EXHIBIT
10.11


YEAR 2000 UNIONBANCAL CORPORATION

MANAGEMENT STOCK PLAN


     
PERFORMANCE SHARE PLAN

STOCK UNIT DEFERRAL ELECTIONS


TERMS AND CONDITIONS


The Executive
Compensation and Benefits Committee (the “Committee”) of the Board of Directors
(the “Board”) of UnionBanCal Corporation (the “Company”), pursuant to its
authority under the Year 2000 UnionBanCal Corporation Management Stock Plan
(the “Management Stock Plan”), has approved the following terms and conditions
applicable to       Performance Share Plan stock unit
deferral elections (these “Terms and Conditions”).  These Terms and Conditions shall apply to
elections to defer the delivery of shares of common stock of the Company (“Stock”)
payable to Participants for Earned Awards under the Company’s Performance Share
Plan and the applicable Performance Share Agreement between the Company and the
Participant made as of January 1,      .  Capitalized terms used but not otherwise
defined herein shall have the meanings attributed thereto in the applicable Performance
Share Agreement, the provisions of which are incorporated herein by reference.


1.                                       Deferral
Elections.  A Participant in the
Company’s Performance Share Plan who has received a grant of Performance Shares
for the Performance Cycle extending from January 1,      
through December 31,      , may irrevocably elect
to defer delivery of all or a portion of the shares of Stock payable for his or
her Earned Award by making an election on or before December 31,      
in accordance with procedures established by the Committee.  All elections shall be in writing in the form
of the Stock Unit Deferral Election attached hereto or such other form as
provided by the Committee (the “Deferral Election”).  To be effective, the Deferral Election must
be received by the Company’s Human Resources Department on or before December 31,
     , and must be signed and dated by the Participant
and the Company’s Director of Human Resources or his or her designee.  The Deferral Election shall specify the
percentage of Earned Award subject to deferral in 5% increments up to a maximum
of 100%, and shall specify the time and method of distribution of deferred
amounts pursuant to Section 6 below.  The
Deferral Election shall incorporate these Terms and Conditions by reference.


2.                                       Stock
Units; Stock Unit Accounts.


(a)                                  Stock
Units.  If a Participant elects to
defer a portion of his or her Earned Award, the Company shall, as of the date
on which such Earned Award otherwise would have been paid, credit to a
memorandum account in the name of the Participant (the “Stock Unit Account”) a
number of Stock Units equal to the number of shares of Stock otherwise payable
to the Participant for the Earned Award under the Management Stock Plan.  Each Stock Unit shall represent the right to
receive a share of Stock subject to the terms and conditions set forth in these
Terms and Conditions.













(b)                                 Statements.  The Company shall submit to each Participant,
within one hundred twenty (120) days after the close of each calendar year, a
statement in such form as the Committee or its delegate deems desirable setting
forth the balance of each Participant’s Stock Unit Account.


3.                                       Vesting
of Stock Units.  Stock Units credited
to a Participant’s Stock Unit Account with respect to deferred Earned Awards
shall be fully vested at all times. 
Stock Units representing dividend equivalents credited pursuant to
Section 5 below shall also be fully vested at all times.


4.                                       Limitations
on Rights Associated with Stock Units. 
The Stock Units credited to a Participant’s 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 pursuant to the Performance
Share Agreement and the Management Stock Plan. 
The 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 Stock Units
granted or credited under the Plan.  The
number of Stock Units credited (and the Stock to which the Participant is
entitled upon distribution under the Management Stock Plan) shall be subject to
adjustment in accordance with Section 7 hereof and Section 3(b) of the
Management Stock Plan.  The Deferral
Election and these Terms and Conditions 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
Management Stock 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 as a general unsecured
creditor.


5.                                       Dividend
Equivalent Credits to Stock Unit Accounts. 
As of each date on which dividends are paid with respect to the Stock, a
Participant’s Stock Unit Account shall be credited with additional 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 Stock Units allocated to the
Participant’s Stock Unit Account as of that date divided by (ii) the Fair
Market Value (as defined in the Management Stock Plan) of a share of Stock as
of such date.


6.                                       Time
and Method of Distribution of Stock.


(a)                                  Time
of Distribution.  The 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 employment for any reason with the Company and its Subsidiaries,
or


(2)                                  A
date certain subsequent to      .


Participant may not change the election of a Payment Date unless
otherwise permitted by the Committee in accordance with the requirements of
Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).



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(b)                                 Method
of Distribution.  The 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
unless otherwise permitted by the Committee in accordance with the requirements
of Section 409A of the Code.


(c)                                  Effect
of Death, Disability or Change in Control. 
Notwithstanding Sections 6(a) or (b) hereof, if the 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 Stock Units
then credited to Participant’s Stock Unit Account shall be settled by means of
a distribution of shares of Stock in a lump sum as soon as administratively
practicable.  Notwithstanding the
foregoing, the settlement of Participant’s 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.


(d)                                 Change
in Control.  For purposes of these
Terms and Conditions, 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,




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Ltd. or any
successor  thereto (“BTMU”), (ii) an
employee benefit plan of BTMU or (iii) a corporation controlled by BTMU.


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


(f)                                    Section
409A.  These Terms and Conditions and
the Deferral Election are intended to comply with the requirements of Section
409A of the Code and shall be interpreted in accordance therewith.  No distribution otherwise required to be made
to a Participant under the Deferral Election and these Terms and Conditions in
connection with the Participant’s termination of employment shall be made
before the earlier of (i) the expiration of the six (6)-month period measured from
the date of the Participant’s “separation from service” (as such term is
defined in Treasury Regulations issued under Section 409A of the Code) or (ii)
the date of the Participant’s death, if the Company in good faith determines
that the Participant is a “specified employee” within the meaning of that term
under Code Section 409A and that such delayed payment is required in order to
avoid a prohibited distribution under Code Section 409A(a)(2).  Any payment delayed pursuant to this Section
6(f) shall be made in full upon the expiration of the applicable Code Section
409A(a)(2) deferral period or such later date as would otherwise have been
required under the Deferral Election and these Terms and Conditions.  In addition, the provisions of the Deferral Election
and these Terms and Conditions which require a payment subject to Section 409A
upon a termination of employment shall be interpreted to require that the
Participant have a “separation from service” (as such term is defined in
Treasury Regulations issued under Code Section 409A).


7.                                       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 the Participants (taking into account any dividend
equivalents credited pursuant to Section 5), including adjustments in the
number of Stock Units credited to Participant’s Stock Unit Account.  Any adjustment made pursuant to this Section
7 as a consequence of a change in the corporate structure of the Company shall
not entitle a 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, the Participant had
actually held a number of shares of Stock equal to the number of Stock Units
then credited to his or her Stock Unit Account.


8.                                       Company’s
Right to Withhold.  No stock
certificates will be issued to the Participant 
unless the
Participant has made arrangements acceptable to the Company to pay any
withholding taxes that may be due in connection with the Stock Units, whether
at the time of deferral, settlement or otherwise.  By signing the Deferral Election, the
Participant authorizes the Company, or the Subsidiary that employs the
Participant, to



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satisfy all withholding obligations of the Company or
the Subsidiary from the Participant’s wages or other cash compensation payable
to the Participant by the Company or the Subsidiary.  The Company may also satisfy any tax
withholding obligation arising upon distribution of a Participant’s Stock Unit
Account by reducing the number of shares of Stock otherwise deliverable to the
Participant.  The appropriate number of
shares required to satisfy any such tax withholding obligation will be based on
the Fair Market Value (as defined in the Management Stock Plan) of a share of
Stock on the business day prior to the date of distribution.


9.                                       Employee
Rights.  The Deferral Election and
these Terms and Conditions do not create a contract of employment and do not
imply or confer any other employment rights.


10.                                 Beneficiaries.


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


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


11.                                 Mandatory
Arbitration.  Any dispute arising out
of or relating to the Deferral Election or these Terms and Conditions,
including their 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
11.  The provisions of this Section 11
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 the Terms
and Conditions and the Deferral Election. 
The arbitrator who hears and decides any dispute shall have 



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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 11.


12.                                 Other
Provisions.


(a)                                  Administration.  The Committee shall have the sole authority,
in its discretion, to adopt, amend and rescind such rules and regulations as it
deems advisable in the administration of the Deferral Elections, to construe
and interpret these Terms and Conditions, the rules and regulations, and the
Deferral Election, and to make all other determinations and interpretations
with respect to the Deferral Elections. 
All decisions, determinations and interpretations of the Committee shall
be final, binding and conclusive on all persons.  The Committee may delegate its
responsibilities as it sees fit.


(b)                                 Notices.  Any notices to be given under these Terms and
Conditions or a Deferral Election shall be in writing and addressed to the
Company at its principal executive office, to the attention of the head of
Company’s Human Resources Corporate Benefits Department and to the Participant
at the address given beneath the Participant’s signature on the Deferral
Election or to his or her last address of record in the records of the Company.


(c)                                  Amendments.  The Committee shall have the right to amend
these Terms and Conditions in whole or in part from time to time; provided,
however, that no such amendment shall adversely affect the amount of
outstanding Stock Units credited to a Participant’s Stock Unit Account prior to
the effective date of such amendment without the Participant’s written consent.


(d)                                 Governing
Law; Attorneys’ Fees; Severability. 
The validity of the Management Stock Plan, these Terms and Conditions,
the Deferral Election and any provisions thereof, shall be construed,
administered, and governed in all respects under and by 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
Management Stock Plan, these Terms and Conditions or the Deferral Election, 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.  If any
provisions of the Management Stock Plan, these Terms and Conditions or the
Deferral Election shall be held by a court of competent jurisdiction to be
invalid or unenforceable, the remaining provisions thereof shall continue to be
fully effective.



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(e)                                  Compliance
with Laws.  The Management Stock
Plan, these Terms and Conditions, the Deferral Election and the offer,
issuance, and delivery of shares of Stock through the deferral of compensation
under the Management Stock Plan and these Terms and Conditions are subject to
compliance with all applicable federal and state laws, rules, and regulations
(including but not limited to state and federal securities law) and to such
approvals by any listing, agency, or regulatory or governmental authority as
may, in the opinion of counsel for the Company, be necessary or advisable in
connection therewith.  Any securities
delivered under the Management Stock Plan and these Terms and Conditions shall
be subject to such restrictions, and the person acquiring such securities
shall, if requested by the Company, provide such assurances and representations
to the Company as the Company may deem necessary or desirable to assure
compliance with all applicable securities laws and other legal requirements.


(f)                                    Restrictions
on Transfer.  Neither the 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 Stock Units.  Stock issued upon settlement of a 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.


(g)                                 Successors.  These Terms and Conditions shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
heirs, executors, administrators, successors and assigns.  Where the context permits, “Participant” as
used in these Terms and Conditions shall include Participant’s executor,
administrator, trustee or other legal representative or the person or persons
to whom Participant’s rights pass by will or the applicable laws of descent and
distribution.  Nothing contained in the
Management Stock Plan, these Terms and Conditions or the Deferral Election
shall be interpreted as imposing any liability on the Company or the Committee
in favor of any Participant or transferee of Stock Units with respect to any
loss, cost or expense which such Participant or transferee may incur in
connection with, or arising out of any transaction involving any Stock Units
granted hereunder.


(h)                                 Integration.  By signing the Deferral Election, the
Participant agrees that the terms of the Management Stock Plan, these Terms and
Conditions and the Deferral Election are intended by the Company and
Participant to be the final expression of their contract with respect to the
Stock Units and other amounts received hereunder and may not be contradicted by
evidence of any prior or contemporaneous agreement, and 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 Management Stock Plan, these Terms and
Conditions and the Deferral Election Plan. 
Accordingly, the Management Stock Plan, these Terms



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and Conditions
and the Deferral Election 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 Management
Stock Plan, these Terms and Conditions and the Deferral Election, the
Management Stock Plan shall prevail.


(i)                                     Waivers.  Any failure to enforce any provisions of the
Management Stock Plan, these Terms and Conditions or the Deferral Election by
the Company or the Participant shall not be deemed a waiver of that provision,
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.



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YEAR 2000 UNIONBANCAL CORPORATION


MANAGEMENT STOCK PLAN


      PERFORMANCE
SHARE PLAN

STOCK UNIT DEFERRAL ELECTION


Election to Defer Performance Share Payment


I hereby elect to defer receipt of       % (in
5% increments from 5% to 100%) of any Earned Awards to which I may become
entitled under my Performance Share Agreement with UnionBanCal Corporation (the
“Company”) made as of January 1,      , pursuant to
the attached Terms and Conditions, which (including the definition of terms)
are incorporated herein by reference.  I
understand that this election is irrevocable.


Payment Date


I elect to have all amounts credited to my Stock Unit Account paid upon
(or commencing upon) the following Payment Date:


o            termination of my employment with
the Company and its Subsidiaries, or


o                                     
(must be a date certain following      ).


I understand that this election is irrevocable, but that the Terms and
Conditions may provide for accelerated payment in certain circumstances.


Method of Payment


I elect to have all amounts credited to my Stock Unit Account paid as
follows:


o                                    in
a single distribution on the Payment Date (or as soon thereafter as
administratively feasible),


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


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


I understand that this election is irrevocable, but that the Terms and
Conditions may provide for an automatic single installment in certain
circumstances.


 















YEAR 2000 UNIONBANCAL CORPORATION

MANAGEMENT STOCK PLAN


      PERFORMANCE SHARE
PLAN

STOCK UNIT DEFERRAL ELECTION


I understand that there is no guarantee of income tax deferral under
this Deferral Election.  I also
understand that it is my responsibility to seek appropriate tax advice as to
the income tax consequences of my participation in the Management Stock Plan
and this Deferral Election, including the effect of Section 409A of the
Internal Revenue Code, and to make arrangements to pay Social Security,
Medicare and SDI taxes that may be due at time of deferral.


	
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