EXHIBIT 3
ARTICLES OF AMENDMENT
TO THE
RESTATED ARTICLES OF INCORPORATION
OF
ZIONS BANCORPORATION
Pursuant to the provisions of Sections 16-10a-1001, et. seq, UTAH
CODE ANNOTATED (1953), as amended, ZIONS BANCORPORATION (the "Corporation")
hereby adopts these Articles of Amendment to its Restated Articles of
Incorporation:
1. The name of the Corporation is ZIONS BANCORPORATION.
2. By this amendment (the "Amendment"), Article VIII of the
Restated Articles of Incorporation of the Corporation is hereby amended to read
in its entirety as follows:
ARTICLE VIII
The aggregate number of shares of capital stock which this
corporation shall have authority to issue is 203,000,000, divided into two
classes as follows:
(A) 200,000,000 shares of Common Stock, without par
value, which shares shall be entitled to one
vote per share; and
(B) 3,000,000 shares of Preferred Stock, without
par value.
The Board of Directors of this corporation is expressly vested
with the authority to determine, with respect to any class of Preferred Stock,
the dividend rights (including rights as to cumulative, noncumulative or
partially cumulative dividends) and preferences, dividend rate, conversion
rights, voting rights, rights and terms of redemption (including sinking fund
provisions), redemption price or prices, and the liquidation preferences of any
such class of Preferred Stock. As to any series of Preferred Stock, the Board of
Directors is authorized to determine the number of shares constituting such
series, and to increase or decrease (but not below the number of shares of such
series then outstanding) the number of shares of that series.
The Board of Directors of this corporation is expressly vested
with the authority to divide the above-described class of Preferred Stock into
series and to fix and determine the variations in the relative rights and
preferences of the shares of Preferred Stock of any series so established,
including, without limitation, the following:
(i) the rate of dividend;
(ii) the price at and the terms and conditions on
which shares may be redeemed;
(iii) the amount payable upon shares in event of
involuntary liquidation;
(iv) the amount payable upon shares in event of
voluntary liquidation;
(v) sinking fund provisions for the redemption or
purchase of shares;
(vi) the terms and conditions on which shares may be
converted, if the shares of any series are issued
with the privilege of conversion; and
(vii) such other variations in the relative rights
and preferences of such shares which at the
time of the establishment of such series are
not prohibited by law.
3. The date of the adoption of the Amendment by the shareholders
of the Corporation was April 24, 1998.
4. As of February 27, 1998, the record date of the meeting of
shareholders at which the Amendment was approved, there were outstanding
69,053,648 shares of the Corporation's Common Stock, without par value, the only
class of shares of the Corporation entitled to vote and to be counted with
respect to the adoption of the Amendment, each share of which was entitled to
one (1) vote on the adoption of the Amendment.
5. The number of votes indisputably represented at the meeting of
shareholders at which the Amendment was adopted was 54,493,343, and the number
of votes cast for the adoption of the Amendment was 52,897,891, the number of
votes cast against the adoption of the Amendment was 1,463,811, and the number
of votes abstaining from voting on the Amendment was 130,837. The number of
votes cast for the adoption of the Amendment was sufficient under the
Corporation's Restated Articles of Incorporation and applicable law for the
approval of the Amendment.
The undersigned does hereby acknowledge, under penalties of
perjury, that this document is the act and deed of the Corporation, and that the
facts herein stated are true.
DATED this 24th day of April 1998.
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ZIONS BANCORPORATION
By:/s/Harris H. Simmons
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Harris H. Simmons, President