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EXHIBIT 1.1
ZIONS
BANCORPORATION
AMENDMENT NO. 1 TO
THE
AUCTION AGENT
AGREEMENT
dated as of April 30,
2008
Relating to the
Senior Medium-Term Notes
Program, Series A
of
ZIONS
BANCORPORATION
ZIONS DIRECT, INC.
as Auction Agent
This Amendment No. 1 to
the Auction Agent Agreement (this “Amendment”), dated
as of April 30, 2008, is by and between Zions Bancorporation,
a Utah corporation (the “Issuer”), and Zions Direct,
Inc., a Utah corporation (the “Auction
Agent”).
WHEREAS, on March 6,
2008, the Issuer and Auction Agent entered into the Auction Agent
Agreement (the “Agreement”); and
WHEREAS, the Issuer and
Auction Agent desire to amend the Agreement with respect to the
terms of the Auction Agent’s compensation in connection with
the Issuer’s Senior Medium-Term Notes Program, Series A
(collectively, the “Securities”).
NOW, THEREFORE, in
consideration of the premises and the mutual covenants contained
herein, the Issuer and the Auction Agent each a
“Party,” and together the “Parties”) agree
as follows:
| 1. |
Amendments to the Agreement . |
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a. |
Section 4.3(a) is hereby amended and restated in its
entirety as follows: |
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4.3 |
Compensation, Expenses and Indemnification . |
(a) The Issuer shall pay the
Auction Agent, at the time of settlement of any issue of a Security
by the Issuer pursuant to an Auction, a number of basis points to
be determined by mutual agreement between the Issuer and the
Auction Agent times the principal amount of Securities sold in each
Auction in consideration for all services to be
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