ASSUMPTION OF INDEMNITY AGREEMENT

Exhibit 10.2

ZIONS BANCORPORATION

D&O INDEMINTY ASSUMPTION
AGREEMENT

        This Assumption Agreement is entered into as of December 14, 2005, among Zions Bancorporation, a Utah corporation (“Zions”), Amegy Corporation (successor to Amegy Bancorporation, Inc., formerly known as Southwest Bancorporation of Texas, Inc.; the “Corporation”), and _____________ ( the “Indemnified Party”).

        WHEREAS, effective as of December 3, 2005, Zions acquired Amegy Bancorporation, Inc. through the merger of Amegy Bancorporation, Inc. into Independence Merger Company, Inc., a wholly owned subsidiary of Zions, and Independence Merger Company, Inc. changed its name to Amegy Corporation; and

        WHEREAS, the Indemnified Party serves as a director of the Corporation and/or serves as a director of a subsidiary of the Corporation at the request of the Corporation to serve the Corporation’s interests;

        WHEREAS, the Corporation and the Indemnified Party heretofore entered into a Director and Officer Indemnity Agreement (“the Indemnity Agreement”); and

        WHEREAS, in order to induce the Indemnified Party to continue the Indemnified Party’s service as a director of the Corporation and/or a subsidiary of the Corporation, Zions is willing to assume certain of the obligations of the Corporation under the Indemnity Agreement upon the terms and conditions contained herein;

Agreement

        NOW, THEREFORE, the parties hereto hereby agree as follows:

1.

To the extent permitted by law and its articles of incorporation and by-laws, Zions assumes and agrees to pay and perform the obligations of the Corporation under Sections 1, 2, 8 and 11(b) of the Indemnity Agreement with respect to Litigation Costs, Losses and Proceedings arising from facts, circumstances and actions taking place, existing or occurring on or after December 3, 2005. Zions obligations under such sections shall be s