**Exhibit 10.1**

**2007 Form for Non-EmployeeDirector**

**Restricted Stock Unit Agreement – Annual Grant**

**YEAR 2000UNIONBANCAL CORPORATION**

**MANAGEMENTSTOCK PLANNON-EMPLOYEE DIRECTOR**

**RESTRICTED STOCK UNIT AGREEMENT**

This Agreementis made as of                                   ****(the “Award Date”), between UnionBanCal Corporation (the “Company”)and                                   (“Participant”).

WITNESSETH:

WHEREAS, the Companyhas adopted the Year 2000 UnionBanCal Corporation Management Stock Plan (the “Plan”)as an amendment and restatement of the predecessor UnionBanCal Corporation ManagementStock Plan authorizing the transfer of common stock of the Company (“Stock”) toeligible individuals in connection with the performance of services for the Companyand its Subsidiaries (as defined in the Plan). The Plan is administered by the Executive Compensation and Benefits Committee(“Committee”) of the Company’s Board of Directors and is incorporated in this Agreementby reference and made a part of it; and

WHEREAS, the Companyregards Participant as a valuable contributor to the Company, and has determinedthat it would be to the advantage and interest of the Company and its stockholdersto grant to Participant the Restricted Stock Units provided for in this Agreement,subject to restrictions, as an inducement to remain in the service of the Companyand as an incentive for increased efforts during such service;

NOW, THEREFORE,in consideration of the foregoing premises, and the mutual covenants herein contained,the parties to this Agreement hereby agree as follows:

# 1.             RestrictedStock Unit Award.  As of the Award Date,the Company hereby grants to Participant                ****Restricted Stock Units (the “Regular Grant”).  Each Restricted Stock Unit represents the rightto receive one share of Stock, subject to the vesting and other terms and conditionsset forth in this Agreement.

# 2.             Vesting.

## (a)           The Regular Grant awardedunder Section 1 shall become vested and nonforfeitable in accordance with the followingschedule so long as Participant remains in service as a director of the Company(or any of its Subsidiaries).

### (1)           On                                  ,100% of the Regular Grant shall become fully vested and nonforfeitable.

## (b)           If Participant ceases tobe a Non-Employee Director of the Company or any of its Subsidiaries for any reasonother than death, disability within the meaning of Section 22(e)(3) of the InternalRevenue Code of 1986, as amended (“Disability”), or retirement from the Boardas defined from time to time in the section entitled “Rotation of the Directors”of the Company’s Corporate Governance Guidelines (“Retirement”), all RestrictedStock Units to the extent not yet vested under subsection (a) on the date Participantceases to be a Non-

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## Employee Director shall be forfeited by Participantwithout payment of any consideration to Participant therefor.

## (c)           If Participant’s serviceas a Non-Employee Director of the Company (or any of its Subsidiaries) terminatesby reason of death, Disability or Retirement, or if the Company is subject to aChange in Control (as defined below) while Participant is a Non-Employee Directorof the Company (or any of its Subsidiaries), Participant’s interest in all RestrictedStock Units awarded hereunder shall become fully vested and nonforfeitable as ofthe date of death, Disability, Retirement or Change in Control.

## (d)           The Committee may, in itssole discretion, accelerate the vesting of the Regular Grant on a pro rata basisif Participant does not stand for re-election as a member of the Board of Directorsof the Company and its Subsidiaries, effective upon termination of such service.

# 3.             Limitationson Rights Associated with Restricted Stock Units.  Participant’s Restricted Stock Units shall becredited to a memorandum account on the books of the Company (“Restricted StockUnit Account”).  The Restricted Stock Unitscredited to a Participant’s Restricted Stock Unit Account shall be used solely asa device for the determination of the number of shares of Stock to be distributedeventually to the Participant under the Plan pursuant to Section 5.  The Restricted Stock Units shall not be treatedas property or as a trust fund of any kind. No Participant shall be entitled to any voting or other stockholder rightswith respect to Restricted Stock Units granted or credited under the Plan.  The number of Restricted Stock Units credited(and the Stock to which the Participant is entitled upon distribution under thePlan) shall be subject to adjustment in accordance with Section 6 hereof and Section3(b) of the Plan.  This Agreement shall createonly a contractual obligation on the part of the Company as to such amounts andshall not be construed as creating a trust. The 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 and rightsno greater than the right to receive the Stock (or equivalent value) as a generalunsecured creditor.

# 4.             DividendEquivalent Credits to Restricted Stock Unit Accounts.  As of each date on which dividends are paid withrespect to the Stock, a Participant’s Restricted Stock Unit Account shall be creditedwith additional Restricted Stock Units in an amount equal to (i) the amount of thedividends paid on that number of shares of Stock equal to the aggregate number ofRestricted Stock Units allocated to the Participant’s Restricted Stock Unit Accountas of that date divided by (ii) the Fair Market Value (as defined in the Plan) ofa share of Stock as of such date.  The additionalRestricted Stock Units credited as dividend equivalents shall be subject to thesame vesting and forfeiture restrictions as the underlying Restricted Stock Unitswith respect to which they are credited.

# 5.             Distributionof Stock.

## (a)           General.  Unless Participant has made a timely electionto defer in accordance with the provisions of this Agreement, the Company shallissue to Participant one share of Stock for each Restricted Stock Unit creditedto Participant’s Restricted

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## Stock Unit Account on the date such RestrictedStock Unit becomes vested or as soon as administratively practicable thereafter.  Fractions of shares shall be paid in cash in connectionwith any distribution.  All shares of Stockissued hereunder shall be deemed issued to Participant as fully paid and nonassessableshares, and Participant shall have all rights of a stockholder with respect thereto,including the right to vote, to receive dividends (including stock dividends), toparticipate in stock splits or other recapitalizations, and to exchange such sharesin a merger, consolidation or other reorganization.  Participant hereby acknowledges that Participantis acquiring the Stock issued hereunder for investment and not with a view to thedistribution thereof, and that Participant does not intend to subdivide Participant’sinterest in the Stock with any other person.

## (b)           Deferral Elections.  Participant may elect to defer the delivery ofshares of Stock subject to Restricted Stock Units that vest pursuant to this Agreementin accordance with the rules set forth below and any rules and procedures that mayhereafter be adopted by the Committee.  Unlessotherwise provided by the Committee in accordance with the requirements of Section409A of the Internal Revenue Code of 1986, as amended (the “Code”), deferral electionsmust be in writing, must be received by the Company at its headquarters and becomeirrevocable no later than                                   ,and shall not be effective with respect to amounts that become payable during                .

## (c)           Time of Distribution.

A deferral election shallspecify the date as of which the distribution shall be made or commence (the “PaymentDate”), which shall be either:

### (1)           Participant’stermination of service for any reason as a member of the Board of Directors of theCompany and its Subsidiaries, or

### (2)           Adate certain subsequent to the calendar year in which the Restricted Stock Unitssubject to a grant are scheduled to become fully vested pursuant to Section 2(a).

Participant may not change the election of a Payment Date with respect toany Restricted Stock Units deferred under this Agreement unless otherwise permittedby the Committee in accordance with the requirements of Section 409A of the Code.

## (d)           Method of Distribution.

A deferral election shallspecify the method in which the distribution of Stock shall be made, as electedby the Participant, which shall be either:

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

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

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### (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 election withrespect to any Restricted Stock Units deferred under this Agreement unless otherwisepermitted by the Committee in accordance with the requirements of Section 409A ofthe Code.

## (e)           Effectof Death, Disability or Change in Control. Notwithstanding Sections 5(b), (c) or (d) hereof, if Participant dies orbecomes disabled within the meaning of Section 22(e)(3) of the Code, or if the Companyis subject to a Change in Control (as defined below), the vested Restricted StockUnits then credited to Participant’s Restricted Stock Unit Account shall be settledby means of a single distribution of shares of Stock as soon as administrativelypracticable.  Notwithstanding the foregoing,the settlement of Participant’s Restricted Stock Unit Account shall not be acceleratedupon a Change in Control unless the Change in Control satisfies the applicable requirementsfor a distribution in compliance with Section 409A(a)(2) of the Code.

## (f)            Change in Control.  For purposes of this Agreement, a “Change in Control”of the Company shall be deemed to have occurred upon the happening of any of thefollowing events:  consummation of a reorganization,merger or consolidation or sale or other disposition of all or substantially allof the assets or stock of the Company or the acquisition of the assets or stockof another entity (“Business Combination”); excluding, however, such a BusinessCombination pursuant to which (a) a Permitted Holder will beneficially own, directlyor indirectly, 30% or more of, respectively, the outstanding shares of common stock,and the combined voting power of the then outstanding voting securities entitledto 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 transactionowns the Company or all or substantially all of the Company’s assets either directlyor through one or more subsidiaries), and (b) no individual, entity or group (withinthe 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 CompanyStock than a Permitted Holder.  For purposesof this definition, “Permitted Holder” shall mean (i) The Bank of Tokyo-MitsubishiUFJ, Ltd. or any successor  thereto (“BTMU”),(ii) an employee benefit plan of BTMU or (iii) a corporation controlled by BTMU.

## (g)           Form of Distribution.  Restricted Stock Units may be settled only inwhole shares of Stock.  Fractional sharesshall be settled in cash.

## (h)           15% Premium for Retirement Deferrals.  If Participant makes a timely election pursuantto this Agreement to defer delivery of shares of Stock subject to the RestrictedStock Units until termination of service as a member of the Board of Directors ofthe Company and its Subsidiaries, and if Participant terminates service due to Retirement(or death or Disability after becoming Retirement

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## eligible), Participantwill be credited with an additional number of Restricted Stock Units equal to 15%of the number of Restricted Stock Units granted pursuant to Section 1 of this Agreement,and dividend equivalents with respect to such additional Restricted Stock Unitsas if such units had been credited to Participant’s Restricted Stock Unit Accounton the Award Date.  In addition, if Participantterminates service due to Retirement (or death or Disability after becoming Retirementeligible) in             ,but prior to the one-year anniversary of the Award Date, Participant will be creditedwith the additional Restricted Stock Units as described in the immediately precedingsentence, without regard to whether Participant made a timely election to deferdelivery of shares of Stock until termination. The additional Restricted Stock Units credited pursuant to this Section 5(h)shall be settled upon such termination of Board service.

## (i)            Section 409A.  This Agreement is intended to comply with therequirements of Section 409A of the Code and shall be interpreted in accordancetherewith.

# 6.             Adjustments in Caseof Corporate Transactions.  If there shouldbe 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 Directorsand the Committee shall make appropriate adjustments in order to preserve but notto duplicate or otherwise increase the benefit to Participant (taking into accountany dividend equivalents credited pursuant to Section 4), including adjustmentsin the number of Restricted Stock Units credited to Participant’s Restricted StockUnit Account (which shall remain subject to the same vesting and forfeiture scheduleotherwise applicable to the Restricted Stock Units prior to adjustment).  Any adjustment made pursuant to this Section 6as a consequence of a change in the corporate structure of the Company shall notentitle Participant to receive a number of shares of Stock of the Company or sharesof stock of any successor company greater than the number of shares the Participantwould receive if, prior to such change, Participant had actually held a number ofshares of Stock equal to the number of Restricted Stock Units then credited to hisor her Restricted Stock Unit Account.

# 7.             Limitation on EligibleDirectors.  This Agreement and the awardof Restricted Stock Units hereunder shall not give Participant the right to continueto serve as a member of the Board of Directors or any rights or interests otherthan as herein provided.

# 8.             Beneficiaries.

## (a)           Beneficiary Designation.  Upon forms provided by and subject to conditionsimposed by the Committee, Participant may designate in writing the Beneficiary orBeneficiaries (as defined below) whom such Participant desires to receive any amountspayable under this Agreement after his or her death.  A Beneficiary designation must be signed and datedby Participant and delivered to the Committee to become effective.  The Company and the Committee may rely on Participant’sdesignation of a Beneficiary or Beneficiaries last filed in accordance with thisAgreement.

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## (b)           Definition of Beneficiary.  Participant’s “Beneficiary” or “Beneficiaries”shall be the person(s) designated in writing by Participant to receive his or herbenefits under this Agreement if Participant dies before receiving all of his orher benefits.  In the absence of a valid oreffective Beneficiary designation, Participant’s surviving spouse shall be the Beneficiaryor if there is none, the Beneficiary shall be Participant’s  estate.

# 9.             Restrictions on Transfer.  Neither the Restricted Stock Units, nor any interesttherein, 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 anddistribution, and in the event thereof, the Committee at its election may terminatethe Restricted Stock Units.  Stock issuedupon settlement of a Restricted Stock Unit Account shall be subject to such restrictionson transfer as may be necessary or advisable, in the opinion of legal counsel tothe Company, to assure compliance with applicable securities laws.

# 10.           Notice.  Any notice or other paper required to be givenor sent pursuant to the terms of this Agreement shall be sufficiently given or servedhereunder to any party when transmitted by registered or certified mail, postageprepaid, addressed to the party to be served as follows:

Company:              Executive Vice President and Director of HumanResourcesUnionBanCal Corporation400 California Street, 10th FloorSan Francisco, CA  94104

Participant:            At Participant’s addressas it appears under Participant’s signature to this Agreement, or to such otheraddress as Participant may specify in writing to the Company.

Any party may designate another address for receipt of notices so long asnotice is given in accordance with this Section 10.

# 11.           Committee Decisions Conclusive.  All decisions, determinations and interpretationsof the Committee arising under the Plan or under this Agreement shall be conclusiveand binding on all parties.

# 12.           Mandatory Arbitration.  Any dispute arising out of or relating to thisAgreement, including its meaning or interpretation, shall be resolved solely byarbitration before an arbitrator selected in accordance with the rules of the AmericanArbitration Association.  The location forthe arbitration shall be in San Francisco, Los Angeles or San Diego as selectedby the Company in good faith.  Judgment onthe award rendered may be entered in any court having jurisdiction.  The party the arbitrator determines is the prevailingparty shall be entitled to have the other party pay the expenses of the prevailingparty, and in this regard the arbitrator shall have the power to award recoveryto such prevailing party of all costs and fees (including attorneys fees and a reasonableallocation 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

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# 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 Section 12.  The provisions of this Section 12 are intendedby Participant and the Company to be exclusive for all purposes and applicable toany and all disputes arising out of or relating to this Agreement.  The arbitrator who hears and decides any disputeshall have jurisdiction and authority only to award compensatory damages to makewhole a person or entity sustaining foreseeable economic damages, and shall nothave jurisdiction and authority to make any other award of any type, including withoutlimitation, 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 arbitratorshall be the sole and exclusive remedy for any dispute which is subject to arbitrationunder this Section 12.

# 13.           Successors.  This Agreement shall be binding upon and shallinure to the benefit of the parties hereto and their respective heirs, executors,administrators, successors and assigns.  Nothingcontained in the Plan or this Agreement shall be interpreted as imposing any liabilityon the Company or the Committee in favor of Participant or any purchaser or othertransferee of Stock with respect to any loss, cost or expense which Participant,purchaser or transferee may incur in connection with, or arising out of any transactioninvolving any shares of Stock subject to the Plan or this Agreement.

# 14.           Integration.  The terms of the Plan and this Agreement are intendedby the Company and the Participant to be the final expression of their contractwith respect to the shares of Stock and other amounts received under the Plan andmay not be contradicted by evidence of any prior or contemporaneous agreement.  The Company and Participant further intend thatthe Plan and this Agreement shall constitute the complete and exclusive statementof their terms and that no extrinsic evidence whatsoever may be introduced in anyarbitration, judicial, administrative or other legal proceeding involving the Planor this Agreement.  Accordingly, the Planand this Agreement contain the entire understanding between the parties and supersedeall prior oral, written and implied agreements, understandings, commitments andpractices among the parties.  In the eventof any conflict among the provisions of the Plan document and this Agreement, thePlan document shall prevail.  The Companyand Participant shall have the right to amend this Agreement in writing as theymutually agree.

# 15.           Waivers.  Any failure to enforce any terms or conditionsof the Plan or this Agreement by the Company or by the Participant shall not bedeemed a waiver of that term or condition, nor shall any waiver or relinquishmentof any right or power at any one time or times be deemed a waiver or relinquishmentof that right or power for all or any other times.

# 16.           Severability of Provisions.  If any provision of the Plan or this Agreementshall be held invalid or unenforceable, such invalidity or unenforceability shallnot affect any other provision thereof, and the Plan and this Agreement shall beconstrued and enforced as if neither of them included such provision.

# 17.           California Law.  The Plan and this Agreement shall be construedand enforced according to the laws of the State of California to the extent notpreempted by the federal laws of the United States of America.  In the event of any arbitration proceedings, actionsat law

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# or suits in equity in relation to the Plan or this Agreement,the prevailing party in such proceeding, action or suit shall receive from the losingparty its attorneys’ fees and all other costs and expenses of such proceeding, actionor suit.

IN WITNESS WHEREOF, the parties hereto have duly executed this RestrictedStock Unit Agreement as of the date first above written.  Participant also hereby acknowledges receipt ofa copy of the Prospectus and the Year 2000 UnionBanCal Corporation Management StockPlan.

UNIONBANCAL CORPORATION
| By     |   |                                       |   |
|--------|--------|---------------------------------------|--------|
|   |   | Paul Fearer, Executive Vice President |
|   |   |                                  |

 
| Dated: |   |   |                     |
|--------|--------|--------|--------------------------|
|   |   |   | Participant Signature    |
|   |   |   |                     |
|   |   |   |                     |
|   |   |   | Participant Printed Name |

 

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**2007 Form for New Non-Employee Directors**

**RestrictedStock Unit Agreement - Initial and Annual Grant**

**YEAR 2000UNIONBANCAL CORPORATION**

**MANAGEMENTSTOCK PLANNON-EMPLOYEE DIRECTOR**

**RESTRICTED STOCK UNIT AGREEMENT**

This Agreementis made as of                                      ****(the “Award Date”), between UnionBanCal Corporation (the “Company”)and                                                                           (“Participant”).

WITNESSETH:

WHEREAS, theCompany has adopted the Year 2000 UnionBanCal Corporation Management Stock Plan(the “Plan”) as an amendment and restatement of the predecessor UnionBanCalCorporation Management Stock Plan authorizing the transfer of common stock ofthe Company (“Stock”) to eligible individuals in connection with theperformance of services for the Company and its Subsidiaries (as defined in thePlan).  The Plan is administered by theExecutive Compensation and Benefits Committee (“Committee”) of the Company’sBoard of Directors and is incorporated in this Agreement by reference and madea part of it; and

WHEREAS, theCompany regards Participant as a valuable contributor to the Company, and hasdetermined that it would be to the advantage and interest of the Company andits stockholders to grant to Participant the Restricted Stock Units providedfor in this Agreement, subject to restrictions, as an inducement to remain inthe service of the Company and as an incentive for increased efforts duringsuch service;

NOW,THEREFORE, in consideration of the foregoing premises, and the mutual covenantsherein contained, the parties to this Agreement hereby agree as follows:

# 1.             Restricted StockUnit Award.  As of the Award Date,the Company hereby grants to Participant (i) (                  )****Restricted Stock Units (the “Initial Grant”) and (ii) (                   )Restricted Stock Units (the “Regular Grant”). Each Restricted Stock Unit represents the right to receive one share ofStock, subject to the vesting and other terms and conditions set forth in thisAgreement.

# 2.             Vesting.

## (a)           The Initial Grant awarded under Section 1shall become vested and nonforfeitable in accordance with the followingschedule so long as Participant remains in service as a Non-Employee Directorof the Company (or any of its Subsidiaries).

### (1)           On                                 ,33-1/3% of the Initial Grant shall become fully vested and nonforfeitable.

### (2)           On                                 ,33-1/3% of the Initial Grant shall become fully vested and nonforfeitable.

### (3)           On                                 ,the balance of the Initial Grant shall become fully vested and nonforfeitable.

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## (b)           The Regular Grant awarded under Section 1shall become vested and nonforfeitable in accordance with the followingschedule so long as Participant remains in service as a director of the Company(or any of its Subsidiaries).

### (1)           On                                 ,100% of the Regular Grant shall become fully vested and nonforfeitable.

## (c)           If Participant ceases to be a Non-EmployeeDirector of the Company or any of its Subsidiaries for any reason other thandeath, disability within the meaning of Section 22(e)(3) of the InternalRevenue Code of 1986, as amended (“Disability”), or retirement from the Boardas defined from time to time in the section entitled “Rotation of the Directors”of the Company’s Corporate Governance Guidelines (“Retirement”), all RestrictedStock Units to the extent not yet vested under subsections (a) and (b) on thedate Participant ceases to be a Non-Employee Director shall be forfeited byParticipant without payment of any consideration to Participant therefor.

## (d)           If Participant’s service as a Non-EmployeeDirector of the Company (or any of its Subsidiaries) terminates by reason ofdeath, Disability or Retirement, or if the Company is subject to a Change inControl (as defined below) while Participant is a Non-Employee Director of theCompany (or any of its Subsidiaries), Participant’s interest in all RestrictedStock Units awarded hereunder shall become fully vested and nonforfeitable asof the date of death, Disability, Retirement or Change in Control.

## (e)           The Committee may, in its sole discretion,accelerate the vesting of the Regular Grant on a pro rata basis if Participantdoes not stand for re-election as a member of the Board of Directors of theCompany and its Subsidiaries, effective upon termination of such service.

# 3.             Limitations onRights Associated with Restricted Stock Units.  Participant’s Restricted Stock Units shall becredited to a memorandum account on the books of the Company (“Restricted StockUnit Account”).  The Restricted StockUnits credited to a Participant’s Restricted Stock Unit Account shall be usedsolely as a device for the determination of the number of shares of Stock to bedistributed eventually to the Participant under the Plan pursuant to Section5.  The Restricted Stock Units shall notbe treated as property or as a trust fund of any kind.  No Participant shall be entitled to anyvoting or other stockholder rights with respect to Restricted Stock Unitsgranted or credited under the Plan.  Thenumber of Restricted Stock Units credited (and the Stock to which theParticipant is entitled upon distribution under the Plan) shall be subject toadjustment in accordance with Section 6 hereof and Section 3(b) of thePlan.  This Agreement shall create only acontractual obligation on the part of the Company as to such amounts and shallnot be construed as creating a trust. The 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 (or equivalent value) asa general unsecured creditor.

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# 4.             DividendEquivalent Credits to Restricted Stock Unit Accounts.  As of each date on which dividends are paidwith respect to the Stock, a Participant’s Restricted Stock Unit Account shallbe credited with additional Restricted Stock Units in an amount equal to (i)the amount of the dividends paid on that number of shares of Stock equal to theaggregate number of Restricted Stock Units allocated to the Participant’sRestricted Stock Unit Account as of that date divided by (ii) the Fair MarketValue (as defined in the Plan) of a share of Stock as of such date.  The additional Restricted Stock Unitscredited as dividend equivalents shall be subject to the same vesting andforfeiture restrictions as the underlying Restricted Stock Units with respectto which they are credited.

# 5.             Distribution ofStock.

## (a)           General.  Unless Participant has made a timely electionto defer in accordance with the provisions of this Agreement, the Company shallissue to Participant one share of Stock for each Restricted Stock Unit creditedto Participant’s Restricted Stock Unit Account on the date such RestrictedStock Unit becomes vested or as soon as administratively practicablethereafter.  Fractions of shares shall bepaid in cash in connection with any distribution.  All shares of Stock issued hereunder shall bedeemed issued to Participant as fully paid and nonassessable shares, andParticipant shall have all rights of a stockholder with respect thereto,including the right to vote, to receive dividends (including stock dividends),to participate in stock splits or other recapitalizations, and to exchange suchshares in a merger, consolidation or other reorganization.  Participant hereby acknowledges thatParticipant is acquiring the Stock issued hereunder for investment and not witha view to the distribution thereof, and that Participant does not intend tosubdivide Participant’s interest in the Stock with any other person.

## (b)           Deferral Elections.  Participant may elect to defer the deliveryof shares of Stock subject to Restricted Stock Units that vest pursuant to thisAgreement in accordance with the rules set forth below and any rules andprocedures that may hereafter be adopted by the Committee.  Unless otherwise provided by the Committee inaccordance with the requirements of Section 409A of the Internal Revenue Codeof 1986, as amended (the “Code”), deferral elections must be in writing, mustbe received by the Company at its headquarters and become irrevocable no laterthan                                 ,and shall not be effective with respect to amounts that become payable during                 .

## (c)           Time of Distribution.

A deferral election shallspecify the date as of which the distribution shall be made or commence (the “PaymentDate”), which shall be either:

### (1)           Participant’s termination of service for anyreason as a member of the Board of Directors of the Company and itsSubsidiaries, or

### (2)           A date certain subsequent to the calendaryear in which the Restricted Stock Units subject to a grant are scheduled tobecome fully vested pursuant to Sections 2(a) or (b).

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Participant may not change the election of a Payment Date with respectto any Restricted Stock Units deferred under this Agreement unless otherwisepermitted by the Committee in accordance with the requirements of Section 409Aof the Code.

## (d)           Method of Distribution.

A deferral election shallspecify the method in which the distribution of Stock shall be made, as electedby 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 annualinstallments, commencing on the Payment Date (or as soon thereafter asadministratively feasible) or

### (3)           in ten substantially equal annualinstallments, commencing on the Payment Date (or as soon thereafter asadministratively feasible).

A Participant may not change the method of any distribution electionwith respect to any Restricted Stock Units deferred under this Agreement unlessotherwise permitted by the Committee in accordance with the requirements ofSection 409A of the Code.

## (e)           Effectof Death, Disability or Change in Control. Notwithstanding Sections 5(b), (c) or (d) hereof, if 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 vestedRestricted Stock Units then credited to Participant’s Restricted Stock UnitAccount shall be settled by means of a single distribution of shares of Stockas soon as administratively practicable. Notwithstanding the foregoing, the settlement of Participant’sRestricted Stock Unit Account shall not be accelerated upon a Change in Controlunless the Change in Control satisfies the applicable requirements for adistribution in compliance with Section 409A(a)(2) of the Code.

## (f)            Change in Control.  For purposes of this Agreement, a “Change inControl” of the Company shall be deemed to have occurred upon the happening ofany of the following events: consummation of a reorganization, merger or consolidation or sale orother disposition of all or substantially all of the assets or stock of theCompany or the acquisition of the assets or stock of another entity (“BusinessCombination”); excluding, however, such a Business Combination pursuant towhich (a) a Permitted Holder will beneficially own, directly or indirectly, 30%or more of, respectively, the outstanding shares of common stock, and thecombined voting power of the then outstanding voting securities entitled tovote generally in the election of directors (together, the “Company Stock”), asthe case may be, of the corporation resulting from such Business Combination(including, without limitation, a corporation which as a result of suchtransaction owns the Company or all or substantially all of the Company’sassets either directly or through one or

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## moresubsidiaries), and (b) no individual, entity or group (within the meaning ofSection 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, asamended, has a greater beneficial interest, directly or indirectly, in theCompany Stock than a Permitted Holder. For purposes of this definition, “Permitted Holder” shall mean (i) TheBank of Tokyo-Mitsubishi UFJ, Ltd. or any successor  thereto (“BTMU”), (ii) an employee benefitplan of BTMU or (iii) a corporation controlled by BTMU.

## (g)           Form of Distribution.  Restricted Stock Units may be settled only inwhole shares of Stock.  Fractional sharesshall be settled in cash.

## (h)           15% Premium for Retirement Deferrals.  If Participant makes a timely electionpursuant to this Agreement to defer delivery of shares of Stock subject to theRestricted Stock Units until termination of service as a member of the Board ofDirectors of the Company and its Subsidiaries, and if Participant terminatesservice due to Retirement (or death or Disability after becoming Retirementeligible), Participant will be credited with an additional number of RestrictedStock Units equal to 15% of the number of Restricted Stock Units grantedpursuant to Section 1 of this Agreement, and dividend equivalents with respectto such additional Restricted Stock Units as if such units had been credited toParticipant’s Restricted Stock Unit Account on the Award Date. The additionalRestricted Stock Units credited pursuant to this Section 5(h) shall be settledupon such termination of Board service.

## (i)            Section 409A.  This Agreement is intended to comply with therequirements of Section 409A of the Code and shall be interpreted in accordancetherewith.

# 6.             Adjustments inCase of Corporate Transactions.  Ifthere 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 Participant (taking into account any dividendequivalents credited pursuant to Section 4), including adjustments in thenumber of Restricted Stock Units credited to Participant’s Restricted StockUnit Account (which shall remain subject to the same vesting and forfeitureschedule otherwise applicable to the Restricted Stock Units prior toadjustment).  Any adjustment madepursuant to this Section 6 as a consequence of a change in the corporatestructure of the Company shall not entitle Participant to receive a number ofshares of Stock of the Company or shares of stock of any successor companygreater than the number of shares the Participant would receive if, prior tosuch change, Participant had actually held a number of shares of Stock equal tothe number of Restricted Stock Units then credited to his or her RestrictedStock Unit Account.

# 7.             Limitation onEligible Directors.  This Agreementand the award of Restricted Stock Units hereunder shall not give Participantthe right to continue to serve as a member of the Board of Directors or anyrights or interests other than as herein provided.

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# 8.             Beneficiaries.

## (a)           Beneficiary Designation.  Upon forms provided by and subject toconditions imposed by the Committee, Participant may designate in writing theBeneficiary or Beneficiaries (as defined below) whom such Participant desiresto receive any amounts payable under this Agreement after his or herdeath.  A Beneficiary designation must besigned and dated by Participant and delivered to the Committee to becomeeffective.  The Company and the Committeemay rely on Participant’s designation of a Beneficiary or Beneficiaries lastfiled in accordance with this Agreement.

## (b)           Definition of Beneficiary.  Participant’s “Beneficiary” or “Beneficiaries”shall be the person(s) designated in writing by Participant to receive his orher benefits under this Agreement if Participant dies before receiving all ofhis or her benefits.  In the absence of avalid or effective Beneficiary designation, Participant’s surviving spouseshall be the Beneficiary or if there is none, the Beneficiary shall beParticipant’s  estate.

# 9.             Restrictions onTransfer.  Neither the RestrictedStock Units, nor any interest therein, nor amount payable or Stock deliverablein respect 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 Restricted StockUnits.  Stock issued upon settlement of aRestricted Stock Unit Account shall be subject to such restrictions on transferas may be necessary or advisable, in the opinion of legal counsel to theCompany, to assure compliance with applicable securities laws.

# 10.           Notice.  Any notice or other paper required to begiven or sent pursuant to the terms of this Agreement shall be sufficientlygiven or served hereunder to any party when transmitted by registered orcertified mail, postage prepaid, addressed to the party to be served asfollows:

Company:              Executive Vice President and Director ofHuman ResourcesUnionBanCal Corporation400 California Street, 10th FloorSan Francisco, CA  94104

Participant:            At Participant’saddress as it appears under Participant’s signature to this Agreement, or tosuch other address as Participant may specify in writing to the Company.

Any party may designate another address for receipt of notices so longas notice is given in accordance with this Section 10.

# 11.           Committee DecisionsConclusive.  All decisions,determinations and interpretations of the Committee arising under the Plan orunder this Agreement shall be conclusive and binding on all parties.

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# 12.           Mandatory Arbitration.  Any dispute arising out of or relating tothis Agreement, including its meaning or interpretation, shall be resolvedsolely by arbitration before an arbitrator selected in accordance with therules of the American Arbitration Association. The location for the arbitration shall be in San Francisco, Los Angelesor San Diego as selected by the Company in good faith.  Judgment on the award rendered may be enteredin any court having jurisdiction.  Theparty the arbitrator determines is the prevailing party shall be entitled tohave the other party pay the expenses of the prevailing party, and in thisregard the arbitrator shall have the power to award recovery to such prevailingparty of all costs and fees (including attorneys fees and a reasonable allocationfor 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, eachparty shall pay an equal share of the arbitrator’s fees.  All statutes of limitation which wouldotherwise be applicable shall apply to any arbitration proceeding under thisSection 12.  The provisions of thisSection 12 are intended by Participant and the Company to be exclusive for allpurposes and applicable to any and all disputes arising out of or relating tothis Agreement.  The arbitrator who hearsand decides any dispute shall have jurisdiction and authority only to awardcompensatory damages to make whole a person or entity sustaining foreseeableeconomic damages, and shall not have jurisdiction and authority to make anyother award of any type, including without limitation, punitive damages,unforeseeable economic damages, damages for pain, suffering or emotionaldistress, or any other kind or form of damages. The remedy, if any, awarded by the arbitrator shall be the sole andexclusive remedy for any dispute which is subject to arbitration under thisSection 12.

# 13.           Successors.  This Agreement shall be binding upon andshall inure to the benefit of the parties hereto and their respective heirs,executors, administrators, successors and assigns.  Nothing contained in the Plan or thisAgreement shall be interpreted as imposing any liability on the Company or theCommittee in favor of Participant or any purchaser or other transferee of Stockwith respect to any loss, cost or expense which Participant, purchaser ortransferee may incur in connection with, or arising out of any transactioninvolving any shares of Stock subject to the Plan or this Agreement.

# 14.           Integration.  The terms of the Plan and this Agreement areintended by the Company and the Participant to be the final expression of theircontract with respect to the shares of Stock and other amounts received underthe Plan and may not be contradicted by evidence of any prior orcontemporaneous agreement.  The Companyand Participant further intend that the Plan and this Agreement shallconstitute the complete and exclusive statement of their terms and that noextrinsic evidence whatsoever may be introduced in any arbitration, judicial,administrative or other legal proceeding involving the Plan or thisAgreement.  Accordingly, the Plan andthis Agreement contain the entire understanding between the parties and supersedeall prior oral, written and implied agreements, understandings, commitments andpractices among the parties.  In theevent of any conflict among the provisions of the Plan document and thisAgreement, the Plan document shall prevail. The Company and Participant shall have the right to amend this Agreementin writing as they mutually agree.

# 15.           Waivers.  Any failure to enforce any terms orconditions of the Plan or this Agreement by the Company or by the Participantshall not be deemed a waiver of that term or condition,

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# nor shall any waiver or relinquishment of any right orpower at any one time or times be deemed a waiver or relinquishment of thatright or power for all or any other times.

# 16.           Severability ofProvisions.  If any provision of thePlan or this Agreement shall be held invalid or unenforceable, such invalidityor unenforceability shall not affect any other provision thereof, and the Planand this Agreement shall be construed and enforced as if neither of themincluded such provision.

# 17.           California Law.  The Plan and this Agreement shall beconstrued and enforced according to the laws of the State of California to theextent 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 Plan or this Agreement,the prevailing 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.

IN WITNESS WHEREOF, the parties hereto have duly executed thisRestricted Stock Unit Agreement as of the date first above written.  Participant also hereby acknowledges receiptof a copy of the Prospectus and the Year 2000 UnionBanCal CorporationManagement Stock Plan.

UNIONBANCAL CORPORATION
| By     |   |                                       |   |
|--------|--------|---------------------------------------|--------|
|   |   | Paul Fearer, Executive Vice President |
|   |   |                                  |

 
| Dated: |   |   |                     |
|--------|--------|--------|--------------------------|
|   |   |   | Participant Signature    |
|   |   |   |                     |
|   |   |   |                     |
|   |   |   | Participant Printed Name |

 

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