EXHIBIT 4.1
THIS SECURITY IS AN UNSECURED
SENIOR DEBT OBLIGATION OF ZIONS BANCORPORATION. THIS SECURITY IS
NOT A DEPOSIT OR SAVINGS ACCOUNT AND IS NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR
INSTRUMENTALITY. THIS SECURITY IS NOT GUARANTEED UNDER THE FEDERAL
DEPOSIT INSURANCE CORPORATION’S TEMPORARY LIQUIDITY GUARANTEE
PROGRAM.
THIS SECURITY IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED
TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE
THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR
A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR
IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN
SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO ZIONS
BANCORPORATION, OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.
ZIONS BANCORPORATION
7.75% Senior Notes due
September 23, 2014
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No.
1
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$450,000,000
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CUSIP
No. 989701AX5
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ISIN No.
US989701AX56
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ZIONS BANCORPORATION, a corporation
duly organized and existing under the laws of the State of Utah
(herein called the “Company”, which term includes any
successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of Four Hundred Fifty Million
Dollars ($450,000,000) on September 23, 2014, and to pay
interest thereon from September 23, 2009 or from the most
recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually on March 23 and
September 23 in each year, commencing March 23, 2010, at
the rate of 7.75% per annum, until the principal hereof is
paid or made available for payment (each such date, an
“Interest Payment Date”). Any premium and any such
installment of interest that is overdue at any time shall also bear
interest (to the extent that the payment of such interest shall be
legally enforceable), at the rate per annum at which the principal
then bears interest, from the date any such overdue amount first
becomes due until it is paid or made available for payment.
Notwithstanding the foregoing, interest on any principal, premium
or installment of interest that is overdue shall be payable on
demand. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in
such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest, which
shall be the March 8 or September 8 (whether or not a
Business Day), as the case may be, next preceding such Interest
Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee,
notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or
be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in
said Indenture.
Interest on this Security shall be
calculated on a pro rata basis using a 30-day month and a 360-day
year.
In the event that an Interest
Payment Date is not a Business Day, interest will be paid on the
next day that is a Business Day, with the same force and effect as
if made on the Interest Payment Date, and without any interest or
other payment with respect to the delay. If the date of Stated
Maturity for the principal falls on a day that is not a Business
Day, the payment of the principal amount of this Security will be
made on the next succeeding Business Day and no interest will
accrue for the period from and after such date of Stated Maturity.
“Business Day,” with respect to this Security, is a day
other than a Saturday, a Sunday or any other day on which banking
institutions in Salt Lake City, Utah or New York City generally are
authorized or required by law or executive order to
close.
Payment of the principal of (and
premium, if any) and any such interest on this Security will be
made at the office or agency of the Company maintained for that
purpose in Salt Lake City, Utah in such coin or currency of the
United States of America as at the time of payment is legal tender
for payment of public and private debts; provided ,
however , that at the option of the Company payment of
interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security
Register.
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Reference is hereby made to the
further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
Unless the certificate of
authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Security shall not
be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
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I N W
ITNESS W HEREOF ,
the Company has caused this instrument to be duly executed under
its corporate seal.
Dated: September 23,
2009
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ZIONS
BANCORPORATION
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By
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Name:
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Doyle L.
Arnold
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Title:
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Chief Financial
Officer
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Att