ZIONS BANCORPORATION AMENDMENT NO. 1 TO THE AUCTION AGENT AGREEMENT datedas of April 30, 2008 Relating to the Senior Medium-Term Notes Program, Series A of ZIONS BANCORPORATION ZIONS DIRECT, INC. as Auction Agent

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:

(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 rendered by the Auction Agent under this Agreement.

b. Section 6.3 is hereby amended and restated in its entirety as follows:

The Agreement, this Amendment and the Constituent Documents (a) constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof; and (b) are not intended to confer upon any other Person any rights or remedies hereunder. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to the Auction other than those expressly set forth in the Constituent Documents, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to the Auction, other than those referred to in clause (i) above.

IN WITNESS WHEREOF, the Parties have caused this Amendment No. 1 to the Auction Agent Agreement to be duly executed and delivered by their proper and duly authorized officers as of the date first above written.