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 subject to the terms and conditions of
               the Indemnity Agreement, including the Indemnified Party’s performance of
               Section 9 of the Indemnity Agreement. 


               



          	 	2. 	
               The Indemnified Party agrees to perform his or her obligations under Section 9
               of the Indemnity Agreement and that his or her rights hereunder are subject to
               all other terms and conditions of the Indemnity Agreement. 


               




	

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          	 	3. 	The Indemnified Party agrees that the provision of D&O
insurance by Zions or its affiliates on terms comparable
to such insurance provided to directors and officers of other Zions affiliates shall satisfy the requirements of
Section 4 of the Indemnity Agreement.
               Zions shall have no obligation to amend this Agreement or the Indemnity Agreement
               under Section 13 of the Indemnity Agreement. 


               



          	 	4. 	
               Zions may terminate this agreement by giving the Indemnified Party not less than
               30 days prior written notice in accordance with Section 15 of the Indemnity
               Agreement; provided that Zions will continue to be liable under this Agreement
               with respect to any Litigation Costs, Losses and Proceedings arising from facts,
               circumstances, events and actions taking place, existing or occurring on or
               after December 3, 2005 and prior to the effectiveness of any such termination
               (whether such Litigation Costs, Losses or Proceeding are incurred or take place
               prior to or after termination). 


               



          	 	5. 	
               Amegy Corporation shall, upon demand by Zions, promptly reimburse Zions for any
               amounts paid by Zions under this agreement. 


               



          	 	6. 	
               This agreement shall be interpreted and enforced in accordance with laws of the
               State of Utah. 


               



          	 	7. 	
               This agreement shall be binding upon and in inure to the benefit of the
               Indemnified Party, Amegy Corporation and Zions and their respective successors,
               assigns, heirs, and personal representatives. 


               



          	 	8. 	
               This agreement constitutes the entire agreement and understanding between the
               parties relating to the subject matter hereof and supercedes all prior
               agreements between the parties relating to the subject matter hereof. 


               



          	 	9. 	
               This agreement may be executed by facsimile or other electronic transmission and
               may be executed in one or more counterparts, each of which shall be deemed an
               original, and all of which, taken together, shall constitute one instrument. 


               




	

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        IN
WITNESS WHEREOF, the parties have executed this agreement as of December 14, 2005. 











	 	ZIONS BANCORPORATION


	 	By____________________________________ 


Name:_________________________________ 


Title:__________________________________ 


	 	

AMEGY BANCORPORATION


By____________________________________ 


Name:
_________________________________ 


Title:__________________________________ 






Name:
_________________________________ 












	


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