Issuer:

Zions Bancorporation

Securities Offered:

Floating Rate Senior Unsecured Notes due September 15, 2008 (the “Notes”)

CUSIP:

989701 AS6

Principal Amount:

$145,000,000

Public Offering Price:

100.00%

Initial Settlement Date:

September 28, 2006

Coupon:

Three-month LIBOR plus 12 bps, reset quarterly

Interest Payment Dates:

Interest will be paid quarterly on March 15, June 15, September 15 and December 15, commencing December 15, 2006

Maturity:

September 15, 2008

Optional Redemption:

Not callable

Use of Proceeds:

We will apply the net proceeds from the sale of the Senior Notes towards retiring the following Subordinated Notes and Trust Preferred Securities:

$98,425,000 Subordinated Notes due 10/15/2011 (Callable 10/15/2006),
$170,000,000 8.536% Trust Preferred Securities due 12/15/2026 (Callable 12/15/2006).

Pending such use, we may temporarily invest net proceeds.

Exchange Listing:

The Notes will not be listed on any national securities exchange

Denomination:

$1,000 and integral multiples thereof

Book-Entry System:

The Notes will be issued only in fully registered form without interest coupons. Beneficial interests in the Notes will be shown on, and transfers of those beneficial interest can only be made through, records maintained by the Depository Trust Company, or DTC, and its participants.

Series:

The Notes will be a separate series of debt securities under the Indenture, initially limited to $145,000,000 aggregate principal amount. We may, however, re-open this series of notes, and issue additional Notes of this series under the Indenture in the future.

Ratings:

A3 (Moody’s); BBB+ (Standard & Poor’s); A (low) (DBRS); and A- (Fitch)

Placement Agent:

Zions Direct, Inc.

Placement Agent Fee:

0.10%

Trustee:

J.P. Morgan Trust Company, N.A.

Issuing / Paying Agent:

Zions First National Bank