CONFIDENTIAL SEPARATION AGREEMENT AND MUTUAL GENERAL RELEASE
          ------------------------------------------------------------

     For  good  and   valuable   consideration,   receipt  of  which  is  hereby
acknowledged,  and in order to resolve and settle finally,  fully and completely
all matters that now or may exist between them, the parties agree as follows:

     1. PARTIES.  The parties to this Agreement are Robert M. Walker, his heirs,
representatives, successors and assigns (hereinafter referred to collectively as
"Walker")  and Union Bank of  California,  N.A.,  its  parent,  affiliated,  and
subsidiary corporations,  its and their successors and assigns, and the past and
present  officers,  directors,  employees,  shareholders,  agents  and  employee
benefit plans of each (hereinafter referred to collectively as the "Bank").

     2. RELEASE OF CLAIMS BY WALKER.  In exchange for the promises  contained in
this Agreement,  the adequacy of which as consideration is hereby  acknowledged,
Walker hereby fully  releases and forever  discharges  the Bank from any and all
actions,  causes  of  action,  claims,  demands,  damages,  and  liabilities  of
whatsoever  kind or  character,  in law or in  equity,  now  known  or  unknown,
suspected or unsuspected, past or present, that he has ever had or currently may
have  against  the Bank  including,  but not limited  to,  claims of race,  sex,
religious,  age,  disability,   medical  condition  (in  and  as  defined  under
California law), marital status,  veteran status, sexual orientation or national
origin  discrimination  under  Title VII of the  Civil  Rights  Act of 1964,  as
amended,  the  Americans  with  Disabilities  Act of 1990,  as amended,  the Age
Discrimination in Employment Act, as amended,  the Family and Medical Leave Act,
the Employee Retirement Income Security Act of 1974, as amended,  the California
Fair  Employment  and Housing Act, as amended,  the  California  Labor Code,  as
amended,  and any other federal,  state or local laws,  arising out of or in any
way related to Walker's employment relationship with the Bank or the termination
of that  employment  relationship.  Except as otherwise may be permitted by law,
Walker  further agrees not to institute in any state or federal court any action
or claim of any kind  against  the Bank  arising  out of any claims  released by
Walker under this Agreement.  Execution of this document by Walker operates as a
complete bar and defense against any and all current claims of any type that may
be made by Walker  against the Bank,  provided,  however,  that  nothing in this
release is intended to affect  Walker's right to seek a remedy in arbitration to
resolve any  controversy  arising out of the  construction or application of the
terms, provisions or conditions of the Agreement. Notwithstanding the foregoing,
nothing in this  Paragraph 2 is intended to constitute a waiver by Walker of (a)
any right or claim to indemnification,  nor or in the future,  including without
limitation,  any right  Walker  may have  under (i) the  Bank's  certificate  of
incorporation,  bylaws, or other applicable  internal policies;  (ii) California
law; or (iii) directors' and officers'  liability insurance policies or coverage
thereunder  in  connection  with his  employment  or  service  as an  officer or
director of the Bank;  (b) any rights as a  shareholder  of the Bank; or (c) any
rights under this Agreement.

     3. RELEASE OF CLAIMS BY THE BANK. In exchange for the promises contained in
this Agreement,  the adequacy of which as consideration is hereby  acknowledged,
and to the extent  permitted by law, the Bank hereby fully  releases and forever
discharges Walker from any and all actions,  causes of action, claims,  demands,
damages,  and liabilities of whatsoever kind or


                                      -1-

<PAGE>



character, in law or in equity, now known or unknown,  suspected or unsuspected,
past or  present,  that it has ever had or  currently  may have  against  Walker
arising out of or in any way related to Walker's  employment  relationship  with
the Bank or the termination of that employment relationship, or Walker's service
as an officer or director of the Bank.  Except as otherwise  may be permitted by
law, the Bank further  agrees not to institute in any state or federal court any
action or claim of any kind against Walker arising out of any claims released by
the Bank under this  Agreement.  Execution of this document by the Bank operates
as a complete  bar and defense  against  any and all current  claims of any type
that may be made by the Bank against  Walker and released  hereunder,  provided,
however,  that nothing in this release is intended to affect the Bank's right to
seek a remedy in  arbitration  to resolve  any  controversy  arising  out of the
construction  or  application  of the terms,  provisions  or  conditions  of the
Agreement.  By his signature  hereon,  Walker  acknowledges  that he knows of no
facts which,  if known by the Bank,  would have  materially  affected the Bank's
decision  to  enter  into the  release  in favor  of  Walker  set  forth in this
Paragraph 3.

     4.  WAIVER  OF  RIGHTS  UNDER  CIVIL  CODE  SECTION   1542.  As  a  further
consideration  and  inducement  for this  Agreement,  the Bank and Walker hereby
waive and release any and all rights under Section 1542 of the California  Civil
Code or any  analogous  state,  local or federal law,  statute,  rule,  order or
regulation  either  has or may have  against  the other.  California  Civil Code
Section 1542 reads as follows:

          A general  release does not extend to claims  which the creditor  does
          not know or suspect to exist in his favor at the time of executing the
          release,  which  if known by him must  have  materially  affected  his
          settlement with the debtor.

The parties hereby expressly agree that this Agreement shall extend and apply to
all unknown, unsuspected and unanticipated injuries and damages as well as those
that are now disclosed.

     5. TERMINATION OF EMPLOYMENT; NOTICE PERIOD. Walker and the Bank agree that
his employment shall end on June 30, 2004 (the "Termination Date"). Walker shall
maintain his title of Vice Chair through the Termination Date;  however,  Walker
shall  not be  deemed  a  policy  making  officer  of the  Bank  or  UnionBanCal
Corporation  ("UNBC")  after March 31, 2004.  Walker shall  continue to serve as
Group Head, Commercial Financial Services Group ("CFSG") through March 31, 2004.
Commencing on April 1, 2004,  Walker shall be deemed to be on notice through the
Termination Date (the "Notice Period"),  and shall make himself available during
the Notice  Period  when  reasonably  requested  by the Bank's  Chief  Executive
Officer  ("CEO")  for  consultation  concerning  the Bank's  activities  (unless
precluded  therefrom by Walker's death or disability).  Walker shall continue to
receive  regular  salary  payments and  benefits,  including  vacation  accrual,
through the Termination  Date.  Walker's  entitlement to the salary payments and
benefits described in this Paragraph 5 shall not be affected in the event of his
death or disability during the Notice Period, except that Walker may not receive
both salary payments and benefits under the Bank's short term disability program
for any period of disability during the Notice Period.



                                      -2-

<PAGE>



     6. SPECIAL  SEPARATION  BENEFITS.  In consideration of the promises made by
Walker herein, the Bank shall do the following:

          (a) SEPARATION PAY PLAN BENEFITS.  Commencing on July 1, 2004,  Walker
     shall be eligible to participate in and receive  benefits at the Vice Chair
     level  under the Union  Bank of  California,  N.A.  Separation  Pay Plan in
     effect at the time this  Agreement  is executed by Walker (the  "Separation
     Pay Plan"),  subject to the  eligibility  requirements  and other terms and
     conditions of the such Plan, to the extent not otherwise modified by and/or
     specifically provided for in this Agreement. The Bank shall not be required
     to provide any additional written notice of position  elimination to Walker
     other than as set forth in  Paragraph  5 of this  Agreement  and the Notice
     Period  described  in  Paragraph  5 shall be deemed to  satisfy  any notice
     requirement  under the Separation Pay Plan.  Under the Separation Pay Plan,
     Walker  shall  receive one hundred and four (104) weeks of  separation  pay
     allowance  and  benefit   continuation,   less  applicable  deductions  and
     withholdings.  Separation  pay  allowance  payments  shall be made in equal
     installments  on the Bank's  regularly  scheduled pay days and shall end on
     June 30, 2006.  For purposes of  separation  pay  allowance,  Walker's base
     salary  shall be  $1,000,000.00  annually,  which  shall be deemed to fully
     satisfy  the  "base  pay"  component  (including  any  amounts  for  "bonus
     averaging")  under the  Separation  Pay Plan.  Walker  also  shall  receive
     additional  supplemental  amounts of $13,200.00  (which  represents  annual
     automobile  allowance),  and $4,800.00  (which  represents  annual dues for
     Walker's  membership in the Peninsula  Country Club),  totaling  $18,000.00
     annually.  This amount  shall be augmented  by an  additional  gross amount
     which, when subjected to applicable withholding, results in a net amount of
     $7,176.00  (which  represents  annual dues for Walker's  memberships in the
     Bankers  Club  and the  California  Club).  Subject  to the  provisions  of
     Paragraphs  7 and 12 of this  Agreement,  Walker's  entitlement  to receive
     benefits  under the  Separation Pay Plan shall not be affected in the event
     that Walker is employed  by an entity that  subsequently  is acquired by or
     becomes  affiliated with the Bank through merger,  acquisition or any other
     form of transfer prior to June 30, 2006, and in such case, Walker shall not
     be  required  to repay  any  separation  pay  allowance  or other  benefits
     received under this Agreement, nor shall Walker be entitled to any benefits
     or rights under the  Change-of-Control  Agreement  between  Walker and UNBC
     dated May 1, 2003 (the "Change-of-Control  Agreement").  Further,  Walker's
     rights to employment benefits on the same basis as other similarly situated
     employees of the  acquired or  affiliated  entity shall not be affected.  A
     copy  of  the  Separation  Pay  Plan  Summary  Plan  Description  (entitled
     "Memorandum  Regarding Union Bank of California,  N.A. Termination Pay Plan
     and  Separation  Pay Plan") (the  "Summary Plan  Description")  is attached
     hereto as Exhibit A. Walker's  eligibility  to  participate  in and receive
     benefits  under the Separation Pay Plan as set forth in this Paragraph 6 is
     expressly  conditioned  upon Walker's  execution and  nonrevocation of this
     Agreement.

          (b)  SENIOR  MANAGEMENT  BONUS  PLAN.  Upon  Walker's   execution  and
     nonrevocation of this Agreement, Walker shall receive a partial award under
     the Union Bank of California  Senior Management Bonus Plan or any successor
     thereto (the "Bonus Plan") in  connection  with  Walker's  performance  for
     calendar year 2004. For purposes of



                                      -3-

<PAGE>



     this  Agreement,  the  parties  agree that such award shall be in the gross
     amount  of  $231,750.00),  less  applicable  deductions  and  withholdings.
     Walker's  entitlement  to  an  award  in  the  amount  set  forth  in  this
     subparagraph   6(b)  is  expressly   conditioned  upon  his  execution  and
     nonrevocation  of this  Agreement.  In the  absence of such  execution  and
     nonrevocation,  Walker's  entitlement  to an award under the Bonus Plan, if
     any,  shall be governed  exclusively  by the terms and  conditions  of such
     Plan.

          (c) FINANCIAL COUNSELING SERVICES. In addition to the two (2) years of
     financial  counseling  services to which  Walker will be entitled  upon his
     execution  and  nonrevocation  of this  Agreement  and as  described in the
     Summary Plan Description,  the Bank shall provide Walker with an additional
     one (1) year of such services. In all other respects,  Walker's eligibility
     for and receipt of financial  counseling  services shall be as provided for
     in the Summary Plan Description.

Walker's  entitlement to the payments and benefits described in this Paragraph 6
shall not be affected in the event of his death prior to July 1, 2004.

     7. POST-EMPLOYMENT MATTERS.

          (a) NONSOLICITATION.  Walker agrees that during the period in which he
     is receiving  separation  pay  allowance  under  subparagraph  6(a) of this
     Agreement, he shall not:

               (i) induce,  solicit,  recruit or  encourage  any employee of the
          Bank to leave the employ of the Bank by:

                    (A) disclosing to any third party the names,  backgrounds or
               qualifications  of any Bank  employees or  otherwise  identifying
               them as potential  candidates for employment  with a third party;
               or

                    (B)  personally  or through  any other  person  approaching,
               recruiting,   interviewing  or  otherwise   soliciting  any  Bank
               employees to work for a third party; or

               (ii) solicit,  either on behalf of Walker or any third party, the
          business  of any  client or  customer  of the Bank or any  prospective
          customer or client of the Bank by using any  Confidential  Information
          (as such term is defined in Paragraph 12 of this Agreement).

          (b)  NONCOMPETITION.  Walker acknowledges that if he were to engage in
     activities on behalf of a competitor  following his employment by the Bank,
     such  would  dilute  the value of the Bank's  business.  Therefore,  Walker
     agrees  that  during the  period in which he is  receiving  separation  pay
     allowance under subparagraph 6(a) of this Agreement,  he shall not, without
     the prior written consent of the Bank, engage in any business that competes
     with  the   activities  of  the  Bank  within  the  state  of   California.



                                      -4-

<PAGE>



     Notwithstanding  the  foregoing,  Walker  shall  not  be  deemed  to  be in
     violation  of this  subparagraph  7(b) in the event that he is elected as a
     director on the board of a financial  institution with assets of $3 billion
     or less.

     8. FULL  SATISFACTION  OF ALL OTHER  PAYMENTS AND  OBLIGATIONS.  Except for
those  obligations  and  payments  on the  part of the  Bank  set  forth in this
Agreement  and those  benefits  to which  Walker is  entitled  pursuant  to this
Agreement,  Walker expressly acknowledges and agrees that the special separation
benefits   described  in  Paragraph  6  constitute   full,  final  and  complete
satisfaction  of all  amounts due to him now or in the future by the Bank and/or
under the Employment Agreement between Walker and the Bank dated January 1, 1998
(the "Employment  Agreement"),  the Change-of-Control  Agreement,  and the Bonus
Plan. Notwithstanding the foregoing,  nothing in this Paragraph 8 is intended to
affect  Walker's  entitlement  to benefits  under any employee  benefit plans or
programs in which Walker  currently is or may become a  participant,  subject to
the  eligibility  requirements  and other terms and conditions of such plans and
programs,  nor shall this Agreement  affect  Walker's  eligibility  for the "Net
Benefit"  described in  subparagraph  4(d) of the  Employment  Agreement  (which
provision shall be deemed to be  incorporated  herein as if set out in full). To
the  extent  the  benefits  available  to  participants  under any of the Bank's
employee  benefit  plans and  programs are based on such a  distinction,  Walker
shall be  entitled  to receive  benefits  at the levels  provided  or  specified
therein for policy making officers.  Walker shall not be eligible for any awards
of long term  incentives,  including grants of stock options or restricted stock
under the UnionBanCal Corporation Management Stock Plan or any successor thereto
(the  "Management  Stock  Plan")  or  awards  of  performance  shares  under the
UnionBanCal Corporation Performance Share Plan (the "Performance Share Plan") or
any successor thereto, in connection with his performance in calendar year 2004.
Except  as  otherwise  specifically  provided  for in this  Agreement,  Walker's
entitlement  to,  participation  in, and/or receipt of benefits under any of the
Bank's employee  benefit,  incentive,  equity and perquisite  plans and programs
(including,  without  limitation,  the Management Stock Plan and the Performance
Share Plan) shall in all  respects be governed by the  eligibility  requirements
and other terms and conditions of such plans and programs and the determinations
of the administrators of such plans and programs.

     9. PERIOD TO REVIEW  AGREEMENT.  Walker  understands that he has twenty-one
(21 )  calendar  days from the date this  Agreement  is  received  to review the
Agreement  and decide  whether  to sign.  Walker  acknowledges  that he has been
advised  to seek  legal  counsel  regarding  the  terms and  conditions  of this
Agreement.  Walker  understands  that he may revoke the  Agreement  upon written
notice  to the Bank  within  seven  (7) days  after  the date he signs  it.  The
Agreement shall not become  effective or enforceable  until the eighth (8th) day
after its execution.

     10. NO ADMISSION OF LIABILITY.  By entering into this  Agreement,  the Bank
does not admit any liability whatsoever to Walker or to any other person arising
out of any claims  heretofore  or  hereafter  asserted  by Walker,  and the Bank
expressly denies any and all liability.  In addition,  this Agreement may not be
used as evidence to prove alleged discrimination, or any other alleged wrong, in
any action brought or proceeding  initiated by Walker or any other individual or
entity.


                                      -5-

<PAGE>



     11. CONFIDENTIALITY  COVENANT. Walker agrees that this Agreement, the terms
and  conditions  of  this  Agreement,  and any and  all  actions  in  accordance
therewith,  are strictly  confidential.  Therefore,  the terms and conditions of
this Agreement shall not be disclosed,  discussed,  or revealed by Walker to any
other  persons,  entities or  organization,  whether within or outside the Bank,
except  by  Walker to his  immediate  family,  attorney  or  personal  financial
advisors,  or as may be  required  by  applicable  law or to  enforce  the terms
hereof.  The foregoing  shall not apply to the extent this  Agreement has become
part of the public record.

     12. TRADE SECRETS AND CONFIDENTIAL INFORMATION;  ATTORNEY-CLIENT PRIVILEGED
INFORMATION; NONDISPARAGEMENT. Walker acknowledges and agrees that in the course
of employment with the Bank he has acquired  confidential  information and trade
secrets  concerning  the  Bank,  business   strategies,   corporate   structure,
regulatory issues, securities,  litigation, claims, threatened claims, affiliate
transactions, the Bank's and/or UNBC's Board of Directors, Committee business of
the Bank's and/or UNBC's Board of Directors, government relations, Office of the
Comptroller of the Currency relations, and other highly private and confidential
data,  but  excluding  information  which is not a trade secret or not otherwise
entitled  to   confidentiality   under   California   law   (collectively,   the
"Confidential Information").  Walker agrees that he shall not use or divulge any
Confidential  Information  acquired during the course of his employment with the
Bank to any third party,  except as may be required pursuant to subpoena,  court
order or other proper  legal  process,  and in such case,  only after Walker has
provided   sufficient  notice  to  the  Bank  that  disclosure  of  Confidential
Information is being sought to allow the Bank a reasonable opportunity to object
to such disclosure or seek a protective order.  Walker further  acknowledges and
agrees  that  in the  course  of  employment  with  the  Bank  he  has  acquired
information (some of which may also constitute Confidential Information) that is
protected  from  disclosure  by the  attorney-client  and attorney  work product
privileges.  Walker  agrees  that he will not reveal or divulge  any  privileged
information  to any  third  party  without  an  explicit  written  waiver of the
attorney-client  and  attorney  work  product  privileges  by the  Bank's  Chief
Executive Officer,  except as may be required pursuant to subpoena,  court order
or other proper legal process,  and in such case,  only after Walker has invoked
the  attorney-client  and work product privileges and provided sufficient notice
to the Bank that  disclosure of privileged  information is being sought to allow
the  Bank a  reasonable  opportunity  to  object  to such  disclosure  or seek a
protective  order.  Walker  and the Bank  each  agree  that they  shall  make no
comments or statements which disparage the other.

     13.  NO  OUTSTANDING   CLAIMS/UNREPORTED   INJURIES.  Walker  confirms  and
represents  that  he  does  not  have  any  lawsuits,  charges,   administrative
proceedings,  claims or other  actions  currently  on file,  lodged  or  pending
against the Bank. Walker further represents that he has reported to the Bank any
and all  work-related  injuries  that he has  suffered or  sustained  during his
employment with the Bank up to the date of his signing this Agreement.

     14.  SEVERABILITY.  If any of the  provisions  herein are  determined to be
invalid by a court or government agency of competent  jurisdiction,  in whole or
in  part,   it  is  agreed  that  such   determination   shall  not  affect  the
enforceability  of the  other  provisions  herein.  The  laws  of the  State  of
California  shall  govern the  validity and  interpretation  of this  Agreement,
except as  otherwise  provided  in  Paragraph  15. The  parties  stipulate  that
jurisdiction and venue shall lie



                                      -6-

<PAGE>



exclusively in the State of California,  County of San Francisco, for any action
or arbitration  involving the validity,  interpretation,  or enforcement of this
Agreement,  or for any claim for breach of this Agreement,  for damages,  or for
any other relief brought under this Agreement.

     15. ARBITRATION. With the exception of an action or proceeding in any court
of competent  jurisdiction for the purpose of obtaining  injunctive  relief, any
controversy  between  the Bank and  Walker,  including,  but not limited to, any
controversy  arising  out of Walker's  employment  or the  termination  thereof,
involving the  construction  or application  of any of the terms,  provisions or
conditions of this  Agreement,  or involving an arbitrable  claim of race,  sex,
religious,  age,  disability,   medical  condition  (in  and  as  defined  under
California law), marital status,  veteran status, sexual orientation or national
origin  discrimination  under  Title VII of the  Civil  Rights  Act of 1964,  as
amended,  the  Americans  with  Disabilities  Act of 1990,  as amended,  the Age
Discrimination in Employment Act, as amended,  the Family and Medical Leave Act,
the California Fair Employment and Housing Act, as amended, the California Labor
Code, as amended, or any other federal, state or local laws, shall be settled by
final and binding arbitration in accordance with the Federal Arbitration Act and
the applicable rules of the American  Arbitration  Association,  and judgment on
the award  rendered  by the  arbitrator(s)  may be entered  by any court  having
jurisdiction thereof. Reasonable limited discovery will be permitted in the form
of the right of each  party to take the  deposition  of one  individual  and any
expert  witness  designated  by the other party.  Each party shall also have the
right to make requests for  discovery of relevant  documents to the other party.
Additional  discovery  may be had only where the  arbitrator  so orders,  upon a
showing of substantial need. The Bank and Walker each shall bear their own costs
and legal fees associated with the arbitration, except that the arbitrator shall
award  reasonable  legal  fees  to the  prevailing  party  in  the  arbitration.
Notwithstanding  the  foregoing,  the Bank shall bear the cost of the arbitrator
(including the costs of establishing a facility for and otherwise  administering
the  arbitration).  The location of the  arbitration  shall be in San Francisco,
California,  and the  arbitration  shall be  conducted  so as to  result  in the
rendering  of the  arbitrator's  decision  within  ninety  (90)  days  after the
original  demand for  arbitration.  The  arbitrator  shall be  required to issue
written findings and conclusions underlying the basis of such decision.

     This Paragraph 15 and the obligations provided for herein shall survive the
termination of this Agreement and remain in full force and effect  following the
termination of Walker's employment with the Bank.

     16. SCOPE OF AGREEMENT.  Walker hereby affirms and acknowledges that he has
read the  foregoing  Agreement  and he fully  understands  and  appreciates  the
meaning  of each of its  terms.  Walker  further  acknowledges  that he has been
advised to seek legal counsel and has had an  opportunity  to do so. The parties
to this  Agreement  agree  that  this  Agreement  may be used as  evidence  in a
subsequent  proceeding  in which  any of the  parties  allege  a  breach  of the
Agreement or to enforce the provisions of this Agreement.

     17. INDIVIDUAL AGREEMENT.  This Agreement has been individually  negotiated
and is not part of a group exit incentive or other termination program.



                                      -7-

<PAGE>



     18. ENTIRE AGREEMENT. This Agreement constitutes the complete understanding
between  Walker  and the  Bank  and  supersedes  any and all  prior  agreements,
promises or inducements,  no matter what form, concerning its subject matter. No
promises or agreements  made  subsequent  to the execution of this  Agreement by
these  parties  shall be binding  unless  reduced to writing and signed by these
parties.

              WALKER ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT,
               UNDERSTANDS IT AND IS VOLUNTARILY ENTERING INTO IT.

         PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF
                          ALL KNOWN AND UNKNOWN CLAIMS.



                                          UNION BANK OF CALIFORNIA, N.A.


DATED:   April 16, 2004              By:       /S/ PAUL E. FEARER
      ---------------------             ----------------------------------
                                                   Paul E. Fearer
                                             Executive Vice President


DATED:   April 16, 2004                      /S/ ROBERT M. WALKER
      ---------------------             ----------------------------------
                                                 Robert M. Walker