EXHIBIT 10.1


                           CHANGE-OF-CONTROL AGREEMENT


     THIS AGREEMENT, dated as of the 1st day of May, 2003 (the "Agreement"),  by
and between UnionBanCal  Corporation,  a California corporation (the "Company"),
and __________________ (the "Executive").

     WHEREAS,  the  Board  of  Directors  of  the  Company  (the  "Board"),  has
determined that it is in the best interests of the Company and its  Shareholders
to assure that the Company will have the continued  dedication of the Executive,
notwithstanding the possibility, threat or occurrence of a Change of Control (as
defined herein).  The Board believes it is imperative to diminish the inevitable
distraction of the Executive by virtue of the personal  uncertainties  and risks
created  by a pending  or  threatened  Change of Control  and to  encourage  the
Executive's  full  attention and  dedication  to the current  Company and in the
event of any  threatened  or  pending  Change of  Control,  and to  provide  the
Executive with  compensation and benefits  arrangements upon a Change of Control
that ensure that the  compensation  and benefits  expectations  of the Executive
will be satisfied  and that are  competitive  with those of other  corporations.
Therefore,  in order to accomplish  these  objectives,  the Board has caused the
Company to enter into this Agreement.

     NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

     SECTION 1. CERTAIN  DEFINITIONS.  (a) "Effective Date" means the first date
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during  the Change of Control  Period (as  defined  herein) on which a Change of
Control occurs. Notwithstanding anything in this Agreement to the contrary, if a
Change of Control occurs and if the  Executive's  employment with the Company is
terminated prior to the date on which the Change of Control occurs, and if it is
reasonably demonstrated by the Executive that such termination of employment (1)
was at the request of a third party that has taken steps  reasonably  calculated
to effect a Change of  Control  or (2)  otherwise  arose in  connection  with or
anticipation  of a Change  of  Control,  then  "Effective  Date"  means the date
immediately prior to the date of such termination of employment.

     (b)  "Change of Control  Period"  means the period  commencing  on the date
hereof and ending  thirty  months  after such  date;  PROVIDED,  HOWEVER,  that,
commencing  on the date one year  after  the  date  hereof,  and on each  annual
anniversary  of such date (such date and each annual  anniversary  thereof,  the
"Renewal  Date"),  unless  previously  terminated,  the Change of Control Period
shall be  automatically  extended  so as to  terminate  thirty  months from such
Renewal Date,  unless,  at least 60 days prior to the Renewal Date,  the Company
shall give notice to the Executive  that the Change of Control  Period shall not
be so extended.

     (c) "Affiliated Company" means any company controlled by the Company.

     (d) "Change of Control" means: consummation of a reorganization,  merger or
consolidation or sale or other  disposition of all or  substantially  all of the
assets or stock of the  Company  or the  acquisition  of the  assets or stock of
another entity ("Business  Combination");  excluding,  however,  such a Business
Combination  pursuant to which (a) a Permitted  Holder  will  beneficially  own,
directly or indirectly, 30% or more of, respectively,  the outstanding shares of
common  stock,  and the  combined  voting power of the then  outstanding  voting
securities  entitled


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to 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
transaction owns the Company or all or substantially all of the 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)  or  14(d)(2) of the
Securities  Exchange Act of 1934, as amended has a greater beneficial  interest,
directly or indirectly, in the Company Stock than a Permitted Holder.

     For purposes of this definition, "Permitted Holder" shall mean (i) The Bank
of  Tokyo-Mitsubishi,  Ltd. or any successor  thereto ("BTM"),  (ii) an employee
benefit plan of BTM or (iii) a corporation controlled by BTM.

     SECTION 2.  EMPLOYMENT  PERIOD.  The Company  hereby agrees to continue the
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Executive in its employ,  subject to the terms and conditions of this Agreement,
for the period  commencing on the Effective  Date and ending thirty months after
the  Effective  Date (the  "Employment  Period").  The  Employment  Period shall
terminate upon the Executive's termination of employment for any reason.

     SECTION 3. TERMS OF  EMPLOYMENT.  (a) POSITION  AND DUTIES.  (1) During the
                --------------------       --------------------
Employment Period,  (A) the Executive's  position  (including  status,  offices,
titles and reporting requirements), authority, duties and responsibilities shall
be at least  commensurate in all material  respects with the most significant of
those  held,  exercised  and  assigned  at any time  during the  120-day  period
immediately  preceding the Effective Date and (B) the Executive's services shall
be  performed  at the  office  where  the  Executive  was  employed  immediately
preceding  the Effective  Date or at any other  location less than 35 miles from
such office.

     (2) During the Employment Period, and excluding any periods of vacation and
sick leave to which the Executive is entitled,  the  Executive  agrees to devote
reasonable  attention and time during normal  business hours to the business and
affairs  of  the  Company  and,  to  the  extent   necessary  to  discharge  the
responsibilities  assigned to the Executive  hereunder,  to use the  Executive's
reasonable   best   efforts  to  perform   faithfully   and   efficiently   such
responsibilities.  During the Employment  Period, it shall not be a violation of
this Agreement for the Executive to (A) serve on corporate,  civic or charitable
boards or committees,  (B) deliver  lectures,  fulfill  speaking  engagements or
teach at educational  institutions and (C) manage personal investments,  so long
as such  activities do not  significantly  interfere with the performance of the
Executive's  responsibilities  as an employee of the Company in accordance  with
this Agreement.  It is expressly  understood and agreed that, to the extent that
any such  activities have been conducted by the Executive prior to the Effective
Date,  the continued  conduct of such  activities  (or the conduct of activities
similar in nature and scope thereto)  subsequent to the Effective Date shall not
thereafter  be deemed  to  interfere  with the  performance  of the  Executive's
responsibilities to the Company.

     (b)  COMPENSATION.  (1) BASE  SALARY.  During the  Employment  Period,  the
          ------------       ------------
Executive  shall  receive an annual base salary (the "Annual Base Salary") at an
annual rate at least equal to 12 times the highest  monthly  base salary paid or
payable,  including  any base salary that has been earned but  deferred,  to the
Executive by the Company and the Affiliated Companies in respect of the 12-month
period  immediately  preceding the month in which the


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Effective Date occurs. The Annual Base Salary shall be paid at such intervals as
the Company pays executive salaries generally. During the Employment Period, the
Annual Base Salary shall be reviewed at least  annually,  beginning no more than
12 months after the last salary  increase  awarded to the Executive prior to the
Effective  Date. Any increase in the Annual Base Salary shall not serve to limit
or reduce any other obligation to the Executive under this Agreement. The Annual
Base Salary  shall not be reduced  after any such  increase and the term "Annual
Base Salary" shall refer to the Annual Base Salary as so increased.

     (2) ANNUAL  BONUS.  In addition to the Annual Base  Salary,  the  Executive
         -------------
shall be awarded,  for each fiscal year ending during the Employment  Period, an
annual  bonus  opportunity  (the  "Annual  Bonus") in cash at least equal to the
Executive's target bonus under the Company's Senior Management Bonus Plan or its
successors  for the year in which the Effective  Date occurs (the "Recent Annual
Bonus"). Each such Annual Bonus shall be paid no later than the end of the third
month of the fiscal  year next  following  the fiscal  year for which the Annual
Bonus is awarded,  unless the Executive shall elect to defer the receipt of such
Annual Bonus.

     (3) INCENTIVE,  SAVINGS AND RETIREMENT PLANS. During the Employment Period,
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the Executive  shall be entitled to  participate in all cash  incentive,  equity
incentive,  savings and  retirement  plans,  practices,  policies,  and programs
applicable  generally to other peer executives of the Company and the Affiliated
Companies,  but in no event shall such plans,  practices,  policies and programs
provide the Executive  with  incentive  opportunities  (measured with respect to
both regular and special  incentive  opportunities,  to the extent, if any, that
such distinction is applicable),  savings  opportunities and retirement  benefit
opportunities,  in each case,  less favorable,  in the aggregate,  than the most
favorable of those provided by the Company and the Affiliated  Companies for the
Executive under such plans, practices, policies and programs as in effect at any
time during the 120-day period  immediately  preceding the Effective Date or, if
more favorable to the Executive,  those provided generally at any time after the
Effective  Date to other  peer  executives  of the  Company  and the  Affiliated
Companies.  In addition,  on the Effective  Date, all stock options,  restricted
stock and other equity and long-term incentives held by the Executive shall vest
and/or become immediately exercisable, as the case may be.

     (4) WELFARE  BENEFIT  PLANS.  During the Employment  Period,  the Executive
         -----------------------
and/or  the  Executive's  family,  as the case may be,  shall  be  eligible  for
participation  in and shall receive all benefits  under welfare  benefit  plans,
practices,  policies  and  programs  provided by the Company and the  Affiliated
Companies  (including,  without  limitation,   medical,  prescription,   dental,
disability,  employee life,  group life,  accidental  death and travel  accident
insurance plans and programs) to the extent  applicable  generally to other peer
executives of the Company and the  Affiliated  Companies,  but in no event shall
such plans, practices, policies and programs provide the Executive with benefits
that are less  favorable,  in the  aggregate,  than the most  favorable  of such
plans, practices,  policies and programs in effect for the Executive at any time
during the 120-day period  immediately  preceding the Effective Date or, if more
favorable  to the  Executive,  those  provided  generally  at any time after the
Effective  Date to other  peer  executives  of the  Company  and the  Affiliated
Companies.

     (5) EXPENSES. During the Employment Period, the Executive shall be entitled
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to receive  prompt  reimbursement  for all reasonable  expenses  incurred by the
Executive  in


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<PAGE>


accordance  with the most  favorable  policies,  practices and procedures of the
Company and the  Affiliated  Companies  in effect for the  Executive at any time
during the 120-day period  immediately  preceding the Effective Date or, if more
favorable to the Executive,  as in effect  generally at any time thereafter with
respect to other peer executives of the Company and the Affiliated Companies.

     (6) FRINGE BENEFITS.  During the Employment  Period, the Executive shall be
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entitled  to  fringe  benefits  and  perquisites,  in  accordance  with the most
favorable  plans,  practices,  programs  and  policies  of the  Company  and the
Affiliated  Companies in effect for the Executive at any time during the 120-day
period  immediately  preceding the Effective  Date or, if more  favorable to the
Executive,  as in effect  generally at any time thereafter with respect to other
peer executives of the Company and the Affiliated Companies.

     (7) OFFICE AND SUPPORT STAFF.  During the Employment  Period, the Executive
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shall be  entitled  to an office or offices of a size and with  furnishings  and
other appointments,  and to exclusive personal secretarial and other assistance,
at least equal to the most favorable of the foregoing  provided to the Executive
by the  Company  and the  Affiliated  Companies  at any time  during the 120-day
period  immediately  preceding the Effective  Date or, if more  favorable to the
Executive,  as provided  generally at any time  thereafter with respect to other
peer executives of the Company and the Affiliated Companies.

     (8) VACATION. During the Employment Period, the Executive shall be entitled
         --------
to paid vacation in accordance with the most favorable plans, policies, programs
and practices of the Company and the  Affiliated  Companies as in effect for the
Executive  at any time  during the  120-day  period  immediately  preceding  the
Effective Date or, if more favorable to the Executive, as in effect generally at
any time thereafter with respect to other peer executives of the Company and the
Affiliated Companies.

     SECTION  4.  TERMINATION  OF  EMPLOYMENT.  (a)  DEATH  OR  DISABILITY.  The
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Executive's  employment  shall  terminate  automatically  if the Executive  dies
during the Employment  Period. If the Company  determines in good faith that the
Disability  (as  defined  herein)  of the  Executive  has  occurred  during  the
Employment Period (pursuant to the definition of  "Disability"),  it may give to
the Executive  written notice in accordance  with Section 11(b) of its intention
to  terminate  the  Executive's  employment.  In  such  event,  the  Executive's
employment  with the Company  shall  terminate  effective  on the 30th day after
receipt of such  notice by the  Executive  (the  "Disability  Effective  Date"),
PROVIDED that,  within the 30 days after such receipt,  the Executive  shall not
have returned to full-time  performance of the Executive's duties.  "Disability"
means the absence of the Executive from the Executive's  duties with the Company
on a full-time basis for 180  consecutive  days as a result of incapacity due to
mental or physical  illness that is  determined  to be total and  permanent by a
physician  selected  by  the  Company  or its  insurers  and  acceptable  to the
Executive or the Executive's legal representative.

     (b) CAUSE. The Company may terminate the Executive's  employment during the
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Employment Period for Cause. "Cause" means:


          (1) the  willful and  continued  failure of the  Executive  to perform
     substantially   the   Executive's   duties  (as   contemplated  by  Section
     3(a)(1)(A)) with the Company or any


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<PAGE>


     Affiliated  Company (other than any such failure  resulting from incapacity
     due to physical or mental illness or following the Executive's  delivery of
     a Notice  of  Termination  for Good  Reason),  after a written  demand  for
     substantial  performance  is delivered to the Executive by the Board or the
     Chief  Executive  Officer of the Company that  specifically  identifies the
     manner in which the Board or the Chief  Executive  Officer  of the  Company
     believes that the Executive has not substantially performed the Executive's
     duties, or

          (2) the conviction of, or plea by the Executive of NOLO CONTENDERE to,
     a felony.

     For purposes of this Section  4(b),  no act, or failure to act, on the part
of the Executive shall be considered  "willful" unless it is done, or omitted to
be done,  by the  Executive in bad faith or without  reasonable  belief that the
Executive's  action or omission was in the best  interests  of the Company.  Any
act, or failure to act, based upon authority given pursuant to a resolution duly
adopted by the Board or upon the instructions of the Chief Executive  Officer of
the Company or an  executive  officer of the Company or based upon the advice of
counsel for the Company shall be conclusively presumed to be done, or omitted to
be  done,  by the  Executive  in good  faith  and in the best  interests  of the
Company.  The cessation of employment of the Executive shall not be deemed to be
for Cause unless and until there shall have been  delivered  to the  Executive a
copy of a  resolution  duly  adopted  by the  affirmative  vote of not less than
three-quarters  of the entire  membership of the Board (excluding the Executive,
if the  Executive is a member of the Board) at a meeting of the Board called and
held for such purpose (after  reasonable notice is provided to the Executive and
the Executive is given an opportunity,  together with counsel for the Executive,
to be heard before the Board),  finding  that,  in the good faith opinion of the
Board,  the Executive is guilty of the conduct  described in Section  4(b)(1) or
4(b)(2), and specifying the particulars thereof in detail.

     (C) GOOD  REASON.  The  Executive's  employment  may be  terminated  by the
         ------------
Executive for Good Reason or by the Executive  voluntarily  without Good Reason.
"Good Reason" means:

          (1) the assignment to the Executive of any duties  inconsistent in any
     respect with the Executive's  position (including status,  offices,  titles
     and  reporting  requirements),  authority,  duties or  responsibilities  as
     contemplated  by Section  3(a), or any other  diminution in such  position,
     authority, duties or responsibilities (whether or not occurring solely as a
     result of the Company's ceasing to be a publicly traded entity),  excluding
     for this  purpose an isolated,  insubstantial  and  inadvertent  action not
     taken in bad faith  and that is  remedied  by the  Company  promptly  after
     receipt of notice thereof given by the Executive;

          (2) any failure by the Company to comply with any of the provisions of
     Section 3(b), other than an isolated, insubstantial and inadvertent failure
     not  occurring  in bad faith and that is remedied  by the Company  promptly
     after receipt of notice thereof given by the Executive;

          (3) the  Company's  requiring  the  Executive  (i) to be  based at any
     office or location other than as provided in Section 3(a)(1)(B), (ii) to be
     based at a  location  other  than the  principal  executive  offices of the
     Company  if  the  Executive  was  employed  at

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<PAGE>


     such location immediately  preceding the Effective Date, or (iii) to travel
     on  Company  business  to a  substantially  greater  extent  than  required
     immediately prior to the Effective Date;

          (4)  any  purported  termination  by the  Company  of the  Executive's
     employment otherwise than as expressly permitted by this Agreement; or

          (5) any  failure by the  Company to comply  with and  satisfy  Section
     10(c).

For purposes of this Section 4(c), any good faith  determination  of Good Reason
made by the Executive  shall be  conclusive.  Anything in this  Agreement to the
contrary notwithstanding, a termination by the Executive for any reason pursuant
to a Notice of Termination given during the 30-day period immediately  following
the first  anniversary of the Effective Date shall be deemed to be a termination
for Good Reason for all purposes of this Agreement.  The  Executive's  mental or
physical  incapacity  following the  occurrence of an event  described  above in
clauses (1) through (5) shall not affect the  Executive's  ability to  terminate
employment for Good Reason.

     (D) NOTICE OF TERMINATION.  Any termination by the Company for Cause, or by
         ---------------------
the Executive for Good Reason, shall be communicated by Notice of Termination to
the other party  hereto  given in  accordance  with  Section  11(b).  "Notice of
Termination" means a written notice that (1) indicates the specific  termination
provision in this  Agreement  relied upon,  (2) to the extent  applicable,  sets
forth in  reasonable  detail  the facts and  circumstances  claimed to provide a
basis for  termination  of the  Executive's  employment  under the  provision so
indicated,  and (3) if the Date of Termination (as defined herein) is other than
the date of receipt of such notice,  specifies  the Date of  Termination  (which
Date of  Termination  shall be not more than 30 days  after  the  giving of such
notice).  The failure by the Executive or the Company to set forth in the Notice
of Termination  any fact or circumstance  that  contributes to a showing of Good
Reason or Cause  shall not waive  any  right of the  Executive  or the  Company,
respectively,  hereunder or preclude the Executive or the Company, respectively,
from asserting  such fact or  circumstance  in enforcing the  Executive's or the
Company's respective rights hereunder.

     (E) DATE OF TERMINATION. "Date of Termination" means (1) if the Executive's
         -------------------
employment is terminated by the Company for Cause,  or by the Executive for Good
Reason,  the date of  receipt  of the  Notice of  Termination  or any later date
specified  in the Notice of  Termination,  (which date shall not be more than 30
days  after  the  giving  of  such  notice),  as the  case  may  be,  (2) if the
Executive's  employment  is  terminated  by the Company  other than for Cause or
Disability,  the  date on which  the  Company  notifies  the  Executive  of such
termination,  and (3) if the Executive resigns without Good Reason,  the date on
which the  Executive  notifies the Company of such  termination,  and (4) if the
Executive's employment is terminated by reason of death or Disability,  the date
of death of the Executive or the Disability Effective Date, as the case may be.

     SECTION 5.  OBLIGATIONS OF THE COMPANY UPON  TERMINATION.  (a) GOOD REASON;
                 --------------------------------------------       ------------
OTHER THAN FOR CAUSE, DEATH OR DISABILITY. If, during the Employment Period, the
-----------------------------------------
Company terminates the Executive's employment other than for Cause or Disability
or the Executive terminates employment for Good Reason:

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<PAGE>


          (1) the  Company  shall  pay to the  Executive,  in a lump sum in cash
     within  30  days  after  the  Date of  Termination,  the  aggregate  of the
     following amounts:

               (A) the sum of (i) the Executive's Annual Base Salary through the
          Date of  Termination  to the extent  not  theretofore  paid,  (ii) the
          product  of (x)  the  Recent  Annual  Bonus  and (y) a  fraction,  the
          numerator  of which is the number of days in the  current  fiscal year
          through the Date of Termination  and the  denominator of which is 365,
          and  (iii)  any  compensation  previously  deferred  by the  Executive
          (together  with any  accrued  interest or  earnings  thereon)  and any
          accrued vacation pay, in each case, to the extent not theretofore paid
          (the sum of the amounts  described in subclauses  (i), (ii) and (iii),
          the "Accrued Obligations");

               (B)  the  amount   equal  to  the   product  of  (i)  three  (the
          "Multiplier")  and (ii)  the sum of (x) the  Executive's  Annual  Base
          Salary and (y) the Recent Annual Bonus, provided that if the Executive
          is 62 years old or older on the Date of  Termination,  the  Multiplier
          shall be multiplied by a fraction, the numerator of which shall be the
          number of months  (which  shall not be deemed to be less than  twelve)
          until the  Executive's  65th  birthday,  and the  denominator of which
          shall be 36; and

               (C) an amount equal to the excess of (i) the actuarial equivalent
          of  the  benefit  under  the  Company's   qualified   defined  benefit
          retirement  plan  (the   "Retirement   Plan")   (utilizing   actuarial
          assumptions  no less  favorable to the Executive  than those in effect
          under the Retirement Plan immediately prior to the Effective Date) and
          any  excess or  supplemental  retirement  plan in which the  Executive
          participates  (collectively,  the  "SERP")  that the  Executive  would
          receive if the Executive's  employment continued for three years after
          the Date of Termination,  or if earlier,  until the  Executive's  65th
          birthday (which shall be deemed to be no less than 12 months after the
          Date of  Termination),  assuming  for this  purpose  that all  accrued
          benefits  are  fully  vested  and   assuming   that  the   Executive's
          compensation  in each of the three years is that  required by Sections
          3(b)(1)  and  3(b)(2),  over  (ii)  the  actuarial  equivalent  of the
          Executive's  actual  benefit  (paid or  payable),  if any,  under  the
          Retirement Plan and the SERP as of the Date of Termination;

          (2) for three years after the Executive's  Date of Termination,  or if
     earlier,  until the Executive's  65th birthday (which shall be deemed to be
     no less  than 12  months  after the Date of  Termination),  or such  longer
     period as may be provided by the terms of the  appropriate  plan,  program,
     practice or policy,  the Company shall  continue  benefits to the Executive
     and/or the Executive's  family at least equal to those that would have been
     provided to them in  accordance  with the plans,  programs,  practices  and
     policies  described  in Sections  3(b)(4)  and  3(b)(6) if the  Executive's
     employment had not been  terminated or, if more favorable to the Executive,
     as in effect  generally at any time  thereafter  with respect to other peer
     executives of the Company and the Affiliated  Companies and their families;
     PROVIDED,  HOWEVER,  that, if the Executive becomes reemployed with another
     employer and is eligible to receive such benefits  under  another  employer
     provided  plan,  the medical and other welfare  benefits  described  herein
     shall be  secondary  to those

                                      -7-
<PAGE>


     provided   under  such  other  plan  during  such   applicable   period  of
     eligibility.  For purposes of determining  eligibility (but not the time of
     commencement of benefits) of the Executive for retiree benefits pursuant to
     such plans,  practices,  programs  and  policies,  the  Executive  shall be
     considered  to have remained  employed  until three years after the Date of
     Termination and to have retired on the last day of such period;

          (3) the Company  shall,  at its sole expense as incurred,  provide the
     Executive with outplacement  services the scope and provider of which shall
     be selected by the Executive in the Executive's sole  discretion,  PROVIDED
     that the cost of such outplacement  shall not exceed 15% of the Executive's
     Annual Base Salary; and

          (4) to the extent not theretofore paid or provided,  the Company shall
     timely pay or provide to the  Executive  any Other  Benefits (as defined in
     Section 6).

     (B) DEATH.  If the  Executive's  employment  is terminated by reason of the
         -----
Executive's  death during the Employment  Period,  the Company shall provide the
Executive's estate or beneficiaries with the Accrued  Obligations and the timely
payment or delivery  of the Other  Benefits,  and shall have no other  severance
obligations under this Agreement.  The Accrued  Obligations shall be paid to the
Executive's estate or beneficiary,  as applicable,  in a lump sum in cash within
30 days of the Date of  Termination.  With respect to the provision of the Other
Benefits,  the term "Other  Benefits"  as utilized  in this  Section  5(b) shall
include,  without  limitation,  and the Executive's estate and/or  beneficiaries
shall be  entitled to  receive,  benefits  at least equal to the most  favorable
benefits provided by the Company and the Affiliated Companies to the estates and
beneficiaries  of peer  executives of the Company and the  Affiliated  Companies
under such plans,  programs,  practices and policies relating to death benefits,
if  any,  as  in  effect  with  respect  to  other  peer  executives  and  their
beneficiaries  at any time during the 120-day period  immediately  preceding the
Effective  Date or, if more  favorable  to the  Executive's  estate  and/or  the
Executive's  beneficiaries,  as in effect on the date of the  Executive's  death
with  respect  to  other  peer  executives  of the  Company  and the  Affiliated
Companies and their beneficiaries.

     (C) DISABILITY.  If the  Executive's  employment is terminated by reason of
         ----------
the  Executive's  Disability  during the  Employment  Period,  the Company shall
provide the Executive  with the Accrued  Obligations  and the timely  payment or
delivery of the Other Benefits,  and shall have no other  severance  obligations
under this Agreement.  The Accrued Obligations shall be paid to the Executive in
a lump sum in cash within 30 days of the Date of  Termination.  With  respect to
the provision of the Other  Benefits,  the term "Other  Benefits" as utilized in
this Section 6(c) shall include,  and the Executive  shall be entitled after the
Disability  Effective  Date to receive,  disability  and other benefits at least
equal to the most favorable of those  generally  provided by the Company and the
Affiliated  Companies to disabled executives and/or their families in accordance
with such plans,  programs,  practices and policies  relating to disability,  if
any, as in effect  generally  with  respect to other peer  executives  and their
families  at any time  during  the  120-day  period  immediately  preceding  the
Effective  Date or, if more  favorable to the Executive  and/or the  Executive's
family, as in effect at any time thereafter generally with respect to other peer
executives of the Company and the Affiliated Companies and their families.


                                       -8-
<PAGE>


     (D) CAUSE;  OTHER THAN FOR GOOD REASON.  If the  Executive's  employment is
         ----------------------------------
terminated for Cause during the Employment  Period, the Company shall provide to
the  Executive  (1) the  Executive's  Annual  Base  Salary  through  the Date of
Termination,  (2) the  amount of any  compensation  previously  deferred  by the
Executive,  and (3) the Other Benefits,  in each case, to the extent theretofore
unpaid, and shall have no other severance  obligations under this Agreement.  If
the Executive  voluntarily  terminates  employment during the Employment Period,
excluding  a  termination  for Good  Reason,  the Company  shall  provide to the
Executive  the  Accrued  Obligations  and the timely  payment or delivery of the
Other  Benefits,  and  shall  have no other  severance  obligations  under  this
Agreement.  In such  case,  all the  Accrued  Obligations  shall  be paid to the
Executive in a lump sum in cash within 30 days of the Date of Termination.

     SECTION 6.  NON-EXCLUSIVITY  OF RIGHTS.  Nothing  in this  Agreement  shall
                 --------------------------
prevent or limit the Executive's continuing or future participation in any plan,
program,  policy or practice provided by the Company or the Affiliated Companies
and for which the Executive may qualify,  nor,  subject to Section 11(f),  shall
anything herein limit or otherwise  affect such rights as the Executive may have
under any  other  contract  or  agreement  with the  Company  or the  Affiliated
Companies.  Amounts that are vested  benefits or that the Executive is otherwise
entitled to receive under any plan, policy,  practice or program of or any other
contract  or  agreement  with the  Company  or the  Affiliated  Companies  at or
subsequent to the Date of  Termination  ("Other  Benefits")  shall be payable in
accordance with such plan, policy, practice or program or contract or agreement,
except as explicitly modified by this Agreement.  Notwithstanding the foregoing,
if the Executive receives payments and benefits pursuant to Section 5(a) of this
Agreement,  the Executive shall not be entitled to any severance pay or benefits
under any severance  plan,  program or policy of the Company and the  Affiliated
Companies,   unless  otherwise  specifically  provided  therein  in  a  specific
reference to this Agreement.

     SECTION 7. FULL SETTLEMENT.  The Company's  obligation to make the payments
                ---------------
provided  for in  this  Agreement  and  otherwise  to  perform  its  obligations
hereunder  shall  not be  affected  by any  set-off,  counterclaim,  recoupment,
defense,  or other claim,  right or action that the Company may have against the
Executive or others.  In no event shall the Executive be obligated to seek other
employment or take any other action by way of mitigation of the amounts  payable
to the Executive under any of the provisions of this Agreement, and such amounts
shall not be reduced whether or not the Executive obtains other employment.  The
Company  agrees to pay as  incurred  (within  10 days  following  the  Company's
receipt of an invoice from the Executive),  to the full extent permitted by law,
all legal fees and expenses that the Executive may reasonably  incur as a result
of any contest (regardless of the outcome thereof) by the Company, the Executive
or  others  of the  validity  or  enforceability  of, or  liability  under,  any
provision of this Agreement or any guarantee of performance  thereof  (including
as a result of any  contest by the  Executive  about the  amount of any  payment
pursuant to this Agreement), plus, in each case, interest on any delayed payment
at the  applicable  federal rate  provided for in Section  7872(f)(2)(A)  of the
Internal Revenue Code of 1986, as amended (the "Code").

     SECTION 8. CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY.
                ------------------------------------------
     (a) Anything in this Agreement to the contrary  notwithstanding  and except
as set forth below,  in the event it shall be determined  that any Payment would
be subject to the


                                      -9-
<PAGE>


Excise  Tax,  then the  Executive  shall be  entitled  to receive an  additional
payment (the  "Gross-Up  Payment") in an amount such that,  after payment by the
Executive of all taxes (and any  interest or  penalties  imposed with respect to
such taxes), including,  without limitation,  any income taxes (and any interest
and  penalties  imposed  with  respect  thereto) and Excise Tax imposed upon the
Gross-Up Payment,  the Executive retains an amount of the Gross-Up Payment equal
to the Excise Tax  imposed  upon the  Payments.  Notwithstanding  the  foregoing
provisions of this Section 8(a), if it shall be determined that the Executive is
entitled to the Gross-Up  Payment,  but that the Parachute Value of all Payments
does not exceed 110% of the Safe Harbor Amount,  then no Gross-Up  Payment shall
be made to the Executive and the amounts  payable under this Agreement  shall be
reduced so that the Parachute  Value of all Payments,  in the aggregate,  equals
the Safe Harbor  Amount.  The  reduction of the amounts  payable  hereunder,  if
applicable,  shall  be  made  by  first  reducing  the  payments  under  Section
5(a)(i)(B),  unless  an  alternative  method  of  reduction  is  elected  by the
Executive,  and in any event shall be made in such a manner as to  maximize  the
Value of all Payments  actually made to the Executive.  For purposes of reducing
the  Payments  to the Safe  Harbor  Amount,  only  amounts  payable  under  this
Agreement  (and no other  Payments)  shall be reduced.  If the  reduction of the
amount  payable  under this  Agreement  would not result in a  reduction  of the
Parachute  Value of all Payments to the Safe Harbor Amount,  no amounts  payable
under  the  Agreement  shall be  reduced  pursuant  to this  Section  8(a).  The
Company's obligation to make Gross-Up Payments under this Section 8 shall not be
conditioned upon the Executive's termination of employment.

     (b) Subject to the provisions of Section 8(c), all determinations  required
to be made under this Section 8, including  whether and when a Gross-Up  Payment
is  required,  the amount of such  Gross-Up  Payment and the  assumptions  to be
utilized  in  arriving  at such  determination,  shall  be made by a  nationally
recognized  certified public accounting firm as may be designated by the Company
(the "Accounting  Firm"). The Accounting Firm shall provide detailed  supporting
calculations  both to the Company and the  Executive  within 15 business days of
the receipt of notice from the  Executive  that there has been a Payment or such
earlier  time as is  requested  by the  Company.  All fees and  expenses  of the
Accounting Firm shall be borne solely by the Company.  Any Gross-Up Payment,  as
determined  pursuant  to this  Section  8,  shall be paid by the  Company to the
Executive within 5 days of the receipt of the Accounting  Firm's  determination.
Any  determination  by the Accounting Firm shall be binding upon the Company and
the Executive. As a result of the uncertainty in the application of Section 4999
of the Code at the time of the  initial  determination  by the  Accounting  Firm
hereunder, it is possible that Gross-Up Payments that will not have been made by
the Company  should  have been made (the  "Underpayment"),  consistent  with the
calculations  required to be made hereunder.  In the event the Company  exhausts
its remedies  pursuant to Section 8(c) and the Executive  thereafter is required
to make a payment of any Excise Tax, the  Accounting  Firm shall  determine  the
amount of the Underpayment that has occurred and any such Underpayment  shall be
promptly paid by the Company to or for the benefit of the Executive.

     (c) The  Executive  shall notify the Company in writing of any claim by the
Internal  Revenue Service that, if successful,  would require the payment by the
Company of the Gross-Up  Payment.  Such  notification  shall be given as soon as
practicable,  but no later than 10 business days after the Executive is informed
in writing of such claim.  The Executive shall apprise the Company of the nature
of such  claim and the date on which  such claim is  requested  to be paid.  The
Executive  shall not pay such claim prior to the expiration of the 30-day period


                                      -10-



following the date on which the  Executive  gives such notice to the Company (or
such shorter period ending on the date that any payment of taxes with respect to
such claim is due).  If the Company  notifies the  Executive in writing prior to
the  expiration  of such period that the Company  desires to contest such claim,
the Executive shall:

          (1) give the  Company  any  information  reasonably  requested  by the
     Company relating to such claim,

          (2) take such action in connection  with  contesting such claim as the
     Company shall reasonably  request in writing from time to time,  including,
     without  limitation,  accepting legal  representation  with respect to such
     claim by an attorney reasonably selected by the Company,

          (3) cooperate  with the Company in good faith in order  effectively to
     contest such claim, and

          (4) permit the Company to participate in any  proceedings  relating to
     such claim;

PROVIDED,  HOWEVER,  that the Company  shall bear and pay directly all costs and
expenses  (including  additional  interest and penalties) incurred in connection
with such contest,  and shall indemnify and hold the Executive  harmless,  on an
after-tax  basis,  for any  Excise  Tax or income tax  (including  interest  and
penalties)  imposed as a result of such  representation and payment of costs and
expenses.  Without limitation on the foregoing  provisions of this Section 8(c),
the Company shall control all proceedings taken in connection with such contest,
and,  at its sole  discretion,  may  pursue or forgo any and all  administrative
appeals,  proceedings,  hearings  and  conferences  with the  applicable  taxing
authority in respect of such claim and may, at its sole  discretion,  either pay
the tax claimed to the appropriate  taxing  authority on behalf of the Executive
and  direct  the  Executive  to sue for a refund  or  contest  the  claim in any
permissible  manner,  and the  Executive  agrees to prosecute  such contest to a
determination  before  any  administrative  tribunal,  in  a  court  of  initial
jurisdiction  and  in  one or  more  appellate  courts,  as  the  Company  shall
determine;  PROVIDED,  HOWEVER, that, if the Company pays such claim and directs
the  Executive to sue for a refund,  the Company  shall  indemnify  and hold the
Executive  harmless,  on an after-tax  basis,  from any Excise Tax or income tax
(including  interest or penalties)  imposed with respect to such payment or with
respect to any imputed  income in connection  with such  payment;  and PROVIDED,
FURTHER, that any extension of the statute of limitations relating to payment of
taxes for the taxable year of the Executive with respect to which such contested
amount  is  claimed  to be due is  limited  solely  to  such  contested  amount.
Furthermore,  the  Company's  control of the contest  shall be limited to issues
with respect to which the Gross-Up Payment would be payable  hereunder,  and the
Executive shall be entitled to settle or contest,  as the case may be, any other
issue raised by the Internal Revenue Service or any other taxing authority.

     (d) If, after the receipt by the Executive of a Gross-Up Payment or payment
by the Company of an amount on the Executive's  behalf pursuant to Section 8(c),
the Executive  becomes entitled to receive any refund with respect to the Excise
Tax to which such Gross-Up  Payment  relates or with respect to such claim,  the
Executive  shall (subject to the Company's


                                      -11-
<PAGE>


complying with the requirements of Section 8(c), if applicable)  promptly pay to
the  Company  the amount of such  refund  (together  with any  interest  paid or
credited  thereon  after taxes  applicable  thereto).  If, after  payment by the
Company of an amount on the  Executive's  behalf  pursuant  to Section  8(c),  a
determination  is made that the  Executive  shall not be  entitled to any refund
with  respect to such claim and the  Company  does not notify the  Executive  in
writing of its intent to contest such denial of refund  prior to the  expiration
of 30 days  after such  determination,  then the  amount of such  payment  shall
offset,  to the extent thereof,  the amount of Gross-Up  Payment  required to be
paid.

     (e) Notwithstanding any other provision of this Section 8, the Company may,
in its sole discretion, withhold and pay over to the Internal Revenue Service or
any other applicable taxing authority,  for the benefit of the Executive, all or
any portion of any Gross-Up  Payment,  and the Executive hereby consents to such
withholding.

     (F) DEFINITIONS.  The following terms shall have the following meanings for
         -----------
purposes of this Section 8.

     (i) "Excise  Tax" shall mean the excise tax imposed by Section  4999 of the
Code,  together  with any  interest or  penalties  imposed  with respect to such
excise tax.

     (ii) "Parachute  Value" of a Payment shall mean the present value as of the
date of the change of control for  purposes  of Section  280G of the Code of the
portion of such Payment that  constitutes  a "parachute  payment"  under Section
280G(b)(2),  as determined by the  Accounting  Firm for purposes of  determining
whether and to what extent the Excise Tax will apply to such Payment.

     (iii) A "Payment"  shall mean any payment or  distribution in the nature of
compensation  (within the meaning of Section  280G(b)(2)  of the Code) to or for
the benefit of the Executive, whether paid or payable pursuant to this Agreement
or otherwise.

     (iv) The "Safe  Harbor  Amount"  means  2.99  times the  Executive's  "base
amount," within the meaning of Section 280G(b)(3) of the Code.

     (v) "Value" of a Payment shall mean the economic present value of a Payment
as of the date of the  change of control  for  purposes  of Section  280G of the
Code, as determined by the  Accounting  Firm using the discount rate required by
Section 280G(d)(4) of the Code.

     SECTION 9. (a)  CONFIDENTIAL  INFORMATION.  The  Executive  shall hold in a
                     -------------------------
fiduciary  capacity  for the benefit of the  Company all secret or  confidential
information,  knowledge  or  data  relating  to the  Company  or the  Affiliated
Companies, and their respective businesses, which information, knowledge or data
shall have been obtained by the Executive  during the Executive's  employment by
the Company or the Affiliated Companies and which information, knowledge or data
shall not be or become public  knowledge (other than by acts by the Executive or
representatives  of  the  Executive  in  violation  of  this  Agreement).  After
termination of the Executive's  employment with the Company, the Executive shall
not,  without the prior  written  consent of the Company or as may  otherwise be
required by law or legal process,  communicate or divulge any such  information,
knowledge or data to anyone other than


                                      -12-
<PAGE>


the Company and those persons  designated  by the Company.  In no event shall an
asserted  violation of the  provisions  of this Section 9 constitute a basis for
deferring or withholding  any amounts  otherwise  payable to the Executive under
this Agreement.

     (b)  NONDISPARAGEMENT/COOPERATION.  Executive shall not intentionally  make
          ----------------------------
any  public   statements,   encourage  others  to  make  statements  or  release
information intended to disparage or defame the Company or its Affiliates or any
of their  respective  directors  or  officers.  Notwithstanding  the  foregoing,
nothing in this Paragraph  9(b) shall  prohibit any person from making  truthful
statements when required by order of a court or other body having jurisdiction.

     (c)  NON-SOLICITATION OF EMPLOYEES.  The Executive agrees that for a period
          -----------------------------
of twelve  months  following  the Date of  Termination,  Executive  shall not on
his/her  own  behalf  or on  behalf  of any  other  person,  firm,  partnership,
association,  corporation,  or business organization,  entity or enterprise call
on, solicit or attempt to induce any other officer or employee of the Company or
its  affiliates  to  terminate  his or her  employment  with the  Company or its
affiliates  and  shall  not  assist  any  other  person  or  entity  in  such  a
solicitation unless such employee is terminated by the Company.

     SECTION 10.  SUCCESSORS.  (a) This  Agreement is personal to the Executive,
                  ----------
and,  without the prior written consent of the Company,  shall not be assignable
by the  Executive  other than by will or the laws of descent  and  distribution.
This  Agreement  shall  inure  to  the  benefit  of and  be  enforceable  by the
Executive's legal representatives.

     (b) This  Agreement  shall inure to the benefit of and be binding  upon the
Company and its  successors  and assigns.  Except as provided in Section  10(c),
without the prior written  consent of the Executive this Agreement  shall not be
assignable by the Company.

     (c) The Company will require any successor (whether direct or indirect,  by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business  and/or assets of the Company to assume  expressly and agree to perform
this  Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession had taken place. "Company" means
the Company as  hereinbefore  defined and any  successor to its business  and/or
assets as  aforesaid  that  assumes  and agrees to  perform  this  Agreement  by
operation of law or otherwise.

     SECTION  11.  MISCELLANEOUS.  (a) This  Agreement  shall be governed by and
                   -------------
construed  in  accordance  with  the  laws of the  State  of  Delaware,  without
reference to principles of conflict of laws.  The captions of this Agreement are
not part of the  provisions  hereof  and  shall  have no force or  effect.  This
Agreement  may not be amended  or  modified  other  than by a written  agreement
executed  by the  parties  hereto  or  their  respective  successors  and  legal
representatives.

     (b) All notices and other communications  hereunder shall be in writing and
shall be given by hand delivery to the other party or by registered or certified
mail, return receipt requested, postage prepaid, addressed as follows:



                                      -13-
<PAGE>


                  if to the Executive:

                  [Name of Executive]

                  [Address of Executive]





                  if to the Company:

                  400 California Street

                  San Francisco, California 94104

                  Attention:  General Counsel



or to such other  address as either  party shall have  furnished to the other in
writing in accordance  herewith.  Notice and  communications  shall be effective
when actually received by the addressee.

     (c) The invalidity or  unenforceability  of any provision of this Agreement
shall not affect the validity or  enforceability  of any other provision of this
Agreement.

     (d) The Company may withhold from any amounts  payable under this Agreement
such United States federal, state or local or foreign taxes as shall be required
to be withheld pursuant to any applicable law or regulation.

     (e)  The  Executive's  or the  Company's  failure  to  insist  upon  strict
compliance  with any  provision  of this  Agreement or the failure to assert any
right the  Executive  or the  Company  may have  hereunder,  including,  without
limitation,  the right of the Executive to terminate  employment for Good Reason
pursuant to Sections 4(c)(1) through 4(c)(5), shall not be deemed to be a waiver
of such provision or right or any other provision or right of this Agreement.

     (f) The Executive and the Company acknowledge that, except as may otherwise
be provided  under any other  written  agreement  between the  Executive and the
Company,  the  employment  of the  Executive  by the  Company  is "at will" and,
subject to Section 1(a), prior to the Effective Date, the Executive's employment
may be  terminated  by either the  Executive or the Company at any time prior to
the Effective  Date, in which case the  Executive  shall have no further  rights
under this Agreement.  From and after the Effective Date, except as specifically
provided herein,  this Agreement shall supersede any other agreement between the
parties with respect to the subject matter  hereof,  provided that any provision
with  regard  to  supplemental  retirement  benefits  in  any  prior  employment
agreement shall remain in full force and effect.


                                      -14-
<PAGE>


     IN WITNESS  WHEREOF,  the Executive has hereunto set the  Executive's  hand
and, pursuant to the authorization  from the Board, the Company has caused these
presents to be  executed  in its name on its behalf,  all as of the day and year
first above written.



                                -----------------------------------------
                                               [Executive]
                                          [Title of Executive]




                                   UNIONBANCAL CORPORATION



                        By:
                            --------------------------------------------------
                                           Paul E. Fearer
                                      Executive Vice President
                                          Human Resources





















                                      -15-