Officer's Certificate Establishing the Terms of the Senior Notes


 Exhibit 4.1 
 UNIONBANCAL CORPORATION 
 Officer’s Certificate 

Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Indenture, dated as of December 8,
2003 (the “Indenture”), by and between UnionBanCal Corporation, as issuer (the “Issuer”), and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the “Indenture Trustee”). 

The undersigned, Erin Selleck, Senior Executive Vice President and Treasurer of the Issuer, hereby certifies as of June 18, 2012,
pursuant to Sections 2.1 and 2.3 of the Indenture, as follows: 
 A. She has read Sections 2.1 and 2.3 of the Indenture, read
such other Sections of the Indenture and other documents as she deemed necessary and made such other inquiries as she deemed necessary to make the certifications in paragraphs B and C hereof. 

B. All conditions precedent provided for in the Indenture relating to the issuance of the 3.500% Senior Notes due 2022 have been complied
with. 
 C. Pursuant to resolutions adopted by the Board of Directors of the Issuer on March 6, 2012 and by the Debt
Pricing Committee appointed pursuant to such resolutions on June 11, 2012, the following terms of the Issuer’s 3.500% Senior Notes due 2022 have been duly approved and authorized by the Issuer in accordance with the provisions of the
Indenture: 
 1. Designation. The designation of the securities is the “3.500% Senior Notes due 2022”
(the “Senior Notes”). 
 2. Aggregate Principal Amount. The Senior Notes issued on the date hereof
shall be initially limited in aggregate principal amount to $400,000,000 (except for Senior Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Senior Notes pursuant to Sections 2.8, 2.9,
2.11 or 8.5 of the Indenture). The Issuer may issue additional notes of the same series as the Senior Notes, having the same ranking and the same interest rate, maturity and other terms as the Senior Notes (except for the issue date, issue price
and, if applicable, the initial interest payment date), without the consent of the Holders of the Senior Notes then outstanding; provided that, such additional notes are fungible for U.S. federal income tax purposes with the Senior Notes. The Senior
Notes and any such additional notes so issued in the future will constitute a single series of Senior Notes under the Indenture. 
 3. Registered Securities in Book-Entry Form. The Senior Notes will be issued in book-entry form (the “Book-Entry Notes”) and represented by one or more global Senior Notes (the
“Global Notes”) in fully registered form, without coupons. The initial Depositary with respect to the Global Notes will be The Depository Trust Company, as Depositary for the accounts of its participants. So long as the Depositary for a
Global Note, or its nominee, is the registered owner of the Global Note, the Depositary or its nominee, as the case may be, will be considered the sole owner or Holder of the Senior Notes in book-entry form represented by such Global Notes for all
purposes under the Indenture. Book-Entry Notes will not be exchangeable for Senior Notes in definitive form (“Definitive Notes”) except that, if the Depositary with respect to any Global Notes is at any time unwilling or unable to continue
as Depositary, or is otherwise ineligible to serve as Depositary pursuant to Section 2.4 of the Indenture, and a successor Depositary is not appointed by the Issuer within 90 days, or an Event of Default with respect to the Senior Notes
has occurred and is continuing, at the request of Holders representing not less than 25% of the aggregate principal amount of the Senior Notes, the Issuer will issue Definitive Notes in exchange for the Book-Entry Notes represented by any such
Global Note or Notes in accordance with the provisions of Section 2.8 of the Indenture. In addition, the Issuer may at any time and in its sole discretion determine not to have a Global Note or Notes, and, in such event, will issue Definitive
Notes in exchange for the Book-Entry Notes represented by any such Global Note or Notes in accordance with the provisions of Section 2.8 of the Indenture. 
 4. Stated Maturity. The date on which the principal of the Senior Notes is payable is June 18, 2022. 

  
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 5. Rate of Interest; Interest Payment Dates; Regular Record Dates. Each
Senior Note will bear interest from June 18, 2012 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, semi-annually, in arrears, on June 18 and December 18 of each
year (each, an “Interest Payment Date”), commencing on December 18, 2012 at the rate of 3.500% per annum until the principal thereof is paid or made available for payment. Interest payments on the Senior Notes will include
interest accrued to, but excluding, each Interest Payment Date. Interest so payable shall be paid to the Person in whose name such Senior Note is registered at the close of business on the June 4 and December 4 preceding the related
Interest Payment Date, whether or not a Business Day. For purposes of the Senior Notes, the term “Business Day” means any day that is not a Saturday or Sunday, and that is not a day on which banking institutions are generally authorized or
obligated by law, regulation or executive order to close in The City of New York. 
 The amount of interest payable for any
period will be computed on the basis of a 360-day year of twelve 30-day months and, for any period shorter than a full interest payment period, on the basis of the actual number of days elapsed per 30-day month. 

6. Place of Payment. Principal of, premium, if any, and interest on the Senior Notes will be payable in Dollars, the
transfer of such Senior Notes will be registrable, and such Senior Notes will be exchangeable for Senior Notes bearing identical terms and provisions at the office or agency of the Issuer maintained for that purpose in the Borough of Manhattan, The
City and State of New York, which as of the date hereof is located at the office of the Trustee, 101 Barclay Street, 8W, New York, New York 10286, and at any other office or agency maintained by the Issuer for such purpose, including, as of the date
of this Officer’s Certificate, the Trustee’s office located at 400 South Hope Street, Suite 400, Los Angeles, California 90071. So long as the Senior Notes are represented by one or more Global Notes, the principal of, premium, if any, and
interest payable on the Senior Notes will be paid to the nominee of The Depository Trust Company, as Depositary, or its registered assigns, as the registered owner of such Global Notes, by wire transfer of immediately available funds on the maturity
date and each of the applicable Interest Payment Dates. If any of the Senior Notes are no longer represented by a Global Note or Notes, the Issuer may, at its option, pay interest (other than at maturity of the Senior Notes) by check mailed to the
address of the Person entitled to such interest as such address shall appear in the register for the Senior Notes or by wire transfer of immediately available funds to the account specified by such Person. If any of the Senior Notes are no longer
represented by a Global Note or Notes, the principal of the Senior Notes and the interest thereon due at maturity shall be paid at maturity in immediately available funds against presentation of this Senior Note at the office or agency of the Issuer
maintained for that purpose as noted above. No service charge will be made for any transfer or exchange of Senior Notes, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection
therewith. 
 7. Redemption.
 (a) The Issuer may, at its option at any time and from time to time, redeem the Senior Notes, in whole or in part, at a redemption price equal to the greater of (1) 100% of the principal amount of
the Senior Notes to be redeemed, and (2) the sum of the present values of the remaining scheduled payments of principal and interest in respect of the Senior Notes to be redeemed (not including any portion of such payments of interest accrued
as of the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined herein) plus 30 basis points plus, in each case, accrued interest
to the date of redemption. Notice of any redemption shall be mailed to the Holders of the Senior Notes by the Issuer (or the Trustee on the Issuer’s behalf provided the Issuer has provided the Trustee with such notice information five days
prior to it being distributed) not less than 30 days and not more than 60 days before the redemption date. 
 (b) The following
terms for all purposes of this Officer’s Certificate shall have the respective meanings specified in this Section 7(b). 
 “Comparable Treasury Issue” means the U.S. Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Senior Notes to be redeemed
that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Senior Notes. 

  
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 “Comparable Treasury Price” means, with respect to any redemption date,
(1) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, (2) if the Trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such quotations or (3) if only one such Reference Treasury Dealer Quotation is obtained, such Reference Treasury Dealer Quotation. 
 “Independent Investment Banker” means one of the Reference Treasury Dealers that the Company appoints to act as the Independent Investment Banker from time to time. 

“Reference Treasury Dealer” means each of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan
Stanley & Co. LLC, or their respective affiliates which are primary U.S. Government securities dealers in New York City (each, a “Primary Treasury Dealer”) and their respective successors plus three other Primary Treasury Dealers
selected by the Issuer; provided, however, that if any of them ceases to be a Primary Treasury Dealer, the Issuer will substitute another Primary Treasury Dealer therefor. 
 “Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such
redemption date. 
 “Treasury Rate” means, with respect to any redemption date, the rate per year equal to the
semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

 8. Additional Covenants. 
 (a) So long as the Senior Notes are outstanding, the Issuer will not: (i) permit the issue, sale or other disposition of any Voting Equity Interests, or securities convertible into, or options,
warrants or rights to subscribe for or purchase, Voting Equity Interests, of any Principal Subsidiary Bank, (ii) permit the merger or consolidation of any Principal Subsidiary Bank with or into any other Person, or (iii) permit the sale or
other disposition of all or substantially all of the assets of any Principal Subsidiary Bank, if, after giving effect to any such transaction (specified in clauses (i), (ii) or (iii) above) and the issuance of the maximum number of Voting
Equity Interests issuable upon the conversion or exercise of all such convertible securities, options, warrants or rights, the Issuer would own, directly or indirectly, less than 80% of the Voting Equity Interests of such Principal Subsidiary Bank
(and of any other Principal Subsidiary Bank any Voting Equity Interests of which are owned, directly or indirectly, by such Principal Subsidiary Bank); provided, however, that the foregoing shall not prohibit any such issuance, sale or other
disposition of shares or securities, any such merger or consolidation or any such sale or other disposition of assets if: 
 (1)
required by any law or any regulation or order of any governmental authority; 
 (2) required as a condition imposed by any law
or any regulation or order of any governmental authority to the acquisition by the Issuer, directly or indirectly, of any other corporation or entity, if thereafter, (x) the Issuer would own, directly or indirectly, at least 80% of the Voting
Equity Interests of such other corporation or entity, and (y) the Consolidated Banking Assets of the Issuer would be at least equal to the Consolidated Banking Assets of the Issuer prior thereto, and (z) by a Board Resolution, such other
corporation or entity shall have been designated a Principal Subsidiary Bank for all purposes of the Indenture (including this Officer’s Certificate); 
 (3) upon consummation of such transaction, the Issuer owns, directly or indirectly, not less than the percentage of Voting Equity Interests of such Principal Subsidiary Bank (and of any other Principal
Subsidiary Bank any Voting Equity Interests of which are owned, directly or indirectly, by such Principal Subsidiary Bank) it owned prior to such transaction; or 

  
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 (4) the proceeds of any such issuance, sale or other disposition are invested within 180
days after such issuance, sale or other disposition in any one or more Subsidiary Banks (including any previously existing Subsidiary Bank or any other corporation or entity which upon such investment becomes a Subsidiary Bank), or if within 180
days after such issuance, sale or other disposition the Issuer has entered into an agreement to invest such proceeds in any one or more Subsidiary Banks (including any previously existing Subsidiary Bank or any other corporation or entity which upon
such investment would become a Subsidiary Bank), but such investment has not been made because all regulatory or other approvals have not been obtained but are in the process of being obtained, and if, in each case, the consolidated assets of the
Subsidiary Bank(s) acquired or to be acquired or invested in (including any one or more corporations or entities which upon such investment would become Subsidiary Banks) would be at least equal to 80% of the consolidated assets of the Principal
Subsidiary Bank being disposed of; provided, however, that if the Issuer makes a subsequent acquisition as described in this paragraph using its common stock and preferred stock, with a fair market value at least equal to the proceeds of any sale,
assignment, transfer or disposition of a Principal Subsidiary Bank, it will not also be required to invest the proceeds of any sale, assignment, transfer or disposition as otherwise required by this paragraph; provided, further, that the Issuer
will, for the purpose of satisfying this covenant, only issue shares of preferred stock in a subsequent acquisition in an amount needed to replace any preferred stock of the acquired corporation or entity; and 

provided, further however, that nothing herein shall be deemed (A) to restrict or prohibit (1) the merger of a Principal Subsidiary Bank with
and into a Principal Subsidiary Bank or the Issuer, (2) the consolidation of Principal Subsidiary Banks into a Principal Subsidiary Bank or the Issuer, or (3) the sale or other disposition or all or substantially all of the assets of any
Principal Subsidiary Bank to another Principal Subsidiary Bank or the Issuer, provided that, in any such case in which the surviving, resulting or acquiring corporation or entity is not the Issuer, the Issuer would own, directly or indirectly, at
least 80% of the Voting Equity Interests of the Principal Subsidiary Bank (and of any other Principal Subsidiary Bank any Voting Equity Interests of which are owned, directly or indirectly, by such Principal Subsidiary Bank) surviving such merger,
resulting from such consolidation or acquiring such assets or (B) to prevent the consummation by the Issuer of a consolidation or merger with or into another Person or a transfer or lease of all or substantially all of its assets in a
transaction that complies with Article IX of the Indenture. 
 (b) The Issuer will not, and it will not permit any Subsidiary
to, pledge, mortgage or hypothecate or permit to exist any pledge, mortgage or hypothecation or other lien upon Voting Equity Interests of any Principal Subsidiary Bank owned by the Issuer or any Subsidiary to secure any indebtedness for borrowed
money without making effective provisions whereby any Senior Notes shall be equally and ratably secured with any and all such indebtedness; provided, however, that this restriction shall not apply to or prevent: 

(i) the mortgage, pledge, or hypothecation of, or the establishment of a lien on, any such Voting Equity Interests to secure indebtedness
of the Issuer or a Subsidiary as part of the purchase price of such Voting Equity Interests, or incurred prior to, at the time of or within 120 days after acquisition thereof for the purpose of financing all or any part of the purchase price
thereof; 
 (ii) the acquisition by the Issuer or any Subsidiary of any Voting Equity Interests subject to mortgages, pledges,
hypothecations or other liens existing thereon at the time of acquisition (whether or not the obligations secured thereby are assumed by the Issuer or such Subsidiary); 
 (iii) the assumption by the Issuer or a Subsidiary of obligations secured by mortgages on, pledge or hypothecations of, or other liens on, any such Voting Equity Interests, existing at the time of the
acquisition by the Issuer or such Subsidiary of such Voting Equity Interests; 
 (iv) the extension, renewal or refunding (or
successive extensions, renewals or refundings), in whole or in part, of any mortgage, pledge, hypothecation or other lien referred to in the foregoing clauses (i), (ii) and (iii); provided, however, that the principal amount of any and all
other obligations and indebtedness secured thereby shall not exceed the principal amount so secured at the time of such extension, renewal or refunding, and that such extension, renewal or refunding shall be limited to all or a part of the Voting
Equity Interests that were subject to the mortgage, pledge, hypothecation or other lien so extended, renewed or refunded; or 

  
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 (v) liens to secure loans or other extensions of credit by a Subsidiary subject to
Section 23A of the Federal Reserve Act or any successor or similar federal law or regulations promulgated thereunder; 
 and provided,
further, that, notwithstanding the foregoing, the Issuer or any Subsidiary may incur or permit to be incurred or to exist upon such Voting Equity Interests (a) liens for taxes, assessments or other governmental charges or levies which are not
yet due or are payable without penalty or of which the amount, applicability or validity is being contested by the Issuer or a Subsidiary in good faith by appropriate proceedings and the Issuer or such Subsidiary shall have set aside on its books
adequate reserves with respect thereto (segregated to the extent required by generally accepted accounting principles), or (b) the lien of any judgment, if such judgment shall not have remained undischarged, or unstayed on appeal or otherwise,
for more than 60 days. 
 In case the Issuer or any Subsidiary shall propose to pledge, mortgage or hypothecate any Voting
Equity Interests at any time owned by it to secure any indebtedness, other than as permitted by subdivisions (i) to (v), inclusive, of this Section, the Issuer will prior thereto give written notice thereof to the Trustee, and will prior to or
simultaneously with such pledge, mortgage or hypothecation, by supplemental indenture delivered to the Trustee, in form satisfactory to it, effectively secure all the Senior Notes equally and ratably with such indebtedness, by pledge, mortgage or
hypothecation of such Voting Equity Interests. Such supplemental indenture shall contain the provisions concerning the possession, control, release and substitution of mortgaged and pledged property and securities and other appropriate matters which
are required or are permitted by the Trust Indenture Act (as in effect at the date of execution of such supplemental indenture) to be included in a secured indenture qualified under said Act, and may also contain such additional and amendatory
provisions permitted by said Act as the Issuer and the Trustee shall deem advisable or appropriate or as the Trustee shall deem necessary in connection with such pledge, mortgage or hypothecation. 

(c) The following terms for all purposes of this Officer’s Certificate shall have the respective meanings specified in this
Section 8(c). 
 “Consolidated Banking Assets” shall mean the aggregate of the assets of all Subsidiary Banks
(including Subsidiaries of such Subsidiary Banks). 
 “Principal Subsidiary Bank” means each of (i) Union Bank,
N.A., (ii) any other Subsidiary Bank the consolidated assets of which constitute 20% or more of the consolidated assets of the Issuer and its Subsidiaries, (iii) any other Subsidiary Bank designated as a Principal Subsidiary Bank pursuant
to a Board Resolution and set forth in an Officer’s Certificate, and (iv) any Subsidiary that owns, directly or indirectly, any Voting Equity Interests, or securities convertible into, or options, warrants or rights to subscribe for or
purchase, Voting Equity Interests, of any Principal Subsidiary Bank under clause (i), (ii) or (iii), and in the case of clause (i), (ii), (iii) or (iv) their respective successors (whether by consolidation, merger, conversion,
transfer of substantially all of their assets and business or otherwise) so long as any such successor is a Subsidiary Bank (in the case of clause (i), (ii) or (iii)) or a Subsidiary (in the case of clause (iv)). 

“Subsidiary Bank” means any Subsidiary that is organized under the laws of the United States, any State of the United States,
the District of Columbia, any territory of the United States, Puerto Rico, Guam, American Samoa or the Virgin Islands and either (i) accepts deposits that the depositor has a legal right to withdraw on demand and engages in the business of
making commercial loans or (ii) is a trust company. 
 (d) The Issuer may omit in any particular instance to comply with
any term, provision or condition set forth in this Section 8 of this Officer’s Certificate with respect to the Senior Notes if before the time for such compliance the Holders of at least a majority in principal amount of the Outstanding
Senior Notes, by act of such Holders, either shall waive such compliance in such instance or generally shall have waived compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or
condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Issuer and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.

 9. Modification. In addition to the purposes for which the Indenture may be modified by the Issuer and the
Trustee without the consent of the Holders of the Senior Notes pursuant to Section 8.1 of the Indenture, the Trustee may enter into a supplemental indenture without the consent of the Holders of the Senior Notes in order to conform


  
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the terms of the Indenture and the Senior Notes to the descriptions thereof set forth in the prospectus supplement of the Issuer dated June 11, 2012 and the accompanying prospectus dated
April 9, 2012 of the Issuer relating to the Senior Notes. 
 10. Denominations. The Senior Notes will be
issuable in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000 thereof. 
 11. Additional
Amounts. The Issuer will not pay additional amounts on the Senior Notes held by a Person that is not a U.S. Person in respect of taxes or similar charges withheld or deducted. 

12. Issue Price. The Senior Notes will be issued to the public at a price equal to 99.200% of the principal amount
thereof; 100% of the principal amount of the Senior Notes shall be payable upon the acceleration of the maturity thereof in accordance with the Indenture and this Officer’s Certificate. 

13. Currency; Payment Currency The Senior Notes will be denominated in Dollars. The principal of, premium, if any, and
interest on the Senior Notes shall not be payable in a currency other than Dollars. The principal of, premium, if any, and interest on the Senior Notes shall not be determined with reference to an index based on a coin or currency. 

14. Agents. The Indenture Trustee shall initially serve as the Registrar and the Paying Agent for the Senior Notes. The
Depository Trust Company shall initially serve as the Depositary for the Global Note or Notes representing the Senior Notes. 

15. Conversion. The Senior Notes will not be convertible into any other security of the Issuer. 

16. Listing. The Senior Notes shall not be listed on any national securities exchange or any automated quotation system.

 17. Other Terms. The Senior Notes shall have the other terms and shall be substantially in the form attached
hereto as Exhibit A. 

  
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 IN WITNESS WHEREOF, the undersigned has hereunto signed this Officer’s Certificate on
behalf of the Issuer as of the day and year first above written. 
  

	
	UNIONBANCAL CORPORATION
	
	 /s/ Erin Selleck

	 Name: Erin Selleck
 Title:
Senior Executive Vice President and Treasurer









 Exhibit A 
 Form of Note 
  

			
	 REGISTERED
	  	REGISTERED

 UNIONBANCAL CORPORATION 
 3.500% SENIOR NOTE DUE 2022 
  

			
	NO. [     ]	  	 PRINCIPAL AMOUNT:

U.S.$400,000,000

		
		  	CUSIP: 908906AC4

 THESE SECURITIES ARE NOT SAVINGS OR DEPOSIT ACCOUNTS OR OTHER OBLIGATIONS OF ANY BANK OR NONBANK SUBSIDIARY OF
UNIONBANCAL CORPORATION AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY. 
 [IF THE SENIOR NOTE IS TO BE A GLOBAL NOTE, INSERT—Unless and until it is exchanged in whole or in part for Senior Notes in definitive form, this Senior Note may not be transferred except as a whole
by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.
Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) (“DTC”) to the issuer or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of DTC and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] 






 UNIONBANCAL CORPORATION 

3.500% SENIOR NOTE DUE 2022 
  

			
	 ORIGINAL ISSUE DATE:
	  	June 18, 2012
		
	 MATURITY DATE:
	  	June 18, 2022
		
	 INTEREST RATE:
	  	3.500%
		
	 INTEREST PAYMENT DATES:
	  	June 18 and December 18
		
	 REGULAR RECORD DATES:
	  	June 4 and December 4

 UnionBanCal Corporation, a corporation duly organized and existing under the laws of the State of
Delaware (herein referred to as the “Company”), for value received, hereby promises to pay to [            ], or registered assigns, the Principal Amount specified above on the
Maturity Date specified above, and to pay interest thereon from June 18, 2012 or from the most recent Interest Payment Date specified above to which interest has been paid or duly provided for, semi-annually, in arrears, on June 18 and
December 18 of each year, commencing December 18, 2012, at the rate per annum specified above, until the principal hereof is paid or made available for payment. Interest payments for this Senior Note will include interest accrued to but
excluding each Interest Payment Date. 
 Interest so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in the Indenture (as defined below), be paid to the Person in whose name this Senior Note is registered at the close of business on the applicable Regular Record Date specified above, whether or not a Business Day. If any
Interest Payment Date, the Maturity Date or any date of earlier redemption falls on a day that is not a Business Day, then payment due on such Interest Payment Date or the Maturity Date or such date of earlier redemption will be made on the
following day that is a Business Day as if it were made on the date such payment was due and no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date or the Maturity Date or such date of earlier
redemption, as the case may be. 
 The principal of, premium, if any, and interest on this Senior Note will be payable in
Dollars at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, which initially shall be located at the office of the Trustee, 101 Barclay Street, 8W, New York, New York 10286, and at any
other office or agency maintained by the Company for such purpose, including, as of the date of this Senior Note, the Trustee’s office located at 400 South Hope Street, Suite 400, Los Angeles, California 90071. [INCLUDE FOR GLOBAL NOTE: The
principal of, premium, if any, and interest payable on this Senior Note will be paid to the nominee of DTC, as the Depositary, or its registered assigns, as the registered owner of this Senior Note, by wire transfer of immediately available funds on
the Maturity Date and each of the applicable Interest Payment Dates.] [INCLUDE FOR DEFINITIVE NOTE: The principal hereof and interest due on the Maturity Date shall be paid on the Maturity Date in immediately available funds against presentation of
this Senior Note at the office or agency of the Company maintained for that purpose as noted above. Other than at the Maturity Date, interest payable on this Senior Note will be paid to the Person entitled to such interest by wire transfer of
immediately available funds to the account specified by such Person or, at the Company’s option, by check mailed to the address of such Person entitled to such interest as such address shall appear in the register for the Senior Notes.]

 REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SENIOR NOTE SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER
PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH ON THE FACE HEREOF. 
 Unless the certificate of
authentication hereon has been executed by the Trustee or its duly appointed co-authenticating agent by manual signature, this Senior Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.







 IN WITNESS WHEREOF, UnionBanCal Corporation has caused this Senior Note to be signed by the
signature or facsimile signature of its duly authorized officers and its corporate seal or a facsimile of its corporate seal to be affixed hereunto or imprinted hereon. 

 

					
	Dated:	 	
		
	(SEAL)	 	UNIONBANCAL CORPORATION
			
		 	By:	 	  

		 		 	Name:
		 		 	Title:

 TRUSTEE’S CERTIFICATE OF AUTHENTICATION  

This is one of the Securities referred to in the within-mentioned Indenture. 

 

					
	Dated:	 	The Bank of New York Mellon Trust Company, N.A., as Trustee
			
		 	By:	 	  

		 		 	Authorized Signatory







 UNIONBANCAL CORPORATION 

3.500% SENIOR NOTE DUE 2022 
 This Senior Note is one of a duly authorized issue of unsecured debentures, notes or other evidences of indebtedness (herein sometimes called the “Securities”) of the Company (which term
includes any successor corporation under the Indenture hereinafter referred to) issued and to be issued pursuant to such Indenture. This Senior Note is one of a series of Securities designated by the Company as its 3.500% Senior Notes due 2022 (the
“Senior Notes”), issued in an initial aggregate principal amount of $400,000,000. The Company may issue additional notes of the same series as the Senior Notes, having the same ranking and the same interest rate, Maturity Date and other
terms as the Senior Notes (except for the issue date, issue price and, if applicable, the initial Interest Payment Date), without the consent of the Holders of the Senior Notes then outstanding; provided that, such additional notes are fungible for
U.S. federal income tax purposes with the Senior Notes. The Indenture does not limit the aggregate principal amount of Securities that may be issued thereunder. 
 The Company issued the Senior Notes pursuant to an Indenture, dated as of December 8, 2003 (herein called the “Indenture” which term, for purposes of this Senior Note, shall include the
Officer’s Certificate dated June 18, 2012 (the “Officer’s Certificate”), delivered pursuant to Sections 2.1 and 2.3 of the Indenture), between the Company and The Bank of New York Mellon Trust Company, N.A. as successor
trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and Holders of the Senior Notes and of the terms upon which the Senior Notes are, and are to be, authenticated and delivered. 

Except as otherwise provided in the Indenture, the Senior Notes are issuable as Registered Securities, without coupons, in denominations
of $2,000 and any amount in excess thereof which is an integral multiple of $1,000. As provided in the Indenture and subject to certain limitations therein set forth, Senior Notes are exchangeable for a like aggregate principal amount of Senior
Notes of like tenor of any authorized denomination, as requested by the Holder surrendering the same, upon surrender of the Senior Note or Senior Notes to be exchanged at any office or agency described below where Senior Notes may be presented for
registration of transfer. 
 The Issuer may, at its option at any time and from time to time, redeem the Senior Notes, in whole
or in part, at a redemption price equal to the greater of (1) 100% of the principal amount of the Senior Notes to be redeemed, and (2) the sum of the present values of the remaining scheduled payments of principal and interest in respect
of the Senior Notes to be redeemed (not including any portion of such payments of interest accrued as of the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate plus 30 basis points plus, in each case, accrued interest to the date of redemption. Notice of any redemption shall be mailed to the Holders of the Senior Notes by the Company (or the Trustee on the Company’s behalf) not
less than 30 days and not more than 60 days before the redemption date. 
 “Comparable Treasury Issue” means the U.S.
Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Senior Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Senior Notes. 

“Comparable Treasury Price” means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer
Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, (2) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations or
(3) if only one such Reference Treasury Dealer Quotation is obtained, such Reference Treasury Dealer Quotation. 

“Independent Investment Banker” means one of the Reference Treasury Dealers that the Company appoints to act as the Independent
Investment Banker from time to time. 
 “Reference Treasury Dealer” means each of Merrill Lynch, Pierce,
Fenner & Smith Incorporated and Morgan Stanley & Co. LLC, or their respective affiliates which are primary U.S. Government securities dealers in New York 






 
City (each, a “Primary Treasury Dealer”) and their respective successors plus three other Primary Treasury Dealers selected by the Company; provided, however, that if any of them ceases
to be a Primary Treasury Dealer, the Company will substitute another Primary Treasury Dealer therefor. 
 “Reference
Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date. 

“Treasury Rate” means, with respect to any redemption date, the rate per year equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. 

The Indenture permits, in certain circumstances therein specified (including as modified by Section 9 of the Officer’s
Certificate) the amendment thereof without the consent of the Holders of the Securities. The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations under the
Indenture of the Company and the rights of Holders of the Senior Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of
the Securities at the time Outstanding of all series of Senior Securities (voting as one class) to be affected. 
 The Senior
Notes will be subject to the covenants included in the Indenture (including as modified by Section 9 of the Officer’s Certificate) for the benefit of the Senior Notes. 

The Indenture (including as modified by Section 9 of the Officer’s Certificate) also contains provisions permitting the Holders
of a majority in aggregate principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all the Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Senior Note shall be conclusive and binding upon such Holder and upon all future Holders of this Senior Note and of any Senior Note
issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Senior Note. 
 No reference herein to the Indenture and no provision of this Senior Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, premium, if
any, and interest on this Senior Note at the times, place and rate, and in the coin or currency, herein prescribed. 
 The
Indenture permits the Company, by irrevocably depositing, in amounts and maturities sufficient to pay and discharge at the Maturity Date the entire indebtedness on all Outstanding Senior Notes, cash or U.S. Government Obligations with the Trustee in
trust solely for the benefit of the Holders of all Outstanding Senior Notes, to defease the Indenture with respect to such Senior Notes, and upon such deposit the Company shall be deemed to have paid and discharged its entire indebtedness on such
Senior Notes. Thereafter, Holders would be able to look only to such trust fund for payment of principal of and interest on the Senior Notes at the Maturity Date. 
 As provided in the Indenture and subject to certain limitations therein set forth, the transfer of Senior Notes is registrable in the Security Register, upon surrender of a Senior Note for registration of
transfer at the office or agency of the Company in the Borough of Manhattan, The City of New York, which initially shall be located at the office of the Trustee, 101 Barclay Street, 8W, New York, New York 10286, or at such other office or agency as
the Company may designate (which, as of the date of this Senior Note, includes the Trustee’s office located at 400 South Hope Street, Suite 400, Los Angeles, California 90071), duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Senior Notes of like tenor, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or transferees. 






 No service charge shall be made by the Company, the Trustee or the Security Registrar for
any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 

Prior to due presentment of this Senior Note for registration of transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Senior Note is registered as the owner hereof for all purposes, whether or not this Senior Note is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary. 
 No recourse under or upon any obligation, covenant or agreement of the Company in the Indenture or any indenture
supplemental thereto or in any Senior Notes, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, shareholder, officer or director, as such, of the Company or of any successor corporation, under
any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance hereof and as part of the
consideration for the issue hereof. 
 The acceptance of this Note shall be deemed to constitute the consent and agreement of
the Holder hereof to all of the terms and provisions of the Indenture. All undefined terms used in this Senior Note which are defined in the Indenture or the Officer’s Certificate shall have the meanings assigned to them in the Indenture or the
Officer’s Certificate. 
 THIS SENIOR NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. 






 ABBREVIATIONS 

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written
out in full according to applicable laws or regulations: 
  

									
	TEN COM – as tenants in common	  	UNIF GIFT MIN ACT                	  	Custodian	  	  
	  	
		  	(Cust.)	  		  	(Minor)	  	
	TEN ENT – as tenants by the entireties	  		  		  		  	
		
	JT TEN – as joint tenants with right of survivor-ship and not as tenants in common	  	 Under Uniform Gifts to Minor Act

 

		
		  	  

(State)


 Additional abbreviations may also be used though not in the above list. 

FOR VALUE RECEIVED, the undersigned hereby sells(s), assign(s) and transfer(s) unto 
 Please Insert Social Security or Employer 
 Identification number of assignee 

—       —
  

 
 Please Print or Typewrite Name and
Address 
 Including Postal Zip Code of Assignee 
  

 
 the within Senior Note and all rights
thereunder, hereby irrevocably constituting and 

appointing                        
 attorney to transfer said Senior Note on the books of the Company, with full power of substitution in the premises. 
  

							
	 Dated:
	 	  
	 		  	  

		 		 		  	Signature

 NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Senior
Note in every particular, without alteration or enlargement or any change whatever.