Exhibit 10.1


2007 Form for Non-Employee
Director


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 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 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 therefor.


(c)           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.


(d)           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 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 no later than                                   ,
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 thereafter as administratively
feasible),


(2)           in
four substantially equal annual installments, commencing on the Payment Date (or
as soon thereafter as administratively feasible) or













(3)           in
ten substantially equal annual installments, commencing on the Payment Date (or
as soon thereafter as administratively feasible).


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 administratively
practicable.  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 due to Retirement
(or death or Disability after becoming Retirement













eligible), Participant
will be credited with an additional number of Restricted Stock Units equal to 15%
of the number of 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.  In addition, if Participant
terminates service due to Retirement (or death or Disability after becoming Retirement
eligible) in             ,
but prior to the one-year anniversary of the Award Date, Participant will be credited
with the additional Restricted Stock Units as described in the immediately preceding
sentence, without regard to whether Participant made a timely election to defer
delivery of shares of Stock until termination. 
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.


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 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.


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

  	
   

  	
  

  	
   

  
	
   

  	
   

  	
  Paul Fearer, Executive Vice President

  
	
   

  	
   

  	
   

  



 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Participant Signature

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Participant Printed Name

  



 













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                                 ,
33-1/3% of the Initial Grant shall become fully vested and nonforfeitable.


(2)           On                                 ,
33-1/3% 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 director of the Company
(or any of its Subsidiaries).


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


(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 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 no later
than                                 ,
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 thereafter as administratively feasible),


(2)           in four substantially equal annual
installments, commencing on the Payment Date (or as soon thereafter as
administratively feasible) or


(3)           in ten substantially equal annual
installments, commencing on the Payment Date (or as soon thereafter as
administratively feasible).


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 administratively practicable. 
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 due to Retirement (or death or Disability after becoming Retirement
eligible), Participant will be credited with an additional number of Restricted
Stock Units equal to 15% of the number of 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.













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
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.


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

  	
   

  	
  

  	
   

  
	
   

  	
   

  	
  Paul Fearer, Executive Vice President

  
	
   

  	
   

  	
   

  



 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Participant Signature

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Participant Printed Name