BOARD OF GOVERNORS

OF THE

FEDERAL RESERVE SYSTEM

WASHINGTON, D. C. 20551

ADDRESS OFFICIAL CORRESPONDENCE

TO THE BOARD

September 28, 2004

H. Rodgin Cohen, Esq.

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004-2498

Dear Mr. Cohen:

This letter responds to a request by Zions Bancorporation,

Salt Lake City, Utah (“Zions”), a bank holding company, and American Express

Company, New York, New York (“American Express”), for an exemption from

the prohibitions of the Depository Institutions Management Interlocks Act, 

12 U.S.C. § 3201 et seq. (“Interlocks Act”), and the Board's Regulation L,

12 C.F.R. Part 212. Zions and American Express have requested that the Board

permit Mr. Stephen D. Quinn to continue to serve as a director of Zions while also

serving on the boards of directors of American Express'ssubsidiaries, American 

Express Banking Corporation and American Express Bank, Ltd., both also in New

York, pursuant to the general exemption provision of Regulation L, 12 C.F.R.

212.6.

The federal depository institutions regulatory agencies have

previously agreed that requests for exemptions from the prohibitions of the

Interlocks Act need only be presented to the primary regulator of the institution

adding the management official. Federal Reserve Regulatory Service 3-831.

American Express filed a request with the Office of Thrift Supervision (“OTS”) for

an exemption from the Interlocks Act and the OTS's management official interlock

rules for the proposed interlock. The OTS is the primary regulator of American

Express's subsidiary thrift, American Express Bank, FSB, also in Salt Lake City

(“American Express FSB”), and it is because American Express FSB's assets

exceed $1.5 billion that the proposed interlock is prohibited.1

1The Interlocks Act and Regulation L prohibit a management official of a 

depository organization with total assets exceeding $2.5 billion, or of any affiliate

thereof, from also serving at the same time as a management official of an

unaffiliated depository organization with total assets exceeding $1.5 billion, or of
The General Counsel of the Board has reviewed your request for an 

exemption from the Interlocks Act and, after consulting with the OTS, has

determined that the exemption request was properly filed with the OTS, as the 

primary regulator of American Express FSB. See 12 C.F.R. 563f.8. The OTS

approved this request on August 12, 2004, determining that the proposed interlock

would not result in a monopoly or a substantial lessening of competition and would

not present safety and soundness concerns. Based on the foregoing and all the 

facts of the record, the General Counsel, therefore, has determined that the 

proposed interlock does not require the Board's approval.

Sincerely yours,

(signed)

Robert deV. Frierson

Deputy Secretary of the Board

cc: Federal Reserve Bank of San Francisco

David Bristol, Esq., Office of Thrift Supervision

Stanley F. Farrar, Esq., Sullivan & Cromwell LLP

any affiliate thereof. 12 U.S.C. § 3203; 12 C.F.R. 212.3(c). Zions has total assets

in excess of $2.5 billion, causing this prohibition to apply to any management

interlock between Zions and its affiliates, on the one hand, and American Express

and its affiliates, on the other.