**EXHIBIT 10.25**

 

**REPURCHASE AGREEMENT**

 

This Repurchase Agreement (this “Agreement”) is made as of February 23,2005, by and between UnionBanCal Corporation, a Delaware corporation (the “Company”),and The Bank of Tokyo-Mitsubishi, Ltd. (“Seller”).

 

**Background**

 

(a)           Seller is the record and beneficialowner of 91,732,217 shares of common stock of the Company (the “Common Stock”).

 

(b)           Seller desires to sell, and theCompany desires to repurchase (the “Repurchase”), the Repurchase Shares (asdefined herein).

 

**Terms of Agreement**

 

NOW, THEREFORE, in consideration of the foregoing, the mutual covenantscontained herein, and for good and valuable consideration, the adequacy andreceipt of which are hereby acknowledged, the parties hereto hereby agree asfollows:

 

1.             Repurchase Obligations.  Subject to the terms set forth herein, theCompany shall repurchase 3,475,843 shares of Common Stock (the “RepurchaseShares”) from Seller, and Seller shall sell all of the Repurchase Shares to theCompany, at a purchase price equal to $57.54 per share (the “Repurchase Price”).

 

2.             Closing.  Delivery of, and payment of the RepurchasePrice for, the Repurchase Shares shall be deemed made at the offices ofShearman & Sterling LLP, 525 Market Street, San Francisco,California  94105, with delivery of theRepurchase Shares being made via book-entry transfer on the books of theCompany maintained by the Company’s transfer agent pursuant to the proceduresof such transfer agent and payment of the Repurchase Price for the RepurchaseShares being made to The Bank of Tokyo-Mitsubishi, Ltd., Head Office Accountwith The Bank of Tokyo-Mitsubishi, Ltd., New York Branch, account number30009622.  Such delivery shall be made by7:00 p.m. Pacific Time on the date of this Agreement, and such payment shallbe made by 8:00 a.m. Pacific Time on the next succeeding business day, orat such other times as the parties hereto may agree, which time shall

 

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be deemedcommensurate with the execution hereof. The time and date of such delivery and the payment for the RepurchaseShares are herein called the “Closing.”

 

(a)           Seller’s Obligation. Upon theClosing:

 

(i)    Sellershall deliver to the Company the Repurchase Shares and the appropriate stockpowers, properly signed and with any necessary documentary or transfer taxstamps duly affixed and cancelled, free and clear of any claims, liens,security interests, restrictions, pledges and encumbrances of any kind (exceptfor such restrictions on transfer as may exist generally under applicablefederal and state securities laws), and a completed Internal Revenue Service Form W-8BEN.

 

(ii)   Sellershall pay and shall indemnify and hold harmless the Company against any and alltransfer, documentary, stamp, registration and any similar taxes or othercharges incurred in connection with the Repurchase.

 

(b)           Company’s Obligation. Upon theClosing, the Company shall deliver to Seller, via wire-transfer, funds equal toUS$200,000,000, representing payment in full of the Repurchase Price withoutany U.S. withholding taxes.

 

3.             Rights as a Shareholder.  Upon the Repurchase, the Company shallacquire all rights as a shareholder of the Company with respect to theRepurchase Shares upon the recording of the transfer of the Repurchase Sharesto the Company in the books of the Company.

 

4.             Representations and Warrantiesof Seller. Seller hereby represents and warrants to the Company as follows:

 

(a)           Good and Marketable Title.Seller has good and valid title to the Repurchase Shares being sold pursuant tothis Agreement, free and clear of all liens, encumbrances, security interestsand claims whatsoever, and at the Closing, upon the sale and delivery of, andpayment for, such Repurchase Shares, as provided herein, Seller will convey to theCompany good and valid title to such Repurchase Shares, free and clear of allliens, encumbrances and security interests.

 

(b)           Authorization of Agreement.This Agreement has been duly authorized, executed and delivered by Seller.

 

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(c)           Absence of Violations; NoConflicts. The execution and delivery of this Agreement by or on behalf ofSeller, the sale of the Repurchase Shares by Seller, the consummation of any ofthe other transactions contemplated herein, and the fulfillment of the termshereof, have not violated and will not violate the organizational documents ofSeller, any provision of law or regulation or any material contract to whichSeller is subject, or any order or decree of any governmental authority towhich Seller is subject.

 

(d)           Absence of Proceedings. Noactions, suits or proceedings before or by any court or governmental agency,body or authority, or arbitrator are pending or, to the best of Seller’sknowledge, threatened or contemplated, seeking to prevent the sale of theRepurchase Shares or the consummation of the transactions contemplated by thisAgreement.

 

(e)           Absence of Manipulation.Seller has not taken, directly or indirectly, any action designed to constituteor which has constituted or which has caused or resulted in or might reasonablybe expected to cause or result in, under the Securities Exchange Act of 1934 orotherwise, the stabilization or manipulation of the price of any security ofthe Company to facilitate the sale of the Repurchase Shares.

 

5.             Representations and Warrantiesof the Company. The Company hereby represents and warrants to Seller asfollows:

 

(a)           Authorization of Agreement.This Agreement has been duly authorized, executed and delivered by the Company.

 

(b)           Absence of Violations; NoConflicts. The execution and delivery of this Agreement by or on behalf ofthe Company, the purchase of the Repurchase Shares by the Company, theconsummation of any of the other transactions contemplated herein, or thefulfillment of the terms hereof, have not violated and will not violate theorganizational documents of the Company, any provision of law or regulation orany material contract to which the Company is subject, or any order or decreeof any governmental authority to which the Company is subject.

 

(c)           Absence of Proceedings. Noactions, suits or proceedings before or by any court or governmental agency,body or authority, or arbitrator are pending or, to the best of the Company’sknowledge, threatened or contemplated, seeking to prevent the purchase of theRepurchase Shares or the consummation of the transactions contemplated by thisAgreement.

 

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6.             Expenses.  Any and all out-of-pocket expenses, includingall fees and expenses of agents, representatives, counsel, and accountants,incurred by the Company in connection with or arising out of the Repurchase,including the preparation, execution and performance of this Agreement and thetransactions contemplated hereby, shall be paid 50% by Seller and 50% by theCompany.  Any such expenses shall be paidby Seller promptly upon, and in no event later than thirty days after, Seller’sreceipt of a written statement from the Company setting forth in reasonabledetail the expenses incurred by the Company.

 

7.             Specific Performance; Limitationon Liability. The parties acknowledge and agree that in the event of anybreach of this Agreement, the parties would be irreparably harmed and could notbe made whole by monetary damages. It is accordingly agreed that each of theCompany and Seller, in addition to any other remedy to which it may be entitledat law or in equity, shall be entitled to compel specific performance of thetransactions contemplated by this Agreement.

 

8.             Governing Law. ThisAgreement shall be construed and enforced in accordance with, and governed by,the laws of the State of New York, including, without limitation, Section 5-1401of the New York General Obligations Law.

 

9.             Public Announcement. TheCompany and/or the Seller shall issue a press release or a public statementwith respect to the transactions contemplated by this Agreement as soon aspracticable after the Closing; provided, however, that theCompany and Seller shall consult with each other before issuing any pressrelease or making any public statements with respect to the transactionscontemplated by this Agreement and shall not issue any such press release ormake any such public statement prior to approval by the other party of thecontents of such release or statement, except as may be required by law, courtprocess or by obligations pursuant to any listing agreement with a nationalsecurities exchange.

 

10.           Entire Agreement. ThisAgreement constitutes the entire and final agreement and understanding betweenthe parties with respect to the subject matter hereof and supersedes all prioragreements relating to the subject matter hereof which are of no further forceor effect.

 

11.           Amendments. No amendment ormodification of this Agreement shall be effective unless set forth in writingand signed by the parties hereto.

 

12.           Counterparts. This Agreementmay be executed in two or more counterparts, each of which shall be deemed anoriginal, but all of which together shall constitute one and the sameinstrument.

 

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IN WITNESS WHEREOF, the parties hereto hereby execute this Agreement asof the date first above written.

 

 
|   | **The Company**                    |
|--------|------------------------------------|
|   |                               |
|   |                               |
|   | UNIONBANCAL CORPORATION            |
|   |                               |
|   | By:                                | /s/ David I. Matson |   |
|   |                               | Name: | David I. Matson |
|   |                               | Title: | Executive Vice President and Chief |
|   |                               |   | Financial Officer |
|   |                               |
|   |                               |
|   | **Seller**                         |
|   |                               |
|   |                               |
|   | THE BANK OF TOKYO-MITSUBISHI, LTD. |
|   |                               |
|   | By:                                | /s/ Tetsuo Iwata |   |
|   |                               | Name: | Tetsuo  Iwata |
|   |                               | Title: | Managing Director |
|        |                                    |  |  |  |

 

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