Amendment to the Trust Agreement



 EXHIBIT 10.12 
 AMENDMENT TO THE TRUST AGREEMENT 
 Establishing the 

ZIONS BANCORPORATION DEFERRED COMPENSATION PLANS TRUST 
 WHEREAS, effective October 1, 2002, the Zions Bancorporation Deferred Compensation Plan Trust (hereinafter called the “Trust”) was established by and between Zions Bancorporation
(hereinafter called the “Employer”), and CIGNA Bank & Trust Company, FSB, a federal savings bank with its principal office and place of business in the City of Hartford, Connecticut; in connection with and as part of the
Zions Bancorporation Deferred Compensation Plan (hereinafter called the “Plan”); and 
 WHEREAS, effective April 1, 2004, in
connection with the sale of CIGNA’s retirement business to Prudential Financial, Inc., CIGNA Bank & Trust Company, FSB merged with another banking institution owned by Prudential Financial, Inc. to form Prudential Bank &
Trust, FSB (hereinafter called the “Trustee”); and 
 WHEREAS, effective December 31, 2004, the Employer wishes to amend the
Trust Agreement and create a Schedule of Covered Plans (Exhibit A of the Trust Agreement) to include in the Trust additional plans the Employer has added under its Group Annuity Contract as a result of non-qualified deferred compensation legislative
changes; 
 NOW THEREFORE, the Trust Agreement is hereby amended effective April 1, 2004 as follows: 

 

	1.	The face page of the Trust Agreement is amended by deleting the name of the Trustee, CIGNA Bank & Trust Company, FSB, and by replacing it in its entirety with
Prudential Bank & Trust, FSB. 

  

	2.	The first paragraph of the Trust Agreement is amended by deleting the name of the Trustee and by replacing it in its entirety with Prudential Bank & Trust,
FSB, a federally-chartered thrift with its principal office and place of business in the City of Hartford, Connecticut. 

 NOW
THEREFORE, the Trust Agreement is hereby amended effective December 31, 2004 as follows: 
  

	1.	A Schedule of Covered Plans (Exhibit A of the Trust Agreement) is created and attached hereto and forms a part hereof. 


 

	2.	The name of the Plan, Zions Bancorporation Deferred Compensation Plan, in the second paragraph of the Trust Agreement is deleted and replaced in its entirety by Zions
Bancorporation Deferred Compensation Plans. 









	3.	The face page and Section 1(d) of the Trust Agreement is amended by deleting the name of the Trust, Zions Bancorporation Deferred Compensation Plan Trust, and by
replacing it in its entirety with Zions Bancorporation Deferred Compensation Plans Trust. 








 IN WITNESS WHEREOF, this amendment has been executed on the dates indicated below. 

 

									
	EMPLOYER	 		 	PRUDENTIAL BANK & TRUST, FSB
					
	By	 	 /s/ Diana M. Andersen
	 		 	By	 	 /s/ Andrew F. Levesque

				
	 Its V.P. & Dir – Corp Benefits
	 		 	Its	 	 Trust Officer

					
	Date	 	 12/30/2004
	 		 	Date	 	 1/6/2005

					
	Attest	 	  
	 		 	Attest	 	 /s/ Joan M. Bobbitt









 EXHIBIT A 
 SCHEDULE OF COVERED PLANS 
  

	1.	Zions Bancorporation Deferred Compensation Plan 

  

	2.	Zions Bancorporation Post 2004 Deferred Compensation Plan 

  

	3.	Zions Bancorporation Excess Benefit Plan 

  

	4.	Zions Bancorporation Post 2004 Excess Benefit Plan