AS GUARANTEE TRUSTEE RELATING TO

Draft of January 9, 1996

EXHIBIT 4(e)

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CAPITAL SECURITIES GUARANTEE AGREEMENT

BY AND BETWEEN

ZIONS FIRST NATIONAL BANK,
AS GUARANTOR

ZIONS BANCORPORATION,
AS PARENT GUARANTOR

and

______________________________,

AS GUARANTEE TRUSTEE

RELATING TO

ZIONS INSTITUTIONAL CAPITAL TRUST A

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Dated as of __________________, 1997

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ZIONS INSTITUTIONAL CAPITAL TRUST A

Certain Sections of this Guarantee Agreement relating
to Sections 310 through 318 of the
Trust Indenture Act of 1939:

Trust Indenture Act
SECTION GUARANTEE AGREEMENT SECTION
------------------- ---------------------------

310(a).. . . . . . . . . . . . . . . . . . . . . 4.1(a)
(b).. . . . . . . . . . . . . . . . . . . . . 4.1(c), 2.8
(c).. . . . . . . . . . . . . . . . . . . . . Inapplicable
311(a).. . . . . . . . . . . . . . . . . . . . . 2.2(b)
(b).. . . . . . . . . . . . . . . . . . . . . 2.2(b)
(c).. . . . . . . . . . . . . . . . . . . . . Inapplicable
312(a).. . . . . . . . . . . . . . . . . . . . . 2.2(a)
(b).. . . . . . . . . . . . . . . . . . . . . 2.2(b)
313. . . . . . . . . . . . . . . . . . . . . . . 2.3
314(a).. . . . . . . . . . . . . . . . . . . . . 2.4
(b).. . . . . . . . . . . . . . . . . . . . . Inapplicable
(c).. . . . . . . . . . . . . . . . . . . . . 2.5
(d).. . . . . . . . . . . . . . . . . . . . . Inapplicable
(e).. . . . . . . . . . . . . . . . . . . . . 1.1, 2.5, 3.2
(f).. . . . . . . . . . . . . . . . . . . . . 2.1, 3.2
315(a).. . . . . . . . . . . . . . . . . . . . . 3.1(d)
(b).. . . . . . . . . . . . . . . . . . . . . 2.7
(c).. . . . . . . . . . . . . . . . . . . . . 3.1
(d).. . . . . . . . . . . . . . . . . . . . . 3.1(d)
316(a).. . . . . . . . . . . . . . . . . . . . . 1.1, 2.6, 5.4
(b).. . . . . . . . . . . . . . . . . . . . . 5.3
(c).. . . . . . . . . . . . . . . . . . . . . 8.2
317(a).. . . . . . . . . . . . . . . . . . . . . Inapplicable
(b).. . . . . . . . . . . . . . . . . . . . . Inapplicable
318(a).. . . . . . . . . . . . . . . . . . . . . 2.1(b)
(b).. . . . . . . . . . . . . . . . . . . . . 2.1
(c).. . . . . . . . . . . . . . . . . . . . . 2.1(a)

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TABLE OF CONTENTS
PAGE

ARTICLE I

DEFINITIONS

SECTION 1.1. DEFINITIONS.............................................. 1

ARTICLE II

TRUST INDENTURE ACT

SECTION 2.1. TRUST INDENTURE ACT; APPLICATION......................... 4
SECTION 2.2. LIST OF HOLDERS.......................................... 4
SECTION 2.3. REPORTS BY THE GUARANTEE TRUSTEE......................... 5
SECTION 2.4. PERIODIC REPORTS TO THE GUARANTEE TRUSTEE................ 5
SECTION 2.5. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT......... 5
SECTION 2.6. EVENTS OF DEFAULT; WAIVER................................ 5
SECTION 2.7. EVENT OF DEFAULT; NOTICE................................. 5
SECTION 2.8. CONFLICTING INTERESTS.................................... 6

ARTICLE III

POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

SECTION 3.1. POWERS AND DUTIES OF THE GUARANTEE TRUSTEE............... 6
SECTION 3.2. CERTAIN RIGHTS OF GUARANTEE TRUSTEE...................... 7
SECTION 3.3. COMPENSATION; INDEMNITY; FEES............................ 9

ARTICLE IV

GUARANTEE TRUSTEE

SECTION 4.1. GUARANTEE TRUSTEE; ELIGIBILITY........................... 9
SECTION 4.2. APPOINTMENT, REMOVAL AND RESIGNATION OF THE GUARANTEE
TRUSTEE.................................................. 10

ARTICLE V

GUARANTEE

SECTION 5.1. GUARANTEE................................................ 11
SECTION 5.2. WAIVER OF NOTICE AND DEMAND.............................. 11
SECTION 5.3. OBLIGATIONS NOT AFFECTED................................. 11
SECTION 5.4. RIGHTS OF HOLDERS........................................ 12
SECTION 5.5. GUARANTEE OF PAYMENT..................................... 12
SECTION 5.6. SUBROGATION.............................................. 12
SECTION 5.7. INDEPENDENT OBLIGATIONS.................................. 12

ARTICLE VI

PARENT GUARANTEE

SECTION 6.1. PARENT GUARANTEE
SECTION 6.2. PARENT GUARANTOR WAIVER OF NOTICE AND DEMAND............. 13
SECTION 6.3. PARENT GUARANTOR OBLIGATIONS NOT AFFECTED................ 13
SECTION 6.4. RIGHTS OF HOLDERS........................................ 14
SECTION 6.5. GUARANTEE OF PAYMENT..................................... 14
SECTION 6.6. SUBROGATION OF PARENT GUARANTOR.......................... 14
SECTION 6.7. INDEPENDENT OBLIGATIONS OF PARENT GUARANTOR.............. 15
SECTION 7.1. SUBORDINATION............................................ 15
SECTION 7.2. PARI PASSU GUARANTEES.................................... 15

ARTICLE VIII

TERMINATION

SECTION 8.1. TERMINATION.............................................. 15

ARTICLE IX

MISCELLANEOUS

SECTION 9.1. SUCCESSORS AND ASSIGNS................................... 16
SECTION 9.2. AMENDMENTS............................................... 16
SECTION 9.3. NOTICES.................................................. 16
SECTION 9.4. BENEFIT.................................................. 17
SECTION 9.5. GOVERNING LAW............................................ 17
SECTION 9.6. COUNTERPARTS............................................. 18

GUARANTEE AGREEMENT, dated as of _________________, 1997, among ZIONS FIRST
NATIONAL BANK, a national banking association (the "GUARANTOR"), having its
principal office at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ZIONS
BANCORPORATION, a Utah corporation (the "Parent Guarantor") and
_________________________________, a __________________________, as trustee (the
"GUARANTEE TRUSTEE"), for the benefit of the Holders (as defined herein) from
time to time of the Capital Securities (as defined herein) of ZIONS
INSTITUTIONAL CAPITAL TRUST A, a Delaware statutory business trust (the "ISSUER
TRUST").

RECITALS OF THE CORPORATION

WHEREAS, pursuant to an Amended and Restated Trust Agreement, dated as of
December 26, 1996 (the "TRUST AGREEMENT"), among Zions First National Bank, as
Depositor, the Property Trustee and the Delaware Trustee named therein and the
Administrative Trustees named therein, the Issuer Trust is issuing $200,000,000
aggregate Liquidation Amount (as defined in the Trust Agreement) of its 8.536%
Capital Securities, Series A (liquidation amount $1,000 per capital security)
(the "CAPITAL SECURITIES"), representing preferred undivided beneficial
interests in the assets of the Issuer Trust and having the terms set forth in
the Trust Agreement; and

WHEREAS, the Capital Securities will be issued by the Issuer Trust and the
proceeds thereof, together with the proceeds from the issuance of the Issuer
Trust's Common Securities (as defined herein), will be used to purchase the
Debentures (as defined in the Trust Agreement) of the Guarantor, which
Debentures will be guaranteed by the Parent Guarantor and will be deposited with
Chemical Trust Company of California, as Property Trustee under the Trust
Agreement, as trust assets; and

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

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

ARTICLE I

DEFINITIONS

SECTION 1.1. DEFINITIONS.

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

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

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

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

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

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

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

"CAPITAL SECURITIES" has the meaning specified in the recitals to this
Guarantee Agreement.

"COMMON SECURITIES" means the securities representing common undivided
beneficial interests in the assets of the Issuer Trust.

"EVENT OF DEFAULT" means (i) a default by either the Guarantor or the
Parent Guarantor in any of its respective payment obligations under this
Guarantee Agreement or (ii) a default by either the Guarantor or the Parent
Guarantor in any other obligation hereunder that remains unremedied for 30 days.

"GUARANTEE AGREEMENT" means this Guarantee Agreement, as modified, amended
or supplemented from time to time.

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

"GUARANTEE TRUSTEE" means ______________________________, solely in its
capacity as Guarantee Trustee and not in its individual capacity, until a
Successor Guarantee Trustee has been appointed and has accepted such appointment
pursuant to the terms of this Guarantee Agreement, and thereafter means each
such Successor Guarantee Trustee.

"GUARANTOR" has the meaning specified in the first paragraph of this
Guarantee Agreement.

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

"INDENTURE" means the Junior Subordinated Indenture, dated as of December
26, 1996, among Zions First National Bank, Zions Bancorporation, as guarantor
and Chemical Trust Company of California, as trustee, as the same may be
modified, amended or supplemented from time to time.

"ISSUER TRUST" has the meaning specified in the first paragraph of this
Guarantee Agreement.

"LIST OF HOLDERS" has the meaning specified in Section 2.2(a).

"MAJORITY IN LIQUIDATION AMOUNT OF THE CAPITAL SECURITIES" means, except as
provided by the Trust Indenture Act, Capital Securities representing more than
50% of the aggregate Liquidation Amount (as defined in the Trust Agreement) of
all Capital Securities then Outstanding (as defined in the Trust Agreement).

"OFFICERS' CERTIFICATE" means, with respect to any Person, a certificate
signed by the Chairman or a Vice Chairman of the Board of Directors of such
Person or the President or a Vice President of such Person, and by the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of
the Guarantor, and delivered to the Guarantee Trustee. Any Officers' Certificate
delivered with respect to compliance with a condition or covenant provided for
in this Guarantee Agreement shall include:

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

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

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

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

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

"RESPONSIBLE OFFICER" means, with respect to the Guarantee Trustee, any
Senior Vice President, any Vice President, any Assistant Vice President, the
Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, any
Trust Officer or Assistant Trust Officer or any other officer of the Corporate
Trust Department of the Guarantee Trustee and also means, with respect to a
particular matter, any other officer to whom such matter is referred because of
that officer's knowledge of and familiarity with the particular subject.

"SUCCESSOR GUARANTEE TRUSTEE" means a successor Guarantee Trustee
possessing the qualifications to act as Guarantee Trustee under Section 4.1.

"TRUST AGREEMENT" means the Amended and Restated Trust Agreement of the
Issuer Trust referred to in the recitals to this Guarantee Agreement, as
modified, amended or supplemented from time to time.

"TRUST INDENTURE ACT" means the Trust Indenture Act of 1939 as in force
at the date as of which this Guarantee Agreement was executed; PROVIDED,
HOWEVER, that in the event the Trust Indenture Act of 1939 is amended after
such date, "TRUST INDENTURE ACT" means, to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.

ARTICLE II

TRUST INDENTURE ACT

SECTION 2.1. TRUST INDENTURE ACT; APPLICATION.

Except as otherwise expressly provided herein, the Trust Indenture Act
shall apply as a matter of contract to this Guarantee Agreement for purposes of
interpretation, construction and defining the rights and obligations hereunder,
and this Guarantee Agreement, the Guarantor and the Guarantee Trustee shall be
deemed for all purposes hereof to be subject to and governed by the Trust
Indenture Act to the same extent as would be the case if this Guarantee
Agreement were qualified under that Act on the date hereof. Except as otherwise
expressly provided herein, if and to the extent that any provision of this
Guarantee Agreement limits, qualifies or conflicts with the duties imposed by
Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties
shall control.

SECTION 2.2. LIST OF HOLDERS.

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

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

SECTION 2.3. REPORTS BY THE GUARANTEE TRUSTEE.

Not later than 60 days after December 31 of each year, commencing December
31, 1996, the Guarantee Trustee shall provide to the Holders such reports as are
required by Section 313 of the Trust Indenture Act, if any, in the form and in
the manner provided by Section 313 of the Trust Indenture Act. If this Guarantee
Agreement shall have been qualified under the Trust Indenture Act, the Guarantee
Trustee shall also comply with the requirements of Section 313(d) of the Trust
Indenture Act.

SECTION 2.4. PERIODIC REPORTS TO THE GUARANTEE TRUSTEE.

The Guarantor shall provide to the Guarantee Trustee and the Holders such
documents, reports and information, if any, as required by Section 314 of the
Trust Indenture Act and the compliance certificate required by Section 314 of
the Trust Indenture Act, in the form, in the manner and at the times required by
Section 314 of the Trust Indenture Act, PROVIDED that such documents, reports
and information shall be required to be provided to the Securities and Exchange
Commission only if this Guarantee Agreement shall have been qualified under the
Trust Indenture Act.

SECTION 2.5. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

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

SECTION 2.6. EVENTS OF DEFAULT; WAIVER.

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

SECTION 2.7. EVENT OF DEFAULT; NOTICE.

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

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

SECTION 2.8. CONFLICTING INTERESTS.

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

ARTICLE III

POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

SECTION 3.1. POWERS AND DUTIES OF THE GUARANTEE TRUSTEE.

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

(b) If an Event of Default has occurred and is continuing, the Guarantee
Trustee shall enforce this Guarantee Agreement for the benefit of the Holders.

(c) The Guarantee Trustee, before the occurrence of any Event of Default
and after the curing of all Events of Default that may have occurred, shall
undertake to perform only such duties as are specifically set forth in this
Guarantee Agreement (including pursuant to Section 2.1), and no implied
covenants shall be read into this Guarantee Agreement against the Guarantee
Trustee. If an Event of Default has occurred (that has not been cured or waived
pursuant to Section 2.6), the Guarantee Trustee shall exercise such of the
rights and powers vested in it by this Guarantee Agreement, and use the same
degree of care and skill in its exercise thereof, as a prudent person would
exercise or use under the circumstances in the conduct of his or her own
affairs.

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

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

(A) the duties and obligations of the Guarantee Trustee shall be
determined solely by the express provisions of this Guarantee
Agreement (including pursuant to Section 2.1), and the Guarantee
Trustee shall not be liable except for the performance

of such duties and obligations as are specifically set forth in this
Guarantee Agreement (including pursuant to Section 2.1); and

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

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

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

(iv) Subject to Section 3.1(b), no provision of this Guarantee
Agreement shall require the Guarantee Trustee to expend or risk its own
funds or otherwise incur personal financial liability in the performance of
any of its duties or in the exercise of any of its rights or powers, if the
Guarantee Trustee shall have reasonable grounds for believing that the
repayment of such funds or liability is not reasonably assured to it under
the terms of this Guarantee Agreement or indemnity reasonably satisfactory
to it against such risk or liability is not reasonably assured to it.

SECTION 3.2. CERTAIN RIGHTS OF GUARANTEE TRUSTEE.

(a) Subject to the provisions of Section 3.1:

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

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

(iii) Whenever, in the administration of this Guarantee Agreement, the
Guarantee Trustee shall deem it desirable that a matter be proved or
established before taking, suffering or omitting to take any action
hereunder, the Guarantee Trustee (unless other evidence is

herein specifically prescribed) may, in the absence of bad faith on its
part, request and conclusively rely upon an Officers' Certificate which,
upon receipt of such request from the Guarantee Trustee, shall be promptly
delivered by the Guarantor.

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

(v) The Guarantee Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Guarantee Agreement at the
request or direction of any Holder unless such Holder shall have provided
to the Guarantee Trustee such security and indemnity reasonably
satisfactory to it as would satisfy a reasonable person in the position of
the Guarantee Trustee against the costs, expenses (including attorneys'
fees and expenses) and liabilities that might be incurred by it in
complying with such request or direction, including such reasonable
advances as may be requested by the Guarantee Trustee; PROVIDED that
nothing contained in this Section 3.2(a)(v) shall be taken to relieve the
Guarantee Trustee, upon the occurrence of an Event of Default, of its
obligation to exercise the rights and powers vested in it by this Guarantee
Agreement.

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

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

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

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

SECTION 3.3. COMPENSATION; INDEMNITY; FEES.

The Guarantor agrees:

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

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

(c) to indemnify the Guarantee Trustee and its directors, officers,
employees and agents for, and to hold it harmless against, any loss,
liability or expense incurred without negligence, wilful misconduct or bad
faith on the part of the Guarantee Trustee, arising out of or in connection
with the acceptance or administration of this Guarantee Agreement,
including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its
powers or duties hereunder.

The Guarantee Trustee will not claim or exact any lien or charge on any
Guarantee Payments as a result of any amount due to it under this Guarantee
Agreement.

ARTICLE IV

GUARANTEE TRUSTEE

SECTION 4.1. GUARANTEE TRUSTEE; ELIGIBILITY.

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

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

(ii) be a Person that is eligible pursuant to the Trust Indenture Act
to act as such and has a combined capital and surplus of at least
$10,000,000, and shall be a corporation meeting the requirements of Section
310(a) of the Trust Indenture Act. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of its
supervising or examining authority, then, for the purposes of this
Section 4.1 and to the extent permitted by the Trust Indenture Act, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published.

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

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

SECTION 4.2. APPOINTMENT, REMOVAL AND RESIGNATION OF THE GUARANTEE TRUSTEE.

(a) Subject to Section 4.2(c), the Guarantee Trustee may be appointed or
removed at any time by the action of the Holders of a Majority in Liquidation
Amount of the Capital Securities delivered to the Guarantee Trustee and the
Guarantor (i) for cause or (ii) if a Debenture Event of Default (as defined in
the Trust Agreement) shall have occurred and be continuing at any time.

(b) Subject to Section 4.2(c), the Guarantee Trustee may resign from office
(without need for prior or subsequent accounting) by giving written notice
thereof to the Holders and the Guarantor and by appointing a successor Guarantee
Trustee. The Guarantee Trustee shall appoint a successor by requesting from at
least three Persons meeting the requirements of Section 4.1(a) their expenses
and charges to serve as the Guarantee Trustee, and selecting the Person who
agrees to the lowest expenses and charges.

(c) The Guarantee Trustee appointed hereunder shall hold office until a
Successor Guarantee Trustee shall have been appointed and shall have accepted
such appointment. No removal or resignation of a Guarantee Trustee shall be
effective until a Successor Guarantee Trustee has been appointed and has
accepted such appointment by written instrument executed by such Successor
Guarantee Trustee and delivered to the Guarantor and, in the case of any
resignation, the resigning Guarantee Trustee.

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

(e) If a resigning Guarantee Trustee shall fail to appoint a successor, or
if a Guarantee Trustee shall be removed or become incapable of acting as
Guarantee Trustee and a replacement shall not be appointed prior to such
resignation or removal, or if a vacancy shall occur in the office of Guarantee
Trustee for any cause, the Holders of the Capital Securities, by the action of
the Holders of record of not less than 25% in aggregate Liquidation Amount (as
defined in the Trust Agreement) of the Capital Securities then Outstanding (as
defined in the Trust Agreement) delivered to such Guarantee Trustee, may appoint
a Successor Guarantee Trustee or Trustees. If no successor Guarantee Trustee
shall have been so appointed by the Holders of the Capital Securities and
accepted appointment, any Holder, on behalf of such ▇▇▇▇▇▇ and all others
similarly situated, or any other Guarantee Trustee, may petition any court of
competent jurisdiction for the appointment of a successor Guarantee Trustee.

ARTICLE V

GUARANTEE

SECTION 5.1. GUARANTEE.

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

SECTION 5.2. WAIVER OF NOTICE AND DEMAND.

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

SECTION 5.3. OBLIGATIONS NOT AFFECTED.

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

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

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

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

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

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

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

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

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

SECTION 5.4. RIGHTS OF HOLDERS.

The Guarantor expressly acknowledges that: (i) this Guarantee Agreement
will be deposited with the Guarantee Trustee to be held for the benefit of the
Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee
Agreement on behalf of the Holders; (iii) the Holders of a Majority in
Liquidation Amount of the Capital Securities have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust
or power conferred upon the Guarantee Trustee under this Guarantee Agreement;
and (iv) any Holder may institute a legal proceeding directly against the
Guarantor to enforce its rights under this Guarantee Agreement without first
instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust
or any other Person.

SECTION 5.5. GUARANTEE OF PAYMENT.

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

SECTION 5.6. SUBROGATION.

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

SECTION 5.7. INDEPENDENT OBLIGATIONS.

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

ARTICLE VI

PARENT GUARANTEE

SECTION 6.1. PARENT GUARANTEE.

The Parent Guarantor irrevocably and unconditionally agrees to pay in full
to the Holders any amounts payable hereunder by the Guarantor to the extent not
paid by the Guarantor and not caused by the Guarantor to be paid by the Issuer
Trust (without duplication of amounts theretofore paid by or on behalf of the
Guarantor or the Issuer Trust), as and when due, regardless of any defense,
right of set-off or counterclaim that the Guarantor may have or assert, except
the defense of payment. The Parent Guarantor's obligation to make a Guarantee
Payment may be satisfied by direct payment of the required amounts by the Parent
Guarantor to the Holders or by causing the Guarantor or the Issuer Trust to pay
such amounts to the Holders.

SECTION 6.2. PARENT GUARANTOR WAIVER OF NOTICE AND DEMAND.

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

SECTION 6.3. PARENT GUARANTOR OBLIGATIONS NOT AFFECTED.

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

(a) the release or waiver, by operation of law or otherwise, of the
performance or observance by the Issuer Trust or the Guarantor of any
express or implied agreement, covenant, term or condition relating to the
Capital Securities or the Guarantee set forth in Article V hereof to be
performed or observed by the Issuer Trust or the Guarantor, respectively;

(e) any invalidity of, or defect or deficiency in, the Capital
Securities or the guarantee set forth in Article V hereof;

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

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

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

SECTION 6.4. RIGHTS OF HOLDERS.

The Parent Guarantor expressly acknowledges that: (i) this Guarantee
Agreement will be deposited with the Guarantee Trustee to be held for the
benefit of the Holders; (ii) the Guarantee Trustee has the right to enforce this
Guarantee Agreement on behalf of the Holders; (iii) the Holders of a Majority in
Liquidation Amount of the Capital Securities have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust
or power conferred upon the Guarantee Trustee under this Guarantee Agreement;
and (iv) any Holder may institute a legal proceeding directly against the Parent
Guarantor to enforce its rights under this Guarantee Agreement without first
instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust,
the Guarantor or any other Person.

SECTION 6.5. GUARANTEE OF PAYMENT.

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

SECTION 6.6. SUBROGATION OF PARENT GUARANTOR.

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

violation of the preceding sentence, the Parent Guarantor agrees to hold such
amount in trust for the Holders and to pay over such amount to the Holders.

SECTION 6.7. INDEPENDENT OBLIGATIONS OF PARENT GUARANTOR.

The Parent Guarantor acknowledges that its obligations hereunder are
independent of the obligations of the Guarantor with respect to the Guarantee
set forth in Article V hereof and independent of the obligations of the Issuer
Trust with respect to the Capital Securities and that the Parent Guarantor shall
be liable as principal and as debtor hereunder to make payments pursuant to the
terms of this Article VI notwithstanding the occurrence of any event referred to
in subsections (a) through (g), inclusive, of Section 6.3 hereof.

ARTICLE VII

COVENANTS AND SUBORDINATION

SECTION 7.1. SUBORDINATION.

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

SECTION 7.2. PARI PASSU GUARANTEES.

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

ARTICLE VIII

TERMINATION

SECTION 8.1. TERMINATION.

This Guarantee Agreement shall terminate and be of no further force and
effect upon (i) full payment of the Redemption Price (as defined in the Trust
Agreement) of all Capital Securities, (ii) the distribution of Debentures to the
Holders in exchange for all of the Capital Securities or (iii) full

payment of the amounts payable in accordance with Article IX of the Trust
Agreement upon liquidation of the Issuer Trust. Notwithstanding the foregoing,
this Guarantee Agreement will continue to be effective or will be reinstated, as
the case may be, if at any time any Holder is required to repay any sums paid
with respect to Capital Securities or this Guarantee Agreement.

ARTICLE IX

MISCELLANEOUS

SECTION 9.1. SUCCESSORS AND ASSIGNS.

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

SECTION 9.2. AMENDMENTS.

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

SECTION 9.3. NOTICES.

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

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

Zions Bancorporation
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇

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

Zions First National Bank
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇

(c) if given to the Guarantee Trustee, at the Issuer Trust's address or
telecopy number set forth below or such other address or telecopy number as the
Guarantee Trustee may give notice to the Guarantor and Holders:

-------------------------
-------------------------
-------------------------
-------------------------
Attention:
---------------
Telecopy:
---------------
with a copy to:

Zions Institutional Capital Trust A
c/o Zions First National Bank
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇

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

SECTION 9.4. BENEFIT.

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

SECTION 9.5. GOVERNING LAW.

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

SECTION 9.6. COUNTERPARTS.

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

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

ZIONS FIRST NATIONAL BANK

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

ZIONS BANCORPORATION,
as Parent Guarantor

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

-----------------------------,
as Guarantee Trustee

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

STATE OF )
: ss.:
COUNTY OF )

On the th day of December 1996, before me personally came ______________,
to me known, who, being by me duly sworn, did depose and say that he is
______________________ of Zions Bancorporation, one of the associations
described in and which executed the foregoing instrument; that he/she knows the
seal of said assocation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors of
said assocation; and that he/she signed his name thereto by like authority.

-----------------------------------------------
Notary Public

STATE OF )
: ss.:
COUNTY OF )

On the th day of December 1996, before me personally came ______________,
to me known, who, being by me duly sworn, did depose and say that he/she is
______________________ of Zions First National Bank one of the associations
described in and which executed the foregoing instrument; that he/she knows the
seal of said association; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors of
said assocation; and that he/she signed his name thereto by like authority.

---------------------------------------------
Notary Public

STATE OF )
: ss.:
COUNTY OF )

On the th day of December 1996, before me personally came ______________,
to me known, who, being by me duly sworn, did depose and say that he/she is
______________________ of ___________________________, one of the corporations
described in and which executed the foregoing instrument; that he/she knows the
seal of said corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors of
said corporation; and that he/she signed his name thereto by like authority.

----------------------------------------------
Notary Public

AS GUARANTEE TRUSTEE RELATING TO

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