Addendum to Change in Control Agreement
This Addendum sets forth certain amendments to your Change in Control Agreement with Zions Bancorporation (the
“Change in Control Agreement”). Section 409A of the Internal Revenue Code is a new tax law provision that governs “non-
qualified deferred compensation arrangements that could impose an additional tax and penalties on some of the existing
payments and benefits to which you could become entitled under your Change in Control Agreement unless we amend those
entitlements before the end of 2008. The purpose of this Addendum is to amend these entitlements to comply with, or be exempt
from, Section 409A.
If a Change in Control event does not qualify as a “change in control event” within the meaning of Treas. Reg.
1.409A-3(i)(5)(i), then payment of any Senior Management Value Sharing Awards will vest upon the Change in Control and will
be made on the first permissible payment event under Section 409A following the Change in Control (e.g. termination of
employment, death or disability).
Unless otherwise provided in your Change in Control Agreement, any payments and benefits owed to you in
connection with the termination of your employment will be paid to you in a lump sum within 30 days following the termination
of your employment.
Notwithstanding anything to the contrary in this Agreement or elsewhere, if you are a “specified employee” as
determined pursuant to Section 409A of the Code (“Section 409A) as of the date of your “separation from service” (within the
meaning of Final Treasury Regulation 1.409A-1(h)) and if any payment or benefit provided for in this Agreement or otherwise
both (x) constitutes a “deferral of compensation” within the meaning of Section 409A and (y) cannot be paid or provided in the
manner otherwise provided without subjecting you to “additional tax”, interest or penalties under Section 409A, then any such
payment or benefit that is payable during the first six months following your “separation fr