**EXHIBIT10.11**

**YEAR 2000 UNIONBANCAL CORPORATIONMANAGEMENT STOCK PLAN**

**     PERFORMANCE SHARE PLANSTOCK UNIT DEFERRAL ELECTIONS**

**TERMS AND CONDITIONS**

The ExecutiveCompensation and Benefits Committee (the “Committee”) of the Board of Directors(the “Board”) of UnionBanCal Corporation (the “Company”), pursuant to itsauthority under the Year 2000 UnionBanCal Corporation Management Stock Plan(the “Management Stock Plan”), has approved the following terms and conditionsapplicable to       Performance Share Plan stock unitdeferral elections (these “Terms and Conditions”).  These Terms and Conditions shall apply toelections to defer the delivery of shares of common stock of the Company (“Stock”)payable to Participants for Earned Awards under the Company’s Performance SharePlan and the applicable Performance Share Agreement between the Company and theParticipant made as of January 1,      .  Capitalized terms used but not otherwisedefined herein shall have the meanings attributed thereto in the applicable PerformanceShare Agreement, the provisions of which are incorporated herein by reference.

# 1.                                       DeferralElections.  A Participant in theCompany’s Performance Share Plan who has received a grant of Performance Sharesfor the Performance Cycle extending from January 1,      through December 31,      , may irrevocably electto defer delivery of all or a portion of the shares of Stock payable for his orher 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 formof the Stock Unit Deferral Election attached hereto or such other form asprovided by the Committee (the “Deferral Election”).  To be effective, the Deferral Election mustbe received by the Company’s Human Resources Department on or before December 31,     , and must be signed and dated by the Participantand the Company’s Director of Human Resources or his or her designee.  The Deferral Election shall specify thepercentage of Earned Award subject to deferral in 5% increments up to a maximumof 100%, and shall specify the time and method of distribution of deferredamounts pursuant to Section 6 below.  TheDeferral Election shall incorporate these Terms and Conditions by reference.

# 2.                                       StockUnits; Stock Unit Accounts.

## (a)                                  StockUnits.  If a Participant elects todefer a portion of his or her Earned Award, the Company shall, as of the dateon which such Earned Award otherwise would have been paid, credit to amemorandum account in the name of the Participant (the “Stock Unit Account”) anumber of Stock Units equal to the number of shares of Stock otherwise payableto the Participant for the Earned Award under the Management Stock Plan.  Each Stock Unit shall represent the right toreceive a share of Stock subject to the terms and conditions set forth in theseTerms and Conditions.

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

# 3.                                       Vestingof Stock Units.  Stock Units creditedto a Participant’s Stock Unit Account with respect to deferred Earned Awardsshall be fully vested at all times. Stock Units representing dividend equivalents credited pursuant toSection 5 below shall also be fully vested at all times.

# 4.                                       Limitationson Rights Associated with Stock Units. The Stock Units credited to a Participant’s Stock Unit Account shall beused solely as a device for the determination of the number of shares of Stockto be distributed eventually to the Participant pursuant to the PerformanceShare Agreement and the Management Stock Plan. The Stock Units shall not be treated as property or as a trust fund ofany kind.  No Participant shall beentitled to any voting or other stockholder rights with respect to Stock Unitsgranted or credited under the Plan.  Thenumber of Stock Units credited (and the Stock to which the Participant isentitled upon distribution under the Management Stock Plan) shall be subject toadjustment in accordance with Section 7 hereof and Section 3(b) of theManagement Stock Plan.  The DeferralElection and these Terms and Conditions shall create only a contractualobligation on the part of the Company as to such amounts and shall not beconstrued as creating a trust.  TheManagement Stock Plan, in and of itself, has no assets.  A Participant shall have only the rights of ageneral unsecured creditor of the Company with respect to amounts credited andrights no greater than the right to receive the Stock as a general unsecuredcreditor.

# 5.                                       DividendEquivalent Credits to Stock Unit Accounts. As of each date on which dividends are paid with respect to the Stock, aParticipant’s Stock Unit Account shall be credited with additional Stock Unitsin an amount equal to (i) the amount of the dividends paid on that number ofshares of Stock equal to the aggregate number of Stock Units allocated to theParticipant’s Stock Unit Account as of that date divided by (ii) the FairMarket Value (as defined in the Management Stock Plan) of a share of Stock asof such date.

# 6.                                       Timeand Method of Distribution of Stock.

## (a)                                  Timeof Distribution.  The DeferralElection shall specify the date as of which the distribution shall be made orcommence (the “Payment Date”), which shall be either:

### (1)                                  Participant’stermination of employment for any reason with the Company and its Subsidiaries,or

### (2)                                  Adate certain subsequent to      .

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

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## (b)                                 Methodof Distribution.  The DeferralElection shall specify the method in which the distribution of Stock shall bemade, as elected by the Participant, which shall be either:

### (1)                                  ina single distribution on the Payment Date (or as soon thereafter asadministratively feasible),

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

### (3)                                  inten substantially equal annual installments, commencing on the Payment Date (oras soon thereafter as administratively feasible).

A Participant may not change the method of any distribution electionunless otherwise permitted by the Committee in accordance with the requirementsof Section 409A of the Code.

## (c)                                  Effectof Death, Disability or Change in Control. Notwithstanding Sections 6(a) or (b) hereof, if the Participant dies orbecomes disabled within the meaning of Section 22(e)(3) of the Code, or if theCompany is subject to a Change in Control (as defined below), the Stock Unitsthen credited to Participant’s Stock Unit Account shall be settled by means ofa distribution of shares of Stock in a lump sum as soon as administrativelypracticable.  Notwithstanding theforegoing, the settlement of Participant’s Stock Unit Account shall not beaccelerated upon a Change in Control unless the Change in Control satisfies theapplicable requirements for a distribution in compliance with Section409A(a)(2) of the Code.

## (d)                                 Changein Control.  For purposes of theseTerms and Conditions, a “Change in Control” of the Company shall be deemed tohave occurred upon the happening of any of the following events:  consummation of a reorganization, merger orconsolidation or sale or other disposition of all or substantially all of theassets or stock of the Company or the acquisition of the assets or stock ofanother entity (“Business Combination”); excluding, however, such a BusinessCombination pursuant to which (a) a Permitted Holder will beneficially own,directly or indirectly, 30% or more of, respectively, the outstanding shares ofcommon stock, and the combined voting power of the then outstanding votingsecurities entitled to vote generally in the election of directors (together,the “Company Stock”), as the case may be, of the corporation resulting fromsuch Business Combination (including, without limitation, a corporation whichas a result of such transaction owns the Company or all or substantially all ofthe 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) or14(d)(2) of the Securities Exchange Act of 1934, as amended, has a greaterbeneficial interest, directly or indirectly, in the Company Stock than aPermitted Holder.  For purposes of thisdefinition, “Permitted Holder” shall mean (i) The Bank of Tokyo-Mitsubishi UFJ,

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## Ltd. or anysuccessor  thereto (“BTMU”), (ii) anemployee benefit plan of BTMU or (iii) a corporation controlled by BTMU.

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

## (f)                                    Section409A.  These Terms and Conditions andthe Deferral Election are intended to comply with the requirements of Section409A of the Code and shall be interpreted in accordance therewith.  No distribution otherwise required to be madeto a Participant under the Deferral Election and these Terms and Conditions inconnection with the Participant’s termination of employment shall be madebefore the earlier of (i) the expiration of the six (6)-month period measured fromthe date of the Participant’s “separation from service” (as such term isdefined 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 determinesthat the Participant is a “specified employee” within the meaning of that termunder Code Section 409A and that such delayed payment is required in order toavoid a prohibited distribution under Code Section 409A(a)(2).  Any payment delayed pursuant to this Section6(f) shall be made in full upon the expiration of the applicable Code Section409A(a)(2) deferral period or such later date as would otherwise have beenrequired under the Deferral Election and these Terms and Conditions.  In addition, the provisions of the Deferral Electionand these Terms and Conditions which require a payment subject to Section 409Aupon a termination of employment shall be interpreted to require that theParticipant have a “separation from service” (as such term is defined inTreasury Regulations issued under Code Section 409A).

# 7.                                       Adjustmentsin 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 corporatestructure of the Company, the Board of Directors and the Committee shall makeappropriate adjustments in order to preserve but not to duplicate or otherwiseincrease the benefit to the Participants (taking into account any dividendequivalents credited pursuant to Section 5), including adjustments in thenumber of Stock Units credited to Participant’s Stock Unit Account.  Any adjustment made pursuant to this Section7 as a consequence of a change in the corporate structure of the Company shallnot entitle a Participant to receive a number of shares of Stock of the Companyor shares of stock of any successor company greater than the number of sharesthe Participant would receive if, prior to such change, the Participant hadactually held a number of shares of Stock equal to the number of Stock Unitsthen credited to his or her Stock Unit Account.

# 8.                                       Company’sRight to Withhold.  No stockcertificates will be issued to the Participant unless theParticipant has made arrangements acceptable to the Company to pay anywithholding taxes that may be due in connection with the Stock Units, whetherat the time of deferral, settlement or otherwise.  By signing the Deferral Election, theParticipant authorizes the Company, or the Subsidiary that employs theParticipant, to

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

# 9.                                       EmployeeRights.  The Deferral Election andthese Terms and Conditions do not create a contract of employment and do notimply or confer any other employment rights.

# 10.                                 Beneficiaries.

## (a)                                  BeneficiaryDesignation.  Upon forms provided byand subject to conditions imposed by the Committee, a Participant may designatein writing the Beneficiary or Beneficiaries (as defined below) whom suchParticipant desires to receive any amounts payable under the Deferral Electionafter his or her death.  A Beneficiarydesignation must be signed and dated by the Participant and delivered to theCommittee to become effective.  TheCompany and the Committee may rely on the Participant’s designation of aBeneficiary or Beneficiaries last filed in accordance with the Committee’sprocedures.

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

# 11.                                 MandatoryArbitration.  Any dispute arising outof or relating to the Deferral Election or these Terms and Conditions,including their meaning or interpretation, shall be resolved solely byarbitration before an arbitrator selected in accordance with the rules of theAmerican Arbitration Association.  Thelocation for the arbitration shall be in San Francisco, Los Angeles or SanDiego as selected by the Company in good faith. Judgment on the award rendered may be entered in any court havingjurisdiction.  The party the arbitratordetermines is the prevailing party shall be entitled to have the other partypay the expenses of the prevailing party, and in this regard the arbitratorshall have the power to award recovery to such prevailing party of all costsand fees (including attorneys fees and a reasonable allocation for the costs ofthe Company’s in-house counsel), administrative fees, arbitrator’s fees andcourt costs, all as determined by the arbitrator.  Absent such award of the arbitrator, eachparty shall pay an equal share of the arbitrator’s fees.  All statutes of limitation which would otherwisebe applicable shall apply to any arbitration proceeding under this Section11.  The provisions of this Section 11are intended by Participant and the Company to be exclusive for all purposesand applicable to any and all disputes arising out of or relating to the Termsand 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 compensatorydamages to make whole a person or entity sustaining foreseeable economic damages,and shall not have jurisdiction and authority to make any other award of anytype, including without limitation, punitive damages, unforeseeable economicdamages, damages for pain, suffering or emotional distress, or any other kindor form of damages.  The remedy, if any,awarded by the arbitrator shall be the sole and exclusive remedy for anydispute which is subject to arbitration under this Section 11.

# 12.                                 OtherProvisions.

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

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

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

## (d)                                 GoverningLaw; 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 Stateof California to the extent not preempted by the federal laws of the UnitedStates of America.  In the event of anyarbitration proceedings, actions at law or suits in equity in relation to theManagement Stock Plan, these Terms and Conditions or the Deferral Election, theprevailing party in such proceeding, action or suit shall receive from thelosing party its attorneys’ fees and all other costs and expenses of suchproceeding, action or suit.  If anyprovisions of the Management Stock Plan, these Terms and Conditions or theDeferral Election shall be held by a court of competent jurisdiction to beinvalid or unenforceable, the remaining provisions thereof shall continue to befully effective.

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## (e)                                  Compliancewith Laws.  The Management StockPlan, these Terms and Conditions, the Deferral Election and the offer,issuance, and delivery of shares of Stock through the deferral of compensationunder the Management Stock Plan and these Terms and Conditions are subject tocompliance with all applicable federal and state laws, rules, and regulations(including but not limited to state and federal securities law) and to suchapprovals by any listing, agency, or regulatory or governmental authority asmay, in the opinion of counsel for the Company, be necessary or advisable inconnection therewith.  Any securitiesdelivered under the Management Stock Plan and these Terms and Conditions shallbe subject to such restrictions, and the person acquiring such securitiesshall, if requested by the Company, provide such assurances and representationsto the Company as the Company may deem necessary or desirable to assurecompliance with all applicable securities laws and other legal requirements.

## (f)                                    Restrictionson Transfer.  Neither the StockUnits, nor any interest therein, nor amount payable or Stock deliverable inrespect thereof, may be sold, assigned, transferred, pledged, or otherwisedisposed of, alienated, or encumbered, either voluntarily or involuntarily,other than by will or the laws of descent and distribution, and in the eventthereof, the Committee at its election may terminate the Stock Units.  Stock issued upon settlement of a Stock UnitAccount shall be subject to such restrictions on transfer as may be necessaryor advisable, in the opinion of legal counsel to the Company, to assurecompliance with applicable securities laws.

## (g)                                 Successors.  These Terms and Conditions shall be bindingupon and shall inure to the benefit of the parties hereto and their respectiveheirs, executors, administrators, successors and assigns.  Where the context permits, “Participant” asused in these Terms and Conditions shall include Participant’s executor,administrator, trustee or other legal representative or the person or personsto whom Participant’s rights pass by will or the applicable laws of descent anddistribution.  Nothing contained in theManagement Stock Plan, these Terms and Conditions or the Deferral Electionshall be interpreted as imposing any liability on the Company or the Committeein favor of any Participant or transferee of Stock Units with respect to anyloss, cost or expense which such Participant or transferee may incur inconnection with, or arising out of any transaction involving any Stock Unitsgranted hereunder.

## (h)                                 Integration.  By signing the Deferral Election, theParticipant agrees that the terms of the Management Stock Plan, these Terms andConditions and the Deferral Election are intended by the Company andParticipant to be the final expression of their contract with respect to theStock Units and other amounts received hereunder and may not be contradicted byevidence of any prior or contemporaneous agreement, and shall constitute thecomplete and exclusive statement of their terms, and that no extrinsic evidencewhatsoever may be introduced in any arbitration, judicial, administrative orother legal proceeding involving the Management Stock Plan, these Terms andConditions and the Deferral Election Plan. Accordingly, the Management Stock Plan, these Terms

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## and Conditionsand the Deferral Election contain the entire understanding between the partiesand 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 ManagementStock Plan, these Terms and Conditions and the Deferral Election, theManagement Stock Plan shall prevail.

## (i)                                     Waivers.  Any failure to enforce any provisions of theManagement Stock Plan, these Terms and Conditions or the Deferral Election bythe 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 ortimes be deemed a waiver or relinquishment of that right or power for all orany other times.

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**YEAR 2000 UNIONBANCAL CORPORATION**

**MANAGEMENT STOCK PLAN**

     **PERFORMANCESHARE PLANSTOCK UNIT DEFERRAL ELECTION**

**Election to Defer Performance Share Payment**

I hereby elect to defer receipt of       % (in5% increments from 5% to 100%) of any Earned Awards to which I may becomeentitled under my Performance Share Agreement with UnionBanCal Corporation (the“Company”) made as of January 1,      , pursuant tothe attached Terms and Conditions, which (including the definition of terms)are incorporated herein by reference.  Iunderstand 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 withthe Company and its Subsidiaries, or

o                                     (must be a date certain following      ).

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

**Method of Payment**

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

o                                    ina single distribution on the Payment Date (or as soon thereafter asadministratively feasible),

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

o                                    inten substantially equal annual installments commencing on the Payment Date (oras soon thereafter as administratively feasible).

I understand that this election is irrevocable, but that the Terms andConditions may provide for an automatic single installment in certaincircumstances.

 

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**YEAR 2000 UNIONBANCAL CORPORATIONMANAGEMENT STOCK PLAN**

**      PERFORMANCE SHAREPLANSTOCK UNIT DEFERRAL ELECTION**

I understand that there is no guarantee of income tax deferral underthis Deferral Election.  I alsounderstand that it is my responsibility to seek appropriate tax advice as tothe income tax consequences of my participation in the Management Stock Planand this Deferral Election, including the effect of Section 409A of theInternal Revenue Code, and to make arrangements to pay Social Security,Medicare and SDI taxes that may be due at time of deferral.
| Executed on                                              |                                    | ,                 |           | , at |   |   |
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| o     I  do not elect to defer. |                                                                                                                                                                                                         |              |
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| UNIONBANCAL CORPORATION                                  |                                                                                                                                                                                                         |              |
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