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Exhibit 10.2    
    


2007 Form for New Non-Employee Directors

Restricted Stock Unit Agreement—Annual Grant  


YEAR 2000 UNIONBANCAL CORPORATION

MANAGEMENT STOCK PLAN

NON-EMPLOYEE DIRECTOR

RESTRICTED STOCK UNIT AGREEMENT  


        This Agreement is made as of                        (the "Award
Date"), between UnionBanCal Corporation (the "Company") and                        ("Participant").
 


WITNESSETH: 


        WHEREAS,
the Company has adopted the Year 2000 UnionBanCal Corporation Management Stock Plan (the "Plan") as an amendment and restatement of the predecessor UnionBanCal Corporation
Management Stock Plan authorizing the transfer of common stock of the Company ("Stock") to eligible individuals in connection with the performance of services for the Company and its Subsidiaries (as
defined in the Plan). The Plan is administered by the Executive Compensation and Benefits Committee ("Committee") of the Company's Board of Directors and is incorporated in this Agreement by reference
and made a part of it; and 


        WHEREAS,
the Company regards Participant as a valuable contributor to the Company, and has determined that it would be to the advantage and interest of the Company and its stockholders
to grant
to Participant the Restricted Stock Units provided for in this Agreement, subject to restrictions, as an inducement to remain in the service of the Company and as an incentive for increased efforts
during such service; 


        NOW,
THEREFORE, in consideration of the foregoing premises, and the mutual covenants herein contained, the parties to this Agreement hereby agree as follows: 


	1.
	Restricted Stock Unit Award.    As of the Award Date, the Company hereby grants to
Participant                        Restricted
Stock Units (the "Regular Grant"). Each Restricted Stock Unit represents the right to receive one share of Stock, subject to the vesting and other terms and conditions set forth in this Agreement.



	2.
	Vesting.



	(a)
	The
Regular Grant awarded under Section 1 shall become vested and nonforfeitable in accordance with the following schedule so long as Participant remains in service as a
Non-Employee Director of the Company (or any of its Subsidiaries).



	(1)
	On                        ,
100% of the Regular Grant shall become fully vested and nonforfeitable.






	(b)
	If
Participant ceases to be a Non-Employee Director of the Company or any of its Subsidiaries for any reason other than death, disability within the meaning of
Section 22(e)(3) of the Internal Revenue Code of 1986, as amended ("Disability"), or retirement from the Board as defined from time to time in the section entitled "Rotation of the Directors"
of the Company's Corporate



	(c)
	Governance
Guidelines ("Retirement"), all Restricted Stock Units to the extent not yet vested under subsection (a) on the date Participant ceases to be a
Non-Employee Director shall be forfeited by Participant without payment of any consideration to Participant therefore. 





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	(d)
	If
Participant's service as a Non-Employee Director of the Company (or any of its Subsidiaries) terminates by reason of death, Disability or Retirement, or if the Company
is subject to a Change in Control (as defined below) while Participant is a Non-Employee Director of the Company (or any of its Subsidiaries), Participant's interest in all Restricted
Stock Units awarded hereunder shall become fully vested and nonforfeitable as of the date of death, Disability, Retirement or Change in Control.



	(e)
	The
Committee may, in its sole discretion, accelerate the vesting of the Regular Grant on a pro rata basis if Participant does not stand for re-election as a member of the
Board of Directors of the Company and its Subsidiaries, effective upon termination of such service.






	3.
	Limitations on Rights Associated with Restricted Stock Units.    Participant's Restricted Stock Units shall be credited to a
memorandum account on the books of the Company ("Restricted Stock Unit Account"). The Restricted Stock Units credited to a Participant's Restricted Stock Unit Account shall be used solely as a device
for the determination of the number of shares of Stock to be distributed eventually to the Participant under the Plan pursuant to Section 5. The Restricted Stock Units shall not be treated as
property or as a trust fund of any kind. No Participant shall be entitled to any voting or other stockholder rights with respect to Restricted Stock Units granted or credited under the Plan. The
number of Restricted Stock Units credited (and the Stock to which the Participant is entitled upon distribution under the Plan) shall be subject to adjustment in accordance with Section 6
hereof and Section 3(b) of the Plan. This Agreement shall create only a contractual obligation on the part of the Company as to such amounts and shall not be construed as creating a trust. The
Plan, in and of itself, has no assets. A Participant shall have only the rights of a general unsecured creditor of the Company with respect to amounts credited and rights no greater than the right to
receive the Stock (or equivalent value) as a general unsecured creditor.



	4.
	Dividend Equivalent Credits to Restricted Stock Unit Accounts.    As of each date on which dividends are paid with respect to
the Stock, a Participant's Restricted Stock Unit Account shall be credited with additional Restricted Stock Units in an amount equal to (i) the amount of the dividends paid on that number of
shares of Stock equal to the aggregate number of Restricted Stock Units allocated to the Participant's Restricted Stock Unit Account as of that date divided by (ii) the Fair Market Value (as
defined in the Plan) of a share of Stock as of such date. The additional Restricted Stock Units credited as dividend equivalents shall be subject to the same vesting and forfeiture restrictions as the
underlying Restricted Stock Units with respect to which they are credited.



	5.
	Distribution of Stock.



	(a)
	General.    Unless Participant has made a timely election to defer in accordance with the provisions of this Agreement, the
Company shall issue to Participant one share of Stock for each Restricted Stock Unit credited to Participant's Restricted Stock Unit Account on the date such Restricted Stock Unit becomes vested or as
soon as administratively practicable thereafter. Fractions of shares shall be paid in cash in connection with any distribution. All shares of Stock issued hereunder shall be deemed issued to
Participant as fully paid and nonassessable shares, and Participant shall have all rights of a stockholder with respect thereto, including the right to vote, to receive dividends (including stock
dividends), to participate in stock splits or other recapitalizations, and to exchange such shares in a merger, consolidation or other reorganization. Participant hereby acknowledges that Participant
is acquiring the Stock issued hereunder for investment and not with a view to the distribution thereof, and that Participant does not intend to subdivide Participant's interest in the Stock with any
other person.



	(b)
	Deferral Elections.    Participant may elect to defer the delivery of shares of Stock subject to Restricted Stock Units that
vest pursuant to this Agreement in accordance with the rules set 





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forth
below and any rules and procedures that may hereafter be adopted by the Committee. Unless otherwise provided by the Committee in accordance with the requirements of Section 409A of the
Internal Revenue Code of 1986, as amended (the "Code"), deferral elections must be in writing, must be received by the Company at its headquarters and become irrevocable
before                        , and
shall not be effective with respect to amounts that become payable during            . 



	(c)
	Time of Distribution. 





A
deferral election shall specify the date as of which the distribution shall be made or commence (the "Payment Date"), which shall be either: 


	(1)
	Participant's
termination of service for any reason as a member of the Board of Directors of the Company and its Subsidiaries, or



	(2)
	A
date certain subsequent to the calendar year in which the Restricted Stock Units subject to a grant are scheduled to become fully vested pursuant to Section 2(a). 








Participant
may not change the election of a Payment Date with respect to any Restricted Stock Units deferred under this Agreement unless otherwise permitted by the Committee in accordance with the
requirements of Section 409A of the Code. 



	(d)
	Method of Distribution. 





A
deferral election shall specify the method in which the distribution of Stock shall be made, as elected by the Participant, which shall be either: 


	(1)
	in
a single distribution on the Payment Date, or as soon as the Company determines is administratively feasible (but not more than 90 days) thereafter,



	(2)
	in
four substantially equal annual installments, commencing on the Payment Date, or as soon as the Company determines is administratively feasible (but not more than 90 days)
thereafter, or



	(3)
	in
ten substantially equal annual installments, commencing on the Payment Date, or as soon as the Company determines is administratively feasible (but not more than 90 days)
thereafter. 






A
Participant may not change the method of any distribution election with respect to any Restricted Stock Units deferred under this Agreement unless otherwise permitted by the Committee in accordance
with the requirements of Section 409A of the Code. 



	(e)
	Effect of Death, Disability or Change in Control.    Notwithstanding Sections 5(b), (c) or (d) hereof, if Participant
dies or becomes disabled within the meaning of Section 22(e)(3) of the Code, or if the Company is subject to a Change in Control (as defined below), the vested Restricted Stock Units then
credited to Participant's Restricted Stock Unit Account shall be settled by means of a single distribution of shares of Stock as soon as the Company determines is administratively practicable (but not
more than 90 days) thereafter. Notwithstanding the foregoing, the settlement of Participant's Restricted Stock Unit Account shall not be accelerated upon a Change in Control unless the Change
in Control satisfies the applicable requirements for a distribution in compliance with Section 409A(a)(2) of the Code.



	(f)
	Change in Control.    For purposes of this Agreement, a "Change in Control" of the Company shall be deemed to have occurred
upon the happening of any of the following events: consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets or stock of the
Company or the acquisition of the assets or stock of another entity ("Business Combination"); excluding, however, such a Business 



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Combination
pursuant to which (a) a Permitted Holder will beneficially own, directly or indirectly, 30% or more of, respectively, the outstanding shares of common stock, and the combined voting
power of the then outstanding voting securities entitled to vote generally in the election of directors (together, the "Company Stock"), as the case may be, of the corporation resulting from such
Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through
one or more subsidiaries), and (b) no individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended, has a greater
beneficial interest, directly or indirectly, in the Company Stock than a Permitted Holder. For purposes of this definition, "Permitted Holder" shall mean (i) The Bank of Tokyo-Mitsubishi
UFJ, Ltd. or any successor thereto ("BTMU"), (ii) an employee benefit plan of BTMU or (iii) a corporation controlled by BTMU. 



	(g)
	Form of Distribution.    Restricted Stock Units may be settled only in whole shares of Stock. Fractional shares shall be
settled in cash.



	(h)
	15% Premium for Retirement Deferrals.    If Participant makes a timely election pursuant to this Agreement to defer delivery
of shares of Stock subject to the Restricted Stock Units until termination of service as a member of the Board of Directors of the Company and its Subsidiaries, and if Participant terminates service
(i) on or after completing five years of Board service, (ii) due to death or Disability, or (iii) on or after a Change in Control, Participant will be credited with an additional
number of Restricted Stock Units equal to 15% of the number of vested Restricted Stock Units granted pursuant to Section 1 of this Agreement, and dividend equivalents with respect to such
additional Restricted Stock Units as if such units had been credited to Participant's Restricted Stock Unit Account on the Award Date. The additional Restricted Stock Units credited pursuant to this
Section 5(h) shall be settled upon such termination of Board service.



	(i)
	Section 409A.    This Agreement is intended to comply with the requirements of Section 409A of the Code and
shall be interpreted in accordance therewith.






	6.
	Adjustments in Case of Corporate Transactions.    If there should be any change in the Company's Stock through merger,
consolidation, reorganization, recapitalization, reincorporation, stock split, stock dividend (in excess of 2 percent) or other change in the corporate structure of the Company, the Board of
Directors and the Committee shall make appropriate adjustments in order to preserve but not to duplicate or otherwise increase the benefit to Participant (taking into account any dividend equivalents
credited pursuant to Section 4), including adjustments in the number of Restricted Stock Units credited to Participant's Restricted Stock Unit Account (which shall remain subject to the same
vesting and forfeiture schedule otherwise applicable to the Restricted Stock Units prior to adjustment). Any adjustment made pursuant to this Section 6 as a consequence of a change in the
corporate structure of the Company shall not entitle Participant to receive a number of shares of Stock of the Company or shares of stock of any successor company greater than the number of shares the
Participant would receive if, prior to such change, Participant had actually held a number of shares of Stock equal to the number of Restricted Stock Units then credited to his or her Restricted Stock
Unit Account.



	7.
	Limitation on Eligible Directors.    This Agreement and the award of Restricted Stock Units hereunder shall not give
Participant the right to continue to serve as a member of the Board of Directors or any rights or interests other than as herein provided. 


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	8.
	Beneficiaries.



	(a)
	Beneficiary Designation.    Upon forms provided by and subject to conditions imposed by the Committee, Participant may
designate in writing the Beneficiary or Beneficiaries (as defined below) whom such Participant desires to receive any amounts payable under this Agreement after his or her death. A Beneficiary
designation must be signed and dated by Participant and delivered to the Committee to become effective. The Company and the Committee may rely on Participant's designation of a Beneficiary or
Beneficiaries last filed in accordance with this Agreement.



	(b)
	Definition of Beneficiary.    Participant's "Beneficiary" or "Beneficiaries" shall be the person(s) designated in writing by
Participant to receive his or her benefits under this Agreement if Participant dies before receiving all of his or her benefits. In the absence of a valid or effective Beneficiary designation,
Participant's surviving spouse shall be the Beneficiary or if there is none, the Beneficiary shall be Participant's estate.






	9.
	Restrictions on Transfer.    Neither the Restricted Stock Units, nor any interest therein, nor amount payable or Stock
deliverable in respect thereof, may be sold, assigned, transferred, pledged, or otherwise disposed of, alienated, or encumbered, either voluntarily or involuntarily, other than by will or the laws of
descent and distribution, and in the event thereof, the Committee at its election may terminate the Restricted Stock Units. Stock issued upon settlement of a Restricted Stock Unit Account shall be
subject to such restrictions on transfer as may be necessary or advisable, in the opinion of legal counsel to the Company, to assure compliance with applicable securities laws.



	10.
	Notice.    Any notice or other paper required to be given or sent pursuant to the terms of this Agreement shall be
sufficiently given or served hereunder to any party when transmitted by registered or certified mail, postage prepaid, addressed to the party to be served as follows: 






	 	    Company:	 	Executive Vice President and Director of Human Resources

UnionBanCal Corporation

400 California Street, 10th Floor

San Francisco, CA 94104
	 	
    Participant:	
 	

At Participant's address as it appears under Participant's signature to this Agreement, or to such other address as Participant may specify in writing to the Company.





Any
party may designate another address for receipt of notices so long as notice is given in accordance with this Section 10. 



	11.
	Committee Decisions Conclusive.    All decisions, determinations and interpretations of the Committee arising under the Plan
or under this Agreement shall be conclusive and binding on all parties.



	12.
	Mandatory Arbitration.    Any dispute arising out of or relating to this Agreement, including its meaning or interpretation,
shall be resolved solely by arbitration before an arbitrator selected in accordance with the rules of the American Arbitration Association. The location for the arbitration shall be in San Francisco,
Los Angeles or San Diego as selected by the Company in good faith. Judgment on the award rendered may be entered in any court having jurisdiction. The party the arbitrator determines is the prevailing
party shall be entitled to have the other party pay the expenses of the prevailing party, and in this regard the arbitrator shall have the power to award recovery to such prevailing party of all costs
and fees (including attorneys fees and a reasonable allocation for the costs of the Company's in-house counsel), administrative fees, arbitrator's fees and court costs, all as determined
by the arbitrator. Absent such award of the arbitrator, each party shall pay an equal share of the arbitrator's fees. All statutes of limitation which would 


5







 

otherwise
be applicable shall apply to any arbitration proceeding under this Section 12. The provisions of this Section 12 are intended by Participant and the Company to be exclusive for
all purposes and applicable to any and all disputes arising out of or relating to this Agreement. The arbitrator who hears and decides any dispute shall have jurisdiction and authority only to award
compensatory damages to make whole a person or entity sustaining foreseeable economic damages, and shall not have jurisdiction and authority to make any other award of any type, including without
limitation, punitive damages, unforeseeable economic damages, damages for pain, suffering or emotional distress, or any other kind or form of damages. The remedy, if any, awarded by the arbitrator
shall be the sole and exclusive remedy for any dispute which is subject to arbitration under this Section 12. 



	13.
	Successors.    This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective
heirs, executors, administrators, successors and assigns. Nothing contained in the Plan or this Agreement shall be interpreted as imposing any liability on the Company or the Committee in favor of
Participant or any purchaser or other transferee of Stock with respect to any loss, cost or expense which Participant, purchaser or transferee may incur in connection with, or arising out of any
transaction involving any shares of Stock subject to the Plan or this Agreement.



	14.
	Integration.    The terms of the Plan and this Agreement are intended by the Company and the Participant to be the final
expression of their contract with respect to the shares of Stock and other amounts received under the Plan and may not be contradicted by evidence of any prior or contemporaneous agreement. The
Company and Participant further intend that the Plan and this Agreement shall constitute the complete and exclusive statement of their terms and that no extrinsic evidence whatsoever may be introduced
in any arbitration, judicial, administrative or other legal proceeding involving the Plan or this Agreement. Accordingly, the Plan and this Agreement contain the entire understanding between the
parties and supersede all prior oral, written and implied agreements, understandings, commitments and practices among the parties. In the event of any conflict among the provisions of the Plan
document and this Agreement, the Plan document shall prevail. The Company and Participant shall have the right to amend this Agreement in writing as they mutually agree.



	15.
	Waivers.    Any failure to enforce any terms or conditions of the Plan or this Agreement by the Company or by the Participant
shall not be deemed a waiver of that term or condition, nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or
power for all or any other times.



	16.
	Severability of Provisions.    If any provision of the Plan or this Agreement shall be held invalid or unenforceable, such
invalidity or unenforceability shall not affect any other provision thereof, and the Plan and this Agreement shall be construed and enforced as if neither of them included such provision.



	17.
	California Law.    The Plan and this Agreement shall be construed and enforced according to the laws of the State of
California to the extent not preempted by the federal laws of the United States of America. In the event of any arbitration proceedings, actions at law or suits in equity in relation to the Plan or
this Agreement, the prevailing party in such proceeding, action or suit shall receive from the losing party its attorneys' fees and all other costs and expenses of such proceeding, action or suit. 


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        IN
WITNESS WHEREOF, the parties hereto have duly executed this Restricted Stock Unit Agreement as of the date first above written. Participant also hereby acknowledges receipt of a copy
of the Prospectus and the Year 2000 UnionBanCal Corporation Management Stock Plan. 



	UNIONBANCAL CORPORATION	 	 
	

By	
 	

/s/  PAUL FEARER      
 Paul Fearer, Executive Vice President	
 	

 





	

Dated:	
 	

    
	
 	

    
 Participant Signature
	

 	
 	

 	
 	

    
 Participant Printed Name




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   2007 Form for New Non-Employee Directors

Restricted Stock Unit Agreement—Initial and Annual Grant  


YEAR 2000 UNIONBANCAL CORPORATION

MANAGEMENT STOCK PLAN

NON-EMPLOYEE DIRECTOR

RESTRICTED STOCK UNIT AGREEMENT  


        This Agreement is made as of                        (the "Award
Date"), between UnionBanCal Corporation (the "Company") and                        ("Participant").
 


WITNESSETH: 


        WHEREAS,
the Company has adopted the Year 2000 UnionBanCal Corporation Management Stock Plan (the "Plan") as an amendment and restatement of the predecessor UnionBanCal Corporation
Management Stock Plan authorizing the transfer of common stock of the Company ("Stock") to eligible individuals in connection with the performance of services for the Company and its Subsidiaries (as
defined in the Plan). The Plan is administered by the Executive Compensation and Benefits Committee ("Committee") of the Company's Board of Directors and is incorporated in this Agreement by reference
and made a part of it; and 


        WHEREAS,
the Company regards Participant as a valuable contributor to the Company, and has determined that it would be to the advantage and interest of the Company and its stockholders
to grant to Participant the Restricted Stock Units provided for in this Agreement, subject to restrictions, as an inducement to remain in the service of the Company and as an incentive for increased
efforts during such service; 


        NOW,
THEREFORE, in consideration of the foregoing premises, and the mutual covenants herein contained, the parties to this Agreement hereby agree as follows: 


	1.
	Restricted Stock Unit Award.    As of the Award Date, the Company hereby grants to Participant
(i)                         Restricted Stock Units (the "Initial Grant") and (ii)
                         Restricted Stock Units (the "Regular Grant"). Each Restricted Stock Unit represents the right to
receive one share of Stock, subject to the vesting and other terms and conditions set forth in this Agreement.



	2.
	Vesting.



	(a)
	The
Initial Grant awarded under Section 1 shall become vested and nonforfeitable in accordance with the following schedule so long as Participant remains in service as a
Non-Employee Director of the Company (or any of its Subsidiaries).



	(1)
	On                        ,
331/3% of the Initial Grant shall become fully vested and nonforfeitable.



	(2)
	On                        ,
331/3% of the Initial Grant shall become fully vested and nonforfeitable.



	(3)
	On                        ,
the balance of the Initial Grant shall become fully vested and nonforfeitable.






	(b)
	The
Regular Grant awarded under Section 1 shall become vested and nonforfeitable in accordance with the following schedule so long as Participant remains in service as a
Non-Employee Director of the Company (or any of its Subsidiaries).



	(1)
	On                        ,
100% of the Regular Grant shall become fully vested and nonforfeitable. 








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	(c)
	If
Participant ceases to be a Non-Employee Director of the Company or any of its Subsidiaries for any reason other than death, disability within the meaning of
Section 22(e)(3) of the Internal Revenue Code of 1986, as amended ("Disability"), or retirement from the Board as defined from time to time in the section entitled "Rotation of the Directors"
of the Company's Corporate Governance Guidelines ("Retirement"), all Restricted Stock Units to the extent not yet vested under subsections (a) and (b) on the date Participant ceases to be a
Non-Employee Director shall be forfeited by Participant without payment of any consideration to Participant therefor.



	(d)
	If
Participant's service as a Non-Employee Director of the Company (or any of its Subsidiaries) terminates by reason of death, Disability or Retirement, or if the Company
is subject to a Change in Control (as defined below) while Participant is a Non-Employee Director of the Company (or any of its Subsidiaries), Participant's interest in all Restricted
Stock Units awarded hereunder shall become fully vested and nonforfeitable as of the date of death, Disability, Retirement or Change in Control.



	(e)
	The
Committee may, in its sole discretion, accelerate the vesting of the Regular Grant on a pro rata basis if Participant does not stand for re-election as a member of the
Board of Directors of the Company and its Subsidiaries, effective upon termination of such service.






	3.
	Limitations on Rights Associated with Restricted Stock Units.    Participant's Restricted Stock Units shall be credited to a
memorandum account on the books of the Company ("Restricted Stock Unit Account"). The Restricted Stock Units credited to a Participant's Restricted Stock Unit Account shall be used solely as a device
for the determination of the number of shares of Stock to be distributed eventually to the Participant under the Plan pursuant to Section 5. The Restricted Stock Units shall not be treated as
property or as a trust fund of any kind. No Participant shall be entitled to any voting or other stockholder rights with respect to Restricted Stock Units granted or credited under the Plan. The
number of Restricted Stock Units credited (and the Stock to which the Participant is entitled upon distribution under the Plan) shall be subject to adjustment in accordance with Section 6
hereof and Section 3(b) of the Plan. This Agreement shall create only a contractual obligation on the part of the Company as to such amounts and shall not be construed as creating a trust. The
Plan, in and of itself, has no assets. A Participant shall have only the rights of a general unsecured creditor of the Company with respect to amounts credited and rights no greater than the right to
receive the Stock (or equivalent value) as a general unsecured creditor.



	4.
	Dividend Equivalent Credits to Restricted Stock Unit Accounts.    As of each date on which dividends are paid with respect to
the Stock, a Participant's Restricted Stock Unit Account shall be credited with additional Restricted Stock Units in an amount equal to (i) the amount of the dividends paid on that number of
shares of Stock equal to the aggregate number of Restricted Stock Units allocated to the Participant's Restricted Stock Unit Account as of that date divided by (ii) the Fair Market Value (as
defined in the Plan) of a share of Stock as of such date. The additional Restricted Stock Units credited as dividend equivalents shall be subject to the same vesting and forfeiture restrictions as the
underlying Restricted Stock Units with respect to which they are credited.



	5.
	Distribution of Stock.



	(a)
	General.    Unless Participant has made a timely election to defer in accordance with the provisions of this Agreement, the
Company shall issue to Participant one share of Stock for each Restricted Stock Unit credited to Participant's Restricted Stock Unit Account on the date such Restricted Stock Unit becomes vested or as
soon as administratively practicable thereafter. Fractions of shares shall be paid in cash in connection with any distribution. All shares of Stock issued hereunder shall be deemed issued to
Participant as fully paid and nonassessable shares, and Participant shall have all rights of a stockholder with respect 





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thereto,
including the right to vote, to receive dividends (including stock dividends), to participate in stock splits or other recapitalizations, and to exchange such shares in a merger,
consolidation or other reorganization. Participant hereby acknowledges that Participant is acquiring the Stock issued hereunder for investment and not with a view to the distribution thereof, and that
Participant does not intend to subdivide Participant's interest in the Stock with any other person. 



	(b)
	Deferral Elections.    Participant may elect to defer the delivery of shares of Stock subject to Restricted Stock Units that
vest pursuant to this Agreement in accordance with the rules set forth below and any rules and procedures that may hereafter be adopted by the Committee. Unless otherwise provided by the Committee in
accordance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), deferral elections must be in writing, must be received by the Company at its
headquarters and become irrevocable before                        , and shall not be effective with respect to amounts that become
payable during            .



	
(c)
	Time of Distribution. 





A
deferral election shall specify the date as of which the distribution shall be made or commence (the "Payment Date"), which shall be either: 


	(1)
	Participant's
termination of service for any reason as a member of the Board of Directors of the Company and its Subsidiaries, or



	(2)
	A
date certain subsequent to the calendar year in which the Restricted Stock Units subject to a grant are scheduled to become fully vested pursuant to Sections 2(a) or (b). 




Participant
may not change the election of a Payment Date with respect to any Restricted Stock Units deferred under this Agreement unless otherwise permitted by the Committee in accordance with the
requirements of Section 409A of the Code. 



	(d)
	Method of Distribution. 





A
deferral election shall specify the method in which the distribution of Stock shall be made, as elected by the Participant, which shall be either: 


	(1)
	in
a single distribution on the Payment Date, or as soon as the Company determines is administratively feasible (but not more than 90 days) thereafter,



	(2)
	in
four substantially equal annual installments, commencing on the Payment Date, or as soon as the Company determines is administratively feasible (but not more than 90 days)
thereafter, or



	(3)
	in
ten substantially equal annual installments, commencing on the Payment Date, or as soon as the Company determines is administratively feasible (but not more than 90 days)
thereafter. 




A
Participant may not change the method of any distribution election with respect to any Restricted Stock Units deferred under this Agreement unless otherwise permitted by the Committee in accordance
with the requirements of Section 409A of the Code. 



	(e)
	Effect of Death, Disability or Change in Control.    Notwithstanding Sections 5(b), (c) or (d) hereof, if Participant
dies or becomes disabled within the meaning of Section 22(e)(3) of the Code, or if the Company is subject to a Change in Control (as defined below), the vested Restricted Stock Units then
credited to Participant's Restricted Stock Unit Account shall be settled by means of a single distribution of shares of Stock as soon as the Company determines is administratively practicable (but not
more than 90 days) thereafter. 



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Notwithstanding
the foregoing, the settlement of Participant's Restricted Stock Unit Account shall not be accelerated upon a Change in Control unless the Change in Control satisfies the applicable
requirements for a distribution in compliance with Section 409A(a)(2) of the Code. 



	(f)
	Change in Control.    For purposes of this Agreement, a "Change in Control" of the Company shall be deemed to have occurred
upon the happening of any of the following events: consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets or stock of the
Company or the acquisition of the assets or stock of another entity ("Business Combination"); excluding, however, such a Business Combination pursuant to which (a) a Permitted Holder will
beneficially own, directly or indirectly, 30% or more of, respectively, the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote
generally in the election of directors (together, the "Company Stock"), as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation
which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries), and (b) no individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended, has a greater beneficial interest, directly or indirectly, in the Company Stock
than a Permitted Holder. For purposes of this definition, "Permitted Holder" shall mean (i) The Bank of Tokyo-Mitsubishi UFJ, Ltd. or any successor thereto ("BTMU"), (ii) an
employee benefit plan of BTMU or (iii) a corporation controlled by BTMU.



	(g)
	Form of Distribution.    Restricted Stock Units may be settled only in whole shares of Stock. Fractional shares shall be
settled in cash.



	(h)
	15% Premium for Retirement Deferrals.    If Participant makes a timely election pursuant to this Agreement to defer delivery
of shares of Stock subject to the Restricted Stock Units until termination of service as a member of the Board of Directors of the Company and its Subsidiaries, and if Participant terminates service
(i) on or after completing five years of Board service, (ii) due to death or Disability, or (iii) on or after a Change in Control, Participant will be credited with an additional
number of Restricted Stock Units equal to 15% of the number of vested Restricted Stock Units granted pursuant to Section 1 of this Agreement, and dividend equivalents with respect to such
additional Restricted Stock Units as if such units had been credited to Participant's Restricted Stock Unit Account on the Award Date. The additional Restricted Stock Units credited pursuant to this
Section 5(h) shall be settled upon such termination of Board service.



	(i)
	Section 409A.    This Agreement is intended to comply with the requirements of Section 409A of the Code and
shall be interpreted in accordance therewith.






	6.
	Adjustments in Case of Corporate Transactions.    If there should be any change in the Company's Stock through merger,
consolidation, reorganization, recapitalization, reincorporation, stock split, stock dividend (in excess of 2 percent) or other change in the corporate structure of the Company, the Board of
Directors and the Committee shall make appropriate adjustments in order to preserve but not to duplicate or otherwise increase the benefit to Participant (taking into account any dividend equivalents
credited pursuant to Section 4), including adjustments in the number of Restricted Stock Units credited to Participant's Restricted Stock Unit Account (which shall remain subject to the same
vesting and forfeiture schedule otherwise applicable to the Restricted Stock Units prior to adjustment). Any adjustment made pursuant to this Section 6 as a consequence of a change in the
corporate structure of the Company shall not entitle Participant to receive a number of shares of Stock of the Company or shares of stock of any successor company greater than the number of shares the
Participant would receive if, prior to such change, Participant had actually 


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held
a number of shares of Stock equal to the number of Restricted Stock Units then credited to his or her Restricted Stock Unit Account. 



	7.
	Limitation on Eligible Directors.    This Agreement and the award of Restricted Stock Units hereunder shall not give
Participant the right to continue to serve as a member of the Board of Directors or any rights or interests other than as herein provided.



	8.
	Beneficiaries.



	(a)
	Beneficiary Designation.    Upon forms provided by and subject to conditions imposed by the Committee, Participant may
designate in writing the Beneficiary or Beneficiaries (as defined below) whom such Participant desires to receive any amounts payable under this Agreement after his or her death. A Beneficiary
designation must be signed and dated by Participant and delivered to the Committee to become effective. The Company and the Committee may rely on Participant's designation of a Beneficiary or
Beneficiaries last filed in accordance with this Agreement.



	(b)
	Definition of Beneficiary.    Participant's "Beneficiary" or "Beneficiaries" shall be the person(s) designated in writing by
Participant to receive his or her benefits under this Agreement if Participant dies before receiving all of his or her benefits. In the absence of a valid or effective Beneficiary designation,
Participant's surviving spouse shall be the Beneficiary or if there is none, the Beneficiary shall be Participant's estate.






	9.
	Restrictions on Transfer.    Neither the Restricted Stock Units, nor any interest therein, nor amount payable or Stock
deliverable in respect thereof, may be sold, assigned, transferred, pledged, or otherwise disposed of, alienated, or encumbered, either voluntarily or involuntarily, other than by will or the laws of
descent and distribution, and in the event thereof, the Committee at its election may terminate the Restricted Stock Units. Stock issued upon settlement of a Restricted Stock Unit Account shall be
subject to such restrictions on transfer as may be necessary or advisable, in the opinion of legal counsel to the Company, to assure compliance with applicable securities laws.



	10.
	Notice.    Any notice or other paper required to be given or sent pursuant to the terms of this Agreement shall be
sufficiently given or served hereunder to any party when transmitted by registered or certified mail, postage prepaid, addressed to the party to be served as follows: 






	 	    Company:	 	Executive Vice President and Director of Human Resources

UnionBanCal Corporation

400 California Street, 10th Floor

San Francisco, CA 94104
	 	
    Participant:	
 	

At Participant's address as it appears under Participant's signature to this Agreement, or to such other address as Participant may specify in writing to the Company.





Any
party may designate another address for receipt of notices so long as notice is given in accordance with this Section 10. 



	11.
	Committee Decisions Conclusive.    All decisions, determinations and interpretations of the Committee arising under the Plan
or under this Agreement shall be conclusive and binding on all parties.



	12.
	Mandatory Arbitration.    Any dispute arising out of or relating to this Agreement, including its meaning or interpretation,
shall be resolved solely by arbitration before an arbitrator selected in accordance with the rules of the American Arbitration Association. The location for the arbitration shall be in San Francisco,
Los Angeles or San Diego as selected by the Company in good faith. Judgment on the award rendered may be entered in any court having jurisdiction. The party the 


12







 

arbitrator
determines is the prevailing party shall be entitled to have the other party pay the expenses of the prevailing party, and in this regard the arbitrator shall have the power to award
recovery to such prevailing party of all costs and fees (including attorneys fees and a reasonable allocation for the costs of the Company's in-house counsel), administrative fees,
arbitrator's fees and court costs, all as determined by the arbitrator. Absent such award of the arbitrator, each party shall pay an equal share of the arbitrator's fees. All statutes of limitation
which would otherwise be applicable shall apply to any arbitration proceeding under this Section 12. The provisions of this Section 12 are intended by Participant and the Company to be
exclusive for all purposes and applicable to any and all disputes arising out of or relating to this Agreement. The arbitrator who hears and decides any dispute shall have jurisdiction and authority
only to award compensatory damages to make whole a person or entity sustaining foreseeable economic damages, and shall not have jurisdiction and authority to make any other award of any type,
including without limitation, punitive damages, unforeseeable economic damages, damages for pain, suffering or emotional distress, or any other kind or form of damages. The remedy, if any, awarded by
the arbitrator shall be the sole and exclusive remedy for any dispute which is subject to arbitration under this Section 12. 



	13.
	Successors.    This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective
heirs, executors, administrators, successors and assigns. Nothing contained in the Plan or this Agreement shall be interpreted as imposing any liability on the Company or the Committee in favor of
Participant or any purchaser or other transferee of Stock with respect to any loss, cost or expense which Participant, purchaser or transferee may incur in connection with, or arising out of any
transaction involving any shares of Stock subject to the Plan or this Agreement.



	14.
	Integration.    The terms of the Plan and this Agreement are intended by the Company and the Participant to be the final
expression of their contract with respect to the shares of Stock and other amounts received under the Plan and may not be contradicted by evidence of any prior or contemporaneous agreement. The
Company and Participant further intend that the Plan and this Agreement shall constitute the complete and exclusive statement of their terms and that no extrinsic evidence whatsoever may be introduced
in any arbitration, judicial, administrative or other legal proceeding involving the Plan or this Agreement. Accordingly, the Plan and this Agreement contain the entire understanding between the
parties and supersede all prior oral, written and implied agreements, understandings, commitments and practices among the parties. In the event of any conflict among the provisions of the Plan
document and this Agreement, the Plan document shall prevail. The Company and Participant shall have the right to amend this Agreement in writing as they mutually agree.



	15.
	Waivers.    Any failure to enforce any terms or conditions of the Plan or this Agreement by the Company or by the Participant
shall not be deemed a waiver of that term or condition, nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or
power for all or any other times.



	16.
	Severability of Provisions.    If any provision of the Plan or this Agreement shall be held invalid or unenforceable, such
invalidity or unenforceability shall not affect any other provision thereof, and the Plan and this Agreement shall be construed and enforced as if neither of them included such provision.



	17.
	California Law.    The Plan and this Agreement shall be construed and enforced according to the laws of the State of
California to the extent not preempted by the federal laws of the United States of America. In the event of any arbitration proceedings, actions at law or suits in equity in relation to the Plan or
this Agreement, the prevailing party in such proceeding, action or suit shall 


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receive
from the losing party its attorneys' fees and all other costs and expenses of such proceeding, action or suit. 




        IN
WITNESS WHEREOF, the parties hereto have duly executed this Restricted Stock Unit Agreement as of the date first above written. Participant also hereby acknowledges receipt of a copy
of the Prospectus and the Year 2000 UnionBanCal Corporation Management Stock Plan. 



	UNIONBANCAL CORPORATION	 	 
	

By	
 	

/s/  PAUL FEARER      
 Paul Fearer, Executive Vice President	
 	

 





	

Dated:	
 	

    
	
 	

    
 Participant Signature
	

 	
 	

 	
 	

    
 Participant Printed Name




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Exhibit 10.2