EXHIBIT 3
Amendment
to the
Restated Bylaws
of
Zions Bancorporation
September 18, 1998
The following amendment to the Restated Bylaws of the Company was adopted
today during the meeting of the Company's Board of Directors, by an affirmative
vote of two-thirds of the total number of directors constituting the Board of
Directors, pursuant to the provisions of Article XI of the Restated Bylaws:
Article II. Shareholders
Section 10. Advance Notice of Shareholder Proposals. At any
-------------------------------------------
annual or special meeting of shareholders, proposals by shareholders
and persons nominated for election as directors by shareholders shall
be considered only if advance notice thereof has been timely given as
provided herein and such proposals or nominations are otherwise proper
for consideration under applicable law and the articles of
incorporation and by-laws of the corporation. Notice of any proposal
to be presented by any shareholder or of the name of any person to be
nominated by any shareholder for election as a director of the
corporation at any meeting of shareholders shall be delivered to the
secretary of the corporation at its principal office not less than 120
days prior to the date of the meeting. Any shareholder who gives
notice of any such proposal shall deliver therewith the text of the
proposal to be presented and a brief written statement of the reasons
why such shareholder favors the proposal and setting forth such
shareholder's name and address, the number and class of all shares of
each class of stock of the corporation beneficially owned by such
shareholder and any material interest of such shareholder in the
proposal (other than as a shareholder). Any shareholder desiring to
nominate any person for election as a director of the corporation
shall deliver with such notice a statement in writing setting forth
the name of the person to be nominated, the number and class of all
shares of each class of stock of the Corporation beneficially owned by
such person, the information regarding such person required by
paragraphs (a), (e) and (f) of Item 401 of Regulation S-K adopted by
the Securities and Exchange Commission (or the corresponding
provisions of any regulation subsequently adopted by the Securities
and Exchange Commission applicable to the Corporation), such person's
signed consent to serve as a director of the corporation if elected,
such shareholder's name and address and the number and class of all
shares of each class of stock of the corporation beneficially owned by
such shareholder. As used herein, shares "beneficially owned" shall
mean all shares as to which such person, together with such person's
affiliates and associates (as defined in Rule 12b-2 under the
Securities Exchange Act of 1934), may be deemed to beneficially own
pursuant to Rules 13d-3 and 13d-5 under the Securities Exchange Act of
1934, as well as all shares as to which such person, together with
such person's affiliates and associates, has the right to become the
beneficial owner pursuant to any agreement or understanding, or upon
the exercise of warrants, options or rights to convert or exchange
(whether such rights are exercisable immediately or only after
the passage of time or the occurrence of conditions). The person
presiding at the meeting, in addition to making any other
determinations that may be appropriate to the conduct of the
meeting, shall determine whether such notice has been duly given
and shall direct that proposals and nominees not be considered if
such notice has not been given.
/s/ Dale M. Gibbons
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Dale M. Gibbons
Secretary