EXHIBIT 10.15

YEAR 2000 UNIONBANCAL CORPORATION  MANAGEMENT STOCK PLAN    2008 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 2008 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, 2008. 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.

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YEAR 2000 UNIONBANCAL CORPORATION  MANAGEMENT STOCK PLAN    2008 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, 2008, 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 2010).

I understand that this election is irrevocable, but that the Terms and Conditions provide for accelerated or delayed payment and subsequent deferral elections 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 as the Company determines is administratively feasible (but not more than 90 days)
thereafter,

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

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

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

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YEAR 2000 UNIONBANCAL CORPORATION  MANAGEMENT STOCK PLAN    2008 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.

|Executed on |  |  | , 2007, at | 
|----------- |  |  | ---------- | 
|            |  |  |            | 

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|Participant's Signature    |  | 
|-------------------------- |  | 
|Participant's Printed Name |  | 
|o I do not elect to defer. |  | 
|UNIONBANCAL CORPORATION    |  | 
|By:                        |  | 
|                           |  | 
|Name:                      |  | 
|Title:                     |  | 

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