Bottom schematic. The power of the overvoltage is clamped by a Diode and Zener. The 10 and 1k resistors limit the current. This is good for TTL but not good for analog if the signal voltage is near 4V. Low voltage Zeners will leak current. The knee is soft. You will see errors in the voltage.
Top schematic. The Zener problem goes away. You can have the input signal in the 0 to 5V range without problems. But now if the power in the overvoltage is too much it will lift the +5V supply. It the wire is connected to +12V it will lift the 5V supply. In this example you will have about 0.5A flowing into the +5V.