2005 STOCK OPTION AND INCENTIVE PLAN
STANDARD RESTRICTED STOCK AWARD AGREEMENT
This Restricted Stock Award Agreement (this “Agreement ” ) is made and entered into as of the date set forth on
Exhibit A (the “ Grant Date ”) by and between Zions Bancorporation, a Utah corporation (the “Company” ), and the person
named on Exhibit A (the “Grantee” ) pursuant to the Company’s 2005 Stock Option and Incentive Plan (the “Plan” ).
Capitalized terms not defined in this Agreement have the meanings ascribed to them in the Plan.
1. Grant of Restricted Stock . Pursuant and subject to the Plan and this Agreement, the Company hereby grants to
Grantee the number of shares (the “Restricted Stock” ) of the Company’s Common Stock (the “Common Stock” ) set forth on
Exhibit A. Grantee’s ownership of and rights with respect to the Restricted Stock are limited by the terms and conditions of the
Plan and this Agreement, including restrictions on Grantee’s right to transfer the Restricted Stock and Grantee’s obligation to
forfeit and surrender the Restricted Stock upon the occurrence of certain circumstances.
2. Transfer Restriction . Until lapse of the transfer restriction, the Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of except as specifically provided in the Plan or this Agreement.
Additional shares of Common Stock or other property distributed to the Grantee in respect of the Restricted Stock, as dividends
or otherwise, shall be subject to the same restrictions applicable to the Restricted Stock (the term “Restricted Stock” shall also
be deemed to include such other shares and property). The Restricted Stock shall be held by the Company in escrow for so long
as the Restricted Stock is subject to transfer restrictions under this Section 2 and the Plan. The Company may direct its stock
transfer agent to legend or place a stop transfer order on the Restricted Stock and any certificate issued evidencing shares of