Third Amendment to the Zions Bancorporation Payshelter



 EXHIBIT 10.21  
  
 THIRD AMENDMENT 
 TO 
  
 ZIONS BANCORPORATION PAYSHELTER 401(k)

 AND EMPLOYEE STOCK OWNERSHIP PLAN 
  
 This Third Amendment to Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan (the “Plan”) is made and entered into this
1ST day of June, 2004, by Zions Bancorporation,
hereinafter referred to as the “Employer.” 
  
 W I
T N E S S E T H: 
  
 WHEREAS, the Employer has heretofore entered
into the Plan, which Plan has been restated and amended in its entirety effective January 1, 2003; and 
  
 WHEREAS, the Employer has reserved the right to amend the Plan in whole or in part, and 
  
 WHEREAS, the Employer now desires to amend the Plan in order to clarify certain expenses as chargeable to individual
participant accounts, 
  
 NOW THEREFORE, in consideration of the
foregoing premises the Employer adopts the following amendments to the Plan as follows (changes are noted by bold italics): 
  

	 	1.	Section 14.06 is amended to read as follows: 

  
 14.06 Liability for Plan Expenses: The Plan specifically permits the payment of Plan administration and operation
expenses from the Plan’s Trust Fund. Moreover, the Plan also permits the allocation of certain administration expenses to an individual Participant’s Account whenever an expense can be specifically determined and the
Participant’s Account identified which gives rise to the expense. Expenses not attributable to particular Participant 








 
Accounts but nevertheless payable from the Trust Fund may be allocated among all Participant Accounts pro rata, or by any other appropriate
method. The Plan Sponsor shall determine in its sole discretion the extent to which Plan administration and operation expenses shall be paid from the Trust Fund or from individual Participant Accounts, provided that all such
payments and charges shall comply with ERISA and all regulations and other guidance issued by the Department of Labor. The Plan Sponsor shall be entitled to reimbursement from the Plan for payment of all Plan expenses advanced by the
Plan Sponsor (whether charged to an individual Participant’s Account or the Trust Fund as a whole) that are reasonably subject to reimbursement pursuant to ERISA and DOL regulations and other guidance, provided that no
reimbursement to the Plan Sponsor shall be made with respect to any charge applicable to an individual Participant’s Account unless the Participant has been previously informed through a summary plan description or similar document that his or
her Account may be subject to such charges. 
  

	 	2.	The first paragraph of Section 20.10 is amended to read as follows: 

  
 20.10 Qualified Domestic Relations Orders: Section 20.09 shall apply to the creation, assignment, or recognition of a right to any
benefit payable with respect to a Participant, Former Participant or Beneficiary pursuant to a Domestic Relations Order, unless such Domestic Relations Order is determined to be a Qualified Domestic Relations Order (“QDRO”). In the event
the Plan, the Trustee, or the Plan Administrator receives a Domestic Relations Order, the Plan Administrator shall promptly notify the Participant, Former Participant or Beneficiary whose benefit is the subject of such order and provide him with a
copy of the Plan’s written procedures for administering QDROs. Administration expenses incurred by the Plan with respect to the QDRO (including costs associated with review and determination of the order as a valid QDRO) shall be
chargeable to the individual Participant’s Account. Unless and until the order is set aside, the following provisions shall apply: 
  

	 	3.	This Third Amendment shall be effective January 1, 2004, and for Plan Years commencing thereafter, unless another effective date is specified herein. 

  
 IN WITNESS WHEREOF, the Employer has caused this Third Amendment to the Plan
to be duly executed as of the date and year first above written. 
  

			
	 ZIONS BANCORPORATION

		
	 By:
	 	 /s/ Merrill Wall


	 Its: