.

5.4 Release of Shares. As promptly as is practicable after the lapse of transfer restrictions and satisfaction of Sections 5.1 through 5.3 above, the Company shall release the shares of Restricted Stock registered in the name of Grantee, Grantee’s authorized assignee or Grantee’s legal representative. The Company may postpone such release until it receives satisfactory proof that the release of such shares will not violate any of the provisions of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, any rules or regulations of the Securities and Exchange Commission (the “SEC”) promulgated thereunder, or the requirements of applicable state law relating to authorization, issuance or sale of securities, or until there has been compliance with the provisions of such acts or rules. Grantee understands that the Company is under no obligation to register or qualify the Restricted Stock or Common Stock with the SEC, any state securities commission or any stock exchange to effect such compliance.

6. Right of Offset. The Company shall have the right to offset against the obligation to release shares of Restricted Stock, any outstanding amounts then owed by Grantee to the Company.

7. Nontransferability of Agreement. The rights conferred by this Agreement shall not be assignable or transferable by Grantee other than by will or by the laws of descent and distribution, and shall be exercisable during the life of the Grantee only by the Grantee or the Grantee’s legal representative and any such attempted assignment, transfer or exercise in contravention of this Section 7 shall be void.

8. Privileges of Stock Ownership. Grantee shall have the rights of a stockholder with respect to the voting of the Restricted Stock and cash dividends paid by the Company. All regular dividends on shares of the Restricted Stock shall be paid directly to Grantee and shall not be held in escrow (such distributions may, however, be delivered to an address at the Company for delivery to Grantee).

9. No Obligation to Employ. Nothing in the Plan or this Agreement shall confer on Grantee any right to continue in the employ of, or to continue or establish any other relationship with, the Company or any Related Entity, or limit in any way the right of the Company or any Related Entity to terminate Grantee’s employment or other relationship at any time, with or without Cause.

Change in Control provides for such accelerated vesting and/or settlement or cash out of awards granted under the Plan upon the Change in Control. However, if, within two (2) years after the occurrence of a Change in Control, a Termination of Employment occurs with respect to the Grantee, except for (i) a termination of Grantee’s employment by the Company, the Surviving Corporation or any Related Entity for Cause or (ii) Grantee’s termination of employment for any reason other than for “good reason” (as defined in Grantee’s Change in Control Agreement, if applicable), then the Restricted Stock shall Fully Vest.

11. Entire Agreement. This Restricted Stock is granted pursuant to the Plan and this Restricted Stock and Agreement are subject to the terms and conditions of the Plan. The Plan is incorporated herein by reference. This Agreement, the Plan and such other documents as may be executed in connection with this Restricted Stock grant constitute the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior understandings and agreements with respect to such subject matter. Any action taken or decision made by the Committee arising out of or in connection with the construction, administration, interpretation or effect of this Agreement shall lie within its sole and absolute discretion, as the case may be, and shall be final, conclusive and binding on the Grantee and all persons claiming under or through the Grantee.

12. Notices. Any notice required to be given or delivered to the Company under the terms of this Agreement shall be in writing and addressed to the Corporate Secretary of the Company at its principal corporate offices. Any notice required to be given or delivered to Grantee shall be in writing and addressed to Grantee at the address indicated below or to such other address as such party may designate in writing from time to time to the Company. All notices shall be deemed to have been given or delivered upon: personal delivery; three (3) days after deposit in the United States mail by certified or registered mail (return receipt requested); one (1) business day after deposit with any return receipt express courier (prepaid); or one (1) business day after transmission by facsimile.

13. Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement and the Plan shall be binding upon Grantee and Grantee’s heirs, executors, administrators, legal representatives, successors and assigns.

14. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Utah without regard to that body of law pertaining to choice of law or conflict of laws.

15. Regulatory Matters/Compliance with Laws. In the event that the grant, exercise, lapse of restrictions, payment, settlement, or accrual of this award or any term of this award is restricted or prohibited or otherwise conflicts with any applicable statute (including, without limitation, the Emergency Economic Stabilization Act of 2008, as amended) or any applicable regulation or other guidance thereunder, or any agreement or arrangement with or restriction imposed by, the United States Department of the Treasury, any bank regulatory agency or any other

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governmental agency (a “Governmental Restriction”), in each case, as determined by Committee in its sole discretion, then the Committee may unilaterally modify the terms of this award in such manner as the Committee determines in its sole discretion to be necessary to avoid such restriction or prohibition or eliminate such conflict, all without the further consent of Grantee, such consent being given through Grantee’s acceptance of this award. Such modifications may include, without limitation, the modification of this award into an award of another type (such as an option award), a reduction of the number of shares covered by this award or any such modified award, the addition of grant, exercise, vesting or lapse of restrictions conditions, the delay or cessation of exercise, lapse of restrictions, payment, settlement, or accrual of this award, and the cancellation for no consideration of all or a portion of this award. In addition, any shares of Common Stock acquired by Grantee pursuant to this award, or any proceeds from the disposition of any such shares, shall be subject to forfeiture and return to the Company to the extent required by a Governmental Restriction.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date noted above.

ZIONS BANCORPORATION

By: /s/ Harris H. Simmons

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Section 6: EX-10.5 (STANDARD RSU AGREEMENT)

ZION-2012.06.30-EX10.5

EXHIBIT 10.5

ZIONS BANCORPORATION

2005 STOCK OPTION AND INCENTIVE PLAN

STANDARD RESTRICTED STOCK UNIT AWARD AGREEMENT

This Restricted Stock Unit Award Agreement (this “Agreement”) is made and entered into as of the date set forth on Exhibit A (the “Grant Date”) by and between Zions Bancorporation, a Utah corporation (the “Company”), and the person named on Exhibit A (the “Grantee”) pursuant to the Company’s 2005 Stock Option and Incentive Plan (the “Plan”). Capitalized terms not defined in this Agreement have the meanings ascribed to them in the Plan.

1. Grant of RSUs. Pursuant and subject to the Plan and this Agreement, the Company hereby grants to Grantee the number of restricted stock units (the “RSUs”) set forth on Exhibit A. An RSU constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to the Grantee, subject to the terms of the Plan and this Agreement, a share of Common Stock (each, a “Share”) on a delivery date as provided herein (the Shares that are deliverable to the Grantee pursuant to the RSU, are called “RSU Shares”). Until such delivery, the Grantee has only the rights of a general unsecured creditor, and no rights as a shareholder, of the Company. Grantee’s rights with respect to the RSU are limited by the terms and conditions of the Plan and this Agreement.

2. Vesting. Except as otherwise provided herein, the RSUs shall vest according to the schedule set forth on Exhibit A.

3. Delivery of RSU Shares. RSU Shares are to be delivered on or promptly after the date of vesting (but in no case more than fifteen (15) days after such date) (the “Delivery Date”). On the Delivery Date, the Company shall transfer to the Grantee one unrestricted, fully transferable Share for each vested RSU scheduled to be paid out on such date; provided that Grantee has satisfied all applicable tax withholding obligations as provided in Section 5.1 below and the conditions of this Section 3 and Sections 5.2 and 5.3 below have been satisfied. The Company may postpone such delivery of RSU Shares until it receives satisfactory proof that the release of such Shares will not violate any of the provisions of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, any rules or regulations of the Securities and Exchange Commission (the “SEC”) promulgated thereunder, or the requirements of applicable state law relating to authorization, issuance or sale of securities, or until there has been compliance with the provisions of such acts or rules. Grantee understands that the Company is under no obligation to register or qualify the RSUs or Common Stock with the SEC, any state securities commission or any stock exchange to effect such compliance.

4. Termination of Employment.

4.1 General. In the event of Grantee’s Termination of Employment for any reason, except as set forth below, RSUs that are unvested as of the date of such termination shall

immediately and automatically be forfeited and cancelled without consideration and without any further action by Grantee.

4.2 Retirement. In the event of Grantee’s Termination of Employment by reason of Grantee’s Retirement at age 60 or older after 5 or more years of service, RSUs that are unvested as of the date of Retirement shall remain outstanding and shall continue to vest in accordance with the vesting schedule set forth on Exhibit A; provided that, notwithstanding the foregoing, unvested RSUs shall automatically be forfeited and cancelled without consideration and without further action by Grantee immediately upon (i) Grantee’s commencement of, or agreement to commence, employment with or provision of services (whether as a director, consultant or otherwise) to another company that is in the financial services industry unless such employment or provision of services is specifically approved by the Committee, (ii) Grantee’s making any derogatory or damaging statements (verbally, in writing or otherwise) about the Company or any of its affiliates, the management or the board of directors of the Company or any affiliate, the products, services or business condition of the Company or any affiliate in any public way to anyone who could make those statements public or to customers of, vendors to or counterparties of the Company, or (iii) Grantee violating any duty of confidentiality owed to the Company or its affiliates under the policies or procedures of the Company and its affiliates, including the Company’s employee handbook, code of conduct and similar materials, or under federal or state law, or Grantee misappropriating or misusing any proprietary information or assets of the Company and its affiliates, including intellectual property rights.

4.3 Death; Disability. In the event of Grantee’s Termination of Employment by reason of Grantee’s death or Disability, RSUs that are unvested as of such date shall immediately vest in full and the RSU Shares with respect thereto shall be delivered to Grantee or his estate, as the case may be, in accordance with Section 3 above.

5. Conditions to Vesting and Delivery of RSU Shares.

5.1 Tax Withholding. Upon vesting of an RSU and the delivery of any RSU Shares, Grantee must pay, or otherwise provide for to the satisfaction of the Company, any applicable federal or state withholding obligations of the Company. Unless the Committee permits otherwise, Grantee shall provide for payment of withholding taxes upon vesting of the RSUs by hereby allowing and directing the Company to retain Shares underlying the RSUs with a Fair Market Value (determined as of the Delivery Date equal to the statutory minimum amount of taxes required to be withheld. In such case, the Company shall issue the net number of RSU Shares to the Grantee by deducting the Shares retained from the total number of vested RSUs.

5.2 Compliance with Laws. The RSUs shall not vest on the schedule set forth on Exhibit A hereto and the RSU Shares shall not be delivered unless such vesting and delivery is in compliance, to the reasonable satisfaction of the Committee, with all applicable federal and state laws, as they are in effect on the date of vesting.

5.3 Other Conditions. The Committee may require that Grantee comply with such other procedures relating to the vesting of RSUs and the delivery of RSU Shares to Grantee as

DC_LAN01:264709.1

the Committee may determine, including the use of specified broker-dealers and the manner in which Grantee shall satisfy tax withholding obligations with respect to the RSUs.

6. Right of Offset. The Company shall have the right to offset against the obligation to release RSU Shares, any outstanding amounts then owed by Grantee to the Company, but only to the extent such offset does not violate Section 409A of the Code.

8. Privileges of Stock Ownership; Dividend Equivalents. The Grantee will not have any rights of a shareholder of the Company with respect to RSUs until delivery of the underlying RSU Shares. With respect to each of the Grantee’s outstanding RSUs, the Grantee shall be paid an amount in cash (less applicable withholding) equal to the cash dividend as would have been made in respect of the RSU Shares not yet delivered, as if the RSU Shares had been actually delivered (payment shall be made at or after the time of distribution of the dividend paid by the Company in respect of the Share); provided that no such payment in respect of any RSUs shall be made in respect of a dividend record date that is before the Grant Date of the RSUs, nor shall any such payment be made if, prior to the time payment is due, such RSUs are forfeited or cancelled.

10. Change in Control. Notwithstanding anything in the Plan or any change in control agreement between the Company and the Grantee (a “Change in Control Agreement”) to the contrary, the RSU shall not be subject to accelerated vesting and/or settlement or cash out upon a Change in Control, except to the extent that the definitive agreement evidencing a Change in Control provides for such accelerated vesting and/or settlement or cash out of awards granted under the Plan upon the Change in Control. However, if, within two (2) years after the occurrence of a Change in Control, a Termination of Employment occurs with respect to the Grantee, except for (i) a termination of Grantee’s employment by the Company, the Surviving Corporation or any Related Entity for Cause or (ii) Grantee’s termination of employment for any reason other than for “good reason” (as defined in Grantee’s Change in Control Agreement, if applicable), then the RSU shall Fully Vest.

11. Entire Agreement. The RSUs are granted pursuant to the Plan and the RSUs and this Agreement are subject to the terms and conditions of the Plan. The Plan is incorporated herein by reference. This Agreement, the Plan and such other documents as may be executed in

connection with this RSU grant constitute the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior understandings and agreements with respect to such subject matter. Any action taken or decision made by the Committee arising out of or in connection with the construction, administration, interpretation or effect of this Agreement shall lie within its sole and absolute discretion, as the case may be, and shall be final, conclusive and binding on the Grantee and all persons claiming under or through the Grantee.

15. Regulatory Matters/Compliance with Laws. In the event that the grant, exercise, vesting, payment, settlement, delivery of RSU Shares or accrual of this award or any term of this award is restricted or prohibited or otherwise conflicts with any applicable statute (including, without limitation, the Emergency Economic Stabilization Act of 2008, as amended) or any applicable regulation or other guidance thereunder, or any agreement or arrangement with or restriction imposed by, the United States Department of the Treasury, any bank regulatory agency or any other governmental agency (a “Governmental Restriction”), in each case, as determined by Committee in its sole discretion, then the Committee may unilaterally modify the terms of this award in such manner as the Committee determines in its sole discretion to be necessary to avoid such restriction or prohibition or eliminate such conflict, all without the further consent of Grantee, such consent being given through Grantee’s acceptance of this award. Such modifications may include, without limitation, the modification of this award into an award of another type (such as an option award), a reduction of the number of Shares covered by this award or any such modified award, the addition of grant, exercise, vesting conditions, the delay or cessation of vesting, payment, settlement, delivery of RSU Shares or accrual of this award, and the cancellation for no consideration of all or a portion of this award. In addition, any RSU Shares acquired by Grantee pursuant to this award, or any proceeds from the disposition of any

DC_LAN01:264709.1

such shares, shall be subject to forfeiture and return to the Company to the extent required by a Governmental Restriction.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date noted above.

ZIONS BANCORPORATION

By: /s/ Harris H. Simmons

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Section 7: EX-10.6 (THIRD AMENDMENT DEFERRED COMP PLAN TRUST AGREEMENT)

ZION-2012.06.30-EX10.6

EXHIBIT 10.6

THIRD AMENDMENT TO TRUST AGREEMENT BETWEEN

FIDELITY MANAGEMENT TRUST COMPANY AND

ZIONS BANCORPORATION

THIS THIRD AMENDMENT, dated and effective as of the thirteenth day of June, 2012, and effective on that date unless otherwise stated herein, by and between Fidelity Management Trust Company (the “Trustee”) and Zions Bancorporation (the “Sponsor”);

WITNESSETH:

WHEREAS, the Trustee and the Sponsor heretofore entered into a Master Trust Agreement dated September 1, 2006, with regard to the Zions Bancorporation Restated Deferred Compensation Plan, Zions Bancorporation Restated Deferred Compensation Plan for Directors, and the Restated Amegy Bancorporation, Inc. Non-Employees Directors Deferred Fee Plan (collectively and individually, the “Plan”); and

WHEREAS, the Sponsor has informed the Trustee, with respect to the Zions Bancorporation Restated Deferred Compensation Plan (the “Restated DCP”), that due to a redemption of the Zions Preferred Stock E Fund (“Stock Fund”), the Stock Fund will be eliminated as an investment option under the Restated DCP; therefore, effective at the close of business (4:00 p.m. ET) (“Market Close”) on June 13, 2012, the assets of the Stock Fund are frozen to all transactions; and

WHEREAS, the Sponsor hereby directs the Trustee, in accordance with Section 8(c) of the Trust Agreement, effective at Market Close on June 13, 2012, to redirect all participant contributions directed to the Stock Fund to be invested in the Fidelity Money Market Trust Retirement Money Market Portfolio. The parties hereto agree that the Trustee shall have no discretionary authority with respect to this redirection directed by the Sponsor. Any variation from the procedure described herein may be instituted only at the express written direction of the Sponsor; and

WHEREAS, the Sponsor has informed the Trustee that, in accordance to the terms of the redemption agreement, each Stock Fund shareholder will receive $25.00 in cash for each share of Preferred Stock E held in the Stock Fund, and a prorated amount for any fractional share held in the Stock Fund; and, upon receipt by the Plan of the cash proceeds, the cash proceeds shall be invested in the Fidelity Money Market Trust Retirement Money Market Portfolio; and

WHEREAS, the Trustee and the Sponsor now desire to amend said Trust Agreement as provided for in Section 13 thereof;

NOW THEREFORE, in consideration of the above premises, the Trustee and the Sponsor hereby amend the Trust Agreement by:


(1)	Effective at Market Close on June 13, 2012, amending Schedule “C”, Investment Options, to delete the reference to “Zions Preferred Stock E Fund (Real Time Trading Option)”, and replace it with the following:


•	Zions Preferred Stock E Fund (Real Time Trading Option) (frozen to all transactions)


(2)	Effective upon completion of the above-referenced Zions Preferred Stock E Fund liquidation, amending Section 1, Definitions, to delete subsection (pp), Zions Preferred Stock E, and (qq), Zions Preferred Stock E Fund, in their entirety.


(3)	Effective upon completion of the above-referenced Zions Preferred Stock E Fund liquidation, amending Section 5(f), Zions Common Stock and Zions Preferred Stock in the Zions Bancorporation Restated Deferred Compensation Plan, by restating the first paragraph, in its entirety, as follows:

Trust investments in Zions Common Stock shall be made via the Zions Common Stock Fund. Trust investment in Zions Preferred Stock A shall be made via the Zions Preferred Stock A Fund. Trust investment in Zions Preferred Stock B shall be made via the Zions Preferred Stock B Fund. Trust investment in Zions Preferred Stock C shall be made via the Zions Preferred Stock C Fund. References in this section to Zions Preferred Stock shall mean, individually and collectively, Zions Preferred Stock A, Zions Preferred Stock B and Zions Preferred Stock C.


(4)	Effective upon completion of the above-referenced Zions Preferred Stock E Fund liquidation, amending Schedule “C”, Investment Options, to delete the following:


•	Zions Preferred Stock E Fund (Real Time Trading Option) (frozen to all transactions)

IN WITNESS WHEREOF, the Trustee and the Sponsor have caused this Third Amendment to be executed by their duly authorized officers effective as of the day and year first above written. By signing below, the undersigned represent that they are authorized to execute this document on behalf of the respective parties. Notwithstanding any contradictory provision of the agreement that this document amends, each party may rely without duty of inquiry on the foregoing representation.


ZIONS BANCORPORATION	FIDELITY MANAGEMENT TRUST COMPANY

By: /s/ Tim Hettinger 6/11/12 By: /s/ Mary Beth Paris 6/28/12

Authorized Signatory Date FMTC Authorized Signatory Date

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Section 8: EX-31.1 (CERTIFICATION OF CEO PURSUANT TO SECTION 302)

ZION-2012.06.30-EX31.1

EXHIBIT 31.1

CERTIFICATION

Principal Executive Officer

I, Harris H. Simmons, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Zions Bancorporation;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


e)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


f)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

Date: August 8, 2012



	/s/ Harris H. Simmons
	Harris H. Simmons, Chairman, President and Chief Executive Officer

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Section 9: EX-31.2 (CERTIFICATION OF CFO PURSUANT TO SECTION 302)

ZION-2012.06.30-EX31.2

EXHIBIT 31.2

CERTIFICATION

Principal Financial Officer

I, Doyle L. Arnold, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Zions Bancorporation;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 8, 2012



	/s/ Doyle L. Arnold
	Doyle L. Arnold, Vice Chairman and Chief Financial Officer

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Section 10: EX-32 (CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER)

ZION-2012.06.30-EX32

CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

EXHIBIT 32

CERTIFICATION

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. §1350, the undersigned officers of Zions Bancorporation (the “Company”) hereby certify that, to the best of their knowledge, the Company’s Quarterly Report for the three months ended June 30, 2012 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 (15 U.S.C. 78m) and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 8, 2012



	/s/ Harris H. Simmons
	Name:	Harris H. Simmons
	Title:	Chairman, President and Chief Executive Officer

	/s/ Doyle L. Arnold
	Name:	Doyle L. Arnold
	Title:	Vice Chairman and Chief Financial Officer

The foregoing certification is being furnished solely pursuant to 18 U.S.C. §1350 and is not being filed as part of the Report or as a separate disclosure document.

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