EXHIBIT 10.1


THIS PURCHASE AND ASSUMPTION  AGREEMENT CONTAINS  REPRESENTATIONS AND WARRANTIES
THAT UNION BANK OF CALIFORNIA,  N.A. AND WACHOVIA BANK, N.A. MADE TO EACH OTHER.
THESE  REPRESENTATIONS  AND WARRANTIES  WERE MADE AS OF SPECIFIC  DATES,  MAY BE
SUBJECT TO IMPORTANT  QUALIFICATIONS  AND LIMITATIONS AGREED TO BY UNION BANK OF
CALIFORNIA,  N.A. AND WACHOVIA BANK,  N.A. IN CONNECTION  WITH  NEGOTIATING  THE
TERMS OF THE PURCHASE AND  ASSUMPTION  AGREEMENT,  AND MAY HAVE BEEN INCLUDED IN
THE PURCHASE AND ASSUMPTION AGREEMENT FOR THE PURPOSE OF ALLOCATING RISK BETWEEN
UNION BANK OF CALIFORNIA,  N.A. AND WACHOVIA BANK, N.A. RATHER THAN ESTABLISHING
MATTERS AS FACTS. ACCORDINGLY, THE PURCHASE AND ASSUMPTION AGREEMENT IS INCLUDED
WITH THIS FILING ONLY TO PROVIDE INVESTORS WITH INFORMATION  REGARDING THE TERMS
OF THE PURCHASE AND ASSUMPTION AGREEMENT,  AND NOT TO PROVIDE INVESTORS WITH ANY
OTHER FACTUAL INFORMATION REGARDING THE PARTIES OR THEIR RESPECTIVE  BUSINESSES.
THE  PURCHASE  AND  ASSUMPTION  AGREEMENT  SHOULD NOT BE READ ALONE,  BUT SHOULD
INSTEAD BE READ IN CONJUNCTION WITH THE OTHER INFORMATION  REGARDING THE PARTIES
AND THE  TRANSACTION  THAT WILL BE OR HAS BEEN CONTAINED IN, OR  INCORPORATED BY
REFERENCE  INTO,  THE FORMS 10-K,  FORMS 10-Q,  FORMS 8-K AND OTHER FILINGS THAT
EACH OF  UNION  BANK OF  CALIFORNIA,  N.A.  AND  WACHOVIA  BANK,  N.A.  OR THEIR
AFFILIATES MAY MAKE WITH THE SECURITIES AND EXCHANGE COMMISSION.







                        PURCHASE AND ASSUMPTION AGREEMENT

                                  BY AND AMONG

                        UNION BANK OF CALIFORNIA, N. A.,

                     UNION BANK OF CALIFORNIA INTERNATIONAL,

                                       AND

                     UNION BANK OF CALIFORNIA SERVICOS LTDA.

                          AS SELLERS, ON THE ONE HAND,

                                       AND

                              WACHOVIA BANK, N.A.,

                         AS PURCHASER, ON THE OTHER HAND


                            DATED SEPTEMBER 21, 2005





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                                                                  EXECUTION COPY
















                        PURCHASE AND ASSUMPTION AGREEMENT

                                  BY AND AMONG

                        UNION BANK OF CALIFORNIA, N. A.,

                     UNION BANK OF CALIFORNIA INTERNATIONAL,

                                       AND

                     UNION BANK OF CALIFORNIA SERVICOS LTDA.

                          AS SELLERS, ON THE ONE HAND,

                                       AND

                              WACHOVIA BANK, N.A.,

                         AS PURCHASER, ON THE OTHER HAND


                            DATED SEPTEMBER 21, 2005




<PAGE>


                                TABLE OF CONTENTS

                                                                            PAGE


ARTICLE I             DEFINITIONS.............................................1

ARTICLE II            TRANSFER AND ACQUISITION OF PURCHASED ASSETS...........14

         2.1      Purchased Assets...........................................14

                  2.1.1    Purchased Assets..................................14

                  2.1.2    Consents to Assignment............................14

         2.2      Excluded Assets............................................15

         2.3      Assumed Obligations........................................17

         2.4      Excluded Obligations.......................................18

         2.5      Closing Balance Sheet......................................18

         2.6      Consideration for Purchase of the Purchased Assets.........18

                  2.6.1    Consideration Amount at Principal Closing.........18

                  2.6.2    Consideration Amount at Subsequent Closings.......18

                  2.6.3    Closing Cash Consideration Amount.................18

         2.7      The Closing................................................19

                  2.7.1    Closing Procedures................................19

                  2.7.2    References to Closing and Effective Time..........19

                  2.7.3    Outside Principal Closing Date....................19

                  2.7.4    Outside Business Unit Closing Date................19

                  2.7.5    Deliverables at Each Closing......................20

                  2.7.6    Deliverables at the Principal Closing.............21

         2.8      True-Up....................................................21

                  2.8.1    Final Balance Sheet...............................21

                  2.8.2    Mutual Right of Review............................22

                  2.8.3    Dispute Resolution................................22

                  2.8.4    Payment of True-Up................................22

                  2.8.5    Interest..........................................23

         2.9      Contingent Payment.........................................23

                  2.9.1    Calculation of Conversion Percentage..............23

                  2.9.2    Payment of Contingent Payment.....................23

         2.10     Downward Adjustment........................................23

         2.11     Allocation of Consideration................................23

         2.12     Set-Off....................................................24


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                                TABLE OF CONTENTS
                                  (continued)

                                                                            PAGE


         2.13     Tax Treatment of Contingent Payments and Downward
                  Adjustments  ..............................................24

ARTICLE III           REPRESENTATIONS AND WARRANTIES OF SELLERS..............24

         3.1      Organization of UBOC.......................................24

         3.2      Organization of UBOCI......................................24

         3.3      Organization of Limitada...................................25

         3.4      Enforceability.............................................25

         3.5      Financial Statements.......................................25

                  3.5.1    Delivery of Financial Statements..................25

                  3.5.2    Sellers' Financial Statements.....................25

                  3.5.3    Baseline Sellers ADCR.............................26

         3.6      Assets.....................................................26

                  3.6.1    Customers.........................................26

                  3.6.2    Risk Assets.......................................26

                  3.6.3    Contingent Risk Assets and Contingent Risk
                           Liabilities.......................................26

                  3.6.4    Owned Real Property...............................26

                  3.6.5    Leased Real Property..............................26

                  3.6.6    Personal Tangible Property........................27

                  3.6.7    Business and Purchased Assets.....................27

         3.7      Litigation.................................................27

         3.8      Contracts..................................................27

         3.9      Intellectual Property and IT Assets........................28

         3.10     Licenses...................................................30

         3.11     Books and Records..........................................30

         3.12     Taxes and Tax Returns......................................30

         3.13     Employees and Employee Plans and Contracts.................30

                  3.13.1   Identification of Employee Plans and Contracts....30

                  3.13.2   Identification of Employees.......................30

                  3.13.3   ERISA Plans.......................................31

                  3.13.4   Non-U.S. Pension Plans............................31

         3.14     Labor Relations............................................31

         3.15     Insurance..................................................31

         3.16     Brokers or Finders.........................................31

         3.17     Absence of Certain Changes and Events......................31

         3.18     Compliance with Legal Requirements.........................32


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                                TABLE OF CONTENTS
                                  (continued)

                                                                            PAGE


         3.19     Sellers' Approvals.........................................33

         3.20     Hart-Scott Rodino..........................................33

ARTICLE IV            REPRESENTATIONS AND WARRANTIES OF PURCHASER............33

         4.1      Status of Purchaser........................................33

         4.2      Enforceability.............................................33

         4.3      Certain Proceedings........................................34

         4.4      Brokers or Finders.........................................34

         4.5      Purchaser's Approvals......................................34

         4.6      Investment Company.........................................34

         4.7      Bank Regulatory Matters....................................34

         4.8      Financing Available........................................34

         4.9      Baseline Purchaser ADCR....................................34

         4.10     Hart-Scott Rodino..........................................34

ARTICLE V             ADDITIONAL AGREEMENTS OF SELLERS AND PURCHASER.........35

         5.1      Conduct of the Business....................................35

         5.2      Purchaser's Access to the Business Prior to Closing........37

         5.3      Performance of this Agreement; Notification of Certain
                  Matters....................................................38

         5.4      Conversion.................................................38

                  5.4.1    General Procedures................................38

                  5.4.2    Costs/Revenues of Sellers' Post-Closing Operations39

         5.5      Employee Matters...........................................39

         5.6      [RESERVED].................................................40

         5.7      Communications.............................................40

         5.8      Execution and Delivery of Documents........................41

         5.9      Cooperation after the Closing..............................41

                  5.9.1    Further Assurances................................41

                  5.9.2    Sellers' Access to Records........................41

                  5.9.3    Purchaser's Access to Records.....................41

         5.10     Regulatory Approvals; Third Party Consents.................42

                  5.10.1   Regulatory Approvals..............................42

                  5.10.2   Third Party Consents..............................42

                  5.10.3   Agreements Affecting the Other Party..............43

         5.11     Regulatory Compliance......................................43

         5.12     No Solicitations...........................................43


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                                TABLE OF CONTENTS
                                  (continued)

                                                                            PAGE


         5.13     Trademarks.................................................43

         5.14     Non-Competition; Non-Solicitation; Confidentiality.........43

                  5.14.1   Sellers...........................................43

                  5.14.2   Restricted Area...................................43

                  5.14.3   Exceptions........................................44

                  5.14.4   Disposition of Business Activities................44

                  5.14.5   Enforcement.......................................45

                  5.14.6   Employee Non-Solicitation; No Hire................45

                  5.14.7   Rights Retained by Sellers........................46

                  5.14.8   Non-Disclosure Agreement..........................46

                  5.14.9   Confidentiality of Information of Purchaser.......46

                  5.14.10  Confidentiality of Information of Sellers.........47

                  5.14.11  Degree of Care for Confidential Information.......47

                  5.14.12  Exceptions to Confidentiality: Required
                           Disclosures.......................................47

                  5.14.13  No Representations and Warranties Regarding
                           Proprietary Information...........................48

         5.15     Privileged Information.....................................48

                  5.15.1   Privileged Documents in Books and Records.........48

                  5.15.2   Sellers Privileged Information....................49

         5.16     RESERVED...................................................49

         5.17     Updated Schedules..........................................49

         5.18     Section 314(b) of the Patriot Act..........................49

         5.19     [Reserved].................................................49

         5.20     Non-Disclosure Agreements..................................50

         5.21     Option to Acquire Certain Assets...........................50

         5.22     Risk Participation Assets..................................50

         5.23     IT Assets..................................................50

ARTICLE VI            CONDITIONS PRECEDENT TO THE OBLIGATION OF PURCHASER
                      TO CLOSE...............................................51

         6.1      Conditions Precedent to Principal Closing..................51

                  6.1.1    Representations, Warranties and Covenants.........51

                  6.1.2    Related Agreements................................51

                  6.1.3    Approvals and Consents............................52

                  6.1.4    Injunction and Litigation.........................52

                  6.1.5    Material Adverse Effect...........................52


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                                TABLE OF CONTENTS
                                  (continued)

                                                                            PAGE


         6.2      Conditions Precedent to Subsequent Closings................52

                  6.2.1    Principal Closing.................................52

                  6.2.2    Covenants.........................................52

                  6.2.3    Related Agreements................................52

                  6.2.4    Approvals and Consents............................52

                  6.2.5    Injunction and Litigation.........................53

         6.3      Subsequent Closings........................................53

ARTICLE VII           CONDITIONS PRECEDENT TO THE OBLIGATION OF SELLERS
                      TO CLOSE...............................................53

         7.1      Conditions Precedent to Principal Closing..................53

                  7.1.1    Representations, Warranties and Covenants.........53

                  7.1.2    Related Agreements................................53

                  7.1.3    Approvals and Consents............................54

                  7.1.4    Injunction and Litigation.........................54

         7.2      Conditions Precedent to Subsequent Closings................54

                  7.2.1    Principal Closing.................................54

                  7.2.2    Covenants.........................................54

                  7.2.3    Related Agreements................................54

                  7.2.4    Approvals and Consents............................54

                  7.2.5    Injunction and Litigation.........................54

         7.3      Subsequent Closings........................................55

ARTICLE VIII          TAX MATTERS............................................55

         8.1      Post-Closing Access to Records; Cooperation................55

         8.2      Allocation of Taxes; Tax Returns...........................55

         8.3      Additional Tax Matters.....................................56

         8.4      Survival...................................................56

ARTICLE IX            TERMINATION............................................56

         9.1      Termination................................................56

         9.2      Procedure of Termination...................................57

ARTICLE X             INDEMNIFICATION........................................57

         10.1     UBOC's Indemnification.....................................57

         10.2     Purchaser's Indemnification................................58

         10.3     Conditions of Indemnification..............................59

         10.4     Indemnification Limits.....................................61


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                                TABLE OF CONTENTS
                                  (continued)

                                                                            PAGE


                  10.4.1   Exclusions from Indemnification...................61

                  10.4.2   Right of Subrogation..............................61

                  10.4.3   Time Limits.......................................61

                  10.4.4   Limitations on Amount.............................61

                  10.4.5   Exclusive Remedy..................................62

ARTICLE XI            MISCELLANEOUS PROVISIONS...............................62

         11.1     Notices....................................................62

         11.2     Sole Agreement.............................................63

         11.3     Successors and Assigns.....................................64

         11.4     Interpretation.............................................64

         11.5     Dispute Resolution.........................................65

         11.6     Governing Law and Jurisdiction.............................65

         11.7     No Third Party Beneficiaries...............................65

         11.8     Expenses...................................................65

         11.9     Counterparts...............................................65

         11.10    Severability...............................................66

         11.11    Judicial Reference; Damages................................66

         11.12    Schedules and Exhibits.....................................66

         11.13    Sellers' Joint and Several Obligations.....................66


                                      -vi-


<PAGE>


                                INDEX OF EXHIBITS



Exhibit A         Assumption Agreement
Exhibit B         Bill of Sale
Exhibit C         Risk Participation Agreement
Exhibit D         Business Employee Leasing Agreement
Exhibit E         Trademark and Trade Name License Agreement


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<PAGE>


                               INDEX OF SCHEDULES


Schedule 1(A)           Conversion and Retention Related Definitions
Schedule 1(B)           Excluded Accounts
Schedule 1(C)           Exceptions to Excluded Leases
Schedule 1(D)           Knowledge
Schedule 2.2(m)         Statutory Deposits
Schedule 2.2(u)         Other Excluded Assets
Schedule 2.9.2          Contingent Payment
Schedule 2.10           Downward Adjustment
Schedule 2.11           Allocation of Consideration
Schedule 3.1            Sellers' Business Branches and Representative Offices
Schedule 3.5.2          Qualifications Assumptions, Adjustments to Seller's
                        Financial Statements
Schedule 3.6.1          Customers
Schedule 3.6.2          Risk Assets; Contingent Risk Assets and Contingent Risk
                        Liabilities
Schedule 3.6.5(A)       Leased Premises
Schedule 3.6.5(B)       Exceptions Regarding Breaches
Schedule 3.6.6(A)       Tangible Personal Property
Schedule 3.6.6(B)       Exceptions to Title of Tangible Personal Property
Schedule 3.7            Litigation
Schedule 3.8(A)         Contracts
Schedule 3.8(B)         Exception Regarding Defaults
Schedule 3.9.1          Registered Transferred Owned Intellectual Property
Schedule 3.9.4          Intellectual Property Actions Pending
Schedule 3.9.10         Exceptions to Intellectual Property Transfer
Schedule 3.10           Licenses
Schedule 3.13.1(A)      Employee Plans and Contracts
Schedule 3.13.1(B)      Exception to Administration of ERISA Plans
Schedule 3.13.2         Business Employees
Schedule 3.13.3         ERISA
Schedule 3.13.4         Exceptions to Administration of Retirement Plans outside
                        the U.S.
Schedule 3.14           Labor Relations
Schedule 3.15           Insurance
Schedule 3.17           Absence of Certain Changes and Events
Schedule 3.18           Compliance with Legal Requirements
Schedule 3.19           Sellers' Approvals
Schedule 4.5            Purchaser's Approvals
Schedule 5.1(b)         Conduct of the Business
Schedule 5.4            Conversion Protocols
Schedule 5.5(b)         Benefits for Accepting Employees
Schedule 5.5(e)(i)(ii)  Employment Records of Transferred Employees
Schedule 5.14.6(a)      Seller's Employees
Schedule 5.14.6(b)      Purchaser's Employees


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<PAGE>


                        PURCHASE AND ASSUMPTION AGREEMENT


         THIS PURCHASE AND ASSUMPTION  AGREEMENT (this  "Agreement") is made and
entered  into this 21st day of  September,  2005,  by and  among  UNION  BANK OF
CALIFORNIA,  N.A.,  a  national  banking  association  ("UBOC"),  UNION  BANK OF
CALIFORNIA  INTERNATIONAL,  a  corporation  organized  under the  provisions  of
Section  25A of the  Federal  Reserve Act  ("UBOCI"),  UNION BANK OF  CALIFORNIA
SERVICOS  LTDA., a Brazilian  limited  liability  company  (sociedade  limitada)
("LIMITADA"  and together with UBOC and UBOCI,  "Sellers"),  and WACHOVIA  BANK,
N.A., a national banking association ("Purchaser").

                                    RECITALS

         WHEREAS, Purchaser wishes to purchase from Sellers, and Sellers wish to
sell to Purchaser,  all of the Purchased  Assets (as hereinafter  defined),  and
Purchaser  desires  to assume  from  Sellers,  and  Sellers  desire to assign to
Purchaser, all of the Assumed Obligations (as hereinafter defined), all upon the
terms and subject to the conditions contained herein.

         NOW,  THEREFORE,  in  consideration  of the  foregoing  and the  mutual
representations,  warranties,  covenants and agreements  herein  contained,  and
other good and valuable consideration,  the receipt and sufficiency of which are
hereby acknowledged, Purchaser and Sellers agree as follows:

                                   ARTICLE I

                                   DEFINITIONS

         The  following  terms,  when  used in this  Agreement,  shall  have the
meanings described in this Section:

         ACCEPTING EMPLOYEE shall have the meaning given in SCHEDULE 5.4.

         ACCOUNTANTS DISPUTE WORK PAPERS shall have the meaning given in Section
2.8.3.

         ACCOUNTING FIRM means a major firm of independent public accountants as
to which the Parties shall mutually agree.

         AFFILIATE  means a Person that directly,  or indirectly  through one or
more intermediaries,  controls,  or is controlled by, or is under common control
with, the Person specified;  PROVIDED,  HOWEVER, that with respect to Parent and
Sellers,  and each of their respective  Subsidiaries,  "Affiliate" shall exclude
The Bank of  Tokyo-Mitsubishi,  Ltd. and its  Affiliates  (other than Parent and
Sellers and each of their respective Subsidiaries).

         AGREEMENT shall have the meaning given in the preamble.

         ASSUMED OBLIGATIONS shall have the meaning given in Section 2.3.

         ASSUMED PRODUCT PRICES shall have the meaning given in SCHEDULE 1(A).

         ASSUMPTION AGREEMENT shall have the meaning given in Section 2.7.5(d).

         AVERAGE  DAILY CORE  REVENUE or ADCR  shall have the  meaning  given in
SCHEDULE 1(A).

         BASELINE SELLERS ADCR shall have the meaning given in SCHEDULE 1(A).



                                       1
<PAGE>


         BASELINE PERIOD shall have the meaning given in SCHEDULE 1(A).

         BASELINE PURCHASER ADCR shall have the meaning given in SCHEDULE 1(A).

         BASE PURCHASE PRICE shall have the meaning given in Section 2.6.1(b).

         BILL OF SALE shall have the meaning given in Section 2.7.5(e).

         BOOKS AND RECORDS means all records and all other data and  information
(in whatever form  maintained)  in the possession or control of Sellers or their
Affiliates  and to the extent  related to the  Business as  currently  conducted
(except to the extent they relate to Excluded  Assets or Excluded  Obligations),
including  Customer  lists,  "know  your  customer"  files  with  respect to the
Customers,  transaction detail, customer service and collection records, billing
records,  accounting  records,  administrative  records  and files  and  records
relating to regulatory matters; PROVIDED, HOWEVER, that if any such financial or
accounting  records  contain  information  that does not relate to the Business,
such information and records shall not constitute "Books and Records."

         BOOK  VALUE as used with  respect  to any  Purchased  Assets or Assumed
Obligations  shall  mean the  value at which  such  assets  or  liabilities  are
recorded on the balance sheets of the Business as of the date in question, which
shall be in accordance with GAAP and otherwise  consistent with the treatment of
such or comparable items on Sellers' Financial Statements.

         BRADY  BONDS  means  debt  securities  issued as part of a "Brady  Plan
restructuring"  (as  originally  announced  by former  U.S.  Treasury  Secretary
Nicholas F. Brady) or any similar country debt  restructuring or financing plan.
As commonly used, the term "Brady bond" includes debt securities that may or may
not be  collateralized,  provided  that they were issued  either in exchange for
commercial  bank  loans  (or  accrued  interest  thereon)  or as one of the menu
options  made  available  as  part  of a  sovereign  debtor's  restructuring  or
refinancing of its external indebtedness.

         BUSINESS means  International  Banking Group activities and operations.
Notwithstanding the foregoing,  for all purposes under this Agreement,  the term
"Business" shall not include:

                  (i)  the  operations  of  the   International   Banking  Group
conducted through its representative office in Moscow;

                  (ii)  International  Banking Group customers  headquartered or
principally  located in nations  formerly  constituting  the Soviet Union and in
Eastern Europe;

                  (iii) the domestic  businesses  of the  International  Banking
Group related to U.S. branches and agencies of foreign banks;

                  (iv) the activities and operations characterized internally by
Sellers as the U.S.  International  and U.S. Export  Industries,  which includes
domestic  customers  (other  than  financial   institutions)   serviced  by  the
International  Bank  Group  through  such  activities  and  operations  and  the
activities and operations of the  International  Banking Group conducted through
offices located in Portland, Oregon; Seattle,  Washington; and San Francisco and
Monterey Park, California;

                  (v) the processing center located in Monterey Park, California
to the extent  providing letter of credit  processing  services for domestic and
international clients; and

                  (vi) Excluded Accounts.



                                        2
<PAGE>


         BUSINESS ACTIVITIES shall have the meaning given in Section 5.14.3(c).

         BUSINESS  DAY means any day other than a  Saturday,  Sunday or a day on
which  commercial  banks in New York, New York are authorized or required by law
to be closed.

         BUSINESS  EMPLOYEES  means each Person having the status of an employee
whose  working  time is  primarily  spent  serving in the  Business,  including,
without  limitation,  each such Person currently on leave of absence,  vacation,
sick days, short or long term disability or workers' compensation.

         BUSINESS  EMPLOYEE  LEASING  AGREEMENT  shall have the meaning given in
Section 2.7.6(b).

         BUSINESS  INTELLECTUAL  PROPERTY means all Intellectual Property Rights
primarily  related  to,  primarily  used  in or  primarily  held  for use in the
Business.

         BUSINESS   INTELLECTUAL   PROPERTY  CONTRACTS  means  all  Intellectual
Property Contracts primarily related to, primarily used in or primarily held for
use in the Business.

         BUSINESS IT ASSETS means all IT Assets primarily  related to, primarily
used in or primarily held for use in the Business.

         BUSINESS  LEASES means all real property leased or subleased to Sellers
or their Affiliates and used in connection with the Business.

         BUSINESS UNIT means the  respective  portion of the Business  conducted
through  offices in each of the following  jurisdictions  or locations  (each of
which numbered  jurisdictions  or locations below shall be considered a separate
Business  Unit):  (i) the offices  through  which the  Principal  Business  Unit
conducts  business,  (ii) Japan,  (iii) South Korea,  (iv) China (excluding Hong
Kong)  (v) Hong  Kong,  (vi)  Philippines,  (vii)  Brazil,  (viii)  India,  (ix)
Indonesia, (x) Malaysia, (xi) Singapore,  (xii) Thailand,  (xiii) Vietnam, (xiv)
Cayman Islands and (xv) Taiwan.

         CLAIM shall have the meaning given in Section 11.11(a).

         CLOSING  and  CLOSING  DATE  shall have the  meanings  given in Section
2.7.1.

         CLOSING BALANCE SHEET shall have the meaning given in Section 2.5.

         CLOSING  CASH  CONSIDERATION  AMOUNT  shall have the  meaning  given in
Section 2.6.3.

         CODE means the Internal Revenue Code of 1986, as amended, and the rules
and regulations promulgated thereunder.

         COMPUTER  PROGRAM means (i) existing  computer  software,  programs and
applications,  including all object code and reasonably  available  source code,
(ii) all versions, updates, corrections, enhancements and modifications thereof,
(iii) all descriptions,  flow-charts and logic diagrams,  programmers' comments,
schematics,  and other work product used to design,  plan,  organize and develop
any  of  the  foregoing,   and  (iv)  all  documentation,   including  technical
specifications,  user  manuals and  training  materials,  relating to any of the
foregoing.

         CONTINGENT PAYMENT shall have the meaning given in Section 2.9.2.

         CONTINGENT PAYMENT DATE shall have the meaning given in Section 2.9.2.



                                        3
<PAGE>


         CONTINGENT  RISK ASSET  means a Risk Asset that would be required to be
set forth on Schedule RC-L of the  Consolidated  Reports of Condition and Income
for a Bank with Domestic and Foreign Offices -- FFIEC 031.

         CONTINGENT RISK LIABILITY  means an off-balance  sheet liability of the
kind that would be required to be set forth on Schedule RC-L of the Consolidated
Reports of Condition and Income for a Bank with Domestic and Foreign  Offices --
FFIEC 031.

         CONTRACT  means any  contract,  lease,  sales  order,  purchase  order,
commitment or other agreement, whether written or oral.

         CONTRACT  INTEREST  RATE means the prime rate for money center banks as
reported in the WALL STREET Journal from time to time.

         CONTROL shall have the meaning given in Section 5.14.1.

         CONVERSION shall have the meaning given in Section 5.4.1.

         CONVERSION  MEASUREMENT  MONTH shall have the meaning given in SCHEDULE
1(A).

         CONVERSION PERCENTAGE shall have the meaning given in SCHEDULE 1(A).

         CONVERSION PERCENTAGE  CALCULATION DATE shall have the meaning given in
Section 2.9.1.

         CONVERSION  PERIOD  COMBINED  ADCR  shall  have  the  meaning  given in
SCHEDULE 1(A).

         CONVERSION PROTOCOLS shall have meaning given in Section 5.4.1.

         COPYRIGHTS  means  mask  rights,   original  works  of  authorship  and
copyrights,  registrations and applications for registration  thereof throughout
the world, all renewals,  extensions,  restorations and reversions thereof,  all
moral  and  common?law   rights   thereto,   all  rights  therein   provided  by
international   treaties  or  conventions,   and  all  other  rights  associated
therewith.

         CORE PRODUCTS shall have the meaning given in SCHEDULE 1(A).

         CUSTOMER   means  a  Person   maintaining   a  Risk  Asset  or  deposit
relationship  with any of the Sellers  and/or on whose behalf any of the Sellers
provides  correspondent banking or trade related finance or processing services,
in all cases in connection  with the  Business,  but does not include any Person
maintaining an Excluded Account or any customer  relationship  excluded from the
definition of Business.

         DISPUTE OFFICER shall have the meaning given in Section 10.3(a).

         DOWNWARD ADJUSTMENT shall have the meaning given in Section 2.10.

         EFFECTIVE TIME shall have the meaning given in Section 2.7.1.

         EMPLOYEE  PLAN OR  CONTRACT  means (i) each  individual  employment  or
severance Contract with a current Business Employee;  (ii) each plan or Contract
providing for deferred  compensation,  bonuses,  stock  options,  employee stock
purchases,  other  equity-compensation or equity appreciation rights,  incentive
compensation, executive compensation payments or Severance Benefits or any other
employee benefit  (including,  but not limited to, fringe benefits as defined in
Section 132 of the Code,  and whether or not in




                                       4
<PAGE>

writing), in each case covering current Business Employees; (iii) any ERISA Plan
covering any current  Business  Employee and (iv)  Sellers'  Retention  Program;
PROVIDED,  HOWEVER,  that Employee Plan or Contract  shall not mean any employee
benefit  required to be provided by Legal  Requirements  that are not  otherwise
part of Sellers'  applicable  and effective  written plan or policy or otherwise
embodied in a Contract with any Business Employee.

         EMPLOYMENT TIME shall have the meaning given in SCHEDULE 5.4.

         ENCUMBRANCE means any pledge,  security interest,  mortgage,  community
property  interest,  lien (including but not limited to liens for unpaid taxes),
attachment,  automatic or other stay in a bankruptcy or  insolvency  proceeding,
trust  agreement,  constructive or resulting  trust,  voting trust or agreement,
restricted stock  agreement,  right of first refusal,  or option,  including any
restriction  on use,  voting,  transfer,  receipt of income,  or exercise of any
other attribute of ownership.

         ENFORCEABILITY EXCEPTIONS shall have the meaning given in Section 3.4.

         ENVIRONMENTAL  LAW shall  mean any Legal  Requirement  relating  to the
protection of the natural  environment  (i.e., air, water and soil),  including,
without limitation, the Comprehensive  Environmental Response,  Compensation and
Liability Act (42 U.S.C.  Section 9601, ET SEQ.); the Resource  Conservation and
Recovery Act (42 U.S.C.  Section 6901,  ET SEQ.);  the Clean Air Act, as amended
(42 U.S.C.  Section 7401, ET SEQ.); the Federal Water Pollution  Control Act, as
amended (33 U.S.C.  Section 1251, ET SEQ.); the Toxic Substances Control Act, as
amended (15 U.S.C.  Section 9601, ET SEQ.); the Emergency Planning and Community
Right-to-Know Act of 1986 (42 U.S.C.  Section 11001, ET SEQ.); the Safe Drinking
Water Act (42 U.S.C.  Section 300f, ET SEQ.); and all comparable state and local
laws and laws of other jurisdictions.

         ERISA means the Employee Retirement Income Security Act of 1974.

         ERISA PLAN means an employee benefit plan as defined in Section 3(3) of
ERISA.

         EXCLUDED  ACCOUNTS  means the accounts of the Persons  listed as of the
date hereof on SCHEDULE 1(B) and the accounts of such other Persons as Purchaser
may elect to add to SCHEDULE  1(B), in its reasonable  discretion,  applying its
policies and standards substantially consistent with those used to determine the
Persons listed on SCHEDULE 1(B) as of the date hereof.

         EXCLUDED ASSETS shall have the meaning given in Section 2.2.

         EXCLUDED BUSINESS  INTELLECTUAL  PROPERTY  CONTRACTS means all Business
Intellectual  Property Contracts  concerning  Business IT Assets and/or Computer
Programs  primarily  related to,  primarily used in or primarily held for use in
the Business,  except to the extent Purchaser  exercises its option with respect
thereto pursuant to Section 5.23 hereof.

         EXCLUDED BUSINESS IT ASSETS means all Business IT Assets, except to the
extent  Purchaser  exercises its option with respect thereto pursuant to Section
5.23 hereof.

         EXCLUDED  CONTRACTS means all Contracts  except for (i) Business Leases
that constitute Purchased Assets; (ii) Business  Intellectual Property Contracts
that  constitute  Purchased  Assets;  and (iii) those  Contracts with respect to
which Purchaser exercises its option pursuant to Section 5.21.2.

         EXCLUDED  LEASES means all Business Leases except those Business Leases
set forth on SCHEDULE 1(C).

         EXCLUDED OBLIGATIONS shall have the meaning given in Section 2.4.



                                       5
<PAGE>


         EXTERNAL  COMMUNICATIONS  PLAN has the meaning given in the  Conversion
Protocols.

         FDIA means the Federal Deposit Insurance Act, 12 USC ss.1811 ET SEQ.

         FEDERAL  RESERVE  means the Board of Governors  of the Federal  Reserve
System.

         FINAL BALANCE SHEET shall have the meaning given in Section 2.8.1.

         FINAL CASH CONSIDERATION AMOUNT shall have the meaning given in Section
2.8.1.

         FINAL RETENTION  PERCENTAGE means the greater of the (i) the Conversion
Percentage and (ii) the Initial Retention Percentage.

         GAAP means United States generally accepted accounting principles.

         GOVERNMENTAL  AUTHORITY means any government or political  subdivision,
board,  commission or other  instrumentality  thereof,  whether federal,  state,
local or foreign.

         GROWTH FACTOR shall have the meaning given in SCHEDULE 1(A).

         HAZARDOUS  MATERIALS  means  any  substance,  chemical,  waste or other
material the presence of which requires  investigation or remediation  under any
Environmental  Law;  or  which  is or  becomes  defined  as a  hazardous  waste,
hazardous  substance,  hazardous  material,  used oil,  pollutant or contaminant
under any Environmental Law.

         HSR ACT means the Hart-Scott Rodino Antitrust Improvements Act of 1976.

         INDEMNIFIED PARTY shall have the meaning given in Section 10.3.

         INDEMNIFYING PARTY shall have the meaning given in Section 10.3.

         INITIAL  RETENTION  PERCENTAGE means the average of the three Retention
Metric Quotients.

         INTANGIBLE  ASSETS  means,  with  respect  to assets  appearing  on any
balance sheet, those rights and other nonphysical resources such as core deposit
intangibles,  Intellectual  Property  Rights;  deferred  tax  assets,  goodwill,
Computer Programs, capitalized advertising costs, capitalized development costs,
organizational costs, licenses, leases, franchises and permits.

         INTELLECTUAL   PROPERTY   CONTRACTS  means  all  Contracts   concerning
Intellectual  Property  Rights  or IT  Assets  to  which  Sellers  and/or  their
Affiliates are a party,  including (a) licenses of Intellectual  Property Rights
(i) by any  Seller or their  Affiliates  to any third  party,  (ii) by any third
party to any  Seller or their  Affiliates,  or (iii)  between  or among  Sellers
and/or their  Affiliates,  (b)  agreements,  licenses or leases  relating to the
development, use, maintenance, support, transfer or transmission of Intellectual
Property  Rights or IT  Assets,  (c)  consents,  settlements,  decrees,  orders,
injunctions,   judgments,   or  rulings   governing   the  use,   validity,   or
enforceability of Intellectual  Property Rights or IT Assets, and (d) agreements
pursuant to which any third party has an ownership  or security  interest in any
Intellectual Property Rights or IT Assets.

         INTELLECTUAL  PROPERTY  RIGHTS means  collectively:  (i) Patents,  (ii)
Copyrights,  (iii)  Trademarks,  (iv) Trade  Secrets,  (v)  copies and  tangible
embodiments of any of the foregoing in whatever form or medium,  (vi) all rights
to sue, recover and retain damages,  costs and fees for past, present and future
infringement,  misappropriation, dilution, or other violation of or interference
or conflict with any of the foregoing; and (vii)




                                       6
<PAGE>

rights to apply for or register any of the foregoing.

         INTERNATIONAL  BANKING  GROUP  means  the  international  correspondent
banking and trade-related  product business identified  internally (and reported
as a separate business segment publicly) by UBOC as the  "International  Banking
Group" and  conducted  through the  domestic  offices of Sellers  located in San
Francisco,  Monterey Park, Los Angeles,  and New York;  through foreign branches
located in Tokyo,  Taipei,  Seoul, Hong Kong,  Manila, and Grand Cayman; and the
representative office activities conducted through offices of Sellers located in
Brazil (Sao Paulo), China (Beijing and Shanghai), India (Mumbai, Chennai and New
Delhi), Indonesia (Jakarta),  Malaysia (Kuala Lumpur), Philippines (Cebu Island,
a liaison office of Manila Branch),  Singapore (Singapore),  Thailand (Bangkok),
and Vietnam (Ho Chi Minh City and Hanoi).

         IT  ASSETS  means  computer  systems,  networks,   hardware,   Computer
Programs, firmware, middleware, servers, workstations,  routers, hubs, switches,
telecommunications  and  data  communication  lines  and all  other  information
technology equipment, and all related documentation.

         IRS means the Internal Revenue Service.

         KNOWLEDGE means, with respect to each of Sellers,  on the one hand, and
Purchaser,  on the other hand,  (i) the actual  knowledge,  without  independent
investigation,  of those  individuals  set forth on SCHEDULE  1(D) and (ii) such
knowledge as those  individuals set forth on SCHEDULE 1(D)  reasonably  would be
expected to have in light of their  respective  employment  positions  or titles
with Sellers or Purchaser, as applicable.

         LEASED PREMISES shall have the meaning given in Section 3.6.5.

         LEGAL REQUIREMENT means any law, statute, ordinance,  regulation, writ,
injunction,  rule,  established  principle  of common  law,  directive,  decree,
administrative  ruling or  enforceable  supervisory  policy of any  Governmental
Authority or applicable court decision.

         LICENSE means any license,  permit,  order,  approval or non-objection,
registration,  membership,  authorization  or  qualification  under any federal,
state or local law or with any  Governmental  Authority or under any industry or
non-governmental self-regulatory organization used by the Business.

         LICENSED  BUSINESS  INTELLECTUAL  PROPERTY means Business  Intellectual
Property  that Sellers are licensed or otherwise  permitted by other  Persons to
use in the operation of the Business.

         LIMITADA shall have the meaning given in the recitals.

         LOSS means all  losses,  costs,  obligations,  liabilities,  settlement
payments, awards, judgments, fines, penalties,  damages, and expenses (including
but not limited to  reasonable  and  necessary  fees of counsel,  investigators,
expert witnesses, consultants and other professionals,  court filing fees, court
costs,  arbitration  fees or costs,  witness fees and other  similar  expenses),
whether or not relating to claims of third persons.

         MATERIAL ADVERSE EFFECT means with respect to any Party or the Business
any effect, condition,  event, change or occurrence (or any combination thereof)
(a)  that  is  materially  adverse  to the  business,  condition  (financial  or
otherwise)  or results of  operations  of the  Business or such Party taken as a
whole or (b) that materially impairs the ability of such Party to consummate the
transactions  contemplated  by  this  Agreement;   PROVIDED,  HOWEVER,  that  in
determining whether a Material Adverse Effect with respect to the Business, or a
Party,  as the case may be, has  occurred  there shall be  excluded  any effect,
condition,  event, change or occurrence  impacting the Business or such Party to
the extent caused by: (i) any change  generally  affecting banks (including Edge
Act  corporations) or bank holding  companies in laws,  regulations or rules (or
enforcement or  interpretations  thereof),  or of GAAP or regulatory  accounting
principles or requirements




                                       7
<PAGE>

(unless  such change has a  materially  disproportionate  adverse  effect on the
Business  or such Party,  as the case may be,  relative  to  similarly  situated
business  or  banking  organizations);   (ii)  any  change  generally  affecting
correspondent banking providers or the market for correspondent banking products
and  services  (unless  such change has a  materially  disproportionate  adverse
effect on the Business or such Party,  as the case may be, relative to similarly
situated  business  or  correspondent  banking  providers);  (iii) any change in
markets   or   conditions   (financial,   political   or   economic)   affecting
international,  national or local economies or financial  markets or the banking
industry,   including   without   limitation   interest   or   exchange   rates,
convertibility of foreign  currencies,  war,  terrorism,  or hostilities (unless
such change has a materially  disproportionate adverse effect on the Business or
such  Party,  as the  case  may  be,  relative  to  similarly  situated  banking
organizations);  (iv) any  disruption of employee,  customer,  supplier or other
similar  relationships  or  other  event  or  circumstance   resulting  from  or
attributable  to the execution or announcement of this Agreement or the pendency
of the transactions  contemplated hereby or by the Related  Agreements;  (v) any
changes  made by Sellers in the  Business  or other  actions  taken,  delayed or
omitted to be taken by Sellers at the request or with the  consent of  Purchaser
or any of its  representatives;  (vi) with respect to the Business,  any actions
(including,  without limitation, any corrective actions) taken or to be taken by
or against Sellers, or any penalties, restrictions, regulations or fines imposed
on Sellers,  in connection  with the Written  Agreement or the MOU as each is in
effect as of the date hereof (but not  including  any such  actions,  penalties,
restrictions,   regulations  or  fines  in  connection  with  any  amendment  or
modification  to the Written  Agreement  or the MOU after the date hereof or any
other regulatory  enforcement  proceeding or any criminal proceeding);  or (vii)
any  decrease in the  revenue of the  Business  occurring  after the date of the
Agreement, whether or not resulting in a Downward Adjustment pursuant to Section
2.10.

         MOU means that certain Memorandum of Understanding  entered into by and
between UBOC and the OCC dated March 23, 2005.

         NON-COMPETE TERM shall have the meaning given in Section 5.14.1.

         NON-DISCLOSURE  AGREEMENT means that certain  Non-Disclosure  Agreement
dated as of May 20, 2005 by and between UBOC and Purchaser.

         NON-OVERLAP  CUSTOMER  NOTICE has the meaning  given in the  Conversion
Protocols.

         OCC  means  the  Office  of  the  Comptroller  of the  Currency  or its
successors in interest.

         OUTSIDE  BUSINESS  UNIT  CLOSING  DATE shall have the meaning  given in
Section 2.7.4

         OUTSIDE  PRINCIPAL CLOSING DATE shall have the meaning given in Section
2.7.3.

         OVERLAP  CUSTOMER  NOTICE  has  the  meaning  given  in the  Conversion
Protocols.

         OWNED BUSINESS  INTELLECTUAL  PROPERTY means all Business  Intellectual
Property owned by Sellers and their Affiliates.

         OWNED  BUSINESS IT ASSETS means all Business IT Assets owned by Sellers
         and their Affiliates. PARENT means UnionBanCal Corporation.

         PARTIES means Sellers and Purchaser.

         PATENTS   means   patents,    patent   applications,    utility   model
registrations,   statutory  invention  registrations,  and  industrial  designs,
including   reissues,   substitutions,   renewals,   divisions,   continuations,



                                       8
<PAGE>

continuations-in-part,  extensions,  and reexaminations  thereof, all inventions
disclosed  therein and  improvements  thereto,  all rights  therein  provided by
international   treaties  or  conventions,   and  all  other  rights  associated
therewith.

         PERMITTED  ENCUMBRANCES,  as to any Purchased Asset,  means each of the
following:  (i) Encumbrances for Taxes,  assessments and governmental charges or
levies not yet due and payable;  (ii)  Encumbrances  arising out of judgments or
awards in  respect  of which  Sellers  or their  Subsidiaries  are in good faith
prosecuting  an appeal or  proceeding  for review and in respect of which it has
secured a subsisting  stay of execution  pending such appeal of  proceeding  and
which are  disclosed or reserved  against on the balance  sheet of the Business;
(iii) zoning restrictions, easements, licenses and other restrictions on the use
of real  property or any  interest  therein,  or minor  irregularities  in title
thereto, which do not, individually or in the aggregate, adversely affect in any
material  respect the current use and enjoyment of such property by the Business
or the  merchantability or the value of such property or interest therein;  (iv)
purchase  money  mortgages  or other  purchase  money or  vendor's  Encumbrances
(including,   without  limitation,  finance  leases)  to  the  extent  that  the
corresponding liability is disclosed or reserved against on the balance sheet of
the  Business,  PROVIDED THAT no such  Encumbrance  shall extend to or cover any
property other than that so purchased;  (v)  Encumbrances  on Risk Assets (other
than loans) given to secure deposits and other liabilities of Sellers arising in
the ordinary course of the operation of the Business  (including  those given to
secure borrowings, advances, or discount window availability from any private or
governmental  banking  entity  or any  clearinghouse);  and (vi)  materialmen's,
mechanics',  carriers', workmen's and repairmen's liens and other similar common
law or statutory Encumbrances arising or incurred in the ordinary course that do
not, individually or in the aggregate,  adversely affect in any material respect
the use and enjoyment of any Purchased Asset.

         PERSON  means any natural  person,  corporation,  partnership,  limited
liability company, trust, joint venture or other entity.

         POST-CLOSING  PERIOD  means,  with  respect to any Business  Unit,  any
taxable  period  beginning  after the Effective Time with respect to the Closing
Date  therefor  or, in the case of any tax period which  includes the  Effective
Time with  respect to the  Closing  Date  therefor,  the  portion of such period
beginning after the Effective time in respect of such Closing Date.

         PRE-CLOSING  BUSINESS OPERATIONS means the operation of a Business Unit
by Sellers or any of their  Affiliates  prior to the Effective Time with respect
to the Closing Date therefor.

         PRE-CLOSING  PERIOD  means,  with  respect to any  Business  Unit,  any
taxable  period  ending on or before  the  Effective  Time with  respect  to the
Closing Date therefor or, in the case of any taxable period which includes,  but
does not end on, the Effective  Time with respect to the Closing Date  therefor,
the portion of such period up to the  Effective  Time in respect of such Closing
Date.

         PRINCIPAL BUSINESS UNIT means the Business conducted through offices in
the United States of America.

         PRINCIPAL CLOSING  means the  Closing related to the Principal Business
Unit.

         PRINCIPAL  CLOSING  DATE  means the  Closing  Date with  respect to the
Principal Closing.

         PRINCIPAL  EFFECTIVE  TIME means the  Effective  Time of the  Principal
Closing.

         PRIVILEGED DOCUMENTS shall have the meaning given in Section 5.15.1.

         PROHIBITED SERVICES shall have the meaning given in Section 5.14.1.



                                       9
<PAGE>


         PROPOSAL shall have the meaning given in Section 5.12.

         PROPRIETARY  INFORMATION  means any and all  information  and  material
disclosed  by one  Party  or its  Representatives,  to the  other  Party  or its
Representatives  pursuant  to  the  Non-Disclosure  Agreement  or  otherwise  in
connection  with  the  transactions  contemplated  hereby  and  by  the  Related
Agreements  or in the  course  of a Party's  evaluation  of,  and due  diligence
relating to, the transactions contemplated hereby and by the Related Agreements,
or obtained by a Party through  inspection or  observation  of the other Party's
properties,  facilities or operations,  together with all communications,  data,
reports,  analyses,  compilations,  studies,  interpretations,  records,  notes,
lists,  financial  statements or other  materials or  information  prepared by a
Party or its  Representatives  that  contain or  otherwise  reflect or are based
upon,  in whole or in part,  any  Proprietary  Information,  or that reflect the
review of, interest in, or evaluation of all or any portion of the  transactions
contemplated hereby and by the Related Agreements or the other Party's business,
whether  tangible or intangible,  furnished or prepared in writing,  or in oral,
graphic,  electronic  or any  other  form or manner  and  whether  furnished  or
prepared before, on or after the date hereof. Proprietary Information, includes,
without limitation,  any (a) trade secret, know-how,  idea, invention,  process,
technique,  algorithm,  program  (whether  in source  code or object code form),
hardware,  device, design,  schematic,  drawing,  formula, data, plan, strategy,
client and customer lists, financial statements or forecasts of a Party; and (b)
technical, engineering, manufacturing, product, marketing, servicing, financial,
personnel  and other such  information  or  materials  of a Party.  In addition,
unless and to the extent a Party  consents in writing to  disclosure  or as such
disclosure  is required by Legal  Requirements,  Proprietary  Information  shall
include (x) the proposed terms and conditions of the  transactions  contemplated
hereby  and by  the  Related  Agreements  (including  any  financial  terms  and
conditions)  and the  status  thereof,  and (y) the  context  and  scope  of the
Non-Disclosure Agreement, this Agreement and the Related Agreements. Proprietary
Information  shall not include  information  that:  (i) is or becomes  generally
available to the public other than as a result of any disclosure or other action
or inaction by a Party in breach of this Agreement  (including any disclosure or
other action or inaction by the Representatives of a Party that could constitute
a breach of this Agreement if undertaken by a Party itself);  (ii) is or becomes
rightfully known to a Party or its Representatives from a Person (other than the
other  Party or any of its  Representatives)  that is not known by such Party to
owe a duty of  confidentiality  to the other Party or its  Representatives  with
respect  to such  Proprietary  Information;  or (iii) is or was  already  in the
possession of, or is or becomes known to, a Party or any of its  Representatives
prior to any  discussions  between  the  Parties  relating  to the  transactions
contemplated  by  this  Agreement  and  the  Related  Agreements  or is  or  was
independently  developed  by such  Party or any of its  Representatives  without
violation of any obligation  under this Agreement.  The Parties  acknowledge and
agree  that  certain  Proprietary  Information  that is  primarily  related  to,
primarily used in, or primarily held for use in the Business will be transferred
from  Sellers to  Purchaser  pursuant to the  consummation  of the  transactions
contemplated hereby and by the Related Agreements,  and that, as such, Purchaser
will become the owner of such  Proprietary  Information and will be accorded the
same  protections  set forth in this Agreement  with regard to such  Proprietary
Information as Sellers are provided prior to such transfer.

         PURCHASED ASSETS shall have the meaning given in Section 2.1.1.

         PURCHASER shall have the meaning given in the preamble.

         PURCHASER'S APPROVALS shall have the meaning given in Section 4.5.

         REFERENCE shall have the meaning given in Section 11.11(a).

         REGISTERED means issued by, registered with,  renewed by or the subject
of a pending  application  before  any  Governmental  Authority  or domain  name
registrar.



                                       10
<PAGE>


         RELATED AGREEMENTS means the Assumption Agreements,  the Bills of Sale,
the Risk Participation Agreement, the Trademark and Trade Name License Agreement
and the Business Employee Leasing Agreement.

         REPRESENTATIVE  means  as  to  any  Person,  its  directors,  officers,
employees,  agents,  advisors  or  other  representatives  (including,   without
limitation,   financial  advisors,  banks,  attorneys,   accountants  and  their
respective Representatives).

         RESTRICTED AREA shall have the meaning given in Section 5.14.2.

         RETENTION  METRIC  QUOTIENT  shall have the  meaning  given in SCHEDULE
1(A).

         RETENTION METRICS shall have the meaning given in SCHEDULE 1(A).

         RETENTION PERIOD shall have the meaning given in SCHEDULE 1(A).

         RISK  ASSETS  means,  as of any  specified  date  (a) all  cash,  coin,
currency,  bullion,  amounts due from other financial  institutions,  investment
securities,   loans,  trading  securities,   securities  purchased,   customers'
liabilities  on  acceptances,  Federal  Funds sold and other items  appearing as
assets on the balance  sheets of the Sellers,  as of such date,  relating to the
Business,  other than premises,  plant and equipment and Intangible  Assets; and
(b) all  off-balance  sheet items of the Sellers  relating to the Business as of
such date accorded  risk-weighting  (at 0% or above) for purposes of calculating
risk-weighted  capital ratios in Appendix A of Part 3 of Title 12 of the Code of
Federal  Regulations,  as  applicable to national  banks,  or reportable by such
banks on Schedule RC-L of the Consolidated Reports of Condition and Income for a
Bank  with  Domestic  and  Foreign  Offices  --  FFIEC  031,  including  without
limitation  those in the  following  categories:  (i) unused  commitments;  (ii)
standby and commercial  letters of credit;  (iii)  participations in acceptances
conveyed to others by the  reporting  bank;  (iv)  securities  lent;  (v) credit
derivatives;   (vi)  spot  foreign  exchange  contracts;  and  (vii)  all  other
off-balance sheet assets required to be reported on Schedule RC-L.

         RISK  ASSET  DOCUMENTS  means,  with  respect  to any Risk  Asset,  all
Contracts,  documents  and  instruments  governing,   evidencing,   guarantying,
insuring or securing such Risk Asset.

         RISK  PARTICIPATION  AGREEMENT  shall have the meaning given in Section
2.7.6.

         RISK   PARTICIPATION   ASSET  shall  the  meaning  given  in  the  Risk
Participation Agreement.

         SECTION 314(B) shall have the meaning given in Section 5.18.

         SELLERS shall have the meaning given in the preamble.

         SELLERS'  FINANCIAL  STATEMENTS shall have the meaning given in Section
3.5.1.

         SELLERS' APPROVALS shall have the meaning given in Section 3.19.

         SELLERS' RETENTION PROGRAM means the retention program  established and
communicated  by  Sellers  to the  Business  Employees  in  connection  with the
transactions  contemplated by this Agreement providing  additional  compensation
for those  Business  Employees  who  continue  to be  employed  in the  Business
immediately prior to the applicable  Employment Time and otherwise meet Sellers'
requirements.

         SELLERS'  SHUTDOWN  DATE means with respect to each  Business  Unit the
earlier of (i) the completion of the Conversion with respect to all Customers of
such  Business  Unit and (ii) the later of (A) sixty (60) days




                                       11
<PAGE>

after the Closing of such Business Unit and (B) March 31, 2006; PROVIDED THAT if
the Closing of a Business Unit (other than the Principal Business Unit) does not
occur by the Outside Business Unit Closing Date, then the Sellers' Shutdown Date
for such  Business  Unit shall mean the date  thirty (30) days after the Outside
Business Unit Closing Date pursuant to Section 2.7.4(b) and (c).

         SEVERANCE  BENEFITS means  payments or benefits  extended under (i) any
applicable and effective  written  policy of Sellers  applicable to any Business
Employee  providing  for payments or benefits  upon  termination  of  employment
(other than qualified or non-qualified  retirement plans), all of such policies,
as of the date  hereof and as Updated as of the  Closing,  being  identified  on
Schedule 3.13.1; (ii) any Contracts between any Business Employee and Sellers or
their Affiliates, all such agreements as of the date hereof and as Updated as of
the Closing  being  identified  on Schedule  3.13.1,  providing  for payments or
benefits upon  termination of employment  (other than qualified or non-qualified
retirement  plans);  and (iii) any applicable Legal Requirements with respect to
Business  Employees  engaged outside of the United States providing for payments
or provision of benefits by Sellers upon termination of employment.

         SUBSIDIARY means any corporation,  trust, partnership, joint venture or
other entity of which 50% or more of the voting  interest or ownership  interest
is owned, legally or beneficially, by any Person and its Affiliates.

         SUBSTANTIAL  DETRIMENT  means  (i) any  substantial  impairment  of the
benefits  reasonably  expected,  as of the date hereof,  to be realized from the
consummation of the  transactions  contemplated  by this Agreement;  or (ii) the
imposition of conditions that would require the Purchaser or the Sellers, as the
case may be, to proffer to, or agree to, sell, divest, lease, license, transfer,
dispose of or otherwise encumber or hold separate, before or after the Effective
Time of any Closing,  material assets,  licenses,  operations,  rights,  product
lines,  businesses  or  their  interest  therein  or  any  of  their  respective
Affiliates  or to agree to any  material  changes  or  restriction  on, or other
material  impairment of the ability of Purchaser or Sellers, as the case may be,
to own or operate,  any such assets,  licenses,  product  lines,  businesses  or
interests therein.

         TAX (and, with correlative meaning "TAXES" and "TAXABLE") means any net
income,  alternative or add-on minimum tax, gross income, gross receipts, sales,
use, ad valorem, transfer, franchise,  profits, license,  withholding,  payroll,
employment,  excise,  severance,  stamp, value-added,  consumption,  occupation,
premium,   property,   environmental   or  windfall  profit  tax,  custom  duty,
unincorporated  business,  estimated  or other  tax,  governmental  fee or other
assessment or charge of any kind  whatsoever,  together with any interest or any
penalty,  addition to tax or additional amount and any interest on such penalty,
addition to tax or additional amount, imposed by any Tax Authority.

         TAX  AUTHORITY  means  Governmental   Authority   responsible  for  the
imposition, assessment or collection of any Tax (domestic or foreign).

         TAX  RETURNS  means  any  return,   statement,   declaration,   notice,
certificate or other document that is or has been filed with or submitted to, or
required  to be filed  with or  submitted  to,  any  Governmental  Authority  in
connection with the determination,  assessment, collection or payment of any Tax
or in connection with the  administration,  implementation  or enforcement of or
compliance with any Legal Requirement related to any Tax.

         TRADEMARK AND TRADE NAME LICENSE AGREEMENT shall have the meaning given
in  Section  2.7.6(c).

         TRADEMARKS  means trademarks, service marks, certification marks, trade
dress,  trade names,  URL addresses,  Internet domain names and logos,  symbols,
slogans and other  indicia of source or origin,  all  goodwill  of the  Business
symbolized thereby or associated  therewith,  all registrations and applications
for registration  thereof  throughout the world, all common-law  rights thereto,
all rights therein  provided by




                                       12
<PAGE>

international   treaties  or  conventions,   and  all  other  rights  associated
therewith.

         TRADE  SECRETS  means  trade  secrets,   Proprietary   Information  and
confidential  information and materials,  including,  without limitation,  trade
secrets,  Proprietary Information and/or confidential  information and materials
of the following nature: know-how, technical,  business, marketing and financial
information  and  data,  databases,  processes  and  techniques,   research  and
development  information,  discoveries and inventions (whether or not patentable
or  reduced  to  practice),   technology,   formulae,   processes,   algorithms,
methodologies,  drawings, schematics, business methods, specifications,  models,
designs, plans, proposals, pricing and cost information,  business and marketing
plans and records, customer, client and supplier lists and information,  and all
rights in any jurisdiction to limit the use or disclosure thereof.

         TRANSFER TAXES shall mean all federal,  state,  local or foreign sales,
use,  transfer,  real  property  transfer,   mortgage  recording,   stamp  duty,
value-added, consumption or similar Taxes that may be imposed in connection with
the transfer of Purchased Assets or assumption of Assumed Obligations,  together
with any interest,  additions to Tax or penalties  with respect  thereto and any
interest in respect of such additions to Tax or penalties.

         TRANSFERRED BUSINESS  INTELLECTUAL  PROPERTY means Transferred Licensed
Business  Intellectual  Property and  Transferred  Owned  Business  Intellectual
Property.

         TRANSFERRED  BUSINESS  INTELLECTUAL  PROPERTY  CONTRACTS means Business
Intellectual Property Contracts that constitute Purchased Assets.

         TRANSFERRED BUSINESS IT ASSETS means Business IT Assets that constitute
Purchased Assets.

         TRANSFERRED  LICENSED  BUSINESS  INTELLECTUAL  PROPERTY  means Licensed
Business  Intellectual  Property  licensed  pursuant to a  Transferred  Business
Intellectual Property Contract.

         TRANSFERRED OWNED BUSINESS  INTELLECTUAL  PROPERTY means Owned Business
Intellectual Property that constitute Purchased Assets.

         TRUE-UP shall have the meaning given in Section 2.8.4.

         UBOC shall have meaning given in the recitals.

         UBOCI shall have the meaning given in the recitals.

         UPDATED AS OF THE CLOSING  means  updated to take into account  changes
from the date of this Agreement in any Business Unit with respect to the Closing
corresponding to such Business Unit.

         U.S.  DEPOSITS  means (i) any  "deposits"  (as such term is  defined in
Section  3(l) of the FDIA,  12 USC ss.  1813(l)) and (ii) any  liabilities  that
would be  "deposits"  (as so defined) but for  subparagraphs  (A), (B) or (C) of
said Section 3(l) of the FDIA.

         WARN ACT  shall mean the Worker  Adjustment and Retraining Notification
Act.

         WELFARE PLAN shall have the meaning given in Section 5.5(b)(iii).

         WIN/LOSS  ADJUSTMENT means an adjustment to Conversion  Period Combined
ADCR designed to exclude the effect of specific  customer  "wins" or "losses" by
Purchaser that would affect ADCR during the Conversion  Measurement  Month.  The
Win/Loss  Adjustment  is intended to neutralize  the effect of




                                       13
<PAGE>

Purchaser "wins" (e.g., via development of new business or merger or acquisition
activity unrelated to the transactions  contemplated  hereby) or "losses" (e.g.,
losses  of  significant   ADCR  for  reasons   unrelated  to  the   transactions
contemplated  hereby,  including  customer losses or disposition of businesses).
Customer  wins  and  losses  will be  eligible  for  inclusion  in the  Win/Loss
Adjustment only if they exceed 7.5% of the ADCR of any given Core Product.

         WRITTEN AGREEMENT means that certain "Written Agreement" by and between
UBOCI and the Federal  Reserve Bank of New York,  dated October 18, 2004 (Docket
No. 04-028-WA/RB-EC).

                                   ARTICLE II

                  TRANSFER AND ACQUISITION OF PURCHASED ASSETS

2.1      Purchased Assets

         2.1.1  PURCHASED  ASSETS.  Subject to the other terms and conditions of
this  Agreement,  at the Closing for each Business  Unit,  with effect as of the
Effective  Time  therefor,  Sellers  shall sell,  assign,  convey,  transfer and
deliver to Purchaser,  and Purchaser shall purchase and acquire from Sellers and
take assignment and delivery from Sellers of, all of Sellers'  right,  title and
interest  (subject  to  Permitted  Encumbrances)  in and  to all of the  assets,
properties,  Contracts (including Business Leases), accounts and other rights of
Sellers that are primarily  related to,  primarily used in or primarily held for
use in the conduct of the  operations of the  Business,  other than the Excluded
Assets  (collectively,  for each Business  Unit, the  "Purchased  Assets").  The
Purchased  Assets  include,  without  limitation,  the following  (except to the
extent they constitute  Excluded Assets) assets of Sellers primarily related to,
primarily used in or primarily held for use in the conduct of the Business:

                (a)  all Customers;

                (b)  all Business  Leases  including,  without  limitation,  all
                     improvements and fixtures thereon;

                (c)  all  tangible   personal   property,   including,   without
                     limitation,  furnishings, equipment, stationery, stores and
                     supplies;

                (d)  all  assets,  if any,  that  Purchaser  elects  to  acquire
                     pursuant to Section 5.21;

                (e)  Books and Records;

                (f)  all credits, prepaid expenses,  advance payments,  security
                     deposits, prepaid items and duties to the extent related to
                     any  Purchased  Asset and  reflected  on the Final  Balance
                     Sheet;

                (g)  all Owned Business Intellectual Property, Owned Business IT
                     Assets and Business Intellectual Property Contracts;

                (h)  all claims,  causes of action,  choses in action, rights of
                     recovery,  defenses or counterclaims  and rights of set-off
                     of any kind  (including  rights  under and  pursuant to all
                     warranties,   representations   and   guarantees   made  by
                     suppliers of products, materials or equipment or components
                     thereof)  relating  to  any  Purchased  Assets  or  Assumed
                     Obligations; and



                                       14
<PAGE>


                (i)  all guaranties,  warranties, indemnities and similar rights
                     in  favor of  Sellers  or their  Affiliates  to the  extent
                     related to any Purchased Asset.

         2.1.2  CONSENTS  TO  ASSIGNMENT.  Anything  in  this  Agreement  to the
contrary  notwithstanding,  this Agreement  shall not constitute an agreement to
assign or transfer any  Contract  (including  any Business  Lease or License) or
other  Purchased  Asset  or any  claim or right  or any  benefit  or  obligation
thereunder or resulting therefrom if an assignment or transfer thereof,  without
the consent of a Governmental  Authority or, unless otherwise permitted by Legal
Requirements,  a third party  thereto,  would  constitute  a breach or violation
thereof or impose any obligation or liability on Sellers unless and until such a
consent is obtained,  and prior to such time (but only after the Effective Time)
the provisions of Section 5.10.2 shall apply.

2.2 EXCLUDED ASSETS.  Notwithstanding  the provisions of Section 2.1.1,  Sellers
shall not sell, assign, convey, transfer or deliver to Purchaser,  and Purchaser
shall not  purchase,  acquire  or take  assignment  or  delivery  of, any of the
following assets,  properties,  Contracts (including Business Leases), accounts,
Risk  Assets  or rights or any  right,  title or  interest  of  Sellers  therein
(collectively,  the  "Excluded  Assets"),  none of which  shall be  deemed to be
Purchased Assets:

                (a)  CASH.  All cash and cash  equivalents  owned by  Sellers or
                     their Affiliates for their own account;

                (b)  RISK ASSETS.  All Risk Assets (including without limitation
                     all Brady  Bonds and all  rights  or  securities  issued in
                     respect  of or in  exchange  for Brady  Bonds,  such as oil
                     recovery rights) and all Risk Asset Documents;

                (c)  TRADEMARKS.  All  Trademarks  that (i)  contain  the names,
                     initials  or  acronyms  "UnionBanCal  Corporation,"  "Union
                     Bank,"   "Union  Bank  of   California,"   "Union  Bank  of
                     California  International,"  "UBOC," "UBOCI," "uboc.com" or
                     "uboc-i.com,"     or    any    non-English     counterpart,
                     transliteration or translation thereof,  owned by, licensed
                     to or used by  Sellers  or any of their  Affiliates  in the
                     conduct of the Business or (ii) are confusingly  similar to
                     the  foregoing,  along  with all rights or causes of action
                     for dilution,  infringement or misappropriation of, and all
                     rights  to apply  for or  register  any of,  the  foregoing
                     rights;

                (d)  Excluded Books and Records.

                     (i)            Books and Records  consisting of Tax records
                                    (including   Tax   Returns  and  all  notes,
                                    worksheets,   files  or  documents  relating
                                    thereto) and all other data and  information
                                    with respect to Taxes;

                     (ii)           The  minute  books  from  the  meetings  (or
                                    consents in lieu  thereof) of the  directors
                                    (including     committees    thereof)    and
                                    shareholders  of Sellers and the shareholder
                                    records of Sellers;

                     (iii)          All proprietary or confidential  business or
                                    technical information,  records and policies
                                    which relate  generally to Sellers and their
                                    Affiliates,  such as accounting  procedures,
                                    instructions,   organizational  manuals  and
                                    strategic plans;



                                       15
<PAGE>


                     (iv)           All Books and Records prepared in connection
                                    with  the  sale of the  Business,  including
                                    offers received from prospective  purchasers
                                    and any information relating to such offers;

                     (v)            All call  reports of Sellers and the general
                                    ledger of Sellers as of the Effective Time;

                     (vi)           Suspicious  activity  reports,   reports  of
                                    investigation  of suspicious  activity,  and
                                    any other reports or documents that indicate
                                    whether a suspicious  activity report was or
                                    was not filed in a given case; and

                     (vii)          Books and Records the disclosure of which to
                                    Purchaser   is  not   permitted   by   Legal
                                    Requirements.

                (e)  CLAIMS.  All  claims,  causes of action,  choses in action,
                     rights of recovery, defenses or counterclaims and rights of
                     set-off of any kind (including rights under and pursuant to
                     all  warranties,  representations  and  guarantees  made by
                     suppliers of products, materials or equipment or components
                     thereof)  relating  to  any  Excluded  Assets  or  Excluded
                     Obligations;

                (f)  TAX  REFUNDS.  All of  Sellers'  claims  for and  rights to
                     receive Tax refunds attributable to the Pre-Closing Period;

                (g)  EMPLOYEE CONTRACTS,  ASSETS AND RECORDS. All Employee Plans
                     or Contracts  (including  without  limitation  Contracts of
                     insurance  for  employee  group  medical,  dental  and life
                     insurance  plans);  all  assets  of  Sellers  held  for the
                     benefit of Business  Employees  under any Employee  Plan or
                     Contract (which assets shall be retained by Sellers for the
                     benefit  of  Business  Employees  unless  and to the extent
                     transfer to Purchaser is expressly  provided by Section 5.5
                     or  required by  applicable  Legal  Requirements);  and all
                     personnel and labor relations  records,  in the case of any
                     of the foregoing  relating to Business Employees of Sellers
                     unless and to the extent transfer to Purchaser is expressly
                     provided by Section 5.5;

                (h)  THIS AGREEMENT.  All rights of Sellers and their Affiliates
                     under  this  Agreement,  the  Related  Agreements  and  the
                     Conversion Protocols;

                (i)  INSURANCE. All rights of Sellers under insurance policies;

                (j)  LICENSES. All of the Licenses;

                (k)  EXCLUDED CONTRACTS. All of the Excluded Contracts;

                (l)  ASSETS RELATING TO EXCLUDED ACCOUNTS. All Excluded Accounts
                     and all right, title and interest in and to Risk Assets and
                     other  assets   arising  out  of  or  related  to  Excluded
                     Accounts;

                (m)  STATUTORY  DEPOSITS.  All Risk Assets (and interest accrued
                     thereon)  of  Sellers   deposited  with  any   Governmental
                     Authority in connection with the maintenance of any banking
                     or similar  license,  which are set forth as of the



                                       16
<PAGE>


                     date of this Agreement and as  Updated as of the Closing on
                     SCHEDULE 2.2(M);

                (n)  EXCLUDED LEASES. All of the Excluded Leases;

                (o)  TANGIBLE PERSONAL PROPERTY.  All tangible personal property
                     (other than  Business IT Assets that  constitute  Purchased
                     Assets)  located  on Leased  Premises  that are  subject to
                     Excluded Leases;

                (p)  EXCLUDED  INTELLECTUAL   PROPERTY.   All  of  the  Excluded
                     Business  Intellectual  Property Contracts and the Excluded
                     Business IT Assets.

                (q)  PRIVILEGED INFORMATION.  All attorney client communications
                     with,  and attorney work product for,  Sellers with respect
                     to Excluded Assets or Excluded Obligations;

                (r)  OFAC FUNDS ON HOLD.  All funds  subject to hold pursuant to
                     regulations  of the Office of Foreign Assets Control of the
                     U.S. Department of Treasury;

                (s)  NON-DISCLOSURE   AND   CONFIDENTIALITY    AGREEMENTS.   All
                     non-disclosure and confidentiality  agreements entered into
                     by Sellers or any of their  Affiliates in connection with a
                     potential sale of the Business; and

                (t)  OPTIONAL  ASSETS.  All assets described in Section 5.21 and
                     Section 5.23 unless Purchaser  elects,  pursuant to Section
                     5.21 and  Section  5.23,  to acquire  all or any portion of
                     such assets;

                (u)  OTHER EXCLUDED ASSETS. All assets,  properties,  Contracts,
                     accounts, and other rights set forth on SCHEDULE 2.2(U).

2.3 ASSUMED OBLIGATIONS.  At each Closing,  Purchaser shall assume the following
liabilities and obligations of Sellers of the Business Unit sold at such Closing
as  of  the  Effective  Time  for  such  Closing  (collectively,   the  "Assumed
Obligations"),  and from and after the  Effective  Time,  Purchaser  shall  pay,
perform  and  discharge  all  Assumed  Obligations  as  and  when  such  Assumed
Obligations become due and owing:

                (a)  all  liabilities  and  obligations set forth on or reserved
                     for in the Final  Balance  Sheet in the  amount and only to
                     the extent set forth on or reserved  for  thereon  (for the
                     avoidance of doubt,  such liabilities and obligations shall
                     not include any liabilities for Taxes);

                (b)  all liabilities  and  obligations  incurred under Contracts
                     (including  Business  Leases)  that  constitute   Purchased
                     Assets of such Business  Unit,  but in each case  excluding
                     any  liabilities  or obligations to the extent arising from
                     or  relating to (i) any breach or  violation  by Sellers of
                     such  Contracts  that  occurred  prior  to  the  applicable
                     Effective  Time,  (ii) the  ownership  or  operation of the
                     Business  prior to the  Effective  Time  other  than to the
                     extent set forth on or  reserved  for in the Final  Balance
                     Sheet,  or (iii) any  Contract  of the type  required to be
                     listed on  SCHEDULE  3.8 if such  Contract is not listed on
                     SCHEDULE  3.8  and  if  the  payment  of   liabilities   or
                     obligations  arising under such  Contract,  in  Purchaser's
                     reasonable  judgment,  are  to  any



                                       17
<PAGE>


                     extent  not  usual  or customary  in kind  or amount in the
                     market for the goods or services furnished pursuant to such
                     Contract;

                (c)  all liabilities  and  obligations  incurred by the Business
                     Unit with respect to Accepting Employees to the extent such
                     liabilities  and  obligations  are  expressly   assumed  by
                     Purchaser pursuant to Section 5.5;

                (d)  all  liabilities  and obligations to the extent arising out
                     of the ownership or operation of the Business Unit from and
                     after the applicable  Effective Time; PROVIDED THAT, except
                     for the liabilities described in any of Sections 2.3(a)-(c)
                     and  2.3(e),  this  Section  2.3(d)  shall  apply  only  to
                     liabilities  and  obligations  that relate to any condition
                     existing  as a result  of any  action  or  failure  to take
                     action by any Person  following  the  applicable  Effective
                     Time; and

                (e)  all Taxes  expressly  allocated  to  Purchaser  under  this
                     Agreement.

2.4  EXCLUDED  OBLIGATIONS.  In no event  shall  Purchaser  have  any  liability
whatsoever  for  any  liabilities   and  obligations   other  than  the  Assumed
Obligations (collectively,  the "Excluded Obligations"). For avoidance of doubt,
(i)  U.  S.  Deposits  shall  constitute  Excluded   Obligations  and  (ii)  all
liabilities  and  obligations  to the extent  arising  out of the  ownership  or
operation of a Business Unit prior to the applicable  Effective Time,  including
liabilities or obligations that relate to any condition  existing as a result of
any action or failure to take action by any Person prior to the Effective  Time,
except for liabilities and obligations  described in any of Sections  2.3(a)-(c)
or 2.3(e), shall constitute Excluded Obligations.

2.5 CLOSING BALANCE SHEET.  Not later than the second Business Day prior to each
Closing Date,  UBOC will deliver to Purchaser a balance sheet for the applicable
Business  Unit(s)  involved  in such  Closing  as of the  last  day of the  last
calendar  month ended prior to such  second  Business  Day that will be prepared
from  the  Sellers'  financial  statements  as of  such  time  (which  financial
statements will be prepared in accordance with the Sellers' Financial Statements
and subject to the  qualifications,  assumptions  and  adjustments  set forth on
SCHEDULE  3.5.2)  and  which  will  be  adjusted  to  include  only  assets  and
obligations that would be Purchased Assets or Assumed  Obligations,  as the case
may be, from such  Sellers'  financial  statements  as of such Closing Date (the
"CLOSING BALANCE SHEET").  Each of the Purchased Assets and Assumed  Obligations
for which Sellers' financial  statements will be adjusted in connection with the
preparation of the Closing  Balance Sheet will be valued in accordance with GAAP
and the Books and Records and  consistently  with past practice.  Except for the
exclusions and  adjustments  described in this Section 2.5, the Closing  Balance
Sheet  will not  reflect  any  modifications  or  adjustments  to such  Sellers'
financial statements.

2.6 CONSIDERATION FOR PURCHASE OF THE PURCHASED ASSETS.

         2.6.1    CONSIDERATION AMOUNT AT PRINCIPAL  CLOSING.  The cash purchase
price for the Purchased  Assets  payable by Purchaser at the  Principal  Closing
shall be equal to the sum of subparagraphs (a) and (b) below:

                (a)  the Book  Value of the  Purchased  Assets of the  Principal
                     Business  Unit as  reflected on the Closing  Balance  Sheet
                     reduced by the Book Value of the Assumed Obligations of the
                     Principal Business Unit as reflected on the Closing Balance
                     Sheet; and



                                       18
<PAGE>


                (b)  $245,000,000,  representing  goodwill  associated  with the
                     Business (the "Base Purchase Price").

         2.6.2 CONSIDERATION  AMOUNT AT SUBSEQUENT  CLOSINGS.  The cash purchase
price for the Purchased Assets payable by Purchaser at each Closing,  other than
the Principal Closing,  shall be equal to the Book Value of the Purchased Assets
of the Business  Unit  subject to such  Closing as  reflected on the  applicable
Closing  Balance Sheet reduced by the Book Value of the Assumed  Obligations  of
the Business  Unit subject to such Closing as reflected on such Closing  Balance
Sheet.

         2.6.3 CLOSING CASH  CONSIDERATION  AMOUNT. The applicable cash purchase
price paid  pursuant  to  Sections  2.6.1 and 2.6.2  above  shall be referred to
herein,  with  respect  to each  Closing,  as the  "Closing  Cash  Consideration
Amount."

2.7      THE CLOSING.

         2.7.1 CLOSING  PROCEDURES.  It is  contemplated  that the  transactions
contemplated  hereby shall be  consummated  in one or more Closings as set forth
herein. The first Closing shall be the Principal  Closing,  and no other Closing
shall occur until the  Principal  Closing  shall have been  consummated.  To the
extent that the  conditions  for a Closing of one or more  Business  Units other
than the  Principal  Business Unit can be satisfied at the time of the Principal
Closing such other  Business  Units shall be sold (and such other Closings shall
be consummated)  concurrently with the Principal  Closing.  Subject to the terms
and conditions of this Agreement,  each  respective  Closing of the purchase and
sale of each Business Unit under this Agreement (the "Closing") shall take place
at 9:00 a.m.,  Pacific  Time, on the  applicable  Closing Date at the offices of
Morrison & Foerster LLP, 425 Market  Street,  San Francisco,  California  94105.
With  respect to each  Business  Unit,  the  "Closing  Date"  shall be the third
Business Day (or such earlier date  designated by the Parties)  after all of the
conditions  set forth in Articles VI and VII with respect to such  Business Unit
have been  satisfied  or waived,  or such other date as the  Parties  may agree;
PROVIDED,  HOWEVER,  that the Principal Closing shall occur at 9:00 am., Pacific
Time, on October 6, 2005,  subject to the  satisfaction  or waiver of all of the
conditions  set forth in Articles VI and VII with  respect to the Closing of the
Principal  Business Unit.  Each Closing shall be effective as of (i) 12:01 a.m.,
Pacific Time, with respect to the Principal  Closing,  and (ii) 12:01 a.m. local
time at the location of the  applicable  Business Unit (for such  purposes,  the
Principal  Business  Unit shall be deemed to be located in New York,  New York),
with respect to each other Closing (the "Effective Time").

         2.7.2  REFERENCES  TO CLOSING AND EFFECTIVE  TIME.  Except as otherwise
provided herein, or as the context may otherwise require,  any provision of this
Agreement relating to or referencing a "Closing," a "Closing Date," "Pre-Closing
Period," "Post-Closing Period" and "Effective Time" shall be deemed to reference
the Closing, Closing Date, Pre-Closing Period, Post-Closing Period and Effective
Time,  as  applicable,  with  respect to the  acquisition  by  Purchaser of each
specific Business Unit and shall be deemed to relate to the Business, or portion
thereof,  comprehended  within such Closing.  References  to "Purchased  Assets"
(including  references to applicable  "Business Leases" and "Computer Programs")
herein  shall mean those  Purchased  Assets  assigned  and  transferred  at each
Closing with respect to the Business  Unit that is the subject of such  Closing.
Except as  otherwise  expressly  provided  in this  Agreement  or in any Related
Agreement,  all actions required to be taken at each respective Closing shall be
deemed  to have  occurred  simultaneously  at such  Closing,  and all  documents
delivered at each Closing shall be deemed to have been delivered  simultaneously
on the respective Closing Date.

         2.7.3 OUTSIDE  PRINCIPAL  CLOSING  DATE.  With respect to the Principal
Business Unit,  the Parties agree to use reasonable  best efforts to satisfy the
conditions  set forth in Sections 6.1 and 7.1 that are within  their  respective
control as promptly as possible and in no event later than November 30, 2005 (or
such later date as may be established pursuant to the proviso to this sentence);
PROVIDED, HOWEVER, that if the Principal




                                       19
<PAGE>

Closing Date shall not have taken place on or before  November  30,  2005,  such
date may be extended to a date  specified by either Party that is not later than
March 31,  2006 by such Party  giving  written  notice to the other Party at any
time during the month of November,  2005 if such first Party reasonably believes
that  the  conditions  to  Principal  Closing  in  Sections  6.1 and 7.1 of this
Agreement  will be satisfied on or before such  extended  date (such date, as it
may be extended,  the "Outside  Principal  Closing Date").  Notwithstanding  any
other provision of this Agreement,  if the Principal Closing has not occurred by
the Outside  Principal Closing Date, then Sellers and Purchaser shall thereafter
have no duty to use any efforts to effectuate  such Closing or to perform any of
their  respective  obligations with respect to any assets or liabilities of such
Business  Unit  pursuant to the second  sentence of Section  5.10.2,  and either
Party may terminate this Agreement upon satisfaction of the conditions set forth
in Section 9.1(e).

         2.7.4  OUTSIDE  BUSINESS  UNIT CLOSING  DATE.  With respect to Business
Units  other  than  the  Principal  Business  Unit,  the  Parties  agree  to use
reasonable  best efforts to satisfy the conditions set forth in Sections 6.2 and
7.2 that are within their  respective  control as promptly as possible and in no
event later than March 31, 2006 (the  "Outside  Business  Unit  Closing  Date").
Notwithstanding any other provision of this Agreement to the contrary, if, after
the Principal  Closing Date, any Closing with respect to any such other Business
Unit has not been  consummated  on or before the Outside  Business  Unit Closing
Date:

                (a)  Sellers and Purchaser shall  thereafter have no duty to use
                     any efforts to effectuate such Closing;

                (b)  Sellers and Purchaser shall cooperate to make  arrangements
                     within  thirty  (30) days after the Outside  Business  Unit
                     Closing Date to transfer to Purchaser,  and Purchaser shall
                     assume,   such  of  the   Purchased   Assets  and   Assumed
                     Obligations  associated with such Business Unit(s),  as can
                     then  be   transferred   or  assumed  in  accordance   with
                     applicable  Legal  Requirements  on the same economic terms
                     and conditions  (including financial terms), and subject to
                     the same  procedures,  as would  prevail if the Closing for
                     such Business Units(s) had taken place;

                (c)  Sellers and Purchaser shall cooperate to make  arrangements
                     within  thirty  (30) days after the Outside  Business  Unit
                     Closing  Date to enable  Purchaser  to hire  (and/or  lease
                     pursuant to the Business  Employee Leasing  Agreement) such
                     Business  Employees  (as  chosen by  Purchaser  in its sole
                     discretion) as are associated with such Business Unit(s) as
                     can  then be  transferred  or  leased  in  accordance  with
                     applicable  Legal   Requirements  on  the  same  terms  and
                     conditions (and otherwise in accordance with the Conversion
                     Protocols)  as  would  prevail  under  Section  5.5  if the
                     Closing for such Business Unit(s) had taken place;

                (d)  subject to the completion of the transfers and  assumptions
                     contemplated by  subparagraphs  (b) and (c) above,  Sellers
                     shall, at their own cost and expense, close and wind-up the
                     Business Units  (including the offices that constitute such
                     Business  Units) with respect to which such Closing has not
                     occurred,  giving due  consideration  to  applicable  Legal
                     Requirements;   PROVIDED,  HOWEVER,  that  Purchaser  shall
                     assume any and all costs  associated  with  terminating  or
                     otherwise  disposing  of any  Business  Leases that are not
                     Excluded Assets; and



                                       20
<PAGE>


                (e)  the Final Cash Consideration Amount paid in connection with
                     Closings  consummated prior to the time of such termination
                     shall be fully earned and non-refundable.

         2.7.5  DELIVERABLES  AT EACH CLOSING.  At each Closing  (including  the
Principal Closing), the Parties will deliver to one another the following funds,
documents and such other  Contracts,  instruments  and documents as are required
under this Agreement to be executed and delivered by the Parties:

                (a)  A wire  transfer to UBOC from  Purchaser of the  applicable
                     Closing Cash Consideration Amount in immediately  available
                     funds to the account designated by UBOC;

                (b)  Written documentation evidencing Sellers' Approvals for the
                     Business Unit associated with such Closing;

                (c)  Written documentation  evidencing Purchaser's Approvals for
                     the Business Unit associated with such Closing;

                (d)  The Assumption Agreement in the form of EXHIBIT A, pursuant
                     to which Purchaser shall assume the Assumed  Obligations of
                     the  Business  Unit   associated  with  such  Closing  (the
                     "Assumption  Agreement");

                (e)  The  Bill of Sale in the form of  EXHIBIT  B,  pursuant  to
                     which  Sellers  shall  transfer to Purchaser  the Purchased
                     Assets of the Business  Unit  associated  with such Closing
                     (the "Bill of Sale");

                (f)  Assignments  of  the  Business   Leases   included  in  the
                     Purchased Assets applicable to such Business Unit,  subject
                     to obtaining consents to such assignments;

                (g)  The  delivery  of  Purchased  Assets  associated  with such
                     Business Unit capable of being transferred by delivery; and

                (h)  Such other instruments of transfer, assumptions, filings or
                     documents, in form and substance reasonably satisfactory to
                     Purchaser  and Sellers,  as may be  reasonably  required to
                     give effect to this Agreement.

         2.7.6  DELIVERABLES  AT  THE  PRINCIPAL  CLOSING.  In  addition  to the
deliverables required under Section 2.7.5, at the Principal Closing, the Parties
will deliver to one another the following instruments and documents:

                (a)  The  Master  Risk  Participation  Agreement  in the form of
                     EXHIBIT  C  (subject  to  Purchaser  providing  Schedule  A
                     thereto  pursuant  to  Section  5.22.1)  between  UBOC  and
                     Purchaser (the "Risk Participation Agreement");

                (b)  The  Business  Employee  Leasing  Agreement  in the form of
                     EXHIBIT D,  pursuant to which  Purchaser  and Sellers shall
                     lease  employees  to each  other as more  particularly  set
                     forth therein (the "Business Employee Leasing Agreement");



                                       21
<PAGE>


                (c)  The Trademark and Trade Name License  Agreement in the form
                     of EXHIBIT E between  Sellers and Purchaser (the "Trademark
                     and Trade Name License Agreement"); and

                (d)  Written assignments,  in forms to be mutually agreed by the
                     Parties, of the Intellectual Property Rights being assigned
                     to  Purchaser  in  accordance  with this  Agreement  or any
                     Related Agreement.

2.8      TRUE-UP.

         2.8.1 FINAL BALANCE SHEET. Within thirty (30) days after the applicable
Closing Date, Sellers shall prepare and deliver to Purchaser a balance sheet for
the Business  Unit, as of the Effective Time (the "Final  Balance  Sheet").  The
Final Balance Sheet will be substantially in the format of (and showing the same
categories of  adjustments  calculated  consistently  with) the Closing  Balance
Sheet.  The data in the Final  Balance  Sheet  will be  prepared  using the same
accounting  policies as used in the  determination of the Closing Balance Sheet.
At the time Sellers deliver the Final Balance Sheet,  Sellers will set forth the
computation of the Final Cash  Consideration  Amount and the True-up and provide
to Purchaser the work papers and records necessary for Purchaser to validate the
accuracy  of the Final  Balance  Sheet  and the  computation  of the Final  Cash
Consideration  Amount and the True-up,  and will  otherwise  make its  financial
and/or accounting  representatives  available to representatives of Purchaser to
respond to any  questions  or  inquiries  regarding  the same.  The "Final  Cash
Consideration  Amount" means (i) with respect to the  Principal  Closing for the
Principal  Business Unit the sum of: (x) the Book Value of the Purchased  Assets
as reflected on the Final Balance Sheet for the  Principal  Closing,  reduced by
the Book Value of the liabilities of the Principal Business Unit as reflected on
the Final Balance Sheet for the Principal  Closing and (y) $245,000,000 and (ii)
with respect to each other Closing other than the  Principal  Closing,  the Book
Value of the  Purchased  Assets as reflected on the Final Balance Sheet for such
Closing,  reduced by the Book Value of the  liabilities  of the Business Unit as
reflected on Final Balance Sheet for such Closing.

         2.8.2 MUTUAL RIGHT OF REVIEW. Each Party and its representatives  shall
have the right to review  all of the other  Party's  work  papers  and any other
relevant  financial and accounting  records to the extent  relevant to the Final
Balance Sheet or the True-up.

         2.8.3 DISPUTE RESOLUTION.  If Purchaser disagrees with any items on the
Final Balance Sheet or with the computation of the True-up, Purchaser shall give
written  notice  to UBOC of such  disagreement,  stating  such  objection  and a
reasonably  detailed  explanation of the reasons therefor.  Such notice shall be
delivered on or before the 30th day after delivery of the Final Balance Sheet to
Purchaser.  Within 15 days following receipt of such notice,  UBOC and Purchaser
shall  submit  to the  Accounting  Firm and to each  other  all of the  material
written  information  upon which such Party's claims regarding the Final Balance
Sheet  and the  True-up  is based.  The  Accounting  Firm may,  but shall not be
required to,  request a meeting of UBOC and Purchaser and their  representatives
to discuss  UBOC's and  Purchaser's  claims.  The  Accounting  Firm may  request
additional  information  from  UBOC  and/or  Purchaser,  and  copies of any such
requested  information shall also be provided to the other Party to the dispute.
All materials provided by UBOC and Purchaser to the Accounting Firm are referred
to herein as the "Accountants  Dispute Work Papers." Both UBOC and Purchaser and
their  representatives  shall have the right to review  all of either  UBOC's or
Purchaser's  Accountants  Dispute Work Papers, as the case may be. Within thirty
(30) days after the Accounting  Firm' receipt of all information  (including any
information  requested  by the  Accounting  Firm  from UBOC or  Purchaser),  the
Accounting  Firm shall provide as an expert and not as an arbitrator its written
decision on the dispute  between  UBOC and  Purchaser  and shall issue the Final
Balance Sheet in a form  consistent  with its decision (which shall be deemed to
be the Final  Balance  Sheet for all purposes  under this  Agreement)  and shall
compute the True-up based thereon.  The scope of the review and determination of
the Accounting  Firm with respect to the Final Balance Sheet shall be limited to
the compliance of the Final




                                       22
<PAGE>

Balance Sheet with the terms of Sections  2.8.1.  The decision of the Accounting
Firm under this Section 2.8.3 shall be final and binding on UBOC and  Purchaser.
The professional fees of the Accounting Firm shall be shared equally between the
UBOC and Purchaser. If Purchaser does not timely dispute the Final Balance Sheet
or the  computation  of the True-up in accordance  with this Section,  the Final
Balance Sheet prepared by the UBOC shall be deemed to be the Final Balance Sheet
and the True-up as computed by UBOC shall be deemed to be the True-up.

         2.8.4 PAYMENT OF TRUE-UP.  For each Business Unit, the "True-up"  shall
be equal to the amount by which the Final Cash Consideration  Amount exceeds (or
is less than) the Closing Cash Consideration  Amount.  Within five Business Days
after the earlier of (x) if Purchaser  does not timely dispute the Final Balance
Sheet or the  computation  of the True-up on or before the thirtieth  (30th) day
after  the  delivery  of the Final  Balance  Sheet  under  Section  2.8.1,  such
thirtieth  (30th) day and (y) the  issuance  of the Final  Balance  Sheet by the
Accounting  Firm under Section  2.8.3,  a settlement  between UBOC and Purchaser
will be made by wire transfer of immediately available funds as follows:

                     (i)                    Purchaser  shall  pay  to  UBOC  the
                                            amount  by  which  the  Final   Cash
                                            Consideration   Amount  exceeds  the
                                            Closing Cash  Consideration  Amount;
                                            or

                     (ii)                   UBOC  shall  pay  to  Purchaser  the
                                            amount  by which  the  Closing  Cash
                                            Consideration   Amount  exceeds  the
                                            Final Cash Consideration Amount.

         2.8.5 INTEREST.  Any amount due pursuant to Section 2.8.4 shall include
interest  thereon  from the  applicable  Closing  Date  through the payment date
calculated at the Contract Interest Rate determined as of the Closing Date.

2.9      CONTINGENT PAYMENT.

         2.9.1  CALCULATION  OF CONVERSION  PERCENTAGE.  Within twenty (20) days
after the Conversion  Measurement Month (the "Conversion  Percentage Calculation
Date"),  Purchaser  shall  prepare  and  deliver  to UBOC a  calculation  of the
Conversion Percentage.  At the time Purchaser delivers the Conversion Percentage
calculation to UBOC,  Purchaser will provide to UBOC the work papers and records
necessary  for UBOC to validate the accuracy of the  calculations  regarding the
Conversion  Percentage,  and will otherwise make its financial and/or accounting
representatives available to representatives of UBOC to respond to any questions
or inquiries  regarding  the same.  Each Party will have the right to review the
other's work papers and any other  relevant  financial  and  accounting  records
relevant to the calculation of the Conversion Percentage. If UBOC disagrees with
Purchaser's calculation of the Conversion Percentage,  then the Parties agree to
follow the dispute resolution procedures set forth in Section 2.8.3.

         2.9.2 PAYMENT OF CONTINGENT PAYMENT. On the earlier of (x) if UBOC does
not timely dispute  Purchaser's  calculation of the Conversion  Percentage,  the
Conversion  Percentage  Calculation  Date  or (y)  the  issuance  of  the  final
Conversion  Percentage  by the  Accounting  Firm  pursuant to Section 2.9.1 (the
"Contingent  Payment  Date"),  Purchaser  shall pay to UBOC by wire  transfer of
immediately  available  funds  the  contingent  payment  (if any)  set  forth in
SCHEDULE 2.9.2 (such applicable payment, the "Contingent  Payment") based on the
applicable  Conversion  Percentage (as finally determined in accordance with the
procedures set forth in this Section 2.9) set forth in SCHEDULE 2.9.2.

         2.10 DOWNWARD  ADJUSTMENT.  The Base  Purchase  Price shall be adjusted
downward (the "Downward Adjustment") based on the amount of downward adjustment,
if any,  applicable to the Final  Retention  Percentage as reflected on SCHEDULE
2.10;  provided  that if the Final  Retention  Percentage  is




                                       23
<PAGE>

calculated to be a percentage  otherwise  requiring a Downward  Adjustment to be
made,  the Parties shall  cooperate in good faith to determine the impact of any
holidays  during the Retention  Period and to make an appropriate  adjustment to
the Initial Retention Percentage.  UBOC shall pay to the Purchaser the amount of
the Downward Adjustment, if any, on the Contingent Payment Date.

         2.11  ALLOCATION  OF  CONSIDERATION.  The Parties agree to allocate the
Closing Cash  Consideration  Amount,  the Final Cash  Consideration  Amount, the
Contingent  Payment  and other  consideration  payable  hereunder  (as  possibly
adjusted  pursuant to Section  2.10 with respect to the  Principal  Closing) and
Assumed Obligations among the Purchased Assets as set forth on SCHEDULE 2.11. If
the  aggregate  consideration  paid  by  Purchaser  to the  Sellers  under  this
Agreement is more or less than the value ascribed to the Purchased Assets as set
forth on SCHEDULE 2.11, the difference shall ratably increase or decrease all of
the amounts set forth under the heading  "Class VII Assets" on SCHEDULE 2.11 and
SCHEDULE 2.11 shall be deemed to reflect such adjustment.  The allocation of the
Purchase Price and Assumed Obligations set forth on SCHEDULE 2.11 is intended to
comply  with the  requirements  of  Section  1060 of the Code as well as similar
provisions of applicable state and non-U.S.  law. The Parties covenant and agree
that (i) such  allocation  was determined in an arm's length  negotiation  among
unaffiliated  Persons,  and none of the Parties shall take a position on any Tax
Return  (including  IRS Form 8594),  before any Tax Authority or in any judicial
proceeding  that is in any way  inconsistent  with such  allocation  without the
written  consent of the other parties to this  Agreement or unless  specifically
required  pursuant to a determination by an applicable Tax Authority;  (ii) they
shall  cooperate with each other in connection with the  preparation,  execution
and filing of all Tax Returns related to such  allocation;  and (iii) they shall
promptly advise each other regarding the existence of any tax audit, controversy
or litigation related to such allocation.

         2.12  SET-OFF.  Except with  respect to the payment of the Closing Cash
Consideration Amount due at the Principal Closing (which amount shall be paid by
Purchaser in full,  without set off,  recoupment or  counterclaim),  the Parties
shall have the right to set off against the  payment of any other  Closing  Cash
Consideration  Amount,  the  True-Up,  the  Contingent  Payment and the Downward
Adjustment  any claim that the payor may have  against  the payee in  accordance
with the following provisions:

                  (a) If Sellers  or  Purchaser,  as the case may be,  elects to
exercise their or its set off rights hereunder,  such Party shall give the other
Party written notice thereof,  which notice shall include the amount proposed to
be set off and shall set forth, in reasonable detail, the basis of the claim and
the circumstances giving rise to the alleged entitlement to such set off.

                  (b) The Parties  shall  submit any dispute  arising out of the
set off to the dispute resolution procedures set forth in Section 11.5 below.

                  (c) To the  extent  that there is a final  determination  in a
proceeding  brought pursuant to this Agreement that a Party making a set off was
not  entitled  to recover  from the other Party on the claim as to which the set
off was taken, such first Party shall promptly pay to the other Party the amount
so determined to have been  incorrectly  set off, plus interest  calculated from
the date such payment was due until the date payment for such amount is made, at
a per annum rate equal to the Contract Interest Rate.

         2.13 TAX TREATMENT OF CONTINGENT PAYMENTS AND DOWNWARD ADJUSTMENTS.  If
(i) Purchaser  pays UBOC a Contingent  Payment or (ii) UBOC pays Purchaser for a
Downward  Adjustment,  in either case, each of UBOC and Purchaser agree that for
United States federal income tax purposes,  a portion of such Contingent Payment
or Downward  Adjustment  will be treated as interest  income (in the case of the
payee) and as an interest  expense (in the case of the payor),  as determined by
the Parties in accordance with Code Section 483 and the regulations thereunder.



                                       24
<PAGE>


                                  ARTICLE III

                    REPRESENTATIONS AND WARRANTIES OF SELLERS

         Sellers  hereby  represent  and warrant as of the date hereof and as of
each Closing (to the extent reasonably  applicable to such Closing and except to
the extent that such  representation and warranty is made as of a specific date,
in which case such  representation  and  warranty  shall be as of such  specific
date) that:

3.1  ORGANIZATION  OF UBOC.  UBOC is a  national  banking  association,  validly
existing and in good standing under the federal laws of the United States.  UBOC
has full corporate power and authority to conduct the portion of the Business as
it is now  being  conducted.  As of the  date  of this  Agreement,  UBOC is duly
licensed  to  conduct  the  portion of the  Business  that it  conducts  through
branches and  representative  offices in the jurisdictions set forth on SCHEDULE
3.1,  and such  jurisdictions  constitute  each  jurisdiction  in which  UBOC is
required  to be so  licensed  as a result of the  nature of the  portion  of the
Business it conducts or the  ownership  or use of property  associated  with its
portion of the Business.

3.2  ORGANIZATION  OF UBOCI.  UBOCI is a corporation  duly organized and validly
existing and in good standing  under Section 25A of the Federal  Reserve Act and
has full corporate power and authority to conduct the portion of the Business as
it is now being conducted by UBOCI.  As of the date of this Agreement,  UBOCI is
duly  licensed to conduct the  portion of the  Business  that it conducts at its
principal  office  in New  York,  and  such  jurisdiction  constitutes  the only
jurisdiction  in which  UBOCI is  required  to be so licensed as a result of the
nature of the portion of the Business  that it conducts or the  ownership or use
of property associated with its portion of the Business.

3.3 ORGANIZATION OF LIMITADA. Limitada is a limited liability company (SOCIEDADE
LIMITADA)  duly  organized and validly  existing and in good standing  under the
laws of Brazil and has full corporate power and authority to conduct the portion
of the Business as it is now being conducted by Limitada. As of the date of this
Agreement, Limitada is duly licensed to conduct the portion of the Business that
it  conducts  at its  principal  office  in Sao  Paulo,  and  such  jurisdiction
constitutes  the  only  jurisdiction  in which  Limitada  is  required  to be so
licensed  as a result  of the  nature of the  portion  of the  Business  that it
conducts or the ownership or use of property  associated with its portion of the
Business.

3.4  ENFORCEABILITY.  Sellers have full corporate power and authority to execute
and to deliver this  Agreement  and the Related  Agreements  to which they are a
party,  and to carry  out the  transactions  contemplated  herein  and  therein.
Sellers have taken all necessary  corporate  action to authorize their execution
and performance of this Agreement and the Related Agreements to which they are a
party. This Agreement is, and the Related Agreements upon execution and delivery
by Sellers  will be, the valid and binding  obligation  of Sellers,  enforceable
against  Sellers in  accordance  with their terms under the laws of  California,
except as such  enforceability  may be limited by laws  affecting the rights and
remedies of creditors and applicable  principles of equity (the  "Enforceability
Exceptions").  The execution, delivery and performance of this Agreement and the
Related  Agreements by Sellers will not, with or without the giving of notice or
passage  of time or both,  (i)  conflict  with,  result in a  default,  right to
accelerate  or loss of rights  under,  or result  in the  creation  of any lien,
charge or encumbrance pursuant to any provision of any mortgage,  deed of trust,
lease,  license  agreement or other agreement to which Sellers are a party or by
which  they are bound or  affected,  (ii)  conflict  with or result in a default
under any provision of the articles of incorporation  or by-laws of Sellers,  or
any effective  resolution of the directors or stockholders of Sellers, or (iii),
subject  to the  receipt of  Sellers'  Approvals,  conflict  with or result in a
violation of any Legal Requirement applicable to Sellers.

3.5      FINANCIAL STATEMENTS.



                                       25
<PAGE>


         3.5.1 DELIVERY OF FINANCIAL STATEMENTS. UBOC has delivered to Purchaser
the following  financial  statements:  (i) the unaudited PRO FORMA  consolidated
balance sheets of the International Banking Group based on UBOC's General Ledger
Report 310 as of December  31, 2003,  December  31, 2004 and June 30, 2005;  and
(ii)  the  unaudited  PRO  FORMA  consolidated   statements  of  income  of  the
International  Banking Group based on UBOC's OFSA Internal Management  Reporting
System for the fiscal years ended  December  31, 2003 and 2004,  and for the six
months ended June 30, 2005 (collectively, "Sellers' Financial Statements").

         3.5.2 SELLERS' FINANCIAL  STATEMENTS.  Except as expressly provided in,
and subject to the  qualifications,  assumptions  and  adjustments set forth, on
SCHEDULE 3.5.2,  Sellers'  Financial  Statements  fairly present in all material
respects the financial  condition and results of operations of the International
Banking  Group as a whole at the dates  thereof and for the periods  referred to
therein, all in accordance with GAAP subject to the qualifications,  assumptions
and adjustments set forth on SCHEDULE 3.5.2;  PROVIDED,  HOWEVER,  that Sellers'
Financial  Statements  do not  contain  statements  of changes in  stockholders'
equity and cash flow and footnote disclosure and are subject to normal recurring
year-end adjustments that are not, individually or in the aggregate, material to
the  financial  condition  or results of  operation of the Business or to any of
Sellers' Financial  Statements.  Subject to the qualifications,  assumptions and
adjustments set forth on SCHEDULE 3.5.2, all of the liabilities of a nature that
are required to be included in a consolidated balance sheet of the International
Banking Group prepared in accordance with GAAP or in the notes thereto have been
reflected  or disclosed in Sellers'  Financial  Statements  as of June 30, 2005,
except for  liabilities  (contingent  or otherwise)  (a) incurred since June 30,
2005 in the ordinary  course of business,  (b) incurred in  connection  with the
transactions  contemplated by this Agreement,  or (c) as would not reasonably be
likely to be,  individually or in the aggregate,  material to the  International
Banking Group.

         3.5.3 BASELINE  SELLERS ADCR. The Baseline Sellers ADCR shall be a true
and correct statement of the ADCR of the Business  generated during the Baseline
Period and shall be derived from the daily internal  performance reports used by
the management in the operation of the Business for the Baseline  Period,  which
reports were prepared consistently with past practice.

3.6      ASSETS.

         3.6.1  CUSTOMERS.  SCHEDULE  3.6.1 is a true and  complete  list of all
Business  accounts of  Customers as of the date  hereof,  and SCHEDULE  3.6.1 as
Updated as of the Closing will be a true and complete  list of all  Customers as
of the Closing.  Except as set forth on SCHEDULE 3.18, Sellers have administered
and processed all  Customers'  transactions  in accordance  with the  applicable
Legal  Requirements and Sellers'  customary  business  practices in all material
respects.  Except for Risk Assets,  Contingent Risk Liabilities,  term-deposits,
and other assets or liabilities  created out of the Sellers'  relationship  with
Customers, all of which terminate in accordance with the terms of the Risk Asset
Documents or other Contracts governing such assets or liabilities,  the services
provided  by the  Sellers  to the  Customers  in  connection  with the  Business
(including  demand-deposits  maintained  by  Customers  with  Sellers) and other
aspects of the  Business  relationship  between  Customers  and the  Sellers are
terminable by any party  thereto at any time without  liability or obligation to
any Person. As of the date hereof, to the Knowledge of Sellers,  no Customer has
given actual  notice of its  intention to cease being a Customer.  The Books and
Records  included in the  Purchased  Assets  with  respect to any  Customer  are
complete in all material respects.

         3.6.2  RISK  ASSETS.  Except  for  those  Risk  Assets  disposed  of or
liquidated  in the ordinary  course since June 30, 2005,  each Risk Asset of the
Business as of June 30, 2005, and each Risk Asset of the Business  originated or
acquired  after June 30,  2005,  is or will be as of the  Closing  evidenced  by
appropriate and sufficient  documentation  and constitutes the legal,  valid and
binding  obligation of the obligor named therein,  subject to the Enforceability
Exceptions.  All such Risk Assets are as of the date  hereof,  and will be as of
such  Closing  (other  than Risk  Assets  since  disposed  of or paid off in the
ordinary course), free and clear of any Encumbrances;  PROVIDED THAT Risk Assets
other than loans, letters of credit,  bankers' acceptances and




                                       26
<PAGE>

placements may be subject to Permitted  Encumbrances.  SCHEDULE 3.6.2 sets forth
as of July 31, 2005,  and  SCHEDULE  3.6.2 as Updated as of the Closing will set
forth as of the latest completed fiscal quarter prior to the Closing  associated
with each Business  Unit, a complete  list of all  Customers  that maintain Risk
Assets  (including  Contingent  Risk Assets) with the Business Unit sold at such
Closing and the balances therefor as of such dates.

         3.6.3 CONTINGENT RISK ASSETS AND CONTINGENT RISK LIABILITIES.  SCHEDULE
3.6.2 sets forth as of July 31, 2005 the  Contingent  Risk Assets and Contingent
Risk  Liabilities  of the  Business,  and  SCHEDULE  3.6.2 as  Updated as of the
Principal  Closing  will set  forth,  as of the last day of the  calendar  month
preceding the Principal Closing,  the Contingent Risk Assets and Contingent Risk
Liabilities of the Business.

         3.6.4 OWNED REAL PROPERTY. Sellers do not own any real property used in
connection with the Business.

         3.6.5 LEASED REAL PROPERTY.  SCHEDULE 3.6.5(A)  identifies all Business
Leases  covering  real property  located  outside of the United States as of the
date hereof and as of the Closing (as Updated as of the  Closing) and states the
date and parties to the  applicable  lease or sublease  and the  location of the
premises  covered  thereby.  Except as set forth on SCHEDULE  3.6.5(B) as of the
date hereof and as of the Closing (as Updated as of the  Closing),  there are no
material defaults or material breaches under the Business Leases that constitute
Purchased  Assets,  and no event has occurred  which,  with the giving of notice
would  constitute  a material  breach by  Sellers  of or a  material  default by
Sellers  under any of such  Business  Leases,  provided  that as to defaults and
breaches by parties to such  Business  Leases  other than  Sellers or any of its
Affiliates,  the only defaults and breaches required to be disclosed on SCHEDULE
3.6.5(B) are those of which Sellers have Knowledge.  Each of the Business Leases
that  constitute  Purchased  Assets is  enforceable by and against  Sellers,  as
applicable,  in  accordance  with  its  terms,  subject  to  the  Enforceability
Exceptions.  Sellers,  as  applicable,  have valid  leasehold  interests  in the
premises  covered by such  Business  Leases (the  "Leased  Premises"),  and such
Business  Leases are free and clear of any  Encumbrance,  other  than  Permitted
Encumbrances.  To Sellers' Knowledge, no condition in the Leased Premises exists
that could give rise to any suit,  claim,  action or proceeding by any Person or
Governmental Authority against Sellers or Purchaser as a result of violations of
any Environmental Laws. To Sellers' Knowledge, there currently does not exist on
or in the Leased Premises or on or beneath the real property of which the Leased
Premises  are a  part  any  Hazardous  Materials  in  material  violation  of or
non-compliance with any Environmental Laws. Neither Sellers nor their Affiliates
have received any written  notice of any such  violation  from any  Governmental
Authority.

         3.6.6 PERSONAL  TANGIBLE  PROPERTY.  SCHEDULE 3.6.6(A) sets forth as of
June 30, 2005 a complete list of tangible  personal  property  (other than cash)
that constitutes  Purchased  Assets as if such date were the applicable  Closing
Date,  together  with a  description  of the  premises  at which  such  tangible
personal property is located. Except as set forth on SCHEDULE 3.6.6(B) as of the
date hereof and as of the Closing (as Updated as of the  Closing),  Sellers have
good  and  marketable  title  to  all  of  their  respective   Purchased  Assets
constituting  tangible  personal  property  reflected as Purchased Assets in the
Sellers'  Financial  Statements and to such Purchased Assets acquired after June
30, 2005 (other than assets since  disposed of in the ordinary  course) free and
clear of all  Encumbrances  other  than  Permitted  Encumbrances,  and upon each
Closing,  Sellers shall transfer good and marketable  title to their  respective
Purchased Assets  constituting  tangible personal property to Purchaser free and
clear of Encumbrances other than Permitted Encumbrances.

         3.6.7 BUSINESS AND PURCHASED  ASSETS.  All of the Purchased  Assets are
owned or leased, as the case may be, by the respective  Sellers and no Affiliate
of Sellers owns any Purchased Assets. The Business is conducted by Sellers,  and
no Affiliate of Sellers conducts the Business. All of the Business Employees are
employees of the respective Sellers,  and no Affiliate of Sellers employs any of
the Business Employees.



                                       27
<PAGE>


3.7 LITIGATION. Except as set forth on SCHEDULE 3.7 as of the date hereof and as
of  the  Closing  (as  Updated  as of  the  Closing),  there  is no  litigation,
arbitration or other proceeding or, to Sellers' Knowledge, investigation, of any
court or  other  Governmental  Authority  pending  or,  to  Sellers'  Knowledge,
threatened  against Sellers in connection with the Business seeking or asserting
(i)  damages in excess of $50,000,  (ii)  injunctive  relief or other  mandatory
relief that would  restrict the business  operations of the Business  (including
the  performance by the Business of any  obligations  arising in connection with
any Risk  Asset),  (iii) to revoke  any  License,  or (iv) an unsafe or  unsound
banking practice or a material violation of any Legal Requirement. Except as set
forth on SCHEDULE 3.7 as of the date hereof and as of the Closing (as Updated as
of the  Closing),  no  Seller  is a  party  to and is not  bound  by any  order,
judgment,  injunction,  decree or settlement  agreement  under which it may have
continuing  obligations  with  respect to the Business and which may restrict or
affect the current  operations of the Business.  There is not pending any action
against  Sellers  that  may  reasonably  be  expected  to  have  the  effect  of
preventing,  delaying or making unlawful the  consummation  of the  transactions
contemplated  by  this  Agreement  and  the  Related  Agreements.   To  Sellers'
Knowledge, no such proceedings have been threatened.

3.8 CONTRACTS. Except as provided in this Section 3.8, SCHEDULE 3.8(A) as of the
date hereof and as of the Closing (as Updated as of the Closing)  sets forth all
of the  following  Contracts  with  respect to the  Business  (specifying  where
applicable the Business Unit to which such Contract principally relates):

                (a)  Contracts the  performance  of which is expected to involve
                     consideration  payable  subsequent  to  the  date  of  this
                     Agreement  in excess of  $100,000 in the twelve (12) months
                     from and after the Principal Closing;

                (b)  Contracts which restrict in any material respect or contain
                     material  limitations  on the  ability of Sellers to freely
                     conduct any line of business;

                (c)  Contracts  pursuant  to which any  Encumbrance,  other than
                     Permitted  Encumbrances,   is  placed  or  imposed  on  any
                     Purchased Assets;

                (d)  material Business Intellectual Property Contracts;

                (e)  Contracts that constitute  Purchased  Assets that relate to
                     the  acquisition  or  disposition,  outside of the ordinary
                     course of business  consistent  with past practice,  of any
                     business (whether by merger,  sale of stock, sale of assets
                     or otherwise);

                (f)  Contracts  relating to  indebtedness  for borrowed money or
                     the  deferred  purchase  price of property (in either case,
                     whether  incurred,  assumed,  guaranteed  or secured by any
                     asset) entered into in connection with the Business, except
                     any such agreement with an aggregate  outstanding principal
                     amount not exceeding $100,000;

                (g)  partnership or joint venture agreements of Sellers relating
                     to the Business; or

                (h)  any other  material  Contract  relating to the Business not
                     terminable upon sixty (60) days' written notice.

SCHEDULE  3.8(A)  excludes  (i)  Employee  Plans or  Contracts,  (ii) Risk Asset
Documents  and  Contracts   evidencing  or   memorializing   deposits  or  other
liabilities  reflected on Sellers' Financial Statements or reflecting Contingent
Risk Liabilities, (iii) Business Leases and (iv) Contracts constituting Excluded
Assets.  True and




                                       28
<PAGE>

correct copies of the written  Contracts set forth on SCHEDULE  3.8(A) have been
provided to Purchaser and accurate  written  descriptions  of any oral Contracts
set forth on SCHEDULE  3.8(A) have been  provided  to  Purchaser.  Except as set
forth on SCHEDULE 3.8(B) as of the date hereof and as of the Closing (as Updated
as of the  Closing),  no Seller is in default  under  said  Contracts,  and,  to
Sellers'  Knowledge,  no third parties are in default under said Contracts.  The
Contracts set forth on SCHEDULE  3.8(A) (except for oral Contracts to the extent
subject to the statute of frauds) are  enforceable  by Sellers,  as  applicable,
and, to Seller's Knowledge,  the other parties thereto, in accordance with their
terms, subject to the Enforceability Exceptions.

3.9      Intellectual Property and IT Assets.

         3.9.1  SCHEDULE  3.9.1 sets  forth as of the date  hereof and as of the
Closing  (as  Updated  as of  the  Closing)  a true  and  complete  list  of all
Registered  Transferred  Owned Business  Intellectual  Property,  indicating for
each,  as  applicable,  the  owner,  jurisdiction  and  registration  number (or
application number).

         3.9.2  Sellers  (i) own all  right,  title and  interest  in and to the
Transferred  Owned  Business  Intellectual  Property,  free  and  clear  of  all
Encumbrances and (ii) have sufficient,  valid and enforceable  rights to use the
Transferred Business  Intellectual  Property in connection with the operation of
the Business,  all of which rights shall survive  unchanged the  consummation of
the transactions contemplated by this Agreement.

         3.9.3 The  Transferred  Owned  Business  Intellectual  Property and, to
Sellers' Knowledge, the Transferred Licensed Business Intellectual Property, are
(i) subsisting,  valid,  and  enforceable and have not been adjudged  invalid or
unenforceable  in whole or in part, (ii) currently in compliance with all formal
legal  requirements  necessary  to  maintain  the  validity  and  enforceability
thereof,  and (iii) not subject to any outstanding  order,  judgment,  decree or
Contract materially adversely affecting Sellers' use thereof or rights thereto.

         3.9.4 The use of the Transferred Owned Business  Intellectual  Property
and,  to  Sellers'  Knowledge,  the  use of the  Transferred  Licensed  Business
Intellectual Property, in connection with the operation of the Business does not
and has not for  the  past  five  (5)  years  infringed  upon,  misappropriated,
diluted,  violated or otherwise  interfered or conflicted with the  Intellectual
Property Rights or rights of publicity or privacy of any third party.  Except as
listed on SCHEDULE 3.9.4 as of the date hereof and as of the Closing (as Updated
as of the  Closing),  no actions,  claims,  proceedings  or  investigations  are
pending or have been asserted or threatened in writing  provided to Sellers (or,
to Sellers' Knowledge,  otherwise asserted or threatened)  against Sellers,  and
Sellers   have  not   received  any   complaints,   claims,   notices  or  other
communications,  (i)  alleging  any  of  the  foregoing,  (ii)  based  upon,  or
challenging  or seeking to deny or restrict,  the use,  licensing or transfer by
Sellers  of any of the  Transferred  Business  Intellectual  Property,  or (iii)
alleging that the Transferred Licensed Business  Intellectual  Property is being
licensed or sublicensed in conflict with the terms of any Contract.

         3.9.5 No opposition, cancellation, interference, office action, reissue
or  re-examination  proceeding,  or any  other  action,  litigation,  objection,
hearing,  proceeding  or  investigation  is  pending  or has  been  asserted  or
threatened in writing provided to Sellers (or, to Sellers' Knowledge,  otherwise
asserted or threatened) concerning the ownership,  validity,  registerability or
enforceability of any Transferred Owned Business  Intellectual  Property and, to
Sellers'  Knowledge,  no valid  basis  exists for any such  action,  litigation,
objection, hearing, proceeding or investigation.

         3.9.6 To Sellers' Knowledge, no Person is engaging in any activity that
infringes upon,  misappropriates,  dilutes,  violates or otherwise interferes or
conflicts with the Transferred Owned Business Intellectual Property. No actions,
litigations,    objections,    demands,   claims,   hearings,   proceedings   or
investigations  alleging any of the foregoing  have been asserted or are pending
or threatened against any Person.



                                       29
<PAGE>


         3.9.7 No claim has been  threatened  or  asserted  that  Sellers or, to
Sellers'  Knowledge,  another  Person,  has  breached any  Transferred  Business
Intellectual Property Contract.  There exists no event,  condition or occurrence
that,  with the giving of notice or lapse of time, or both,  would  constitute a
breach or material default by Sellers, or to Sellers' Knowledge, another Person,
under any Transferred Business  Intellectual  Property Contract. No party to any
Transferred Business  Intellectual Property Contract has given Sellers notice of
its intention to cancel, terminate, change the scope of rights under, or fail to
renew any such Business Intellectual Property Contract. Sellers, nor to Sellers'
Knowledge,  any other party to any Transferred  Business  Intellectual  Property
Contract,  have not repudiated any material provision  thereof.  Consummation of
the  transactions  contemplated  by this  Agreement  will not place  Sellers  in
material breach or default of any  Transferred  Business  Intellectual  Property
Contract,  or trigger any material  modification,  termination  or  acceleration
thereunder,  or trigger any provision in any Transferred  Business  Intellectual
Property  Contract  that would create any license  under or  Encumbrance  on any
Intellectual Property Rights owned or held by Purchaser.

         3.9.8   Sellers  have  taken   reasonable   measures  to  maintain  the
confidentiality of all confidential  Transferred Business Intellectual Property.
To  Sellers'   Knowledge,   no  Person  has   misappropriated  any  confidential
Transferred Owned Business Intellectual Property, and to Sellers' Knowledge, the
confidential Transferred Owned Business Intellectual Property has not been used,
disclosed to or discovered by any Person except pursuant to valid non-disclosure
and/or license agreements,  which, to Sellers' Knowledge have not been breached.
To Sellers'  Knowledge,  none of the Business Employees or any other employee of
Sellers has any Patents issued or applications pending for any device,  process,
design or  invention  of any kind now used in or needed by the  Business,  which
patents or applications have not been assigned to Sellers.

         3.9.9 The  Business  IT Assets  have not  materially  malfunctioned  or
materially failed within the past three (3) years.

         3.9.10 Except as set forth on SCHEDULE 3.9.10 as of the date hereof and
as of the  Closing  (as  Updated as of the  Closing),  at the  Closing  for each
Business Unit,  Sellers will transfer and assign to Purchaser and Purchaser will
have exclusive ownership of the Transferred Owned Business Intellectual Property
and Transferred Business  Intellectual  Property Contracts free and clear of any
licenses  or any  royalty  to third  persons  or other  payment  obligations  or
Encumbrances.

3.10  LICENSES.  SCHEDULE  3.10 sets forth each  License of Sellers  (other than
those exclusively  associated with the Principal  Business Unit and the Licenses
for the Sao Paolo and Manila  representative  offices) as of the date hereof and
as of  the  Closing  (as  Updated  as of  the  Closing).  No  Business  Employee
associated with a Business Unit (other than the Principal Business Unit) holds a
professional  License used in  connection  with the  Business.  The Licenses set
forth on SCHEDULE 3.10 (together  with Licenses for the Principal  Business Unit
and the Sao Paolo  and  Manila  representative  offices)  constitute  all of the
Licenses  that are  necessary for the conduct of the Business as the Business is
conducted  as of the date  hereof,  except in each case for  municipal or county
business  licenses and similar  local  licenses  obtainable as a matter of right
upon payment of a fee.

3.11 BOOKS AND  RECORDS.  Except as set forth in  SCHEDULE  3.18,  the Books and
Records have been maintained in accordance with applicable Legal Requirements in
all material respects and Sellers' customary business practices.

3.12     TAXES AND TAX RETURNS.

                  Each of Sellers has timely filed all Tax Returns  attributable
to the  Business  that it was  required to file,  and such Tax Returns are true,
correct and complete in all  respects,  except  where the




                                       30
<PAGE>

nonfiling  of such Tax Returns  would not have a Material  Adverse  Effect.  All
Taxes shown to be payable on such Tax Returns or on subsequent  assessments with
respect thereto have been paid in full on a timely basis, and no other Taxes are
payable by  Sellers  attributable  to the  Business  with  respect to any period
ending  prior  to the  date of  this  Agreement,  whether  or not  shown  due or
reportable on such Tax Returns, in each case other than Taxes for which adequate
accruals  have been provided in Sellers'  Financial  Statements or for which the
nonpayment would not have Material Adverse Effect. There are no Encumbrances for
Taxes on the Purchased Assets, other than Permitted Encumbrances.

3.13     Employees and Employee Plans and Contracts.

         3.13.1  IDENTIFICATION  OF EMPLOYEE PLANS AND CONTRACTS.  Except as set
forth on SCHEDULE 3.13.1 as of the date hereof and as of the Closing (as Updated
as of the Closing), no Seller is a party to any Employee Plan or Contract.  Each
Employee Plan or Contract providing  retirement or pension benefits for Business
Employees  resident  outside  the  United  States is  separately  identified  on
SCHEDULE  3.13.1.  True and correct  copies of each Employee Plan or Contract to
which a Seller is a party have been made  available to Purchaser.  Sellers shall
promptly update  Schedule  3.13.1  following the date hereof (but, in any event,
before the Closing) to reflect any changes in Sellers' Retention Program.

         3.13.2 IDENTIFICATION OF EMPLOYEES. SCHEDULE 3.13.2 contains a complete
and accurate list of each Business  Employee as of the date hereof and as of the
Closing  (as Updated as of the  Closing),  including  each  employee on leave of
absence,  together with the following  information:  employee  number,  position
title, date of hire, current rate of compensation,  compensation history for the
past  two  years   (including  base  pay,   incentive  pay  and  any  equity  or
equity-linked  awards) and Severance  Benefits  (other than  Severance  Benefits
required to be provided by Legal  Requirements  that are not  otherwise  part of
Sellers'  applicable and effective written plan or policy or otherwise  embodied
in a Contract  with any Business  Employee)  payable (if the employee were to be
terminated   without  cause  and  not  employed  by  Purchaser  as  contemplated
hereunder)  as of March 31, 2006 based on a  calculation  of Severance  Benefits
(other than  Severance  Benefits  required to be provided by Legal  Requirements
that are not otherwise part of Sellers' applicable and effective written plan or
policy or otherwise embodied in a Contract with any Business Employee) using the
criteria  existing  as of the date  hereof.  The updated  SCHEDULE  3.13.2 to be
delivered  pursuant to Section 5.17 shall reflect any changes in the information
contained in SCHEDULE 3.13.2 from and after the date hereof.

         3.13.3 ERISA PLANS. Each existing ERISA Plan covering current or former
Business  Employees is separately  identified on SCHEDULE  3.13.1 as of the date
hereof and as of the  Closing (as  Updated as of the  Closing).  Each such ERISA
Plan that is intended to be qualified under Section 401 of the Code has received
a favorable  determination letter from the Internal Revenue Service covering all
tax law changes prior to the Economic Growth and Tax Relief  Reconciliation  Act
of 2001  stating  it is so  qualified  and has  been  separately  identified  on
SCHEDULE  3.13.1.  Except as set forth on SCHEDULE  3.13.3 as of the date hereof
and as of  the  Closing  (as  Updated  as of  the  Closing),  Sellers  or  their
Affiliates,  as the case may be, or the  administrator  of each such ERISA Plan,
has administered each ERISA Plan covering current Business Employees in material
compliance   with  the   provisions   thereof   and  of  ERISA  and   reasonable
interpretations  thereof.  No Seller or any of its  Affiliates has any liability
(i) under Title IV of ERISA,  Section  302 of ERISA or Sections  412 and 4971 of
the Code, (ii) as a result of failure to comply with the  continuation  coverage
requirements  of Section  601 et seq.  of ERISA or Section  4980B of the Code or
(iii) with respect to any multiemployer plan within the meaning of Section 3(37)
of ERISA.

         3.13.4 NON-U.S.  PENSION PLANS.  Except as set forth on SCHEDULE 3.13.4
as of the date hereof and as of the Closing (as Updated as of the Closing), each
Employee Plan or Contract providing  retirement or pension benefits for Business
Employees  resident  outside  the  United  States has been  administered  in all
material respects in accordance with applicable Legal Requirements.



                                       31
<PAGE>


3.14 LABOR RELATIONS. Except as set forth on SCHEDULE 3.14 as of the date hereof
and as of the  Closing  (as  Updated as of the  Closing),  none of the  Business
Employees  are  members of a labor union or subject to a  collective  bargaining
agreement or actively  seeking  formation of a labor union with respect to their
employment  with  Sellers.  Except as set forth on SCHEDULE  3.14 as of the date
hereof  and as of the  Closing  (as  Updated  as of the  Closing),  there are no
pending  or,  to  the  Knowledge  of  Sellers',  threatened  labor  disputes  or
grievances with respect to any Business Employees.

3.15  INSURANCE.  SCHEDULE  3.15 as of the date hereof and as of the Closing (as
Updated as of the Closing) lists all insurance  policies  covering Sellers which
relate,  in whole or in part, to the  operations of the Business  outside of the
United  States  by  type  of  insurance,  name  of  insurer,   expiration  date,
deductibles  and policy  limits.  All such insurance  policies  provide full and
adequate  coverage for all normal risks incident to the Business and are in full
force and effect,  and all premiums due with respect to such insurance  policies
have been paid.

3.16  BROKERS OR FINDERS.  Other than with  respect to Merrill  Lynch & Co., the
fees and expenses of which shall be paid by Sellers,  neither Sellers nor any of
their  Affiliates  have  incurred any  obligation  or  liability,  contingent or
otherwise,  for  brokerage  or  finders'  fees or agents'  commissions  or other
similar  payment  in  connection  with  this  Agreement  and  the   transactions
contemplated hereby or by the Related Agreements.

3.17  ABSENCE OF CERTAIN  CHANGES  AND  EVENTS.  Except as set forth on SCHEDULE
3.17,  from  December  31, 2004 to the date hereof  Sellers have  conducted  the
Business in the ordinary course of business, and Sellers (in connection with the
operation of the Business) have not:

                (a)  Increased  the  rate  of   compensation   to  any  Business
                     Employee,  except  for such  changes  made in the  ordinary
                     course of business consistent with past practices and as do
                     not, in the aggregate for all Business Employees (including
                     increases in bonuses and accruals  under any  non-qualified
                     deferred  compensation  plan)  exceed an  increase of 5% or
                     more on an annualized basis;

                (b)  Paid  any  bonus  or  extraordinary   compensation  to  any
                     Business  Employee  (other than normal  bonuses  consistent
                     with past practice  granted in respect of the 2004 calendar
                     year,  the  amount of which has been  accrued  on  Sellers'
                     Financial Statements);

                (c)  Adopted,  entered  into or modified  any  Employee  Plan or
                     Contract;

                (d)  Prior to the date  hereof,  suffered  or, other than in the
                     ordinary course of business  consistent with past practice,
                     initiated the loss or termination of any Contract set forth
                     on SCHEDULE 3.8;

                (e)  Sold,  leased or  otherwise  disposed  of any assets of the
                     Business  other  than in the  ordinary  course of  business
                     consistent  with past practice that are  individually or in
                     the  aggregate  material to the  operation  of the Business
                     (other than Excluded Assets);

                (f)  Incurred  any damage,  destruction  or loss to any asset or
                     property  dedicated to the use of the Business  (other than
                     Excluded  Assets) that resulted in material  damages in the
                     aggregate;



                                       32
<PAGE>


                (g)  Made  any  change  in  the   accounting   methods  used  in
                     connection with the Business,  except as may be required by
                     GAAP or  other  than in the  ordinary  course  of  business
                     consistent with past practice;

                (h)  Experienced any event or condition that, individually or in
                     the  aggregate,  has had or would be  reasonably  likely to
                     have, a Material Adverse Effect on the Business; or

                (i)  Entered into any  agreement or  commitment to do any of the
                     foregoing.

3.18  COMPLIANCE  WITH  LEGAL  REQUIREMENTS.  All  of  the  representations  and
warranties  made in this  Section  3.18 are subject to the matters  disclosed on
SCHEDULE  3.18 as of the date hereof and as of the Closing (as Updated as of the
Closing).  Each Seller is in  compliance  in all  material  respects  with Legal
Requirements  applicable to the Business.  No Seller has committed any breach of
any Legal Requirement that may reasonably,  individually or in the aggregate, be
expected to result in any material penalty or fine with respect to the Business,
suspension  or loss of any License set forth on SCHEDULE  3.10, or other adverse
or  remedial  action  that would  materially  interfere  with the conduct of the
Business.  Without  limiting the foregoing,  in each case in connection with the
Business:  (i) Sellers are not aware of any facts or  circumstances  that exist,
which would cause any of Sellers to be deemed to be  operating  in  violation in
any  material  respect of the Federal  Bank  Secrecy  Act,  as amended,  and its
implementing  regulations,  the  USA  PATRIOT  ACT of 2001  and the  regulations
promulgated  thereunder,  any order issued with respect to anti-money laundering
by the U.S.  Department of the Treasury's  Office of Foreign Assets Control,  or
any other applicable  anti-money  laundering statute,  rule or regulation,  (ii)
Sellers are not aware of any facts or circumstances which would cause Sellers to
believe  that any  non-public  customer  information  has been  disclosed  to or
accessed by an unauthorized third party in a manner which would cause any Seller
to undertake any material remedial action,  (iii) UBOC's and UBOCI's  respective
boards of  directors  have  adopted and  implemented  an  anti-money  laundering
program  that  contains   adequate  and  appropriate   customer   identification
verification  procedures  that comply with Section 326 of the USA PATRIOT ACT of
2001 and the regulations  promulgated  thereunder and such anti-money laundering
program meets the  requirements  in all material  respects of Section 352 of the
USA PATRIOT ACT of 2001 and the regulations promulgated thereunder, (iv) Sellers
have complied in all material respects with any requirements to file reports and
other  necessary  documents  as  required by the USA PATRIOT ACT of 2001 and the
regulations  promulgated  thereunder,  (v) none of  Sellers,  nor,  to  Sellers'
Knowledge,  any agent or other  person  acting on  behalf  of  Sellers,  has (A)
directly  or  indirectly,  used any funds  for  unlawful  contributions,  gifts,
entertainment  or  other  unlawful  expenses  related  to  foreign  or  domestic
political  activity,  (B) made any  unlawful  payment  to  foreign  or  domestic
government  officials  or  employees  or to any  foreign or  domestic  political
parties or campaigns  from  corporate  funds,  (C) failed to disclose  fully any
contribution  made by  Sellers  (or made by any  person  acting on its behalf of
which  Sellers are aware)  which is in  violation of law, or (D) violated in any
material respect any provision of the Foreign Corrupt  Practices Act of 1977, as
amended.  Sellers have a system of internal accounting  controls,  recordkeeping
and procedures  sufficient to comply with the Foreign  Corrupt  Practices Act of
1997, as amended,  and the economic sanctions of the United States  administered
by the U.S. Treasury Department's Office of Foreign Assets Control.

3.19  SELLERS'  APPROVALS.  Sellers do not  require any  approvals  of or notice
filings with any Governmental  Authority or other third party,  except for those
to be  obtained  prior to the  applicable  Closing  Date for the Closing of each
Business  Unit and set forth on SCHEDULE  3.19 (the  "Sellers'  Approvals"),  in
order to consummate the transactions described in this Agreement and the Related
Agreements.  SCHEDULE  3.19  shall  set forth the  specific  Sellers'  Approvals
necessary for the Closing of each Business  Unit. As the context  requires,  the
term  "Sellers'  Approvals"  shall  refer  to the  specific  Sellers'  Approvals
necessary for the Closing of the applicable Business Unit.



                                       33
<PAGE>


3.20  HART-SCOTT  RODINO.  In  connection  with the HSR Act, and the  applicable
regulations  thereunder,  16 C.F.R.  Parts 801-803,  all of the information that
Sellers  have  provided to  Purchaser  that could  reasonably  be used in a fair
market value  determination of the Purchased Assets and the Assumed  Obligations
(other  than the  Customers,  any Risk  Participation  Assets,  Contingent  Risk
Liabilities  or foreign assets to which no sales in or into the United States of
America are attributable) is true and correct in all material respects.

                                   ARTICLE IV

                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

         Purchaser  hereby  warrants  and  represents  to Sellers as of the date
hereof and as of each  Closing  (to the  extent  reasonably  applicable  to such
Closing and except to the extent that such  representation  and warranty is made
as of a specific date, in which case such  representation  and warranty shall be
as of such specific date) that:

4.1 STATUS OF PURCHASER.  Purchaser is a national bank,  validly existing and in
good standing under the laws of the United States of America. Purchaser has full
corporate  power  and  authority  to  conduct  its  business  as it is now being
conducted.  As of the date of this  Agreement,  Purchaser  is duly  licensed  to
conduct  international  banking operations outside the United States through its
branches and representative offices.

4.2 ENFORCEABILITY.  Purchaser has full corporate power and authority to execute
and to deliver this Agreement and the Related Agreements to which it is a Party,
and to carry out the transactions contemplated herein and therein. Purchaser has
taken all necessary  corporate action to authorize its execution and performance
of this  Agreement and the Related  Agreements  to which it is a Party.  Each of
this Agreement and the Related Agreements is the valid and binding obligation of
Purchaser,  and  enforceable  against  Purchaser in  accordance  with its terms,
except as such  enforceability may be limited by the Enforceability  Exceptions.
The execution,  delivery and performance by Purchaser of this Agreement and each
of the Related  Agreements  to which it is a Party will not, with or without the
giving of notice or  passage of time or both,  (i)  conflict  with,  result in a
default,  right to accelerate or loss of rights under, or result in the creation
of any lien,  charge or  encumbrance  pursuant to any provision of any mortgage,
deed of trust, indenture, loan or credit agreement,  lease, license agreement or
other  Contract  to  which  Purchaser  is a party  or by  which  it is  bound or
affected,  (ii)  conflict with or result in a default under any provision of the
certificate  of  incorporation  or  by-laws  of  Purchaser,   or  any  effective
resolution of the directors or stockholders of Purchaser, or (iii) conflict with
or result in a violation of any Legal Requirement.

4.3 CERTAIN PROCEEDINGS.  There is not pending any action against Purchaser that
may  reasonably  be  expected  to have the effect of  preventing  or delaying or
making  unlawful  the  consummation  of the  transactions  contemplated  by this
Agreement  and  the  Related  Agreements.  To  Purchaser's  Knowledge,  no  such
proceeding has been threatened.

4.4 BROKERS OR FINDERS. Neither Purchaser nor any of its Affiliates has incurred
any obligation or liability,  contingent or otherwise, for brokerage or finders'
fees or agents'  commissions  or other similar  payment in connection  with this
Agreement and the transactions contemplated hereby or by the Related Agreements.

4.5 PURCHASER'S APPROVALS.  Purchaser requires no approvals of or notice filings
with any  Governmental  Authority  or other third  party  except for those to be
obtained prior to the  applicable  Closing Date for the Closing of each Business
Unit and set forth on SCHEDULE 4.5 (the  "Purchaser's  Approvals"),  in order to
consummate  the  transactions  described  in  this  Agreement  and  the  Related
Agreements.  SCHEDULE




                                       34
<PAGE>

4.5 shall set forth the specific Purchaser's Approvals necessary for the Closing
of each Business Unit. As the context requires, the term "Purchaser's Approvals"
shall refer to the specific  Purchaser's  Approvals necessary for the Closing of
the applicable Business Unit.

4.6  INVESTMENT  COMPANY.  Purchaser  is not an  investment  company  subject to
registration  and  regulation  under  the  Investment  Company  Act of 1940,  as
amended.

4.7 BANK REGULATORY  MATTERS.  To Purchaser's  Knowledge,  there are no facts or
circumstances,  and it has engaged in no acts,  practices or courses of conduct,
that reasonably would cause a Governmental Authority,  including but not limited
to the OCC and the Federal Reserve,  and any other applicable federal,  state or
foreign bank regulatory  authority,  to deny, object to or limit in any material
respect any of Purchaser's Approvals or to take any other action that would make
Purchaser's representation and warranty in Section 4.5 untrue as of the Closing.

4.8 FINANCING AVAILABLE.  Purchaser has available,  and at the Closing will have
available,  sufficient cash to consummate the transactions  contemplated by this
Agreement  and the Related  Agreements  and to pay all related fees and expenses
required to be paid by Purchaser hereunder and thereunder.

4.9 BASELINE  PURCHASER ADCR. The Baseline  Purchaser ADCR is a true and correct
statement of the ADCR of Purchaser  generated  during the Baseline Period and is
derived from the books and records for  Purchaser's  operations for the Baseline
Period, consistent with such books and records.

4.10  HART-SCOTT  RODINO.  In  connection  with the HSR Act, and the  applicable
regulations  thereunder,  16 C.F.R.  Parts  801-803,  and  based on  information
supplied by Sellers,  Purchaser  has,  in good faith,  determined  that the fair
market value of the Purchased Assets and the Assumed Obligations (other than the
Customers,  any Risk  Participation  Assets,  Contingent Risk  Liabilities,  and
foreign  assets to which no sales in or into the United  States of  America  are
attributable  and not taking  into  account  the Base  Purchase  Price) does not
exceed $53,100,000.

                                   ARTICLE V

                 ADDITIONAL AGREEMENTS OF SELLERS AND PURCHASER

5.1      Conduct of the Business.

                (a)  Prior to the Closing of a particular  Business  Unit or the
                     termination of this Agreement pursuant to the terms hereof,
                     except   as   contemplated   hereby   (including,   without
                     limitation,  as set forth on SCHEDULE 5.1(B)) or by Section
                     5.4,  Sellers  shall  conduct the Business of such Business
                     Unit only in the ordinary course of business, substantially
                     consistent  with past practice,  and will use  commercially
                     reasonable  efforts to preserve the  business  organization
                     and   relationships  of  Sellers  as  they  relate  to  the
                     Business,   preserve  the  Business's  rights,  franchises,
                     goodwill and client relations, preserve the Licenses issued
                     to Sellers  for the  conduct of the  Business in full force
                     and effect  consistent  with past practice,  keep available
                     the services of the Business  Employees and other employees
                     directly   involved  in  the  Business,   preserve  Sellers
                     relationships with the Customers and others having business
                     dealings with the Business and continue to market  existing
                     Customers for new business consistent with past practice.



                                       35
<PAGE>


                (b)  Without  limiting the generality of Section 5.1(a),  during
                     the period from the date of this  Agreement  to the Closing
                     Date,  to the extent it affects the  Business and except as
                     set forth on SCHEDULE  5.1(B) or as expressly  permitted by
                     this  Agreement,  Sellers  shall  not,  without  the  prior
                     written consent of Purchaser:

                     (i)            other  than  in  the   ordinary   course  of
                                    business   consistent  with  past  practice,
                                    originate,  terminate, transfer or otherwise
                                    dispose  of any  Purchased  Assets  or  Risk
                                    Assets of the Business;

                     (ii)           waive any material claims or rights relating
                                    to Purchased Assets,  except in the ordinary
                                    course  of  business  consistent  with  past
                                    practices;

                     (iii)          adopt,  enter  into or modify  any  Employee
                                    Plan or  Contract,  or grant any increase in
                                    the  compensation  or  benefits   thereunder
                                    affecting  Business Employees other than (i)
                                    increases in the ordinary course of business
                                    consistent  with  past  practices  and  (ii)
                                    adoption  or  modification  of any  Employee
                                    Plan or  Contract  generally  applicable  to
                                    employees of UBOC and/or its  Affiliates and
                                    not  limited  to  the  Business;   PROVIDED,
                                    HOWEVER,   that  this  provision  shall  not
                                    prohibit  Sellers  from  (i)   establishing,
                                    increasing   or   amending   any   Severance
                                    Benefits,   retention  or  other   incentive
                                    benefits  for Business  Employees  that they
                                    reasonably    believe   are   necessary   or
                                    appropriate to preserve the Business  intact
                                    and/or encourage successful  consummation of
                                    the   transactions   contemplated   by  this
                                    Agreement so long as Sellers consult in good
                                    faith with  Purchaser  reasonably in advance
                                    (or in the event of  exigent  circumstances,
                                    as  soon   as   practical   thereafter)   of
                                    implementing  any of the  preceding  and all
                                    actual   and   potential   obligations   and
                                    liabilities  resulting therefrom are paid by
                                    Sellers;    (ii)   satisfying    contractual
                                    obligations  existing  as of the date hereof
                                    and  disclosed on SCHEDULE  3.13.1 and (iii)
                                    making modifications required by changes in,
                                    or  the  interpretation  or  application  of
                                    applicable Legal Requirements;

                     (iv)           make any  change,  in a manner that would be
                                    adverse  to  the  Business  or to  Purchaser
                                    under  the  terms  of  this  Agreement,   in
                                    accounting methods,  principles or practices
                                    used in connection with the Business, except
                                    insofar  as may be  required  by a change in
                                    GAAP or tax accounting  principles or as may
                                    be required by Legal Requirements;

                     (v)            terminate  the  services   (other  than  for
                                    cause) or substantially change the duties of
                                    any Business Employee;

                     (vi)           solicit  the   employment  of  any  Business
                                    Employee unless  Purchaser has notified UBOC
                                    in writing that it will not make an offer of
                                    employment to the Business Employee, or that
                                    Purchaser's  offer  of  employment  has been
                                    rejected by the Business Employee;



                                       36
<PAGE>


                     (vii)          maintain  the Books and  Records  other than
                                    consistent  with all Legal  Requirements  in
                                    all material respects and in the same manner
                                    and with the same care  that such  Books and
                                    Records  have been  maintained  prior to the
                                    execution of this Agreement;

                     (viii)         except in the  ordinary  course of  business
                                    consistent with past practice, incur, create
                                    or  assume  any  Encumbrance  on  any of the
                                    Purchased  Assets  other  than  a  Permitted
                                    Encumbrance;

                     (ix)           except in the  ordinary  course of  business
                                    consistent with past practice,  sell, lease,
                                    license,  transfer  or dispose of any of the
                                    Purchased Assets or the Risk Assets;

                     (x)            except in the  ordinary  course of  business
                                    consistent with past practice,  terminate or
                                    materially  extend or materially  modify any
                                    Contract  described  on  SCHEDULE  3.8  that
                                    constitutes a Purchased  Asset or enter into
                                    any Contract  that would have been  required
                                    to have been listed on  SCHEDULE  3.8 had it
                                    been effective as of the date hereof;

                     (xi)           except in the  ordinary  course of  business
                                    consistent  with  past  practice,  (A) sell,
                                    assign,  or grant any  security  interest in
                                    any   Transferred   Business    Intellectual
                                    Property,  Transferred Business IT Assets or
                                    Transferred Business  Intellectual  Property
                                    Contract,  (B) grant to any third  party any
                                    license  in,  to or  under  any  Transferred
                                    Business Intellectual Property, (C) develop,
                                    create, or invent any Business  Intellectual
                                    Property  jointly with any third party,  (D)
                                    disclose  or  allow to be  disclosed  to any
                                    Person   not   a   Business   Employee   any
                                    Transferred Business  Intellectual  Property
                                    not heretofore a matter of public knowledge,
                                    except     pursuant     to    judicial    or
                                    administrative process or in accordance with
                                    an  agreement   that   contains   reasonable
                                    confidentiality  obligations,  or (E) permit
                                    any  item  of  Transferred   Owned  Business
                                    Intellectual  Property  to  lapse  or  to be
                                    abandoned,  dedicated,  or  disclaimed,  and
                                    Sellers   shall   perform   all   applicable
                                    filings, recordings, and other acts, and pay
                                    all required fees and taxes, to maintain and
                                    protect  their  interest  in each and  every
                                    item of  Transferred  Business  Intellectual
                                    Property;

                     (xii)          make any material loans, advances or capital
                                    contributions  to, or  investments  in,  any
                                    other Person in connection with the Business
                                    other   than   (i)   the    origination   or
                                    acquisition  of Risk Assets in the  ordinary
                                    course  and (ii)  loans,  advances,  capital
                                    contributions  or investments by a Seller to
                                    or in another Seller; and

                     (xiii)         agree in writing or otherwise to take any of
                                    the actions  described above in this Section
                                    5.1(b).

                (c)  For purposes of clarification,  the Parties acknowledge and
                     agree that  Sellers  shall not be deemed to be in breach of
                     the  provisions of this Section 5.1, to the extent that (i)
                     Purchaser or any of its  Affiliates  causes or requests the



                                       37
<PAGE>

                     actions or omissions  described  herein in connection  with
                     the conduct of the Business, (ii) such actions or omissions
                     are taken or made in  accordance  with other  provisions of
                     this  Agreement or the  Conversion  Protocols or (iii) such
                     actions or omissions  are not  expressly  prohibited by the
                     Conversion  Protocols  and are  taken  or made  (A) in good
                     faith,  (B) not for any  purpose  that would be  reasonably
                     likely to be adverse to  Purchaser,  (C) in a  commercially
                     reasonable  manner and (D) for purposes of  preserving  the
                     Sellers'  relationships with the Customers and/or retaining
                     Business  Employees;  provided  that any such actions taken
                     for  purposes  of  retaining  Business  Employees  shall be
                     deemed part of Sellers' Retention Program.

                (d)  By way of  clarification,  the  covenants set forth in this
                     Section 5.1 shall not apply to the conduct of the  Business
                     by the Sellers of any  Business  Unit that has been subject
                     to a Closing.  To the extent that any Business Employees of
                     such Business Unit continue to be employed, or Customers of
                     such  Business  Unit  continue to be  serviced,  by Sellers
                     following the Closing of such Business Unit, the duties and
                     obligations  of  Sellers  shall be as set forth in  Section
                     5.4.

5.2  PURCHASER'S  ACCESS TO THE BUSINESS  PRIOR TO CLOSING.  Between the date of
this  Agreement and the Closing  Date,  subject to Legal  Requirements,  Sellers
shall afford to Purchaser and its authorized agents and representatives  access,
upon  reasonable  notice and during normal  business  hours,  to all  Contracts,
documents and information of or relating to the assets,  liabilities,  business,
operations  and  other  aspects  of  the  Business;   PROVIDED,   HOWEVER,  that
Purchaser's agents and representatives  shall not have access to (i) information
that is  legally  privileged  or to which  Purchaser's  access is not  permitted
pursuant to any contractual  obligation or Legal  Requirement,  (ii) Tax records
and  information  (other than Tax records or  information  of  Customers  to the
extent such records and information are pertinent to Purchaser's  acquisition of
the Business  hereunder and are not proscribed from being disclosed to Purchaser
and/or its agents and representatives  pursuant to any Legal  Requirement),  and
(iii)  Contracts,  documents and  information  pertaining  to the  operations of
Sellers or their  Affiliates  other than the  Business.  Sellers shall cause the
Business  Employees  and other  employees  of  Affiliates  of Sellers to provide
reasonable  assistance  to Purchaser  in  Purchaser's  investigation  of matters
relating to the transactions  contemplated hereby and by the Related Agreements;
PROVIDED, HOWEVER, that Purchaser's investigation shall be conducted in a manner
which does not  unreasonably  interfere with the normal  operations,  client and
employee relations of Sellers and Sellers'  Affiliates.  Without limiting any of
the terms thereof,  (i) the terms of Section 5.14 shall govern  Purchaser's  and
its  Representatives'  obligations  with respect to all Proprietary  Information
with respect to the  Business,  Sellers and their  Affiliates  and other related
Persons,  which  has  been  provided  or made  available  to  them at any  time,
including  during the period between the date of this Agreement and each Closing
Date;  PROVIDED,  HOWEVER,  that this sentence shall not apply to communications
approved by the Parties in accordance with Section 5.7, and (ii) Purchaser shall
maintain the  confidentiality of all nonpublic personal  information of Sellers'
and their Affiliates' customers as required under applicable Legal Requirements,
including but not limited to the requirements of 12 U.S.C. ss.ss.  6801-6809 and
implementing rules and regulations thereunder. No investigation conducted before
or after the date hereof by any Person  shall be deemed to modify in any way any
representation or warranty  contained in this Agreement,  the Related Agreements
or any certificate furnished or to be furnished hereunder.

5.3      Performance of this Agreement; Notification of Certain Matters.

                (a)  Subject to the  limitations set forth in Section 5.10, each
                     of the Parties  hereto  shall  execute such  documents  and
                     other  papers  and  perform  such  further  acts  as may be
                     reasonably  required to carry out the provisions hereof and
                     the  transactions




                                       38
<PAGE>

                     contemplated hereby and by the  Related Agreements. Subject
                     to  the limitations  set forth  in Section 5.10,  each such
                     Party  shall,  at or  prior  to each  Closing Date, use its
                     reasonable  best efforts  to fulfill or obtain the fulfill-
                     ment of the conditions precedent to the consummation of the
                     transactions contemplated hereby, including  the  execution
                     and  delivery of any  documents, certificates,  instruments
                     or  other  papers  that  are  reasonably  required  for the
                     consummation of the transactions contemplated hereby.

                (b)  Each Party shall give  prompt  notice to the other Party of
                     (i) the  occurrence,  or failure to occur,  of any event or
                     the  existence  of any  condition  that has caused or could
                     reasonably be expected to cause any of its  representations
                     or warranties  contained in this  Agreement to be untrue or
                     inaccurate  in any  material  respect at any time after the
                     date of this  Agreement,  up to and  including  the last to
                     occur of the  Effective  Times  (except to the extent  such
                     representations and warranties are given as of a particular
                     date or period and relate solely to such particular date or
                     period),  and (ii) any failure on its part to comply in any
                     material  respect with or satisfy any covenant,  conditions
                     or agreement  to be complied  with or satisfied by it under
                     this Agreement.

5.4      CONVERSION.

         5.4.1 GENERAL  PROCEDURES.  The parties  acknowledge and agree that the
transactions  contemplated by this Agreement shall be consummated  following the
Principal Closing by referring the Customers from Sellers to Purchaser and, more
particularly,  by transitioning and redirecting the transaction flows related to
each Customer, to the extent related to the Business,  from Sellers' information
systems to Purchaser's  information systems. Prior to the Principal Closing, the
Parties shall use their respective reasonable best efforts to cooperate with and
assist each other in preparing for such transfer of Customers, including without
limitation by introducing  the Customers to Purchaser;  provided that nothing in
this Agreement or any of the Related  Agreements shall require Purchaser to make
any such  efforts  with  respect to Excluded  Accounts.  The actual  transfer of
Customers  (and the  accompanying  hire by Purchaser  of the Business  Employees
pursuant to Section 5.5) shall commence with the Principal  Closing.  The entire
process of  transitioning  and redirecting  Customers from Sellers to Purchaser,
including the preparatory  measures taken prior to the Principal Closing and the
actual transfer of Customers following the Principal Closing (accompanied by the
hire  by  Purchaser  of  Business   Employees)  shall  be  referred  to  as  the
"Conversion."  The  Conversion  shall be  accomplished  in  accordance  with the
process,  guidelines,  policies  and  procedures  set forth in SCHEDULE 5.4 (the
"Conversion  Protocols").  The  Conversion  Protocols  shall be  updated  by the
parties from time to time (including  following  Closings if the Parties deem it
appropriate)  to set out any changes in the  process,  guidelines,  policies and
procedures pursuant to which the Conversion shall take place. From and after the
Principal  Closing until the Sellers'  Shutdown  Date, the Sellers and Purchaser
shall  use  their  reasonable  best  efforts  to  implement  the  Conversion  in
accordance with the Conversion  Protocols and as further set forth below in this
Section 5.4.  Notwithstanding  any covenant in this  Agreement to the  contrary,
Sellers shall have no obligation to (i) continue the  employment of any Business
Employee  not listed on  ATTACHMENT A to SCHEDULE 5.4 to the extent that Sellers
can continue to provide  appropriate  service levels  (consistent  with services
levels  provided as of the date of this  Agreement) to  Customers,  (ii) pay any
Business  Employees amounts in excess of those required under Employee Plans and
Contracts  in effect as of the date of this  Agreement,  (iii)  hire  additional
employees for the Business, (iv) invest in any new technological  infrastructure
or new furnishings,  fixtures or equipment,  (v) engage in marketing efforts for
new customers,  or (vi) otherwise undertake any efforts for the expansion of the
Business.  During  the  Conversion,  in  each  circumstance  where  Sellers  are
permitted  under this Agreement to terminate the services (other than for cause)
or  substantially  change the duties of any  Business  Employee,  Sellers  shall
provide  Purchaser  with ten (10) days'  written  notice prior to such action in
order  to  allow  Purchaser  to make  use of  such  Business




                                       39
<PAGE>

Employee if it so determines.  In the event  Purchaser  notifies  Sellers within
such  notice  period  of  its  determination  to  use  such  Business  Employee,
Purchaser,  at its option, shall either promptly (i) offer to hire such Business
Employee (and thereby include the relevant  Business Employee on ATTACHMENT A to
SCHEDULE  5.4) or (ii) lease all of his or her time under the Business  Employee
Leasing Agreement in accordance with the Conversion Protocols;  PROVIDED THAT no
such notice shall be required in connection  with a termination  pursuant to the
Conversion Protocols.

         5.4.2 COSTS/REVENUES OF SELLERS' POST-CLOSING  OPERATIONS.  The Parties
acknowledge  that the rationale  for Sellers to continue to provide  services to
Customers  following a Closing is to permit  Purchaser the time to provide for a
full and effective  Conversion of as many Customers as possible and the transfer
of  Business  Employees  to  Purchaser  in an  orderly  fashion,  including  the
conversion  of  transaction  processes  from  Sellers'  platform to  Purchaser's
platform.  The Parties further acknowledge that during the time Sellers continue
to keep their organization  intact and otherwise fulfill their obligations under
this  Section  5.4 and the  Conversion  Protocols,  Sellers  shall be  incurring
continuing  operating  expenses  associated  with the ongoing  operation  of the
Business.  In consideration of these ongoing efforts and the ongoing  incurrence
of costs prior to the Sellers'  Shutdown  Date,  the Parties  agree that Sellers
shall be  entitled  to keep (in lieu of payment by  Purchaser  to Sellers of any
service fee) all revenues from such operations  generated by Customers that have
not yet been converted to Purchaser.

5.5      EMPLOYEE MATTERS.

                (a)  [Reserved]

                (b)  Purchaser  shall  provide to Accepting  Employees  employee
                     benefits that are substantially comparable in the aggregate
                     with the benefits provided to similarly  situated employees
                     of  Purchaser.  In  addition,  Purchaser  shall  grant  all
                     Accepting  Employees,  for  purposes  of  employee  benefit
                     rights, the privileges set forth on SCHEDULE 5.5(B).

                (c)  Sellers  agree to provide COBRA  continuation  coverage for
                     all of  Sellers'  Business  Employees  (and  their  covered
                     dependents) to the extent required by Legal Requirements.

                (d)  At the relevant  Employment Time,  Sellers will pay to each
                     Accepting  Employee  his or her accrued paid time off as of
                     the  Employment  Time;  PROVIDED,  HOWEVER,  to the  extent
                     applicable Legal Requirements  outside of the United States
                     require  that  Purchaser  carry over such accrued paid time
                     off, UBOC shall pay to Purchaser the amount thereof.

                (e)  Except  as  provided  in this  subsection,  all  employment
                     records of each Business Employee compiled by Sellers prior
                     the  Employment  Time will be  retained by Sellers or their
                     designee.  At the Employment Time of an Accepting Employee,
                     UBOC shall  deliver to Purchaser an  electronic  employment
                     record for such Accepting  Employee (i) in the form of, and
                     containing the fields specified in, SCHEDULE  5.5(E)(I) AND
                     (II) with the  consent  of the  Accepting  Employee  to the
                     release of such information  (which consent UBOC undertakes
                     to make reasonable  efforts in collaboration with Purchaser
                     to  obtain),  in the form of,  and  containing  the  fields
                     specified  in,  SCHEDULE  5.5(E)(II).  Sellers  will retain
                     originals  of all such  records  and will  grant  access by
                     Purchaser to such  records,  subject to Sellers'  personnel



                                       40
<PAGE>

                     policies  and  applicable  Legal  Requirements  related  to
                     disclosure of personnel files.

                (f)  UBOC shall be solely  responsible  for and shall  expressly
                     assume  and  hold  Purchaser  and its  Affiliates  harmless
                     against (i) all liabilities and obligations owed by Sellers
                     to each Business Employee who is not an Accepting  Employee
                     and (ii) all liabilities and obligations owed by Sellers to
                     each Business  Employee who is an Accepting  Employee other
                     than those liabilities and obligations expressly assumed by
                     Purchaser pursuant to Section 5.5(b).

                (g)  As of the relevant Employment Time, each Accepting Employee
                     shall  cease  to be  covered  by  Sellers'  Welfare  Plans.
                     Sellers  shall retain  responsibility  for all Welfare Plan
                     claims incurred by Accepting  Employees before the relevant
                     Employment  Time.  Sellers shall retain any  obligation for
                     payment of long or  short-term  disability  claims  arising
                     from  disabilities  of Accepting  Employees  that  occurred
                     before the relevant  Employment  Time.  Purchaser  shall be
                     responsible  for payment of long and short-term  disability
                     claims that arise from disabilities of Accepting  Employees
                     that  occur on or  after  relevant  Employment  Time to the
                     extent covered by Purchaser's disability plans, if any. For
                     purposes of this paragraph, a claim shall be deemed to have
                     been incurred when the medical or other service giving rise
                     to the claim is performed,  except that  disability  claims
                     shall  be  deemed  to have  been  incurred  on the date the
                     Accepting Employee becomes disabled.

                (h)  UBOC shall be solely  responsible  for and shall  expressly
                     assume and hold Purchaser harmless against all payments due
                     under Sellers' Retention Program.

5.6      [RESERVED]

5.7  COMMUNICATIONS.  Except  pursuant  to any  Legal  Requirements  (including,
without limitation, the filing of periodic and other reports with the Securities
and  Exchange  Commission  or  other  Governmental  Authorities  concerning  the
transactions  contemplated by this Agreement and the Related  Agreements) or the
rules of any  applicable  stock  exchange  (provided  that each Party  shall use
commercially  reasonable  efforts  to notify  each other  Party of any  release,
communication  or announcement  required  pursuant to any Legal  Requirements or
stock exchange rules), no release, communication or announcement concerning this
Agreement or the transactions  contemplated  hereby or by the Related Agreements
shall be made without  advance written  approval  thereof by UBOC and Purchaser,
which approval shall not be unreasonably conditioned,  delayed or withheld. UBOC
and  Purchaser  shall  cooperate  with each  other in making  any such  release,
communication or announcement.  Each Party shall request confidential  treatment
of information  (except to the extent it has previously been publicly  disclosed
or there is otherwise  no  reasonable  basis for such  request)  concerning  the
transactions  contemplated  by this  Agreement and the Related  Agreements  when
filing such  information  with, or  communicating  such  information to, banking
agencies and other Governmental  Authorities which allow confidential  treatment
of such  type of  information.  UBOC and  Purchaser  have  prepared  a  mutually
acceptable  communications  plan for announcing  the status of the  transactions
contemplated hereby and by the Related Agreements,  any related events that will
occur  prior to the  Closing,  and  Purchaser's  plans  with  respect  to future
relations with or employment of the Business Employees and the Customers.



                                       41
<PAGE>


5.8  EXECUTION  AND  DELIVERY  OF  DOCUMENTS.  All  agreements  or  certificates
delivered in connection  with the  transactions  contemplated  by this Agreement
shall be deemed to be delivered by the  corporations or companies  executing the
same,  and the  individual  officers  executing the same shall not be personally
liable thereon.

5.9      Cooperation after the Closing.

         5.9.1  FURTHER  ASSURANCES.  After the Closing,  Sellers and  Purchaser
shall  cooperate with each other by furnishing any  additional  information  and
executing and delivering any additional documents as may be reasonably requested
by the other to further  perfect or evidence the  consummation  of, or otherwise
implement,  any  transaction  contemplated  by this  Agreement  and the  Related
Agreements,  or to aid in the  preparation of any regulatory  filing,  including
(subject to the provisions of Article VIII) Tax Returns; PROVIDED, HOWEVER, that
any such  additional  documents must be reasonably  satisfactory  to each of the
Parties  and  not  impose  upon  either  Party  any  material  liability,  risk,
obligation,  loss,  cost or expense not  contemplated  by this  Agreement or the
Related  Agreements.  After the Principal  Closing,  Purchaser  shall furnish to
Sellers  all  information  and  documentation  requested  by  Sellers to satisfy
UBOCI's  obligations under the Written Agreement or any amendment or replacement
thereof,  all out-of-pocket costs of which shall be borne by Sellers.  After the
Closing of any Business Unit, Purchaser shall furnish Sellers any information or
documentation  they may  reasonably  request in  connection  with the closing or
wind-down  of  any  of  Sellers'  continuing   operations  (not  transferred  in
connection  with such Closing)  associated  with such Business  Unit.  After the
Closing,  Sellers and Purchaser, as the case may be, shall afford or cause to be
afforded to any  Indemnifying  Party pursuant to Article X hereof such access to
all books,  records and  personnel of Sellers  during normal  business  hours as
shall be  reasonably  requested  with  respect to any claim or  assertion of any
Loss. Sellers may retain copies of any Books and Records as of the Closing Date,
which if retained shall be held subject to Section 5.15.

         5.9.2 SELLERS' ACCESS TO RECORDS.  Except as to Tax books,  records and
information, which are subject to the provisions of Section 8.1, for a period of
seven years after the last Closing Date hereunder,  subject to applicable  Legal
Requirements,  Sellers and their representatives shall have reasonable access to
all of the Books and Records to the extent that such  access may  reasonably  be
required by Sellers in  connection  with matters  relating to or affected by the
operations of Sellers  prior to the Closing Date.  Such access shall be afforded
by  Purchaser  upon  receipt of  reasonable  advance  notice  and during  normal
business  hours.  UBOC  shall be solely  responsible  for any costs or  expenses
incurred by it pursuant to this Section 5.9.4.  If Sellers desire to acquire any
of such  Books and  Records  after the  expiration  of such  seven-year  period,
Sellers shall, prior to the expiration of such seven-year period, give Purchaser
notice  thereof and after  receiving  such  notice  Purchaser  shall  either (i)
continue  to provide  Sellers  access to the Books and Records in the manner set
forth above, or (ii) if at any time after receiving such notice Purchaser elects
to destroy or otherwise not retain such Books and Records,  segregate and permit
Sellers,  at UBOC's  expense,  to remove  such Books and  Records as Sellers may
select.

         5.9.3 PURCHASER'S  ACCESS TO RECORDS.  Except as to Tax books,  records
and  information,  which are subject to the  provisions  of Section  8.1,  for a
period  of seven  years  after  the last  Closing  Date  hereunder,  subject  to
applicable  Legal  Requirements,  Purchaser and its  representatives  shall have
reasonable  access  to all of the  books  and  records  that  UBOC or any of its
Affiliates  may retain  after the  Closing  Date,  to the extent  related to the
Business.  Such access shall be afforded by UBOC and its Affiliates upon receipt
of reasonable  advance notice and during normal business hours.  Purchaser shall
be solely responsible for any costs and expenses incurred by it pursuant to this
Section  5.9.3.  If  Purchaser  desires to acquire any of such Books and Records
after the expiration of such seven-year  period,  Purchaser shall,  prior to the
expiration of such  seven-year  period,  give Sellers  notice  thereof and after
receiving  such notice  Sellers  shall either (i) continue to provide  Purchaser
access to the Books and Records in the manner set forth above, or (ii) if at any
time after  receiving  such notice  Sellers  elect to destroy or  otherwise  not
retain such Books and Records,




                                       42
<PAGE>

segregate and permit Purchaser, at Purchaser's expense, to remove such Books and
Records as Purchaser may select.

5.10     Regulatory Approvals; Third Party Consents.

         5.10.1 REGULATORY APPROVALS.  Sellers and Purchaser shall cooperate and
use  commercially  reasonable  efforts to obtain  all  consents,  approvals  and
agreements  of,  and to  give  and  make  all  notices  and  filings  with,  any
Governmental   Authority   necessary  to   authorize,   approve  or  permit  the
consummation of the  transactions  contemplated  by this Agreement,  the Related
Agreements and any other agreements  contemplated hereby or thereby,  including,
without  limitation,  as set forth on SCHEDULE 3.19 and SCHEDULE 4.5;  PROVIDED,
HOWEVER,  that  nothing in this  Agreement  shall  require,  or be  construed to
require,  Purchaser or Sellers to proffer to, or agree to, sell, divest,  lease,
license,  transfer, dispose of or otherwise encumber or hold separate, before or
after the Effective Time of any Closing, material assets, licenses,  operations,
rights,  product  lines,  businesses or their  interest  therein or any of their
respective  Affiliates or to agree to any material changes or restriction on, or
other  material  impairment of the ability of Purchaser or Sellers,  as the case
may be, to own or operate, any such assets, licenses,  product lines, businesses
or  interests  therein.  Without  limiting  the  generality  of  the  foregoing,
Purchaser  and Sellers and their  respective  Affiliates  shall,  as promptly as
reasonably   practicable,   file  with  all   foreign   Government   Authorities
applications  and/or  notices  required  to be made by them to obtain the non-US
approvals  set  forth in  SCHEDULE  3.19 or  SCHEDULE  4.5,  as the case may be.
Purchaser  and UBOC will keep  each  other  informed  of the  status of  matters
relating to obtaining  the  regulatory  approvals set forth on SCHEDULE 3.19 and
SCHEDULE  4.5. It is expressly  understood  by the Parties that each Party shall
use  commercially  reasonable  efforts to ensure  that  representatives  of both
Purchaser  and UBOC  shall  have the  right to  attend  and  participate  in any
hearing,  proceeding,  meeting,  conference  or similar  event  before or with a
Governmental  Authority or other  organization  relating to this  Agreement or a
Related  Agreement.  In furtherance  of the foregoing,  Purchaser and UBOC shall
provide each other  reasonable  advance notice of any such hearing,  proceeding,
meeting, conference or similar event. The notice required to be given under this
Section 5.10.1 shall be given to  representatives  of UBOC or Purchaser entitled
to receive notices hereunder.

         5.10.2 THIRD PARTY CONSENTS.  Sellers and Purchaser shall cooperate and
use commercially  reasonable efforts to obtain all approvals and consents to the
transactions   contemplated  by  this  Agreement  and  the  Related  Agreements,
including  the  consents  of  third  parties  under  Contracts  included  in the
Purchased  Assets.  In the event and to the extent  that  Sellers  are unable to
obtain any required approval or consent of  non-Governmental  Authorities to any
Contract  to  be  assigned  to  Purchaser  hereunder,   (i)  Sellers  shall  use
commercially  reasonable efforts in cooperation with Purchaser to (A) provide or
cause to be  provided  to  Purchaser  the  benefits  of any such  Contract,  (B)
cooperate in any arrangement, reasonable and lawful as to Sellers and Purchaser,
designed to provide such  benefits to Purchaser  and (C) enforce for the account
of Purchaser any rights of Sellers  arising from such  Contracts,  including the
right to elect to terminate in  accordance  with the terms thereof on the advice
of Purchaser and (ii) Purchaser  shall use  commercially  reasonable  efforts to
perform the obligations of Sellers  arising under such Contracts,  to the extent
that, by reason of the  transactions  consummated  pursuant to this Agreement or
otherwise,  Purchaser has control over the  resources  necessary to perform such
obligations.  If and when any such approval or consent shall be obtained or such
Contract shall otherwise become assignable, Sellers shall promptly assign all of
their rights and  obligations  thereunder  to  Purchaser  without the payment by
Purchaser of further  consideration and Purchaser shall,  without the payment of
any further  consideration  therefor,  assume such  rights and  obligations  and
Sellers shall be relieved of any and all obligation or liability thereunder.

         5.10.3 AGREEMENTS AFFECTING THE OTHER PARTY.  Notwithstanding any other
provision of this Section  5.10,  neither  Sellers nor  Purchaser  shall make or
permit any of their Affiliates to make any agreement or understanding  affecting
the assets or business of the other Party or its  Affiliates  as a condition  to
obtaining  any  consents,  approvals  or waivers  except with the prior  written
approval of such other Party.



                                       43
<PAGE>


5.11   REGULATORY   COMPLIANCE.   Purchaser   and  Sellers  and  their   agents,
representatives   and  Affiliates  shall  comply  with  all  Legal  Requirements
applicable to their conduct in performing their obligations under this Agreement
and the Related Agreements.

5.12 NO  SOLICITATIONS.  From and after the date hereof  until the last  Closing
Date to occur  hereunder (or until the termination of this  Agreement),  Sellers
and their  Affiliates  shall not, and shall direct and use their reasonable best
efforts  to  cause  each of  their  Representatives  not  to,  (i)  directly  or
indirectly,  solicit, initiate, facilitate or knowingly encourage the submission
of any Proposal (as defined  below),  (ii)  participate  in any  discussions  or
negotiations regarding, or furnish to any Person any non-public information with
respect to any Proposal or Alternative Transaction, other than with Purchaser or
(iii) agree to or approve any  Alternative  Transaction  or authorize any of its
Subsidiaries to agree to or approve any Alternative Transaction. For purposes of
this  Agreement:  (i)  "Proposal"  means any  proposal  or offer from any Person
relating to an Alternative Transaction; and (ii) "Alternative Transaction" means
any transaction for the sale of all or a material part of the Business.

5.13  TRADEMARKS.  Notwithstanding  any  implication  contained  herein or prior
course of conduct to the  contrary,  in no event shall  Purchaser  or any of its
Affiliates  have any right to use, nor shall Purchaser or any of its Affiliates,
use, any Trademark of Sellers or any of their  Affiliates or any  application or
registration therefor,  owned by, licensed to or used by Sellers or any of their
Affiliates,  or any other mark, name, term or identification that is confusingly
similar to the foregoing,  except to the extent Purchaser is authorized to do so
pursuant to the Trademark and Trade Name License Agreement.  Except as set forth
in the Trademark and Trade Name License  Agreement,  Purchaser agrees as soon as
reasonably  practicable  after the  Closing to cause the  Business  acquired  by
Purchaser  not to use any  name  containing  the  names,  initials  or  acronyms
"UnionBanCal Corporation," "Union Bank," "Union Bank of California," "Union Bank
of  California  International,"  "UBOC,"  "UBOCI,"  "uboc.com"  or any  words or
Trademarks that are confusingly similar to the foregoing,  or the "Union Bank of
California" logo.

5.14     Non-Competition; Non-Solicitation; Confidentiality.

         5.14.1 SELLERS.  In consideration of the benefits of this Agreement and
the Related Agreements to Sellers and in order to induce Purchaser to enter into
this Agreement,  Sellers hereby covenant and agree, subject to the exceptions in
Section 5.14.3, that for a period of four years after the Principal Closing Date
(the "Non-Compete Term"),  neither UBOC nor any of its Affiliates shall, without
the prior written consent of Purchaser, directly or indirectly,  operate, engage
in, manage or own any equity interest constituting  "control" within the meaning
of the Bank  Holding  Company  Act of 1956  ("Control")  in any line of business
offering  international trade and payment and correspondent banking products and
services,  (including cash vault processing  services for Mexican banks), all as
currently  engaged  in by  the  Business  (the  "Prohibited  Services")  in  the
Restricted  Area  (as  defined  below).  By  way of  clarification,  "Prohibited
Services" shall not include services provided by Sellers pursuant to Section 5.4
and the Conversion  Protocols through and including the winding down of Sellers'
Business activities.

         5.14.2 RESTRICTED AREA. The covenants contained in Section 5.14.1 shall
be construed as a series of separate covenants,  one for each county or state of
the United States of America  (including its territories and  possessions),  one
for the United States (including its territories and  possessions),  as a whole,
and one for each foreign  country  and/or  territory  or  political  subdivision
thereof in which the  Business  operates  as of the date hereof  (together,  the
"Restricted Area").

         5.14.3  EXCEPTIONS.   Notwithstanding  any  other  provisions  of  this
Agreement to the contrary, the provisions of Section 5.14.1 shall not apply to:



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<PAGE>


                (a)  the continued  servicing of Excluded  Accounts prior to the
                     winding down of Sellers' Business  activities to the extent
                     reasonably  necessary to wind down such relationships or to
                     promote the Conversion of such Customers;

                (b)  any  Person  who  acquires,  directly  or  indirectly,  any
                     interest  in  UBOC  or any of its  Affiliates  (or all or a
                     portion of the business of any of them);

                (c)  any transaction or transactions,  as a result of which UBOC
                     or any of  its  Affiliates  acquires  any  interest  in any
                     Person engaging in Prohibited  Services,  or assets related
                     to  Prohibited  Services,  and  retains  such  interest  or
                     assets,  as  applicable,  (i)  if the  annual  non-interest
                     income  of such  Person  (or from  such  purchased  assets)
                     derived  from  Prohibited  Services  for  the  fiscal  year
                     immediately  preceding  such  acquisition is $20 million or
                     less,  or (ii) the  activities  of such Person or purchased
                     assets  constituting  Prohibited  Services  (the  "Business
                     Activities")  are  disposed of in  accordance  with Section
                     5.14.4,  it  being  understood  that  if UBOC or any of its
                     Affiliates makes an acquisition in a transaction  described
                     in this  Section  5.14.3(c)  during  the  Non-Compete  Term
                     requiring  that the Business  Activities  be disposed of in
                     accordance with Section 5.14.4,  UBOC shall, or shall cause
                     its Affiliate,  as applicable,  to dispose of such Business
                     Activities    notwithstanding   the   expiration   of   the
                     Non-Compete   Term   prior  to  the   completion   of  such
                     disposition.

         5.14.4 Disposition of Business Activities.

                (a)  If UBOC or an Affiliate engages in a transaction  described
                     in Section  5.14.3(c)  requiring  disposition  of  Business
                     Activities,  UBOC shall  promptly,  and in any event within
                     fifteen (15)  Business Days after the earlier of the public
                     announcement of an agreement to consummate such transaction
                     and  the  consummation  of  such  transaction,  provide  to
                     Purchaser  a  written  notice  of such  transaction,  which
                     notice  shall  describe in  reasonable  detail the relevant
                     Business   Activities.   In  such  case,  upon  request  of
                     Purchaser,  UBOC shall,  and shall cause its Affiliates to,
                     provide  to  Purchaser  reasonable  access to the  Business
                     Activities  to  conduct  customary  due  diligence  of such
                     Business  Activities,  subject  to  Purchaser  executing  a
                     customary  confidentiality  agreement  with  respect to the
                     Business Activities.

                (b)  If (i)  Purchaser  makes an offer to acquire such  Business
                     Activities  within  fifteen (15) days after  receiving  the
                     notice  described  in  Section  5.14.4(a),  and (ii) in the
                     reasonable judgment of UBOC or such Affiliate,  as the case
                     may be,  such  offer  is the most  economically  beneficial
                     offer in the aggregate to acquire such Business  Activities
                     UBOC or such Affiliate has received  within sixty (60) days
                     following its acquisition of such Business  Activities (and
                     such  offer  in the  reasonable  judgment  of  UBOC or such
                     Affiliate is more economically  beneficial in the aggregate
                     to UBOC than discontinuing such Business Activities),  UBOC
                     (or  its  Affiliate,  as  the  case  may  be)  shall  grant
                     exclusivity to Purchaser for thirty (30 days) to enter into
                     definitive  agreements upon the terms of Purchaser's  offer
                     to  sell  to  Purchaser  the  Business  Activities.  If (i)
                     Purchaser  does not make an offer to acquire such  Business
                     Activities  within  fifteen (15) days after  receiving  the
                     notice described in Section 5.14.4(a), or (ii) UBOC (or its
                     Affiliate, as




                                       45
<PAGE>

                     the case may be) do not enter  into  definitive  agreements
                     with respect to  Purchaser's  offer within thirty (30) days
                     after such grant of exclusivity (or no such  exclusivity is
                     required  to be  granted),  then  UBOC  or,  to the  extent
                     applicable,  its  Affiliates  shall  (A)  discontinue  such
                     Business  Activities within one year after such acquisition
                     or (B) dispose of such  Business  Activities at a price and
                     upon  terms  that are  acceptable  to UBOC  within one year
                     after such  acquisition  (or, if the absence of the consent
                     or  approval  of any  Governmental  Authority  is the  only
                     condition to such  disposition  not  satisfied  (other than
                     such conditions which, by their nature, are to be satisfied
                     on the date such disposition is completed)  within one year
                     after  such  acquisition,  then  UBOC  or,  to  the  extent
                     applicable,  its Affiliates  shall dispose of such Business
                     Activities at a price and upon terms that are acceptable to
                     UBOC within  eighteen  (18) months after such  acquisition;
                     PROVIDED, HOWEVER, that if Purchaser makes an offer for the
                     Prohibited  Services,  then the  period  during  which UBOC
                     shall be required to  discontinue  or divest such  Business
                     Activities shall be tolled for any period during which UBOC
                     is actively negotiating  definitive agreements with respect
                     to Purchaser's offer in good faith until the earlier of the
                     execution of such definitive agreements,  the withdrawal by
                     Purchaser  of its  offer  or  written  notice  by  UBOC  to
                     Purchaser that it has rejected Purchaser's offer.

         5.14.5  ENFORCEMENT.  Each of the Parties  specifically agrees that the
covenants set forth in this Section 5.14 are an integral part of the  inducement
of the  respective  Parties to enter into this Agreement and that each Party (or
its successors or assigns) shall be entitled to injunctive relief in addition to
all other legal and equitable rights and remedies  available to it in connection
with any breach by the other Party or any of its  Affiliates of any provision of
this Section 5.14 and that,  notwithstanding  the foregoing,  no right, power or
remedy  conferred  upon or reserved or exercised by a Party in this Section 5.14
is intended to be exclusive of any other right, power or remedy,  each and every
one of which  (now or  hereafter  existing  at law,  in  equity,  by  statute or
otherwise) shall be cumulative and concurrent.

         5.14.6 Employee Non-Solicitation; No Hire.

                (a)  Purchaser  hereby  covenants and agrees that neither it nor
                     any of its Affiliates or Representatives  shall, during the
                     Non-Compete  Term,  without  the prior  written  consent of
                     UBOC,  directly or  indirectly,  solicit for  employment or
                     employ (or enter into any consulting or agency relationship
                     with)  any  employees  of  Sellers  set  forth on  SCHEDULE
                     5.14.6(A) during such employment and for a period of twelve
                     months after any termination thereof.

                (b)  Sellers hereby covenant and agree that neither they nor any
                     of their Affiliates or  Representatives  shall,  during the
                     Non-Compete  Term,  without  the prior  written  consent of
                     Purchaser,  directly or indirectly,  solicit for employment
                     or  employ  (or  enter  into  any   consulting   or  agency
                     relationship  with) any employees of Purchaser set forth on
                     SCHEDULE  5.14.6(B) during such employees'  employment with
                     Purchaser  or its  Affiliates  and for a period  of  twelve
                     months after any termination thereof.

                (c)  Sellers hereby covenant and agree that neither they nor any
                     of their Affiliates or  Representatives  shall,  during the
                     Non-Compete  Term,  without  the prior  written  consent of
                     Purchaser,  directly or indirectly,  solicit for




                                       46
<PAGE>

                     employment  or employ  (or  enter  into any  consulting  or
                     agency  relationship  with) any Accepting  Employees during
                     the period of such  Accepting  Employees'  employment  with
                     Purchaser  or any of its  Affiliates  and for a  period  of
                     twelve months after any termination thereof.

                (d)  Purchaser  hereby  covenants  and agrees  that in the event
                     this  Agreement  is  terminated  at any  time  prior to the
                     Principal Closing,  neither it nor any of its Affiliates or
                     Representatives  shall,  for a period of two years from and
                     including the date of such  termination,  without the prior
                     written  consent  of  UBOC,  (i)  directly  or  indirectly,
                     solicit for employment any Business Employee or (ii) employ
                     (or enter into any consulting or agency  relationship with)
                     any  Business  Employee  holding  the title of  officer  or
                     higher.

                (e)  Nothing in this  Section  5.14.6  shall  prohibit any Party
                     from  (i)  using  third-party  recruiters  as  long  as the
                     recruiters  are not  specifically  directed by the Party to
                     solicit  the  persons  as  to  whom  the   non-solicitation
                     covenants of this Section  5.14.6  apply;  (ii) from making
                     general  public   solicitations   for  employment  for  any
                     position,  (iii) in the case of Business  Employees who are
                     solicited in a manner  permitted by clauses (i) and (ii) of
                     this  subparagraph (d), from employing  Business  Employees
                     who do not hold the title of  officer or higher at the time
                     of such  employment,  or (iv) from  soliciting or employing
                     any person  whose  employment  with the other Party (or the
                     successor-in-interest to the Business if a party other than
                     Purchaser)   terminated   twelve   months   prior  to  such
                     solicitation or hiring.

                (f)  The foregoing  restriction  shall not be deemed to prohibit
                     Purchaser  from making offers of employment to any Business
                     Employees in connection with the transactions  contemplated
                     by this  Agreement as long as such offers are in accordance
                     with the  Conversion  Protocols and otherwise are in effect
                     from or after the Principal Closing;  PROVIDED THAT if this
                     Agreement  is   terminated,   the   provisions  of  Section
                     5.14.6(d) shall govern.

         5.14.7 RIGHTS RETAINED BY SELLERS.  Subject to Section 2.1.1, Purchaser
acknowledges   that  it  is  not  acquiring  any  interest  in  any  Proprietary
Information concerning the enterprise of Sellers and their Affiliates other than
that concerning the Business (except for the Excluded  Assets),  including,  but
not limited to, (i) the customers and employees of Sellers and their Affiliates,
or (ii)  information (x) in which Sellers or their  Affiliates have an ownership
interest  (either  through  creation,  license,  other  contractual  relation or
through   acquisition   from  Sellers  and  their   Affiliates),   (y)  that  is
confidential, and (z) relates to the data bases, marketing strategies, marketing
relationships,  products, product development, product pricing, and customers of
the enterprise of Sellers and their  Affiliates.  Prior to its  acquisition at a
Closing, all Proprietary Information  constituting Purchased Assets is and shall
remain the sole property of Sellers.

         5.14.8  NON-DISCLOSURE  AGREEMENT.  The parties  hereby  agree that the
Non-Disclosure Agreement is hereby terminated and shall have no further force or
effect except with respect to any prior breach thereof.

         5.14.9 CONFIDENTIALITY OF INFORMATION OF PURCHASER.  From and after the
date hereof,  Sellers  shall,  and shall cause their  respective  Affiliates and
Representatives  to, treat as  confidential  and  safeguard,  and not to use (or
disclose or reveal to any other Person  except its own  Representatives  who are
necessary  in  consummating  the  transactions  contemplated  herein  and in the
Related  Agreements) in any manner  whatsoever,  in whole or in part,  except as
expressly  agreed  in  writing  by  the  Purchaser,   any  and  all  Proprietary



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Information of Purchaser and its Affiliates  (including  information,  knowledge
and data related to the Business after the Principal Closing) for the benefit of
Sellers or any third party (including without limitation any Person described in
Section  5.14.3(b) or (c), or any division,  department or unit thereof,  to the
extent such  Person,  division,  department  or unit  engages in any  Prohibited
Services) or for any purpose other than in connection  with the  consummation of
the transactions  contemplated hereby or by the Related Agreements, in each case
by using the standard of care set forth in Section 5.14.11 below.  Sellers shall
inform all of its  Representatives and shall cause its Representatives to inform
its  Representatives  who  receive  Proprietary  Information  hereunder,  of the
confidential nature of such information, as well as the terms of this Agreement.
Sellers shall cause its  Representatives  to comply with all terms,  conditions,
restrictions  and  limitations  of this Agreement as if they were direct parties
hereto,  and Sellers  shall be  responsible  for any breach of the terms of this
Agreement by any Seller or its Representatives.

         5.14.10  CONFIDENTIALITY OF INFORMATION OF SELLERS.  From and after the
date hereof,  Purchaser  shall,  and shall cause its  respective  Affiliates and
Representatives  to, treat as  confidential  and  safeguard,  and not to use (or
disclose or reveal to any other Person  except its own  Representatives  who are
necessary  in  consummating  the  transactions  contemplated  herein  and in the
Related  Agreements) in any manner  whatsoever,  in whole or in part,  except as
expressly  agreed in writing by UBOC,  any and all  Proprietary  Information  of
Sellers and its Affiliates (including information, knowledge and data related to
the Business  prior to the  Principal  Closing) for the benefit of itself or any
third party or for any purpose other than in connection with the consummation of
the transactions  contemplated hereby or by the Related Agreements, in each case
by using the  standard  of care set forth in Section  5.14.11  below.  Purchaser
shall inform all of its  Representatives  and shall cause its Representatives to
inform its Representatives who receive Proprietary Information hereunder, of the
confidential nature of such information, as well as the terms of this Agreement.
Purchaser shall cause its Representatives to comply with all terms,  conditions,
restrictions  and  limitations  of this Agreement as if they were direct parties
hereto,  and Purchaser  shall be responsible for any breach of the terms of this
Agreement by it or its Representatives.

         5.14.11 DEGREE OF CARE FOR CONFIDENTIAL INFORMATION.  In complying with
the obligations of Section 5.14.9 and Section 5.14.10, each Party shall exercise
the  same  degree  of care  that it uses to  protect  its own  confidential  and
proprietary  information of similar nature and importance  (but in no event less
than reasonable care) to protect the  confidentiality and avoid the unauthorized
use,  disclosure,  publication or dissemination of the Proprietary  Information.
Each Party shall not,  and shall cause its  Representatives  not to,  decompile,
disassemble  or  otherwise  reverse  engineer  (except to the  extent  expressly
permitted by applicable  law,  notwithstanding  a contractual  obligation to the
contrary) any Proprietary  Information or any portion  thereof,  or determine or
attempt to determine any source code, algorithms, methods or techniques embodied
in any Proprietary  Information or any portion thereof. Each Party shall not use
Proprietary Information for any purpose or in any manner that would constitute a
violation of any laws or regulations,  including  without  limitation the export
control laws of the United States.

         5.14.12   EXCEPTIONS   TO   CONFIDENTIALITY:    REQUIRED   DISCLOSURES.
Notwithstanding  the  provisions  of Section  5.14.9 and  Section  5.14.10,  the
confidentiality  obligations  therein contained shall not extend to information,
knowledge or data that (i) is or becomes generally available to the public other
than as a result of any  disclosure  or other  action or  inaction by a Party in
breach of this  Agreement  (including any disclosure or other action or inaction
by the Affiliates or  Representatives  of a Party that could constitute a breach
of this  Agreement  if  undertaken  by any  Party  itself);  (ii) is or  becomes
rightfully known to a Party or its Representatives from a Person (other than the
other  Party or any of its  Representatives)  that is not known by such Party to
owe a duty of  confidentiality  to the other Party or its  Representatives  with
respect to such  information,  knowledge or data;  or (iii) is or was already in
the  possession  of,  or is  or  becomes  known  to,  a  Party  or  any  of  its
Representatives  prior to any  discussions  between the Parties  relating to the
transactions contemplated by this Agreement or is or was independently developed
by a Party or any of its  Representatives  without  violation of any  obligation
under this  Agreement.  In the event that a Party or any




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of its Representatives are requested pursuant to, or required by, applicable law
or  regulation  or by  legal  process  to  disclose  any  such  confidential  or
Proprietary  Information,  knowledge or data, such Party shall provide the other
Party with prompt  written  notice of such  request or  requirement  in order to
enable  the other  Party (a) to seek an  appropriate  protective  order or other
remedy,  (b) to  consult  with such Party to the  extent  permitted  by law with
respect to taking  steps to resist or narrow the scope of such  request or legal
process or (c) to waive compliance,  in whole or in part, with the terms of this
Agreement.  In the  event  that  such  protective  order or other  remedy is not
obtained,  or the other Party waives  compliance,  in whole or in part, with the
terms of this Agreement, such Party or its Representatives,  as the case may be,
shall   disclose  only  that  portion  of  such   confidential   or  Proprietary
Information,  knowledge  or data which such  Party (or such  Representative)  is
legally  required to disclose and shall exercise its reasonable  best efforts to
obtain confidential treatment for such confidential or Proprietary  Information,
knowledge or data so disclosed.

         5.14.13  NO  REPRESENTATIONS  AND  WARRANTIES   REGARDING   PROPRIETARY
INFORMATION.  Subject  to the terms and  conditions  of this  Agreement  and the
Related  Agreements and without prejudice thereto,  the Parties  acknowledge and
agree that  neither they nor their  Representatives  make any express or implied
representation or warranty as to the completeness of any Proprietary Information
provided  to the other Party or any use  thereof.  Each Party  hereby  expressly
disclaims   all  such   warranties,   including   any  implied   warranties   of
merchantability  and  fitness for a  particular  purpose,  non-infringement  and
accuracy,  and any warranties  arising out of course of  performance,  course of
dealing  or usage of trade.  Each  Party  shall not be  entitled  to rely on the
completeness  of any Proprietary  Information  from the other Party but shall be
entitled to rely solely on such  representations  and  warranties  regarding the
completeness of the Proprietary Information as may be made in this Agreement and
the Related Agreements.

5.15     Privileged Information

         5.15.1 PRIVILEGED DOCUMENTS IN BOOKS AND RECORDS. Sellers and Purchaser
acknowledge and agree that the Books and Records presently may contain documents
that are  subject to  privilege  of Sellers  or their  Subsidiaries,  based upon
attorney work product or confidential attorney-client communication ("Privileged
Documents") and may in the future contain Privileged Documents of Purchaser, and
that  there is no  intention  to waive any such  privilege  notwithstanding  the
transfer of  possession  of the Books and Records to Purchaser  pursuant to this
Agreement  or the  implementation  of the  procedures  described in this Section
5.15.

                (a)  Purchaser  shall  notify  UBOC of any third  party claim or
                     commencement  of any third  party  litigation  or any third
                     party discovery request related to the Business arising out
                     of Sellers' conduct up to and including the Effective Time.
                     UBOC  thereupon  shall  have the right to review  the files
                     involved in such claim or litigation, to instruct Purchaser
                     to segregate  into separate  files any documents  that UBOC
                     determines,   in  its  sole   discretion,   are  Privileged
                     Documents  from the files,  and to make and take  copies of
                     any  such  Privileged  Documents;  PROVIDED  THAT  any such
                     review and  segregation  shall not  unreasonably  interfere
                     with Purchaser's  business  operations or the management of
                     the Business. Purchaser also may segregate any documents it
                     determines,  in its sole  discretion,  are  subject  to the
                     privilege of Purchaser.  UBOC will furnish Purchaser with a
                     "privilege  log" of all such documents  identified by it as
                     Privileged Documents.

                (b)  Subject to applicable Legal  Requirements  (with respect to
                     the  interpretation of which Purchaser shall be entitled to
                     rely on the  advice of its  counsel),  Purchaser  shall not
                     turn over or make  available any documents in any Books and
                     Records  affected  by any such claim or  litigation  to any
                     third




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<PAGE>

                     party  in  connection   therewith  until  UBOC  has  had  a
                     reasonable  opportunity  to complete its review as provided
                     in Section 5.17.1(a). In addition, Purchaser shall not turn
                     over  any  documents   identified  by  UBOC  as  Privileged
                     Documents to any third party without having obtained UBOC's
                     written  consent unless required to do so pursuant to valid
                     legal process (with respect to the  interpretation of which
                     Purchaser  shall be  entitled  to rely on the advice of its
                     counsel).

         5.15.2 SELLERS PRIVILEGED INFORMATION.  In the event any document which
is part of the  Excluded  Assets  for  which  Sellers  could  assert  a claim of
attorney-client privilege comes into the possession of or is otherwise disclosed
to Purchaser,  Purchaser  agrees that,  except in  connection  with any claim by
Purchaser  against Sellers or any of their  Affiliates,  (a) such disclosure was
inadvertent  and is not a waiver of any  privilege  by  Sellers,  (b) subject to
applicable  Legal  Requirements  (with  respect to the  interpretation  of which
Purchaser  shall be  entitled to rely on the advice of its  counsel),  Purchaser
will not share such document with any Governmental  Authority or third party and
(c)  Purchaser  will  promptly  return such  document  whenever  found or at the
request of UBOC.

5.16     RESERVED.

5.17 UPDATED  SCHEDULES.  At least three (3) Business Days prior to each Closing
Date,  Sellers shall provide  Purchaser with updates of those Schedules that are
permitted to be "Updated as of the Closing" in accordance with the terms hereof.
Sellers will  supplement  or amend the  applicable  Schedules as of a Closing in
accordance  with the terms hereof with respect to any matter  hereafter  arising
which, if existing or occurring at or prior to the date of this Agreement, would
have been  required  to be set forth or  described  in such  Schedule  or in any
representation  and  warranty  made by Sellers  which  would have been  rendered
inaccurate  by  the  failure  to  supplement  or  amend  the   Schedules.   Such
supplemental  and/or amended Schedules shall be deemed to amend and restate such
original  Schedules  in their  entirety as of the Closing  with effect as of the
date of such Closing or such  Effective  Time and shall modify  accordingly  the
representations,  warranties  and  covenants  made in this  Agreement as of such
time;  provided,  however,  such supplemented and/or amended Schedules (i) shall
not  qualify,  or cure any breach of or  inaccuracy  in, any  representation  or
warranty in this Agreement made by Sellers on or as of the date hereof, and (ii)
shall  not be  taken  into  account  for  purposes  of  Section  6.1.1  and  the
certificate to be delivered thereunder.

5.18 SECTION  314(B) OF THE PATRIOT ACT.  Purchaser and UBOC desire to transmit,
receive or otherwise share information with one another  regarding  individuals,
entities,  organizations,  and countries for purposes of identifying  and, where
appropriate,  reporting  activities  that either  suspects may involve  possible
terrorist activity or money laundering, as contemplated by Section 314(b) of the
USA PATRIOT Act and 31 C.F.R. ss. 103.110 (together,  "Section  314(b)").  As of
the date hereof,  each of  Purchaser  and UBOC  represents  and warrants to, and
covenants with, the other that (i) it is a "financial  institution" as such term
is defined in 31 CFR  103.110(a)(2),  (ii) it has filed a notification  with the
Financial  Crimes  Enforcement  Network of the United  States  Department of the
Treasury that it intends to engage in the sharing of information  with the other
regarding individuals,  entities,  organizations, and countries, as permitted by
Section  314(b),  and will renew  such  notification  so that such  notification
continues in effect throughout the period that this Agreement remains in effect,
(iii) each of Purchaser  and UBOC has  established  and will  maintain  adequate
procedures to safeguard the security and  confidentiality  of such  information,
and (iv)  information  received by Purchaser and UBOC pursuant to Section 314(b)
will  not be used  for  any  purpose  other  than  (x)  identifying  and,  where
appropriate,  reporting  on  activities  that  may  involve  terrorist  or money
laundering  activities,  (y)  determining  whether to  establish  or maintain an
account or to engage in a  transaction,  or (z) assisting in complying  with the
requirements of the Bank Secrecy Act and its implementing regulations.  From and
after  the  date  hereof  until  the  Sellers'  Shutdown  Date,  to  the  extent
permissible under Legal  Requirements,  Sellers shall transmit to and share with
Purchaser  all  information  Sellers  obtain with




                                       50
<PAGE>

respect to any Customer  that  indicates  or suggest  that such  Customer may be
involved,  or in the past may have been  involved,  in any  terrorist  activity,
terrorist financing or money laundering.

5.19     [Reserved]

5.20 NON-DISCLOSURE  AGREEMENTS.  From and after the Closing, UBOC shall enforce
in a commercially  reasonable  manner, and shall cause its Affiliates to enforce
in a  commercially  reasonable  manner,  for  the  benefit  of  Purchaser,  each
non-disclosure  or  confidentiality  Contract  entered into by Sellers or any of
their Affiliates with respect to any prospective purchaser of all or any portion
of the  Business,  in  each  case  to the  fullest  extent  permitted  by  Legal
Requirements and the terms and conditions of such Contracts.

5.21     Option to Acquire Certain Assets.

         5.21.1 Prior to the Principal Closing Date, Purchaser may elect, in its
sole  discretion,  to acquire,  for Book  Value,  any or all PEFCO stock that is
related to the Business.  In such event,  Purchaser shall notify Sellers of such
election not less than two (2) Business Days prior to the Principal Closing Date
and as of the  Principal  Closing  such assets  shall be deemed to be  Purchased
Assets.

         5.21.2  Prior  to March  31,  2006,  Purchaser  may  elect,  in it sole
discretion,  to acquire any or all  Contracts of Sellers  primarily  related to,
primarily  used in or  primarily  held for use in the  Business  other  than (i)
Contracts  with  Affiliates  of  Sellers,  (ii) this  Agreement  and the Related
Agreements,  (iii) Business Leases, (iv) Contracts with professional advisors to
Sellers (including accountants,  counsel,  compensation consultants,  investment
bankers  and  other  consultants);  (iii)  Employee  Plans  or  Contracts;  (iv)
Contracts  constituting  Risk Asset  Documents  (which  shall be governed by the
terms  of  the  Risk  Participation  Agreement);  (v)  Contracts  evidencing  or
memorializing  deposits  or  Contingent  Risk  Liabilities;  (vi) any  Contracts
governed by Section  5.23;  or (vii)  Contracts set forth on SCHEDULE 3.8 (other
than  Sellers'  Contracts  with  Cognizant  and TATA  America  specified on such
SCHEDULE  3.8). In such event,  Purchaser  shall notify Sellers of such election
not less than two (2)  Business  Days prior to the Closing  Date of the Business
Unit  associated with such Contracts and as of such Closing such assets shall be
deemed to be Purchased Assets. In the event that any such Contracts are included
in the Purchased Assets pursuant to this Section 5.21.2,  Purchaser shall pay to
Sellers  (or, to the extent that the net Book Value is negative,  Sellers  shall
pay to Purchaser)  the Book Value thereof (to the extent any Book Value has been
assigned  to  any  such  assets)   consistent   with  the  formulation  for  the
consideration to be paid for any Purchased Assets.

5.22     Risk Participation Assets.

5.22.1 At least two (2)  Business  Days  prior to the  Principal  Closing  Date,
Purchaser   shall  deliver  to  Sellers  a  copy  of  Schedule  A  to  the  Risk
Participation Agreement.

5.22.2  Neither  this  Agreement  nor the  Risk  Participation  Agreement  shall
restrict  Sellers  from taking any actions  after March 31, 2006 with respect to
their Risk  Assets  that are not Risk  Participation  Assets or  Converted  Risk
Assets (as defined in the Risk Participation Agreement).

5.23     IT ASSETS.

         5.23.1  Prior to March  31,  2006,  Purchaser  may  elect,  in its sole
discretion,  to  acquire  any or all of the  Business  IT  Assets  and  Business
Intellectual Property Contracts.  In such event,  Purchaser shall notify Sellers
of such  election not less than two (2) Business  Days prior to the Closing Date
of the  Business  Unit using such  Business IT Assets or  Business  Intellectual
Property  Contracts  and as of such  Closing  such assets  shall be deemed to be
Purchased Assets.



                                       51
<PAGE>


         5.23.2 In the  event  that any  Business  IT  Assets  and any  Business
Intellectual  Property  Contracts  related thereto are included in the Purchased
Assets pursuant to Section 5.23.1:

                (a)  Purchaser  shall pay the Book Value  thereof (to the extent
                     any Book  Value  has  been  assigned  to any  such  assets)
                     consistent with the formulation for the consideration to be
                     paid for any Purchase Assets;

                (b)  Purchaser shall  reimburse  Sellers for any reasonable fees
                     payable  by  Sellers  to any  third  party  to  obtain  any
                     approval or consent required to be obtained from such third
                     party in order for the  transfer of the  Business IT Assets
                     by Sellers to Purchaser to be effective;

                (c)  Purchaser  hereby  grants to Sellers  and their  Affiliates
                     irrevocable,    non-exclusive,   worldwide,   royalty-free,
                     non-transferable right and license (to the extent Purchaser
                     has the right to grant sublicenses) to use such Business IT
                     Assets and Business Intellectual Property Contracts, solely
                     to the  extent,  and for the  time  period,  necessary  for
                     Sellers and their  Affiliates  to conduct  the  Business as
                     conducted  through the relevant  Business  Unit pursuant to
                     the  Conversion  Protocols,  for the  wind-down of Sellers'
                     Business  operations  (including  with  respect to Excluded
                     Accounts),  for  maintenance  of  records  with  respect to
                     discontinued  Business operations and for use in connection
                     with operations that do not constitute Prohibited Services;
                     and.

                (d)  Notwithstanding  any  other  provision  of this  Agreement,
                     Sellers and their Affiliates  shall not sublicense,  assign
                     or transfer (by  operation of law or otherwise  except as a
                     result of any merger, consolidation or other acquisition of
                     Sellers or any of their  Affiliates) to any third party, or
                     otherwise provide any benefit to any third party utilizing,
                     any  Excluded   Business  IT  Asset  or  Excluded  Business
                     Intellectual Property Contract.

                                   ARTICLE VI

                     CONDITIONS PRECEDENT TO THE OBLIGATION
                              OF PURCHASER TO CLOSE

6.1  CONDITIONS  PRECEDENT  TO  PRINCIPAL  CLOSING.  Notwithstanding  any  other
provision of this Agreement,  Purchaser's obligation to consummate the Principal
Closing is subject to the fulfillment on or prior to the Principal  Closing Date
of the  following  conditions,  any  one or  more  of  which  may be  waived  by
Purchaser.

         6.1.1  REPRESENTATIONS,  WARRANTIES AND COVENANTS.  The representations
and  warranties  of  Sellers  contained  in  this  Agreement,   other  than  the
representations  and warranties of Sellers  contained in Sections 3.1, 3.2, 3.3,
3.4 and 3.19,  shall be true and correct on the date of this Agreement and as of
the  Principal  Closing  with the same force and effect as though made as of the
Principal Closing,  except that any such representations and warranties that are
given as of a particular  date and relate solely to a particular  date or period
shall be true and correct as of such date or period, and except when the failure
to be true and correct  (without regard to any materiality  qualifiers  therein)
would not,  individually  or in the  aggregate,  be reasonably  likely to have a
Material Adverse Effect. The representations and warranties of Sellers contained
in  Sections  3.1,  3.2,  3.3,  3.4 and 3.19  shall be true and  correct  in all
respects on the date of this Agreement and as of the Principal  Closing with the
same force and effect as though made as of the Principal Closing.  Sellers shall
have  performed  and complied in all material  respects  with the  covenants and
agreements  required




                                       52
<PAGE>

by this Agreement to be performed or complied with by Sellers on or prior to the
Principal  Closing.  On the Principal Closing Date, Sellers shall have delivered
to Purchaser a  certificate  dated the Principal  Closing Date,  and signed by a
senior  officer of each Seller,  to the effect that the  conditions set forth in
this Section 6.1.1 have been satisfied.

         6.1.2 RELATED  AGREEMENTS.  The Related Agreements  required by Section
2.7 with  respect to the  Principal  Closing  shall have been duly  executed and
delivered  by  Sellers  on or  prior to the  Principal  Closing  Date,  and such
agreements  shall be in full force and effect with  respect to Sellers as of the
Principal Closing.

         6.1.3  APPROVALS AND CONSENTS.  All  approvals and  authorizations  of,
filings and registrations  with,  notifications to and all other transactions by
or in respect  of, any  Governmental  Authority  with  respect to the  Principal
Business  Unit and  described on SCHEDULE  3.19 and SCHEDULE 4.5 shall have been
obtained or made and shall be in full force and effect, in each case without any
conditions,  restrictions  or  limitations  which in the aggregate  would have a
Material  Adverse  Effect on the  Business or have a  Substantial  Detriment  on
Purchaser,  and all applicable  waiting periods for the Principal  Closing under
any federal,  state or foreign  jurisdiction  statute or  regulation  shall have
expired or been terminated.  The approvals and consents of any Person other than
a Governmental  Authority with respect to the Principal  Business Unit set forth
on SCHEDULE 3.19 and SCHEDULE 4.5 shall have been  received or deemed  received,
in each case  without any  unreceived  approvals  or  consents,  or  conditions,
restrictions  or limitations  imposed on such  consents,  which in the aggregate
would have a Material Adverse Effect on the Business;  PROVIDED,  HOWEVER, that,
if  Sellers  cannot  obtain  any  such  consent  from  a  Person  other  than  a
Governmental  Authority,  Sellers  shall  have  the  option  to  carry  out  the
arrangements specified in Section 5.10.2 in accordance therewith, in which event
the condition contained in this Section 6.1.4 shall be deemed satisfied.

         6.1.4  INJUNCTION  AND  LITIGATION.  There  shall not be in effect  any
injunction,  writ,  preliminary  restraining  order or other order issued by any
court of competent  jurisdiction  directing  that the  Principal  Closing not be
consummated  as herein or therein  provided,  and there  shall not be pending or
threatened  in writing  any action by any  Governmental  Authority  for any such
judicial or administrative relief.

         6.1.5 MATERIAL ADVERSE EFFECT.  Since the date hereof,  there shall not
have been any change,  event or circumstance  with respect to the Business which
is a Material Adverse Effect.

6.2  CONDITIONS  PRECEDENT TO  SUBSEQUENT  CLOSINGS.  Notwithstanding  any other
provision of this Agreement,  Purchaser's  obligation to consummate each Closing
(other than the Principal  Closing) is subject to the fulfillment on or prior to
the Closing Date for each such other  Closing of the following  conditions,  any
one or more of which may be waived by Purchaser.

         6.2.1  PRINCIPAL  CLOSING.   The  Principal  Closing  shall  have  been
consummated.

         6.2.2  COVENANTS.  Sellers  shall have  performed  and  complied in all
material  respects with the covenants and  agreements of Article II with respect
to such Closing  required by this  Agreement to be performed or complied with by
Sellers  on or prior to such  Closing  Date.  On the  applicable  Closing  Date,
Sellers shall have delivered to Purchaser a certificate dated such Closing Date,
and signed by a senior officer of each Seller, to the effect that the conditions
set forth in this Section 6.2.2 have been satisfied.

         6.2.3 RELATED  AGREEMENTS.  The Related Agreements  required by Section
2.7 with respect to such Closing  shall have been duly executed and delivered by
Sellers on or prior to the Closing Date therefor,  and such agreements  shall be
in full force and effect with respect to Sellers as of such Closing.



                                       53
<PAGE>


         6.2.4  APPROVALS AND CONSENTS.  All  approvals and  authorizations  of,
filings and registrations  with,  notifications to and all other transactions by
or in respect of, any  Governmental  Authority with respect to the Business Unit
which is the subject of such Closing described on SCHEDULE 3.19 and SCHEDULE 4.5
shall have been obtained or made and shall be in full force and effect,  in each
case without any conditions,  restrictions or limitations which in the aggregate
would have a Material Adverse Effect on the Business, and all applicable waiting
periods  for such  Closing  under any  federal,  state or  foreign  jurisdiction
statute or regulation shall have expired or been  terminated.  The approvals and
consents of any Person other than a  Governmental  Authority with respect to the
Business  Unit which is the subject of such  Closing set forth on SCHEDULE  3.19
and  SCHEDULE  4.5 shall have been  received  or deemed  received,  in each case
without any unreceived  approvals or consents,  or conditions,  restrictions  or
limitations  imposed  on such  consents,  which in the  aggregate  would  have a
Material  Adverse Effect on the Business;  PROVIDED,  HOWEVER,  that, if Sellers
cannot  obtain  any  such  consent  from a  Person  other  than  a  Governmental
Authority, Sellers shall have the option to carry out the arrangements specified
in  Section  5.10.2  in  accordance  therewith,  in which  event  the  condition
contained in this Section 6.2.4 shall be deemed satisfied.

         6.2.5  INJUNCTION  AND  LITIGATION.  There  shall not be in effect  any
injunction,  writ,  preliminary  restraining  order or other order issued by any
court of competent  jurisdiction  directing that such Closing not be consummated
as herein or therein  provided,  and there shall not be pending or threatened in
writing  any  action by any  Governmental  Authority  for any such  judicial  or
administrative relief.

6.3 SUBSEQUENT  CLOSINGS.  Purchaser  acknowledges  and agrees that each Closing
after the Principal  Closing shall occur once the conditions in Section 6.2 with
respect to such Closing are satisfied,  and Purchaser shall not delay or prevent
such Closing  regardless  of any breach or default  under this  Agreement or any
Related  Agreement  (other  than a failure to satisfy  the  conditions  for such
Closing  set forth in Section  6.2) and  regardless  of any event or  condition,
whether or not constituting a Material Adverse Effect, that may have occurred on
or prior to such Closing.  Purchaser agrees that the conditions for each Closing
(other  than the  Principal  Closing)  shall not  include  the  accuracy  of the
representations  and warranties  made by Sellers and/or the compliance  with the
covenants  undertaken  by  Sellers  set forth  herein  (other  than a failure to
satisfy the  conditions  for such  Closing  set forth in Section  6.2) or in any
Related  Agreement  or the absence of any  change,  event or  circumstance  with
respect to the Business which is a Material Adverse Effect.

                                  ARTICLE VII

                     CONDITIONS PRECEDENT TO THE OBLIGATION
                               OF SELLERS TO CLOSE

7.1  CONDITIONS  PRECEDENT  TO  PRINCIPAL  CLOSING.  Notwithstanding  any  other
provision of this  Agreement,  Sellers'  obligation to consummate  the Principal
Closing is subject to the fulfillment on or prior to the Principal  Closing Date
of the following conditions, any one or more of which may be waived by UBOC.

         7.1.1  REPRESENTATIONS,  WARRANTIES AND COVENANTS.  The representations
and  warranties  of  Purchaser  contained  in this  Agreement  shall be true and
correct on the date of this Agreement and on the Principal Closing Date with the
same force and effect as though made as of the  Principal  Closing,  except that
any such  representations  and warranties that are given as of a particular date
and relate solely to a particular date or period shall be true and correct as of
such date or  period,  and  except  where  the  failure  to be true and  correct
(without regard to any materiality  qualifiers therein) would not,  individually
or in the aggregate,  impair the ability of Purchaser to perform its obligations
under this Agreement and the Related Agreements.  Purchaser shall have performed
and complied in all material respects with the covenants and agreements required
by this  Agreement to be performed or complied  with by Purchaser on or prior to
the Principal Closing Date. Purchaser shall have delivered to UBOC a certificate
dated the Principal  Closing Date,  and




                                       54
<PAGE>

signed by a senior  officer of Purchaser,  to the effect that the conditions set
forth in this Section 7.1.1 have been satisfied.

         7.1.2 RELATED  AGREEMENTS.  The Related Agreements  required by Section
2.7 with respect to the  Principal  Closing to which  Purchaser is a Party shall
have been duly  executed and delivered by Purchaser on or prior to the Principal
Closing Date and such agreements  shall be in full force and effect with respect
to Purchaser as of the Principal Closing.

         7.1.3  APPROVALS AND CONSENTS.  All  approvals and  authorizations  of,
filings and registrations  with,  notifications to and all other transactions by
or in respect  of, any  Governmental  Authority  with  respect to the  Principal
Business  Unit and  described on SCHEDULE  3.19 and SCHEDULE 4.5 shall have been
obtained or made and shall be in full force and effect, in each case without any
conditions,  restrictions or limitations which in the aggregate would materially
impair the ability of Purchaser to perform its obligations  under this Agreement
and the Related Agreements or have a Substantial  Detriment on Sellers,  and all
applicable waiting periods for the Principal Closing under any federal, state or
foreign   jurisdiction   statute  or  regulation  shall  have  expired  or  been
terminated.  The approvals and consents of any Person other than a  Governmental
Authority with respect to the Principal Business Unit set forth on SCHEDULE 3.19
and  SCHEDULE  4.5 shall have been  received  or deemed  received,  in each case
without any unreceived  approvals or consents,  or conditions,  restrictions  or
limitations  imposed on such consents,  which in the aggregate would  materially
impair the ability of Purchaser to perform its obligations  under this Agreement
and the Related Agreements.

         7.1.4  INJUNCTION  AND  LITIGATION.  There  shall not be in effect  any
injunction,  writ,  preliminary  restraining  order or other order issued by any
court of competent  jurisdiction  directing  that the  Principal  Closing not be
consummated  as herein or therein  provided,  and there  shall not be pending or
threatened  in writing  any action by any  Governmental  Authority  for any such
judicial or administrative relief.

7.2  CONDITIONS  PRECEDENT TO  SUBSEQUENT  CLOSINGS.  Notwithstanding  any other
provision of this  Agreement,  Sellers'  obligation to  consummate  each Closing
(other than the Principal  Closing) is subject to the fulfillment on or prior to
the Closing Date for each such other  Closing of the following  conditions,  any
one or more of which may be waived by UBOC.

         7.2.1  PRINCIPAL  CLOSING.   The  Principal  Closing  shall  have  been
consummated.

         7.2.2  COVENANTS.  Purchaser  shall have  performed and complied in all
material  respects with the covenants and  agreements of Article II with respect
to such Closing  required by this  Agreement to be performed or complied with by
Purchaser on or prior to such Closing  Date.  On the  applicable  Closing  Date,
Purchaser shall have delivered to Sellers a certificate dated such Closing Date,
and signed by a senior  officer of Purchaser,  to the effect that the conditions
set forth in this Section 7.2.2 have been satisfied.

         7.2.3 RELATED  AGREEMENTS.  The Related Agreements  required by Section
2.7 with respect to the Closing  shall have been duly  executed and delivered by
Purchaser on or prior to the Closing Date, and such agreements  shall be in full
force and effect with respect to Purchaser as of the Closing.

         7.2.4  APPROVALS AND CONSENTS.  All  approvals and  authorizations  of,
filings and registrations  with,  notifications to and all other transactions by
or in respect of, any  Governmental  Authority with respect to the Business Unit
which is the subject of such Closing and described on SCHEDULE 3.19 and SCHEDULE
4.5 shall have been  obtained or made and shall be in full force and effect,  in
each case  without  any  conditions,  restrictions  or  limitations  which would
materially impair the ability of Purchaser to perform its obligations under this
Agreement and the Related  Agreements,  and all applicable  waiting  periods for
such  Closing  under any  federal,  state or  foreign  jurisdiction  statute  or
regulation shall have expired or been terminated.  The approvals and consents of
any Person other than a Governmental Authority with respect to




                                       55
<PAGE>

the  Business  Unit which is the  subject of such  Closing set forth on SCHEDULE
3.19 and SCHEDULE 4.5 shall have been received or deemed received,  in each case
without any unreceived  approvals or consents,  or conditions,  restrictions  or
limitations imposed on such consents,  which would materially impair the ability
of Purchaser to perform its  obligations  under this  Agreement  and the Related
Agreements.

         7.2.5  INJUNCTION  AND  LITIGATION.  There  shall not be in effect  any
injunction,  writ,  preliminary  restraining  order or other order issued by any
court of competent  jurisdiction  directing that such Closing not be consummated
as herein or therein  provided,  and there shall not be pending or threatened in
writing  any  action by any  Governmental  Authority  for any such  judicial  or
administrative relief.

7.3 SUBSEQUENT  CLOSINGS.  Sellers acknowledge and agree that each Closing after
the  Principal  Closing  shall  occur once the  conditions  in  Section  7.2 are
satisfied and Sellers shall not delay or prevent such Closing  regardless of any
breach or default under this  Agreement or any Related  Agreement  (other than a
failure to satisfy the  conditions  for such Closing set forth in Section  7.2).
Sellers  agree that the  conditions  for each Closing  (other than the Principal
Closing)  shall not include the accuracy of the  representations  and warranties
made by  Purchaser  and/or  the  compliance  with the  covenants  undertaken  by
Purchaser set forth herein (other than a failure to satisfy the  conditions  for
such Closing set forth in Section 7.2) or in any Related Agreement.

                                  ARTICLE VIII

                                   TAX MATTERS

8.1 POST-CLOSING ACCESS TO RECORDS;  COOPERATION.  After the Principal Effective
Time, UBOC and Purchaser will each afford (or cause its respective Affiliates to
afford) to the other or to such  other's  representatives  or agents  reasonable
access during normal business hours (on terms not unreasonably disruptive to the
business,  operations  or  employees  of the Party or Parties of which access is
sought) to the records and all other data and information relating to Taxes with
respect to the  Business  pertaining  to taxable  years or periods  ending at or
prior to the Principal Effective Time and to Sellers'  employees,  the Accepting
Employees or such other employees  providing services in respect of the Business
and auditors for the purpose of obtaining  information relating to Taxes, to the
extent such access is reasonably necessary:  (i) to prepare and complete any Tax
Returns required to be made hereunder; (ii) to prosecute or defend litigation or
administrative controversies controlled by Sellers or Purchaser, as the case may
be, under Section 8.2 of this Agreement;  and (iii) to comply with requests made
by any Tax Authority  conducting an audit,  investigation or inquiry relating to
Sellers'  activities.  After the Principal Closing,  Purchaser and Sellers agree
(i) to retain all books and records with respect to Tax matters pertinent to the
Business  relating to any Tax period  beginning  before the Principal  Effective
Time until the  expiration  of the statute of  limitations  (and,  to the extent
notified by Purchaser or UBOC,  any  extensions  thereof) of the  respective Tax
periods,  and to abide by all record retention  agreements entered into with any
Governmental  Authority;  and (ii) to give the  other  Party  hereto  reasonable
written  notice prior to  transferring,  destroying or discarding any such books
and records  and, if the other Party so requests,  Purchaser or Sellers,  as the
case may be, shall allow the other Party hereto to take possession of such books
and records.

8.2      Allocation of Taxes; Tax Returns

                (a)  Notwithstanding  any Legal  Requirements or anything herein
                     to the  contrary,  each of Purchaser  and Sellers  shall be
                     responsible  for and shall pay fifty  percent  (50%) of any
                     Transfer  Taxes  when  due,  Purchaser  shall,  at its  own
                     expense,   file  all   necessary   Tax  Returns  and  other
                     documentation  with  respect  to all such  Transfer  Taxes;
                     PROVIDED,   HOWEVER,   that,   if  required  by  any




                                       56
<PAGE>

                     Legal  Requirement,  Sellers will join  in the execution of
                     any such Tax Returns and other documentation.

                (b)  Sellers  shall be  responsible  for,  shall  pay and  shall
                     indemnify Purchaser for any Taxes arising or resulting from
                     or in connection  with the conduct of each Business Unit or
                     the ownership of the Purchased Assets of such Business Unit
                     attributable to the Pre-Closing Period applicable  thereto.
                     Purchaser  shall be  responsible  for,  shall pay and shall
                     indemnify Seller for any Taxes arising or resulting from or
                     in connection with the conduct of each Business Unit or the
                     ownership of the  Purchased  Assets of such  Business  Unit
                     attributable to the Post-Closing Period applicable thereto.

                (c)  Where it is necessary to apportion  between  Purchaser  and
                     Sellers the Tax liability for a period which  includes both
                     Pre-Closing   Periods  and   Post-Closing   Periods,   such
                     liability shall be apportioned between the period deemed to
                     end on the day of the Effective  Time of such Closing,  and
                     the  period  deemed  to begin at the  beginning  of the day
                     following the  Effective  Time of such Closing on the basis
                     of an  interim  closing  of the  books,  except  that Taxes
                     (including but not limited to real property  Taxes) imposed
                     on a periodic basis shall be allocated on a daily basis.

                (d)  Sellers  shall  prepare  and file all Tax  Returns for each
                     Business Unit to be filed on or before the  Effective  Time
                     for the Closing  applicable  to such  Business Unit and all
                     Tax Returns to be filed after a Closing for the Pre-Closing
                     Period  applicable  thereto  Except  as  set  forth  in the
                     preceding sentence, Purchaser shall prepare all Tax Returns
                     for each Business Unit due to be filed after the applicable
                     Closing  therefor.  Taxes due on any such Tax Returns shall
                     be paid pursuant to the other provisions of this Agreement.

8.3  ADDITIONAL  TAX  MATTERS.  Except as  necessary  to  comply  with any Legal
Requirement,  the Parties shall treat the Purchased Assets and the Business of a
Business  Unit as  transferred  to  Purchaser  as of the  Effective  Time of the
Closing  therefor.  The  Parties  shall  report  the  purchase  and  sale of the
Purchased Assets and the Business  consistently for Tax purposes pursuant to the
terms of this Section 8.3.

8.4  SURVIVAL.  Notwithstanding  any other  provision  of this  Agreement,  each
provision  of  this  Article  VIII  shall  survive  the  Principal  Closing  and
subsequent  Closings to the survival of the  applicable  statute of  limitations
with respect to such provision.

                                   ARTICLE IX

                                   TERMINATION

9.1 TERMINATION.  This Agreement may be terminated with the effects described in
Section 9.2 hereof at any time prior to the Principal Closing Date:

                (a)  by mutual agreement of Purchaser and UBOC;

                (b)  by Purchaser if any  condition  set forth in Section  6.1.1
                     becomes  incapable  of  satisfaction  as of  the  Principal
                     Closing  (other  than as a result of a breach or default by
                     Purchaser  in its  representations  and  warranties  or the



                                       57
<PAGE>

                     performance of its obligations hereunder), except for those
                     conditions  which, by their nature,  are to be satisfied as
                     of the Principal Closing;  provided that noncompliance with
                     covenants as set forth in Section 6.1.1. shall not serve as
                     the basis for  termination  unless  such  noncompliance  is
                     incapable of being cured as of the Principal Closing or has
                     continued  without  cure for a period of thirty  days after
                     notice thereof by Purchaser to UBOC;

                (c)  by UBOC if any condition set forth in Section 7.1.1 becomes
                     incapable  of  satisfaction  as of  the  Principal  Closing
                     (other  than as a result  of a  breach  or  default  by any
                     Seller  in  its   representations  and  warranties  or  the
                     performance of its obligations hereunder), except for those
                     conditions  which, by their nature,  are to be satisfied as
                     of the Principal Closing;  provided that noncompliance with
                     covenants as set forth in Section 7.1.1. shall not serve as
                     the basis for  termination  unless  such  noncompliance  is
                     incapable of being cured as of the Principal Closing or has
                     continued  without  cure for a period of thirty  days after
                     notice thereof by UBOC to Purchaser;

                (d)  by Purchaser if, subsequent to the date hereof and prior to
                     the  Principal  Closing,  there  occurs a Material  Adverse
                     Effect,  and such Material  Adverse  Effect is incapable of
                     being cured or has  continued  without cure for a period of
                     sixty days after notice thereof by Purchaser to UBOC; or

                (e)  by  Purchaser  or UBOC  if the  Principal  Closing  has not
                     occurred on or before the Outside  Principal  Closing  Date
                     (unless  the  failure  to close  results  primarily  from a
                     breach by Purchaser  or any Seller,  as the case may be, of
                     any  representation,  warranty or covenant of  Purchaser or
                     such  Seller,  as  the  case  may  be,  contained  in  this
                     Agreement or Purchaser's  or any Seller's,  as the case may
                     be,  failure  to  fulfill  a  condition  precedent  to  the
                     Principal  Closing or another  default by  Purchaser or any
                     Seller, as the case may be).

9.2 PROCEDURE OF  TERMINATION.  In the event of  termination  of this  Agreement
pursuant to Section 9.1 hereof,  written  notice of  termination  shall be given
pursuant to the notice provisions herein,  and the transactions  contemplated by
this Agreement  shall be terminated  without further action by any Party. If the
transactions  contemplated by this Agreement are terminated as provided  herein,
no Party  hereto  shall have any  liability  to any other Party  hereto or their
respective  Affiliates,  or their respective  directors,  officers or employees,
except:

                (a)  Purchaser  and UBOC shall return or destroy all  documents,
                     work papers and other  material of any other Party relating
                     to the transactions  contemplated  hereby or by the Related
                     Agreements,   whether  so  obtained  before  or  after  the
                     execution  hereof,  upon the  written  request of the Party
                     furnishing the same;

                (b)  such termination shall not in any way limit or restrict the
                     rights and remedies of any Party  hereto  against any other
                     Party or any other  Person  which has  breached  any of the
                     representations, warranties, covenants, agreements or other
                     provisions  of  this  Agreement  prior  to the  termination
                     hereof; and



                                       58
<PAGE>


                (c)  any  confidentiality  obligations  of the Parties  (arising
                     under  this  Agreement  or under any other  confidentiality
                     agreement  entered  into by  UBOC  and  Purchaser)  and the
                     obligations  of the  Parties  under  Article X and  Section
                     11.8,  and any other  obligations  of the Parties  which by
                     their terms  survive  the  termination  of this  Agreement,
                     shall survive the termination of this Agreement.

                                   ARTICLE X

                                 INDEMNIFICATION

10.1  UBOC'S  INDEMNIFICATION.  In  addition  to any  other  provisions  of this
Agreement or any Related Agreement under which UBOC or any of its Affiliates has
agreed to indemnify Purchaser and except as otherwise expressly provided in this
Agreement,   UBOC  shall  indemnify  and  hold  Purchaser  and  its  Affiliates,
directors,  officers,  agents and  employees  harmless from and against any Loss
arising or resulting from:

                (a)  Any breach of any  representation  or  warranty  of Sellers
                     contained in this  Agreement or the Related  Agreements  or
                     certificate  furnished  or to  be  furnished  to  Purchaser
                     hereunder,  in  each  case  without  giving  effect  to any
                     updates  of  SCHEDULES  3.6.5(B),  3.6.6(B),  3.7,  3.8(B),
                     3.9.4,  3.13.3,  3.13.4,  3.14 and 3.18 that may be made by
                     Sellers in connection with the Principal  Closing  pursuant
                     to Section  5.17;(1)  provided,  that for  purposes of this
                     Section 10.1(a),  any  qualifications  as to materiality or
                     Material  Adverse  Effect  or  other  similar   materiality
                     qualifications  included in such representation or warranty
                     shall be disregarded  for purposes of  determining  whether
                     such representation or warranty was breached;

                (b)  Any  nonfulfillment of any agreement on the part of Sellers
                     or any of their  Affiliates  under  this  Agreement  or the
                     Related Agreements;

                (c)  The Excluded  Obligations (other than Taxes of Sellers with
                     respect to the Pre-Closing Period); and

                (d)  Any  Taxes  of  Sellers  with  respect  to the  Pre-Closing
                     Period.

         In the case of any  action,  event or  omission  described  in  Section
10.1(a), (b), (c) and (d) that continues after the Effective Time, UBOC shall be
responsible for  indemnification for the period prior to the Effective Time, and
the  responsibility  of UBOC and  Purchaser  for such action,  event or omission
after  the  Effective  Time  shall be  apportioned  between  them  according  to
equitable allocation principles (except for Taxes, which shall be apportioned in
accordance with Section  8.2(c)),  taking into account,  INTER ALIA, the time at
which  Purchaser  had  knowledge  of, and any ability to mitigate,  such action,
event or omission after the Effective Time.

10.2  PURCHASER'S  INDEMNIFICATION.  In addition to any other provisions of this
Agreement or any Related Agreement under which Purchaser has agreed to indemnify
Sellers or any of their Affiliates,  and except as otherwise  expressly provided
in this  Agreement,  Purchaser  shall  indemnify  and  hold  Sellers  and


__________________

(1) 3.10 is not subject to updating.


                                       59
<PAGE>

their Affiliates and their respective directors,  officers, agents and employees
harmless from and against any Loss resulting from:

                (a)  Any breach of any  representation  or warranty of Purchaser
                     contained in this  Agreement or the Related  Agreements  or
                     any  certificate  furnished  or to be  furnished to Sellers
                     hereunder;  provided,  that for  purposes  of this  Section
                     10.2(a),  any  qualifications as to materiality or Material
                     Adverse Effect or other similar materiality  qualifications
                     included  in  such  representation  or  warranty  shall  be
                     disregarded  for  purposes  of  determining   whether  such
                     representation or warranty was breached;

                (b)  Any   nonfulfillment  of  any  agreement  on  the  part  of
                     Purchaser under this Agreement or the Related Agreements;

                (c)  The Assumed Obligations; and

                (d)  Any Taxes of Purchaser for the Post-Closing Period.

10.3 CONDITIONS OF INDEMNIFICATION.  The respective  obligations and liabilities
of UBOC and Purchaser (herein sometimes called the "Indemnifying  Party") to the
other and the other Persons entitled to indemnification (herein sometimes called
the  "Indemnified  Party") under  Section 5.5,  Sections  8.2(b),  10.1 and 10.2
hereof shall be subject to the following terms and conditions:

                (a)  UBOC and  Purchaser  each agree to designate a single point
                     of  contact  within  each  of  their  respective  corporate
                     organizations to give and receive notices of disputes under
                     this  Agreement  and the Related  Agreements  (the "Dispute
                     Officer"),  who shall be reasonably acceptable to the other
                     Party  and shall be a senior  manager  who  either  reports
                     directly  to the Chief  Executive  Officer  or a person who
                     reports  to a person  who  reports  directly  to the  Chief
                     Executive  Officer.  In  the  event  of any  claim  against
                     Purchaser or UBOC covered by Section 8.2(b), Section 5.5 or
                     this  Article  X that does not  involve  a claim,  audit or
                     inquiry by a third party to which a response must be served
                     in  order  to  avoid  default  or  waiver  of any  defense,
                     Purchaser and UBOC agree that for a period of not less than
                     15 days following receipt of the claim by the Party against
                     which the claim has been  asserted,  they each will respond
                     to reasonable inquiries by the other Party and will hold at
                     least one meeting in person or by telephone  conference  of
                     the Dispute Officers to attempt to resolve the claim and to
                     provide prompt  reimbursement  to the Indemnified  Party of
                     the amount agreed to be owed to such Indemnified  Party. To
                     the extent that any amount of any claim  remains in dispute
                     at the end of the agreed  period for  consideration  by the
                     Dispute  Officers,  which  shall  not be less  than 15 days
                     following  receipt of the claim by the Party  against  whom
                     the claim has been  made,  the  Indemnified  Party  seeking
                     recovery may proceed with its claim under Section  10.3(b).
                     Any  undisputed  portion of any invoice or other claim that
                     has been  submitted  pursuant to this Section 10.3 shall be
                     paid to the Indemnified  Party to which such amount is owed
                     within 15 days of the later of (i) the date the  invoice or
                     claim is received by the Indemnifying  Party, (ii) the date
                     a bona  fide  dispute  over such  portion  is  resolved  by
                     agreement of the  Parties,  or (iii) if a bona fide dispute
                     is not  resolved  by  agreement,  the date such  dispute is
                     otherwise  finally  resolved.  Amounts  not paid within




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<PAGE>

                     the time limits provided in this Section 10.3(a) shall bear
                     interest at the Contract Interest Rate.

                (b)  On or before the earliest of (i) the 20th day after receipt
                     of  notice   (referred   to  herein  as  "notice")  by  the
                     Indemnified  Party of  commencement  of any  action  or the
                     assertion  in writing,  formal or  informal,  of any claim,
                     audit or inquiry by a third person (referred to herein as a
                     "claim"),  (ii) the 45th day after the determination by the
                     Indemnified  Party of the existence of any potential claim,
                     (iii) the tenth day preceding the day on which a responsive
                     pleading  must be served in order to  prevent  judgment  by
                     default in favor of the Person  asserting a claim (but only
                     if the  Indemnified  Party has  knowledge  of a claim as of
                     such time),  and (iv), in the case of a claim  described in
                     (a)  above,  the 30th day after  expiration  of the  agreed
                     period  of  consideration  by  the  Dispute  Officers,  the
                     Indemnified Party shall give the Indemnifying Party written
                     notice  thereof  together  with  a  copy  of  the  document
                     asserting  such claim.  Failure to give such notice  timely
                     shall  not   relieve  the   Indemnifying   Party  from  any
                     obligation  under this Agreement  except to the extent that
                     the  Indemnifying  Party  is  prejudiced,  except  that the
                     Indemnifying  Party shall not be  responsible  for expenses
                     incurred by the Indemnified  Party during the period within
                     which the Indemnified Party failed to give such notice. The
                     Indemnifying  Party shall have the right to respond to such
                     claim  and  to   undertake   the   defense   thereof  by  a
                     representative   of  its  own  choosing   (which  shall  be
                     reasonably  satisfactory to the  Indemnified  Party) and to
                     enter into a settlement or compromise thereof or consent to
                     a judgment with respect  thereto;  PROVIDED,  HOWEVER,  the
                     Indemnifying  Party shall not,  without  the prior  written
                     consent of the Indemnified Party,  settle or compromise any
                     claim  by any  third  party  or  consent  to the  entry  of
                     judgment (i) that does not include as an unconditional term
                     thereof the giving by the claimant or the  plaintiff to the
                     Indemnified  Party a release from all  liability in respect
                     of such claim,  (ii) that would result in the imposition of
                     any order,  writ,  injunction or decree that would restrict
                     the future activity or conduct of the Indemnified  Party or
                     any of its successors or assigns,  (iii) that would include
                     an explicit  finding or  admission  of a violation of Legal
                     Requirements  or the  violation of the rights of any Person
                     by an  Indemnified  Party,  (iv)  that  would  result in an
                     explicit  finding or  admission  that would have a material
                     adverse  effect on other claims made or threatened  against
                     the Indemnified Party or any of its Affiliates, or (v) that
                     contemplates  any payment or performance by the Indemnified
                     Party. The Indemnified Party may retain separate counsel at
                     its  sole  cost  and  expense  to   represent   it  in  any
                     proceedings involving any claim; PROVIDED,  that if (i) the
                     Indemnified Party and the Indemnifying Party are both named
                     parties to such proceedings and the Indemnified Party shall
                     have  reasonably  concluded and  specifically  notified the
                     Indemnifying  Party that  representation of both parties by
                     the same counsel  would be  inappropriate  due to actual or
                     potential  differing  interests  between  them, or (ii) the
                     Indemnified  Party assumes the defense of a claim after the
                     Indemnifying  Party has failed to  diligently  pursue  such
                     claim it has assumed (as provided in Section 10.3(c)),  the
                     Indemnified Party may retain separate counsel,  but no more
                     than one such counsel,  to represent it in such proceedings
                     at the  reasonable  cost and  expense  of the  Indemnifying
                     Party.



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<PAGE>


                (c)  In the  event  that (i) by the 20th day  after  receipt  of
                     notice of a claim by a third party (or, if earlier,  by the
                     fifth day preceding the day on which a responsive  pleading
                     must be served in order to prevent  judgment  by default in
                     favor of the Person asserting such claim), the Indemnifying
                     Party does not elect to defend against such claim, (ii) the
                     Indemnifying  Party elects to defend the claim but does not
                     provide  reasonable  assurances to the Indemnified Party of
                     the Indemnifying  Party's (or its insurer's) ability to pay
                     defense  costs and  indemnity  costs  likely to be incurred
                     with respect to the claim by the 20th day after  receipt of
                     notice of a claim by a third party (or, if earlier,  by the
                     fifth day preceding the day on which a responsive  pleading
                     must be served in order to prevent  judgment  by default in
                     favor of the Person  asserting  such  claim),  or (iii) the
                     Indemnified  Party at any time  reasonably  determines that
                     the  Indemnifying  Party  is not  actively  and  diligently
                     defending a claim, the Indemnified  Party will, upon notice
                     to the  Indemnifying  Party,  have the right to  respond to
                     such claim and to undertake to defend, compromise or settle
                     such  claim on  behalf of and for the  account  and risk of
                     loss of the  Indemnifying  Party (including the right to be
                     reimbursed),  PROVIDED THAT the Indemnifying Party shall be
                     given at least five (5) Business Days' prior written notice
                     of the  effectiveness  of any such  proposed  settlement or
                     compromise.

                (d)  In   connection   with   any  such   indemnification,   the
                     Indemnified   Party  shall   cooperate  in  all  reasonable
                     requests of the  Indemnifying  Party,  including  by making
                     commercially  reasonable  efforts to  mitigate,  whether by
                     seeking  claims  against  a  third  party,  an  insurer  or
                     otherwise, any Losses in respect of such claim or liability
                     and to resolve any such claim or liability.

                (e)  Each Indemnified Party shall be entitled to indemnification
                     hereunder  notwithstanding  whether such Indemnified  Party
                     had (i) (A) in the case of indemnification  pursuant to any
                     of Sections 10.1(a),  10.1(c), 10.1(d), 10.2(a), 10.2(c) or
                     10.2(d),  knowledge  of the  facts  that  give  rise to the
                     claimed breach,  Assumed Obligations,  Excluded Obligations
                     or Taxes,  as the case may be,  with  respect to which such
                     Indemnified Party is seeking indemnification  hereunder and
                     (B) in the case of  indemnification  for Losses pursuant to
                     either of  Sections  10.1(b) or 10.2(b),  knowledge  of the
                     facts that give rise to the claimed breach (but only to the
                     extent  that the  Indemnified  Party did not consent to the
                     action or  omission  alleged to  constitute  such breach in
                     writing) and/or (ii) an opportunity to obtain and/or review
                     any information regarding, or to investigate, the Business,
                     the Parties hereto or any of their respective Affiliates or
                     the transactions contemplated by this Agreement.

10.4     INDEMNIFICATION LIMITS.

         10.4.1  EXCLUSIONS  FROM  INDEMNIFICATION.   Required  payments  by  an
Indemnifying  Party  pursuant to  Sections  10.1 or 10.2 shall be limited to the
amount  of any  Loss  remaining  after  deducting  therefrom  (i) any  insurance
proceeds actually recovered by the Indemnified Party on account of the Loss, and
(ii) any indemnity, contribution, or other similar payment actually recovered by
any  Indemnified  Party from any third party,  in each case with respect to such
Loss. The Indemnified Party shall use commercially reasonable efforts to collect
all such indemnity, contribution or other similar payments. Without limiting the
foregoing,  if an Indemnified  Party  receives any payment from an  Indemnifying
Party in respect of Losses




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<PAGE>

indemnifiable  under this  Agreement  (whether  or not under  Article X) and the
Indemnified Party later recovers all or a part of such Losses from a third party
based on the  underlying  claim or demand  asserted  against  such  Indemnifying
Party, then such Indemnified Party shall promptly pay to the Indemnifying  Party
the amount of such Losses to the extent recovered from such third party.

         10.4.2 RIGHT OF  SUBROGATION.  With the  Indemnified  Party's  consent,
which shall not be  unreasonably  withheld or delayed,  the  Indemnifying  Party
shall be subrogated  with respect to any rights the  Indemnified  Party may have
against  any  third  party  in  connection  with  any  Losses  suffered  by  the
Indemnified Party and paid by the Indemnifying  Party, and the Indemnified Party
agrees  to  execute  and  deliver  all  documents  and  take all  other  actions
reasonably requested by the Indemnifying Party to effect such subrogation.

         10.4.3  TIME  LIMITS.   Neither  Purchaser  nor  UBOC  shall  have  any
obligation  to  indemnify  the  other or any  other  Indemnified  Party  for any
inaccuracy of any  representation or warranty or from any  misrepresentation  in
any  certificate  furnished or to be furnished  hereunder  unless on or before a
date eighteen  months after the Principal  Closing Date (or, if the Agreement is
terminated  pursuant to Article IX, one year after the date  hereof),  the Party
seeking  indemnification  notifies  the other  Party of a claim  specifying  the
factual basis for the claim in reasonable detail to the extent then known by the
Party seeking indemnification. The foregoing limit shall not apply, expressly or
by implication,  (i) to claims based on Sections 3.1, 3.2, 3.3, 3.4, 3.6.7, 4.1,
4.2 and 4.6, each of which shall survive  indefinitely,  (ii) to claims based on
Sections 3.12,  10.1(d) or 10.2(d) or the covenants in Article VIII, which shall
survive, as to each Tax Period to which such representation or covenant applies,
until the closing of the statute of limitations with respect to such Tax period,
and (iii) to  claims  arising  under  Sections  10.1(b),  10.1(c),  10.2(b)  and
10.2(c), which shall survive indefinitely.

         10.4.4 LIMITATIONS ON AMOUNT.

                (a)  UBOC shall have no obligation to indemnify Purchaser or any
                     other  Indemnified  Party under Section  10.1(a) unless (i)
                     the amount of Purchaser's or such other Indemnified Party's
                     claim  exceeds  $25,000  with respect to any single Loss or
                     series of related Losses, (ii) the aggregate amount of such
                     indemnifiable  claims  previously paid by Purchaser and the
                     other  Indemnified  Parties  shall exceed  $2,500,000,  and
                     thereafter UBOC shall be responsible only for the excess of
                     such aggregate amount over $2,500,000;  PROVIDED,  HOWEVER,
                     that in no event shall the  aggregate of all  indemnifiable
                     claims paid by UBOC to Purchaser and the other  Indemnified
                     Parties under Section 10.1(a) exceed $75,000,000.

                (b)  Purchaser shall have no obligation to indemnify  Sellers or
                     any other  Indemnified  Party under Section  10.2(a) unless
                     (i)  the  amount  of  Sellers'  or such  other  Indemnified
                     Party's  claim  exceeds  $25,000 with respect to any single
                     Loss or series of Related Losses, (ii) the aggregate amount
                     of such indemnifiable claims previously paid by Sellers and
                     the other Indemnified Parties shall exceed $2,500,000,  and
                     thereafter  Purchaser  shall  be  responsible  only for the
                     excess of such aggregate amount over $2,500,000;  PROVIDED,
                     HOWEVER,  that  in no  event  shall  the  aggregate  of all
                     indemnifiable  claims paid by  Purchaser to Sellers and the
                     other  Indemnified  Parties  under Section  10.2(a)  exceed
                     $75,000,000.

                (c)  Notwithstanding anything to the contrary in this Agreement,
                     (x)  none of the  limitations  described  in  this  Section
                     10.4.4 shall apply with respect to




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<PAGE>

                     any  indemnity   payments   pursuant  to  breaches  of  the
                     representations and warranties in Section  3.12 or pursuant
                     to the provisions of Article VIII and (y) the $25,000 limi-
                     tations  described  in  clauses  (i)  of  each  of Sections
                     10.4.4(a)  and  10.4.4(b)  shall not apply to any indemnity
                     payments  pursuant to any  breaches of the  representations
                     and warranties in Sections 3.5.4., 3.6.7 or 4.9.

         10.4.5 EXCLUSIVE  REMEDY.  The Parties  expressly  acknowledge that the
provisions of this Article X shall be the sole and exclusive  remedy for damages
caused as a result of breaches of the representations, warranties and agreements
contained  in this  Agreement  (except to the extent  additionally  provided  in
Article  VIII,  other than in respect of any claim of fraud or for any breach of
this Article X), the Related  Agreements and any certificate  furnished or to be
furnished  hereunder,  except  that the  remedies  of  injunction  and  specific
performance shall remain available to the Parties hereto.

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

11.1  NOTICES.  Any notice,  request or other  communication  to be given by any
Party hereunder shall be in writing and shall be delivered  personally,  sent by
registered or certified mail, postage prepaid, by overnight courier with written
confirmation of delivery or by facsimile  transmission with written confirmation
of  error-free  transmission.  Any such  notice  shall be deemed  given  when so
delivered  personally or sent by facsimile  transmission  (and immediately after
transmission  confirmed  by  telephone),  if  mailed,  on the date  shown on the
receipt  therefor,  or if sent by  overnight  courier,  on the date shown on the
written  confirmation of delivery.  Such notices shall be given to the following
address:

         To Sellers or UBOC         Union Bank of California, N.A.
                                    400 California Street
                                    San Francisco, CA 94104
                                    Attention: David W. Dobon
                                    Telephone No.: (415) 765-2849
                                    Fax Number: (415) 765-2950

         With a copy to:            Union Bank of California, N.A.
                                    Legal Division
                                    400 California Street
                                    San Francisco, CA 94104
                                    Attention: Morris W. Hirsch
                                    Telephone No.: (415) 765-3874
                                    Fax Number: (415) 765-3391

         To Purchaser:              Wachovia Bank, National Association
                                    1339 Chestnut Street
                                    Philadelphia, PA 19107
                                    Telephone No.: 267-321-6353.
                                    Fax Number: 267-321-6603
                                    Attention: Michael Heavener,
                                    Executive Vice President
                                    Telephone No: (267) 321-6353
                                    Fax Number: (267) 321-6603


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<PAGE>


         With a copy to:            Wachovia Corporation
                                    301 South College Street
                                    Charlotte, North Carolina 28288-0630
                                    Attention:  Anthony  Augliera,  Senior  Vice
                                    President
                                    Telephone No: (704) 383-4901
                                    Fax Number: (704) 715-4496

11.2 SOLE  AGREEMENT.  This  Agreement  may not be  amended or  modified  in any
respect  whatsoever except by instrument in writing signed by the Parties hereto
or,  in the case of a  waiver,  by the Party  against  whom the  waiver is to be
effective.  No delay on the part of any Party in  exercising  any right,  power,
remedy or privilege  hereunder shall operate as a waiver thereof,  nor shall any
waiver on the part of any Party of any right,  power,  remedy or privilege,  nor
any single or partial  exercise of any such right,  power,  remedy or privilege,
preclude any further  exercise  thereof or the exercise of any other such right,
remedy, power or privilege.  This Agreement and the Related Agreements and other
documents delivered pursuant hereto and thereto, together with the provisions of
the Non-Disclosure  Agreement that survive after the date hereof pursuant to the
terms hereof,  constitute the entire  agreement  between the Parties hereto with
respect  to the  subject  matter  hereof and  thereof  and  supersede  all prior
negotiations,  discussions,  writings and  agreements  between them with respect
thereto.  EXCEPT TO THE EXTENT OF THE  EXPRESS  REPRESENTATIONS  AND  WARRANTIES
CONTAINED IN ARTICLE III, SELLERS ARE SELLING THE PURCHASED ASSETS ON AN "AS IS,
WHERE IS"  BASIS,  AND  DISCLAIMS  ALL  OTHER  WARRANTIES,  REPRESENTATIONS  AND
GUARANTEES,  WHETHER  EXPRESS  OR IMPLIED  INCLUDING,  WITHOUT  LIMITATION,  ALL
IMPLIED  WARRANTIES  OF  MERCHANTABILITY,  FITNESS FOR A PARTICULAR  PURPOSE AND
NON-INFRINGEMENT.

11.3  SUCCESSORS AND ASSIGNS.  This Agreement shall be binding upon and inure to
the benefit of Purchaser and Sellers and their respective  permitted  successors
and assigns; provided,  however, that neither Purchaser nor Sellers may transfer
or assign any of their respective  rights or obligations  hereunder or under the
Related Agreements (except to the extent provided in the Related Agreements), in
whole or in part,  without the prior written consent of the other Party (except,
in the case of Purchaser,  to a subsidiary of Purchaser  provided that Purchaser
remains  fully  liable as a principal  for the  performance  of its  obligations
hereunder and  thereunder),  and any such  transfer or  assignment  without said
consent shall be void, AB INITIO.

11.4     INTERPRETATION.

         11.4.1  In this  Agreement,  except  as context  may otherwise require,
references:

                (a)  to the Preamble,  Recitals,  Sections, Annexes, Exhibits or
                     Schedules  are to the Preamble to, a Recital or Section of,
                     or Annex, Exhibit or Schedule to, this Agreement;

                (b)  to this Agreement are to this  Agreement,  and the Annexes,
                     Exhibits and Schedules to it, taken as a whole;

                (c)  to  this  Agreement,  are to  this  Agreement  as  amended,
                     modified,  supplemented,  restated or replaced from time to
                     time (to the extent permitted by the terms hereof);

                (d)  to the  "transactions  contemplated  hereby"  includes  the
                     transactions provided for in this Agreement; and



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<PAGE>


                (e)  to any Governmental Authority include any successor to that
                     Governmental Authority; and

                (f)  to the date of this Agreement are to September 21, 2005.

         11.4.2 The table of contents  and article and section  headings are for
reference  purposes  only  and do  not  limit  or  otherwise  affect  any of the
substance of this Agreement.

         11.4.3 The words "include,"  "includes" or "including" are to be deemed
followed by the words "without limitation."

         11.4.4 The words "herein",  "hereof" or "hereunder",  and similar terms
are to be deemed to refer to this  Agreement  as a whole and not to any specific
Section.

11.4.5 This Agreement is the product of  negotiation by the Parties,  having the
         assistance of counsel and other advisers.  The Parties intend that this
Agreement
not be construed  more strictly with regard to one Party than with regard to the
other.

         11.4.6 No  provision  of this  Agreement is to be construed to require,
directly  or  indirectly,  any  Person to take any  action,  or omit to take any
action,  to  the  extent  such  action  or  omission  would  violate  any  Legal
Requirement.

         11.4.7 The inclusion of an item in a Schedule hereto as an exception to
a  representation  or warranty  will not by itself be deemed an  admission  by a
party that such item is material or was required to be disclosed therein.

11.5 DISPUTE  RESOLUTION.  This Section establishes a procedure for (i) internal
review of disputes  between  Sellers and Purchaser  under this Agreement and the
Related  Agreements,  and (ii) a procedure for review and discussion of disputes
by Sellers  and  Purchaser  prior to  initiating  any  litigation  with  respect
thereto. Notwithstanding anything to the contrary herein, the Parties agree that
no failure by either  Party to follow the  procedures  described in this Section
11.5 will (i)  constitute a breach of this  Agreement or of the standard of good
faith  applicable to this Agreement or (ii) adversely  affect such Party's right
to any remedy  hereunder or otherwise  at law or in equity.  UBOC and  Purchaser
agree to establish  procedures within their respective  corporate  organizations
intended to result in the prompt internal reporting of disputes by all levels of
the respective  organizations.  The dispute resolution procedures so established
will require UBOC's and Purchaser's  employees and representatives to report the
existence of a dispute with the other Party promptly to the Dispute  Officer for
such employee's or  representative's  organization.  Sellers and Purchaser agree
that prior to initiating  litigation of any dispute under this  Agreement or any
of the Related  Agreements,  notice of the dispute and a statement  of the basis
therefor  will be provided to the other Party by the Dispute  Officers  for each
organization to discuss and explain their positions with respect to the dispute.
Notice  of  disputes  will be given  under  this  provision  promptly  after the
existence of the dispute  becomes known to either UBOC or Purchaser.  Any notice
of a dispute by any Person other than the Dispute Officer will be ineffective to
initiate the dispute review process under this Section.

11.6 GOVERNING LAW AND  JURISDICTION.  This  Agreement  shall be governed by and
construed in accordance  with the laws of the State of California  applicable to
Contracts entered into therein, without reference to principles of choice of law
or  conflicts  of laws.  Purchaser  and  Sellers  each  hereby  irrevocably  and
unconditionally  submit to the  exclusive  jurisdiction  of any State or Federal
Court  sitting in San  Francisco  County,  State of  California,  over any suit,
action or proceeding arising out of or relating to this Agreement. Purchaser and
Sellers  each  hereby  agree that  service of any  process,  summons,  notice or
document by U.S.  registered  mail  addressed  to such Party shall be  effective
service of process for any action, suit or proceeding




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<PAGE>

brought  against  such Party in such court.  Purchaser  and Sellers  each hereby
irrevocably  and  unconditionally  waive any objection to the laying of venue of
any such suit, action or proceeding brought in any such court and any claim that
any such action,  suit or proceeding  brought in any such court has been brought
in an inconvenient  forum.  Purchaser and Sellers each agree that final judgment
in any such  action,  suit or  proceeding  brought  in any such  court  shall be
conclusive  and binding  upon such Party and may be enforced in any other courts
to whose jurisdiction such Party may be subject, by suit upon such judgment.

11.7 NO THIRD PARTY  BENEFICIARIES.  Except as otherwise  expressly set forth in
Article X hereof, nothing in this Agreement is intended or shall be construed to
give any Person,  other than the Parties hereto,  any legal or equitable  right,
remedy or claim under or in respect of this Agreement or any provision contained
herein. For the avoidance of doubt, nothing in this Agreement shall be construed
to give any customer or Business  Employee any legal or equitable right,  remedy
or claim  under or in  respect  of this  Agreement  of any  provision  contained
herein.

11.8 EXPENSES.  Except as otherwise provided herein or in any Related Agreement,
and regardless of whether any or all of the  transactions  contemplated  by this
Agreement or any Related  Agreement are  consummated,  the Parties  hereto shall
each bear their respective expenses incurred in connection with the negotiation,
preparation,  execution,  and  performance  of this  Agreement  and the  Related
Agreements  and the  transactions  contemplated  hereby and thereby,  including,
without limitation, all fees and expenses of agents, representatives, investment
bankers, counsel and accountants.

11.9  COUNTERPARTS.  This  Agreement  may be executed  by the Parties  hereto in
separate counterparts,  each of which when so executed and delivered shall be an
original,  but all such counterparts shall together  constitute one and the same
instrument.  Each  counterpart  may  consist of a number of copies  hereof  each
signed by less than all, but together signed by all of the Parties hereto.  Each
counterpart may be delivered by facsimile transmission, which transmission shall
be deemed delivery of an originally executed document.

11.10 SEVERABILITY.  Any term or provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective
to the extent of such invalidity or  unenforceability  without rendering invalid
or  unenforceable  the  remaining  terms and  provisions  of this  Agreement  or
affecting  the validity or  enforceability  of any of the terms or provisions of
this  Agreement  in any other  jurisdiction,  so long as the  economic  or legal
substance of the transactions  contemplated hereby and by the Related Agreements
is not affected in any material respect adversely to any Party. If any provision
of this Agreement is so broad as to be  unenforceable,  that provision  shall be
interpreted to be only so broad as is enforceable.

11.11    Judicial Reference; Damages.

                (a)  All claims,  causes of action or other disputes  concerning
                     this  Agreement  or  any of the  Related  Agreement  or the
                     transactions   contemplated   hereby  or  thereby  (each  a
                     "Claim"),  including  any and all  questions of law or fact
                     relating  thereto,  shall,  at the  written  request of any
                     Party, be determined by judicial  reference  ("Reference").
                     The Parties  shall  select a single  neutral  referee,  who
                     shall be a retired  state or  federal  judge  with at least
                     five years of judicial  experience in civil matters. In the
                     event that the  Parties  cannot  agree upon a referee,  the
                     referee shall be appointed by the court. The non-prevailing
                     Party  shall  bear  the fees and  expenses  of the  referee
                     unless the referee  otherwise  provides in the statement of
                     decision.  In  connection  with a  Reference  or any  other
                     action or proceeding,  whether  brought in state or federal
                     court,  the Parties  hereby  expressly,  intentionally  and
                     deliberately  waive any right  they may  otherwise  have to
                     trial by jury of any Claim. The




                                       67
<PAGE>

                     referee shall determine all issues  relating  to the appli-
                     cability,   interpretation, legality and  enforceability of
                     this Agreement. This Section 11.11(a)  shall apply  to  any
                     subsequent  amendments,  renewals, supplements or modifica-
                     tions to this Agreement or any of the Related Agreements.

                (b)  Each of the Parties hereto irrevocably waives, with respect
                     to any first Party action filed by the other Party (but not
                     as to any  action by one Party  against  the other  seeking
                     indemnification  for (x) a third  party  claim  against the
                     Party  initiating  the  action,  to the  extent  that  such
                     damages may be recoverable  as part of the  indemnification
                     by the  Indemnified  Party or (y) Losses  arising out of or
                     resulting  from the willful or  intentional  breach of this
                     Agreement  or any  Related  Agreement  by the  Indemnifying
                     Party or any  common law fraud by the  Indemnifying  Party)
                     (i) any right to  punitive,  incidental,  consequential  or
                     multiplied  damages or lost  profits,  either  pursuant  to
                     common law or statute, in any legal proceedings arising out
                     of  or  related  to  this  Agreement  or  the  transactions
                     contemplated   hereby  and  (ii)  any  right  to  punitive,
                     incidental or multiplied damages, either pursuant to common
                     law or statute,  in any legal proceedings arising out of or
                     related  to the  Related  Agreements  or  the  transactions
                     contemplated thereby.

11.12  SCHEDULES AND EXHIBITS.  The schedules and exhibits to this Agreement are
incorporated  herein and, by this reference,  made a part hereof as if fully set
forth at length herein.

11.13 SELLERS'  JOINT AND SEVERAL  OBLIGATIONS.  Except to the extent  otherwise
provided in this Agreement,  all Sellers'  obligations  under this Agreement are
joint and several.



                                       68
<PAGE>


         IN WITNESS WHEREOF, the Parties hereby execute this Agreement as of the
day and year first set forth above.



         SELLERS:                   UNION BANK OF CALIFORNIA, N.A.

                                    By:  /s/ DAVID W. DOBON
                                    ____________________________________________
                                    Name:  David W. Dobon

                                    Title:  Senior Vice President



                                    UNION BANK OF CALIFORNIA INTERNATIONAL

                                    By:  /s/ JONES M. CASTRO
                                    ____________________________________________
                                    Name: Jones M. Castro

                                    Title:  President



                                    UNION BANK OF CALIFORNIA SERVICOS LTDA.,
                                    a Brazilian limited liability company,
                                    acting by and through the below parties who
                                    hold in aggregate 100% of its QUOTAS, who
                                    additionally undertake to cause it to act as
                                    provided for it under this Agreement

                                    By: UNION BANK OF CALIFORNIA, N.A.

                                    By:  /s/ DAVID W. DOBON
                                    ____________________________________________

                                    Name: David W. Dobon

                                    Title: Senior Vice President


                                    By: THE MILLS PARTNERSHIP, a California
                                        general partnership

                                    By:  /s/ DAVID W. DOBON
                                    ____________________________________________

                                    Name: David W. Dobon

                                    Title: Senior Vice President of Union Bank
                                    of  California, N.A.,  and duly authorized
                                    representative of The Mills Partnership


                                      S-1


<PAGE>


          PURCHASER:                WACHOVIA BANK, N.A.

                                    By:  /s/ THOMAS J. WURTZ
                                    ____________________________________________

                                    Name:    Thomas J. Wurtz

                                    Title:   Executive Vice President




                                      S-2


<PAGE>


                                    EXHIBIT A

                   FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

                  This ASSIGNMENT AND ASSUMPTION  AGREEMENT (this  "Agreement"),
dated the ___ day of  ___________,  200_,  is made and entered into by and among
UNION BANK OF CALIFORNIA,  N.A., a national banking association ("UBOC"),  UNION
BANK OF CALIFORNIA  INTERNATIONAL,  a corporation organized under the provisions
of Section 25A of the Federal  Reserve Act  ("UBOCI"),  UNION BANK OF CALIFORNIA
SERVICOS  LTDA., a Brazilian  limited  liability  company  (sociedade  limitada)
("Limitada" and together with UBOC and UBOCI,  "Assignors"),  and WACHOVIA BANK,
N.A., a national banking association ("Assignee").

                               W I T N E S S E T H

                  WHEREAS,  Assignee and Assignors  have entered into a Purchase
and  Assumption  Agreement,  dated  as of  September  __,  2005  (the  "Purchase
Agreement"),  pursuant to which  Assignors  have agreed to sell certain of their
assets to Assignee;

                  WHEREAS,  this  Agreement is being  entered into in connection
with the Closing of the following  Business Units under the Purchase  Agreement:
[____________,  ____________  and  ___________]  (collectively,  the "Applicable
Business Units"); and

                  WHEREAS,   pursuant  to  the   requirements  of  the  Purchase
Agreement,  Assignors wish to assign and Assignee wishes to assume the Contracts
included  in the  Purchased  Assets  for  each  such  Applicable  Business  Unit
(collectively,  the "Applicable Assigned Contracts") and the Assumed Obligations
for each such Applicable  Business Unit (such Applicable  Assigned Contracts and
Assumed Obligations, collectively, the "Applicable Assumed Obligations");

                  NOW, THEREFORE, in consideration of the above premises and for
other good and valuable consideration,  the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:

                  Section 1. DEFINITIONS.  Capitalized terms used herein and not
otherwise  defined  herein  have  the  meanings  given  to them in the  Purchase
Agreement.

                  Section 2.   ASSIGNMENT AND ASSUMPTION.

                  (a) Assignors hereby assign to Assignee and its successors and
permitted  assigns  forever,  as of the  Effective  Time for the  Closing of the
Applicable Business Units ("Applicable Effective Time"), the Applicable Assigned
Contracts and the Applicable Assumed Obligations.

                  (b) As of  the  Applicable  Effective  Time,  Assignee  hereby
assumes and agrees to pay, perform, and discharge as and when due and owing, and
to be bound by all the terms, covenants, conditions, liabilities and obligations
in and of, the Applicable Assumed Obligations.

                  Section 3. FURTHER  ASSURANCES.  Assignors and Assignee hereby
agree to execute such  documents  and other papers and perform such further acts
as may be  reasonably  required  to  carry  out the  provisions  hereof  and the
transactions contemplated hereby.

                  Section 4. SOLE REMEDY.  Assignors'  and  Assignee's  sole and
exclusive  remedy for damages caused by a breach of this Agreement  shall be the
indemnities  provided  in  Article X of the  Purchase




                                      A-1
<PAGE>

Agreement  (except to the extent  additionally  provided in Article  VIII of the
Purchase Agreement,  other than in respect of any claim of fraud and except that
the remedies of injunction and specific  performance  shall remain  available to
the Parties hereto).

                  Section 5. REFERENCE TO PURCHASE AGREEMENT.  This Agreement is
issued  pursuant  to the  terms of the  Purchase  Agreement  and  Assignors  and
Assignee are entitled to the benefits of, and this instrument is subject to, all
pertinent provisions of the Purchase Agreement.  Reference is hereby made to the
Purchase Agreement for a statement of all representations, warranties, covenants
and indemnities made in connection with this Agreement.  EXCEPT TO THE EXTENT OF
THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THE PURCHASE AGREEMENT, ASSIGNEE
IS ASSUMING THE  APPLICABLE  ASSUMED  OBLIGATIONS ON AN "AS IS, WHERE IS" BASIS,
AND ASSIGNORS  DISCLAIM ALL OTHER  WARRANTIES,  REPRESENTATIONS  AND GUARANTEES,
WHETHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

                  Section 6.  MISCELLANEOUS.  Sections 11.1,  11.2,  11.3, 11.5,
11.6, 11.7,  11.8,  11.9,  11.10 and 11.11 of the Purchase  Agreement are hereby
incorporated by reference MUTATIS MUTANDI.

                  Section 7.  HEADINGS.  The headings of this  Agreement are for
purposes of reference  only and shall not limit or otherwise  affect the meaning
or interpretation of this Agreement.



                                    * * * * *



                                      A-2
<PAGE>


                  IN WITNESS WHEREOF,  Assignors and Assignee have executed this
Agreement as of the date first above written.



ASSIGNORS:                          UNION BANK OF CALIFORNIA, N.A.


                                    By:_________________________________________
                                    Name:
                                    Title:


                                    UNION BANK OF CALIFORNIA INTERNATIONAL


                                    By:_________________________________________
                                    Name:
                                    Title:


                                    UNION BANK OF CALIFORNIA SERVICOS LTDA.,
                                    a Brazilian limited liability company,
                                    acting by and through the below parties who
                                    hold in aggregate 100% of its quotas,  who
                                    additionally undertake to cause it to act as
                                    provided for it under this Agreement

                                    By: UNION BANK OF CALIFORNIA, N.A.

                                    By:_________________________________________

                                    Name: David W. Dobon

                                    Title: Senior Vice President

                                    By: THE MILLS PARTNERSHIP, a California
                                    general partnership

                                    By:_________________________________________

                                    Name: David W. Dobon

                                    Title:  Senior  Vice  President  of Union
                                    Bank of  California, N.A.,  and  duly
                                    authorized   representative   of  The  Mills
                                    Partnership



                                      A-3
<PAGE>


ASSIGNEE:                           WACHOVIA BANK, N.A.

                                    By:_________________________________________

                                    Name:

                                    Title:






                                      A-4
<PAGE>


                                    EXHIBIT B

                              FORM OF BILL OF SALE

         THIS BILL OF SALE (this  "Bill of  Sale"),  dated as of  _________  __,
200_,  has been made and  entered  into by and among  UNION BANK OF  CALIFORNIA,
N.A.,  a  national  banking  association  ("UBOC"),  UNION  BANK  OF  CALIFORNIA
INTERNATIONAL,  a corporation  organized  under the provisions of Section 25A of
the Federal  Reserve Act ("UBOCI"),  UNION BANK OF CALIFORNIA  SERVICOS LTDA., a
Brazilian  limited  liability  company  (sociedade  limitada)   ("Limitada"  and
together with UBOC and UBOCI, "Assignors"),  and WACHOVIA BANK, N.A., a national
banking association ("Assignee").

         Assignee and  Assignors  have  entered  into a Purchase and  Assumption
Agreement,  dated as of September __, 2005 (the "Purchase Agreement"),  pursuant
to which  Assignors  have agreed to sell  certain of their  assets to  Assignee.
Capitalized  terms used herein but not otherwise  defined having the meaning set
forth in the Purchase Agreement.

         This Bill of Sale is being entered into in connection  with the Closing
of the following  Business  Units under the Purchase  Agreement:  [____________,
____________ and ___________]  (collectively,  the "Applicable Business Units").
Pursuant to the  requirements  of the Purchase  Agreement and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  as of the  Effective  Time  for  the  Closing  of the  Applicable
Business Units  ("Applicable  Effective Time"),  Assignors do each hereby grant,
bargain,  sell,  assign,  transfer,  convey,  set over, confirm and deliver unto
Assignee,  and its successors and assigns,  all of their respective right, title
and  interest  in and to all of the  Purchased  Assets for each such  Applicable
Business Unit (collectively, the "Applicable Purchased Assets").

         TO HAVE AND TO HOLD  unto  Assignee,  and its  successors  and  assigns
forever all of the Applicable Purchased Assets hereby granted,  bargained, sold,
assigned,  transferred,  conveyed,  set over,  confirmed and delivered as of the
Applicable Effective Time.

         Assignors and Assignee hereby agree to execute such documents and other
papers and perform such further acts as may be reasonably  required to carry out
the provisions hereof and the transactions contemplated hereby.

         This  Bill of Sale is  issued  pursuant  to the  terms of the  Purchase
Agreement  and  Assignors and Assignee are entitled to the benefits of, and this
instrument  is subject to, all pertinent  provisions of the Purchase  Agreement.
Reference  is hereby  made to the  Purchase  Agreement  for a  statement  of all
representations,  warranties,  covenants and indemnities made in connection with
this Bill of Sale.  EXCEPT TO THE EXTENT OF THE  REPRESENTATIONS  AND WARRANTIES
CONTAINED  IN THE  PURCHASE  AGREEMENT,  ASSIGNORS  ARE SELLING  THE  APPLICABLE
PURCHASED  ASSETS  ON AN "AS  IS,  WHERE  IS"  BASIS,  AND  DISCLAIM  ALL  OTHER
WARRANTIES,   REPRESENTATIONS   AND  GUARANTEES,   WHETHER  EXPRESS  OR  IMPLIED
INCLUDING,  WITHOUT  LIMITATION,  ALL  IMPLIED  WARRANTIES  OF  MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

         Assignors' and Assignee's sole and exclusive  remedy for damages caused
by a breach of this Bill of Sale shall be the indemnities  provided in Article X
of the Purchase Agreement (except to the extent additionally provided in Article
VIII of the Purchase Agreement,  other than in respect of any claim of fraud and
except that the remedies of  injunction  and specific  performance  shall remain
available to the Parties hereto).



                                      B-1
<PAGE>


                  Sections 11.1, 11.2, 11.3, 11.5, 11.6, 11.7, 11.8, 11.9, 11.10
and 11.11 of the Purchase Agreement are hereby incorporated by reference MUTATIS
MUTANDI.

                  The  headings  of  this  Bill  of Sale  are  for  purposes  of
reference  only  and  shall  not  limit  or  otherwise  affect  the  meaning  or
interpretation of this Bill of Sale.



                                      B-2
<PAGE>

         IN WITNESS  WHEREOF,  each of Assignors  and Assignee  have caused this
instrument to be signed by its proper and duly authorized officer as of the date
and year first written above.



ASSIGNORS:                          UNION BANK OF CALIFORNIA, N.A.


                                    By:_________________________________________
                                    Name:
                                    Title:


                                    UNION BANK OF CALIFORNIA INTERNATIONAL


                                    By:_________________________________________
                                    Name:
                                    Title:


                                    UNION BANK OF CALIFORNIA SERVICOS LTDA.,
                                    a Brazilian limited liability company,
                                    acting by and through the below parties who
                                    hold in  aggregate  100% of its quotas, who
                                    additionally   undertake  to cause it to act
                                    as provided for it under this Agreement

                                    By: UNION BANK OF CALIFORNIA, N.A.

                                    By:_________________________________________

                                    Name: David W. Dobon

                                    Title: Senior Vice President

                                    By: THE MILLS PARTNERSHIP, a California
                                    general partnership

                                    By:_________________________________________

                                    Name: David W. Dobon

                                    Title:  Senior Vice President of Union Bank
                                    of California, N.A.,  and  duly  authorized
                                    representative   of  The  Mills Partnership



                                      B-3
<PAGE>


ASSIGNEE:                           WACHOVIA BANK, N.A.


                                    By:_________________________________________
                                    Name:
                                    Title:







                                      B-4
<PAGE>


                                    EXHIBIT C

                     MASTER RISK PARTICIPATION AGREEMENT AND
                         RISK ASSETS PURCHASE AGREEMENT

                  This  MASTER  RISK  PARTICIPATION  AGREEMENT  AND RISK  ASSETS
PURCHASE  AGREEMENT  is made on  this  [___]  day of  [________],  2005  between
Wachovia Bank, National  Association  ("Wachovia") and Union Bank of California,
National  Association  ("UBOC").(2)  Each of Wachovia  and UBOC is a "Party" and
together they are the "Parties").

                                     WHEREAS

                  Wachovia and UBOC, among others, entered into the Purchase and
Assumption  Agreement,  dated as of September  21, 2005 (as it may be amended or
modified from time to time in accordance  with the terms thereof,  the "Purchase
Agreement"); and

                  In accordance with the Purchase Agreement, Wachovia desires to
participate  in, and UBOC desires to permit  Wachovia to  participate  in, on an
unfunded basis,  certain loans,  documentary credits or other trade related risk
instruments,  including,  without  limitation,  loan  agreements,  authenticated
electronic  evidence of indebtedness,  notes,  bills of exchange and drafts,  in
each case relating to the international  correspondent banking and trade-related
product business of UBOC.

                  IT IS AGREED as follows:

                                    ARTICLE I

                                   DEFINITIONS

                  In this Agreement:

                  "ACCEPTANCE" has the meaning given in Section 2.1(b).

                  "CONVERTED RISK ASSETS" has the meaning given in Section 3.2.

                  "DEFAULT" has the meaning given in Section 8.3.

                  "INITIAL RISK  PARTICIPATION  ASSETS" has the meaning given in
Section 2.1(a).

                  "INVITATION" has the meaning given in Section 2.1(a).

                  "INVOICE" has the meaning given in Section 4.1.

                  "NEW TRANSACTIONS" has the meaning given in Section 2.2(a)(i).


__________________

(2) UBOCI will be added as a party to the extent Risk Participation Assets are
    held by UBOCI.



                                      C-1
<PAGE>


                  "OBLIGOR"  means an Obligor in a Transaction  as identified in
an Invitation.

                  "PARTICIPATION   AGREEMENT"   means  the  Invitation  and  the
Acceptance in relation to a Transaction.

                  "PARTICIPATION"  means the  participation on an unfunded basis
in the risks  associated  with the  non-payment  of the whole or any part of the
amounts due under a Transaction.

                  "PURCHASE  AGREEMENT"  has the meaning  given in the  recitals
hereto.

                  "RISK  PARTICIPATION  ASSETS" has the meaning given in Section
2.2(a)(ii).

                  "RISK  PARTICIPATION  ASSETS  CONVERSION DATE" has the meaning
given in Section 3.1.

                  "RISK  PARTICIPATION  FEES" has the  meaning  given in Section
4.1.

                  "SECURITY  PARTY" means any party (other than the Obligor) who
provides a guarantee  or other  security on behalf of or procured by the Obligor
in relation to a Transaction.

                  "SUBSEQUENT RISK  PARTICIPATION  ASSETS" has the meaning given
in Section 2.2(a)(ii).

                  "TRANSACTION"  means a loan,  documentary credit or other risk
instrument issued in connection with a Risk Participation Asset.

                  "UNPAID  AMOUNT"  means (i) the  shortfall  in  payment of any
amount  due  UBOC  under  any  Risk  Participation  Assets,  including,  without
limitation  (A) the  principal  of or interest or fee on any Risk  Participation
Assets; (B) any fee payable under the documents evidencing the Transaction;  and
(C) any other amount payable under the documents evidencing the Transaction; and
(ii) to the extent not paid by the  Obligor  or a  Security  Party to UBOC,  all
costs and  expenses  incurred by UBOC in  connection  with  enforcing  such Risk
Participation  Asset to the extent  that  Wachovia  requests or consents to such
enforcement.

                  "WACHOVIA EMPLOYEE" has the meaning given in Section 6.3.

                  All other capitalized terms used herein but not defined herein
shall have the respective meanings set forth in the Purchase Agreement.

                                   ARTICLE II

                               RISK PARTICIPATIONS

                  2.1      INITIAL RISK PARTICIPATIONS.

                  (a) Immediately after the execution hereof, UBOC shall deliver
to Wachovia an  invitation to acquire a 100% risk  participation  interest on an
unfunded basis in up to



                                      C-2
<PAGE>


US$550,000,000  of Risk Assets selected by Wachovia in its sole discretion prior
to the Principal  Closing Date and described on Schedule A attached hereto (such
risk-participated  Risk Assets,  collectively,  the "Initial Risk  Participation
Assets").(3)  Such invitation  shall be  substantially in the form of Schedule B
attached hereto (an "Invitation").

                  (b) Wachovia shall accept the Invitation  described in Section
2.1(a) by a writing  substantially in the form of Schedule C attached hereto (an
"Acceptance").

                  2.2      SUBSEQUENT RISK PARTICIPATIONS.

                  (a) From  and  after  the  date  hereof,  UBOC  shall  send an
Invitation  to  Wachovia  to acquire a 100% risk  participation  interest  on an
unfunded basis in:

                  (i) each new  documentary  credit  or  other  risk  instrument
entered into by UBOC from and after the execution  hereof until the date that is
sixty (60) days from and after the  Principal  Closing Date (such  transactions,
"New  Transactions"),  to the extent that such New  Transactions  relate to, and
were executed for the purpose of supporting, (A) the Business to the extent such
Business is then  conducted by UBOC pursuant to the  Conversion  Protocols  (but
shall not include any Brady Bonds,  oil recovery rights,  investment  securities
and all Risk Assets booked  outside of the United  States) or (B) export letters
of credit  that are  confirmed  under  lines of  credit  made  available  by the
Business; and

                  (ii) all Risk Assets  (excluding  Brady  Bonds,  oil  recovery
rights,  investment  securities and all Risk Assets booked outside of the United
States)  relating  exclusively to Customers with respect to which the Conversion
is then complete  (such Risk Assets,  together with Risk Assets  relating to New
Transactions,  the "Subsequent Risk Participation Assets" and, together with the
Initial Risk Participation Assets, the "Risk Participation Assets").

                  (b)  Wachovia  may,  in  its  sole   discretion,   accept  any
Invitation  relating to a New  Transaction  that  Wachovia  has not  approved in
advance in writing.  Wachovia shall promptly accept any Invitation relating to a
New  Transaction  that Wachovia has approved in advance in writing.  If Wachovia
determines  to, or is required to, accept an  Invitation,  then  Wachovia  shall
confirm its acceptance of such Invitation by sending an Acceptance to UBOC. Each
such  Invitation  and  Acceptance  shall  be  sent by  authenticated  S.W.I.F.T.
message.


__________________

(3) Included  will be loans with  maturity  dates of over ninety (90) days after
the date  hereof  and  certain  "long-dated"  letters  of  credit  and  bankers'
acceptances.  Excluded will be certain  counterparties  (including  all uncommon
customers);  Risk Assets with a BDG worse than 7.5 at the Principal Closing; all
Risk  Assets  other than  bankers'  acceptances,  commercial  loans,  letters of
credit,  standby letters of credit or placements  (such as derivatives,  foreign
exchange  and  securities  exposure,  including  investment  securities  trading
securities,   securities   lent,   securities   purchased,   etc.);   any   cash
collateralized  assets;  any  Risk  Assets  that  have  Encumbrances  (including
Permitted Encumbrances);  Mongolia, Yemen, Russia, Baltic and the former CIS, as
well as UBOC's Tokyo,  Taipei,  Hong Kong or Seoul  branches,  whether funded or
unfunded, and certain specifically identified  counterparties;  Risk Assets that
are more than 30 days past due as of the  Principal  Closing  Date;  instruments
lacking  appropriate  documentation;  and Risk  Assets  that  have not  received
compliance  approval from Wachovia.  These will not include any Brady Bonds, oil
recovery rights, investment securities and all Risk Assets booked outside of the
United States.


                                      C-3
<PAGE>


                  (b) For the  avoidance of doubt,  notwithstanding  anything to
the contrary  herein or the Purchase  Agreement,  (i) to the extent Wachovia has
made a payment to UBOC for an Unpaid  Amount,  UBOC shall assign and transfer to
Wachovia any proceeds of any credit insurance policies, up to the amount of such
Unpaid Amount paid by Wachovia to UBOC, covering the Risk Participation  Assets;
provided  that in the event any third  party  consent is  required  for any such
assignment  or transfer,  UBOC shall be deemed to have  satisfied  the foregoing
obligation  if UBOC shall have used  commercially  reasonable  efforts to obtain
such  consent;  (ii) Wachovia is not assuming any risk,  liability,  obligation,
loss, claim, damages, penalty, action, cost or expense hereunder with respect to
the  enforceability  of, or the  accuracy  or  completeness  of,  any Risk Asset
Documentation  related to any Risk Participation  Asset; and (iii) to the extent
Wachovia has made a payment to UBOC for an Unpaid  Amount,  Wachovia  shall have
rights  hereunder,  up to the amount of such  Unpaid  Amount paid by Wachovia to
UBOC, to any and all of UBOC's rights to credit insurance,  security, guaranties
or collateral to the extent relating to any Risk Participation Asset.

                                   ARTICLE III

                 CONVERSION OF CERTAIN RISK PARTICIPATION ASSETS

                  3.1 From and after the date hereof,  Wachovia may, in its sole
reasonable  discretion,   elect  to  convert  all  or  a  portion  of  the  Risk
Participation  Assets from UBOC's  books to  Wachovia's  books as of one or more
dates selected by Wachovia in its sole discretion, which dates shall be no later
than March 31, 2006 (each such date,  a "Risk  Participation  Assets  Conversion
Date"). For the avoidance of doubt, a Risk Participation  Assets Conversion Date
may be any Business Day reasonably selected by Wachovia. From and after the date
hereof until the Sellers'  Shutdown  Date,  UBOC shall  provide to Wachovia such
information  concerning the Risk Participation Assets as Wachovia may reasonably
request in connection with its evaluation of the Risk Participation  Assets with
a view to determining  which Risk  Participation  Assets,  if any, Wachovia will
convert in accordance with this Article III.

                  3.2  Wachovia  shall  give  UBOC  written  notice  of  a  Risk
Participation  Assets  Conversion  Date and a description  of the Risk Assets it
intends to convert onto its books as of the Risk Participation Assets Conversion
Date (the  "Converted  Risk  Assets")  at least  ten (10)  Business  Days  prior
thereto.(4)

                  3.3 UBOC shall deliver to Wachovia an estimate, in writing, of
the aggregate  book value of the Converted Risk Assets at least two (2) Business
Days prior to the applicable Risk Participation Assets Conversion Date.

                  3.4 On  each  Risk  Participation  Assets Conversion Date, the
following shall occur:

                  (a) UBOC shall sell, assign,  convey,  transfer and deliver to
Wachovia,  and Wachovia shall purchase and acquire from UBOC and take assignment
and delivery from UBOC


__________________

(4) Wachovia does not expect to convert banker's acceptances.


                                      C-4
<PAGE>

of, all of UBOC's right,  title and interest in and to all of the Converted Risk
Assets that  Wachovia has elected to convert on such Risk  Participation  Assets
Conversion Date, together with the Risk Asset Documents that are related to such
Converted  Risk Assets,  any cash that is serving as collateral  for a Converted
Risk  Asset,  in each case free and clear of any  Encumbrances  and the right to
receive any credit insurance proceeds applicable to such Converted Risk Assets.

                  (b)  Wachovia  shall  assume,  and  from  and  after  the Risk
Participation  Assets  Conversion Date,  shall pay,  perform and discharge,  all
Contingent Risk  Liabilities to the extent  associated  with,  arising out of or
resulting from any Contingent Risk Assets included in the Converted Risk Assets.
By way of  example,  such  Contingent  Risk  Liabilities  would  include (i) the
obligation  of UBOC to pay a  beneficiary  under a letter  of  credit  where the
account party's obligation to UBOC is a Contingent Risk Asset that constitutes a
Converted  Risk Asset and (ii) the  obligation  under a draft  accepted  by UBOC
where  the  obligation  to UBOC  under  the  draft is a  Contingent  Risk  Asset
constituting a Converted Risk Asset;

                  (c) The  conversion  of the  Converted  Risk  Assets  shall be
effective as of 12:01 a.m.,  Pacific Time, on the applicable Risk  Participation
Assets Conversion Date. UBOC shall deliver to Wachovia,  no later than 9:00 a.m.
Pacific Time, on the applicable Risk  Participation  Assets  Conversion  Date, a
true and complete  calculation  of the aggregate net book value of the Converted
Risk Assets; and

                  (d) Wachovia shall pay to UBOC by wire transfer of immediately
available  funds to an account  designed by UBOC for such purpose the  aggregate
net book  value of the  Converted  Risk  Assets  that  have  been  converted  to
Wachovia's books on such Risk Participation  Assets Conversion Date. Any dispute
regarding the  calculation  of the  aggregate net book value for such  Converted
Risk Assets shall be resolved in  accordance  with Section 2.8.3 of the Purchase
Agreement, mutatis mutandi.

                                   ARTICLE IV

                             RISK PARTICIPATION FEE

                  4.1 On a monthly  basis,  beginning at the  conclusion  of the
first full calendar month after the date hereof,  Wachovia shall deliver to UBOC
a statement (an "Invoice") of the fees (the "Risk  Participation  Fees") payable
by UBOC  hereunder in arrears with respect to the  preceding  month (and, in the
case of the first Invoice delivered hereunder, for the period from and after the
date hereof until the end of the calendar  month in which the Principal  Closing
occurred).

                  4.2 The Risk Participation Fee shall be calculated as follows:

                  (a)  The  Risk   Participation   Fee  for  the  Initial   Risk
Participation  Assets and  Subsequent  Risk  Participation  Assets  described in
Section  2.2(a)(ii)  (relating to Customers with respect to which the Conversion
is completed) shall be 0.45% p.a. with respect to loans, 0.15% p.a. with respect
to bankers' acceptances, 0.25% p.a. with respect to commercial letters of credit
and 0.70% p.a. with respect to standby letters of credit.



                                      C-5
<PAGE>


                  (b)  The  Risk  Participation  Fee  for  the  Subsequent  Risk
Participation   Assets   described  in  Section   2.2(a)(i)   (relating  to  New
Transactions)  shall be equal to the Actual Risk Margin on the New Transactions.
"Actual Risk Margin" means: (i) for loans and placements, the basis point spread
above the London Interbank  Offering Rate applicable to each such loan; (ii) for
bankers' acceptances,  the basis point spread above the bankers' acceptance rate
applicable to each such bankers' acceptance; and (iii) for letters of credit and
standby letters of credit, the actual fees charged for such letter of credit.

                  (c) In the case of each of Sections  4.2(a) and (b),  the Risk
Participation  Fee will be  calculated  on the  monthly  average  amount of Risk
Participation Assets then outstanding.

                  4.3 UBOC shall promptly, and in any event within five (5) days
after  receipt of an Invoice,  pay to Wachovia by wire  transfer of  immediately
available  funds to an account  designated  by  Wachovia  for such  purpose  all
undisputed  amounts  shown  on such  Invoice.  If  UBOC  objects  to  Wachovia's
calculation  of the Risk  Participation  Fees shown on such Invoice,  UBOC shall
promptly,  and in any event within five (5) days after  receiving  such Invoice,
notify  Wachovia of such  objection.  Any dispute  regarding an Invoice shall be
resolved in accordance with Section 11.5 of the Purchase Agreement and, promptly
upon such  resolution,  UBOC shall pay to  Wachovia  any  remaining  outstanding
amounts determined  pursuant to Section 11.5 of the Purchase Agreement to be due
and payable with respect to such Invoice.

                  4.4 Other than the Risk  Participation  Fees and the  payments
described  in  Article  VII  hereof,  each  Party  shall  bear its own costs and
expenses arising from its performance  under this Agreement,  including  without
limitation the operational  costs of servicing the Risk Assets  portfolio unless
such amounts represent an Unpaid Amount.

                                    ARTICLE V

                         DURATION OF RISK PARTICIPATIONS

                  5.1 Each Participation  Agreement hereunder shall provide that
the  Participation  granted  thereunder  shall  terminate with respect to a Risk
Participation Asset upon the earlier of (i) the Risk Participation  Conversation
Date,  if such  Risk  Participation  Asset is then  purchased  by  Wachovia  and
converted onto  Wachovia's  books,  (ii)  expiration or  cancellation  of a Risk
Participation  Asset without  obligation by Wachovia or UBOC,  (iii) the date on
which  UBOC has  received  all  amounts  owing  to it in  respect  of such  Risk
Participation Asset and is under no further obligation, actual or contingent, in
respect of such Risk  Participation  Asset or (iv) the date, if any, after March
31, 2006 on which UBOC provides  written notice to Wachovia that it is electing,
such election to be made in UBOC's sole discretion, to terminate a Participation
with respect to a Risk Participation Asset.

                                   ARTICLE VI

               INFORMATION; DOCUMENTATION; ACCESS; CONFIDENTIALITY

                  6.1 From and after the date  hereof,  UBOC  shall  provide  to
Wachovia  an  updated  SCHEDULE  A on at least a  weekly  basis  reflecting  the
payment,  expiration or cancellation




                                      C-6
<PAGE>

of any Risk  Participation  Assets described therein or any other changes in the
composition  of the Risk  Participation  Assets in which Wachovia has acquired a
Participation  hereunder or under any of the Participation  Agreements  executed
and delivered pursuant hereto.

                  6.2 UBOC shall  make  available  to  Wachovia,  at  Wachovia's
request,  copies of or, at UBOC's  option,  on-site  access to true and  correct
copies of the documents  evidencing each Transaction in which UBOC has delivered
an  Invitation  with  respect  thereto or has granted  Wachovia a  Participation
hereunder.  Wachovia confirms that it is familiar with the information regarding
each Obligor and Security  Party  identified in Schedule A as of the date hereof
that Wachovia deems necessary.  UBOC (A) makes no  representation or warranty to
Wachovia and shall not be responsible to it for the accuracy or  completeness of
any  information,  exhibit or report furnished by an Obligor or a Security Party
in connection with the documents  evidencing the Transactions or any statements,
warranties or  representations  (whether written or oral) made or deemed made by
an Obligor or a Security Party in or in connection  with any of such  documents,
(B) subject to industry  standards with respect to loan  portfolio  servicing by
major financial  institutions,  shall have no duty to ascertain or to inquire as
to the performance or observance of any of the terms, covenants or conditions of
any of the documents evidencing the Transactions on the part of the Obligor, any
Security Party, or any other Person or to inspect the property, books or records
of the  Obligor,  any Security  Party,  or any other Person and (C) shall not be
responsible  for the  sufficiency,  value or  collectability  of any  collateral
related to the Transactions.

                  6.3 Subject to compliance  with Legal  Requirements,  from and
after the date hereof,  the Parties shall  cooperate and provide  information to
each other regarding the Risk  Participation  Assets,  including the Obligor and
loan  identification  numbers associated with the Risk Participation  Assets, in
order  to  facilitate  the  tracking  of  counterparty  exposure  by each of the
Parties.  From and after the date hereof  until  Sellers'  Shutdown  Date,  UBOC
shall, to the extent permissible under Legal  Requirements,  permit at least two
(2) Wachovia  employees to be located in one or more domestic UBOC facilities on
a part-time or full-time  basis,  at Wachovia's  option (each such  employee,  a
"Wachovia Employee"), and shall cause its employees to reasonably cooperate with
each  Wachovia  Employee  for  the  purpose  of  complying  with  the  foregoing
cooperation  obligation  and for the purpose of reviewing New  Transactions  and
reporting  such  New  Transactions  to  Wachovia.  In  furtherance  and  not  in
limitation of the foregoing,  UBOC shall permit each Wachovia Employee to access
UBOC's loan and risk management  systems and to run daily reports  regarding the
Risk  Participation  Assets  and to  deliver  such  reports  to the  appropriate
Wachovia  officers.  The costs related to such Wachovia Employees shall be borne
solely by Wachovia and all liabilities  arising out of such Wachovia  Employees'
cooperation with UBOC and placement at UBOC offices shall be the  responsibility
of  Wachovia.  Wachovia  hereby  indemnifies  UBOC (or its  agents,  Affiliates,
directors,  officers  or  employees)  and  holds  it  harmless  for  any and all
liabilities, obligations, losses, claims, damages, penalties, actions, costs and
expenses  which may be  suffered  by, or imposed on or  incurred by UBOC (or its
agents, Affiliates,  directors, officers or employees), to the extent related to
such Wachovia  Employees,  including any of such Wachovia  Employees' actions or
omissions,  except to the  extent  any such  liabilities,  obligations,  losses,
claims,  damages,  penalties,  actions, costs or expenses arise out of or result
from UBOC's gross negligence or willful misconduct.



                                      C-7
<PAGE>


                  6.4 With respect to the Risk Participation  Assets, UBOC shall
maintain  records and accounts in accordance  with its usual practice in respect
of the amounts paid and received by it from Obligors and/or Security Parties and
from Wachovia and such records and accounts will be available for  inspection by
Wachovia at all reasonable  times and will be conclusive and binding on Wachovia
in the absence of manifest error.

                  6.5 The  Parties  shall  inform  each other  without  delay of
events,  which come to their knowledge and in their reasonable  opinion may have
an adverse effect on the ability of any Obligor or Security Party to fulfill its
obligations under any Transaction relating to any Risk Participation Asset.

                  6.5 Wachovia  undertakes to keep  confidential all information
it receives from UBOC with respect to Risk Participation  Assets or otherwise to
the extent required by the documents  evidencing the  Transactions or applicable
Legal Requirements,  provided that the exceptions set forth clauses (i)-(iii) of
the definition of  "Proprietary  Information"  in the Purchase  Agreement  shall
apply to this Section 6.6 mutatis  mutandi and  provided,  further,  that to the
extent any Risk Participation Assets become Converted Risk Assets, the foregoing
restriction shall cease to apply to such Risk Participation Assets.

                                   ARTICLE VII

                       UNFUNDED PARTICIPATIONS; RECOVERIES

                  7.1 In respect of a  Participation,  Wachovia shall upon first
written demand by UBOC,  subject to Section 8.1 hereof,  promptly pay to UBOC an
amount  equal to the  Unpaid  Amount  payable  under  the  relevant  Transaction
(without  requiring  UBOC to first take recourse  against any Obligor,  Security
Party or any other  Person);  provided that such losses,  damages,  liabilities,
costs or expenses were not caused by the grossly  negligent acts or omissions of
UBOC or by UBOC's willful misconduct.

                  7.2 Subject to Section  7.3,  with  respect to Unpaid  Amounts
paid by Wachovia to UBOC under Sections  7.1(a) and (b), UBOC shall promptly pay
to  Wachovia  the  amount  of all  recoveries,  including  but  not  limited  to
principal,  interest (including default interest),  fees and costs,  received by
UBOC under a Transaction  to the extent  related to such Unpaid  Amounts paid by
Wachovia  to UBOC.  The  Parties  agree  that if any sum  which is  received  or
recovered  under the documents  evidencing a Transaction is not  attributable to
any particular amount due under such documents,  that sum will be applied (after
payment of any  expenses  incurred  in its  collection  to the  extent  Wachovia
consented to, or directed UBOC to undertake,  such  collection)  by UBOC towards
such  obligations  (including  any  Unpaid  Amount) of the  relevant  Obligor as
Wachovia and UBOC may mutually determine.

                  7.3 If (a) any sum which is paid into an account  required  by
Legal   Requirements   to  be  blocked  or  is  paid  in   non-transferable   or
non-convertible  currency, or (b) any financial or other instrument is issued to
UBOC in satisfaction  or purported  satisfaction of any obligation of an Obligor
to make any payment with respect to a Risk Participated Asset (which payment, in
either case of the  foregoing  clauses (a) or (b), if made to UBOC in the manner
provided for in the documents  evidencing the Transaction  would have given rise
to a liability on




                                      C-8
<PAGE>

the part of UBOC to make a corresponding payment to Wachovia under Section 7.2),
then (i) at  Wachovia's  sole  option,  promptly  following  Wachovia's  written
request,  UBOC shall  transfer to Wachovia such sum or such  instrument,  as the
case may be,  to the  extent  permitted  by Legal  Requirements,  in lieu of the
payments  described in Section 7.2 and (ii) if such transfer is not  permissible
under Legal Requirements,  then UBOC shall hold such sum or such instrument,  as
the case may be, on Wachovia's behalf and shall consult with Wachovia and obtain
Wachovia's  consent  prior to taking any action with respect  thereto;  provided
that Wachovia shall not receive any greater amount  pursuant to this Section 7.3
than it is entitled to receive under Section 7.2.

                  7.4 Each  payment to be made  pursuant to  Section 7.1, 7.2 or
7.3 hereof shall be:

                  (a) remitted to the account  number  specified in the relevant
Participation Agreement;

                  (b) made in the  currency  in which the amount is  denominated
for value on the date due at such  times and in such funds as are  customary  at
the time for settlement of transactions in that currency; and

                  (c) made net of any  deduction or  withholding  required to be
made from such payments pursuant to applicable Legal Requirements.

                  7.5 If at  any  time  applicable  Legal  Requirements  require
either Party to make any deduction or withholding of whatsoever  nature from any
payment due under this  Article  VII,  the sum due from such Party in respect of
such payment shall be increased to the extent necessary to ensure that after the
making of such  deduction  or  withholding,  the other Party  receives a net sum
equal  to the  sum  which  it  would  have  received  had no such  deduction  or
withholding been made. Each Party shall use commercially  reasonable  efforts to
avoid becoming subject to any obligation to make a payment of any such deduction
or  withholding.  Each Party  agrees to make any and all payments due under this
Agreement  from such Party from its booking  branch in the United  States to the
other Party's booking branch in the United States.

                  7.6 If either Party fails to pay any sum under this  Agreement
when due and payable,  interest  will accrue on that sum from the due date up to
and including the day when the amount is actually paid,  calculated at an annual
rate equal to the Contract Interest Rate.

                  7.7 Any  payment falling  due on a non-Business  Day  shall be
made on the next following Business Day.

                  7.8 Where  the  obligation  of UBOC to make a payment  under a
Participation  Agreement  arises as a result of UBOC  having  received an amount
from the  Obligor or any  Security  Party or any other  Person as  described  in
Section 7.2 or Section 7.3,  UBOC will not be obliged to make that payment until
it has established to its  satisfaction  that it has  irrevocably  received such
amount,  but if UBOC does make such payment and it proves to be the case that it
has not  received  that amount,  Wachovia  will on demand  promptly  refund that
payment in full to UBOC.



                                      C-9
<PAGE>


                  7.9 If UBOC  receives  payment  of any  amount in respect of a
Risk Participated  Asset and subsequently such payment is set aside,  avoided or
ordered to be reduced by virtue of any  provision to  bankruptcy  insolvency  or
liquidation,  then Wachovia shall,  upon demand by UBOC,  promptly pay to UBOC a
sum equal to the amount avoided, set aside, refunded or reduced.

                  7.10 All payments by a Party herein shall be made without set-
off or counterclaim.

                  7.11 The Parties agree that the obligations of Wachovia to pay
to UBOC the  amounts  set forth  herein  shall be  absolute,  unconditional  and
irrevocable and shall be performed  strictly in accordance with the terms hereof
under all circumstances,  including the following circumstances:  (i) subject to
Section 8.2, any amendment or waiver of or any consent to any departure from all
or any of the documents  evidencing  the  Transactions,  or other  indulgence or
modification of or forbearance with respect to any of such documents unless such
amendment,  waiver, consent,  indulgence or modification is entered into or made
by UBOC in violation of the terms hereof; (ii) subject to Section 8.1, any other
act or omission to act of any kind by UBOC,  the Obligor,  any Security Party or
any other  Person,  except such acts or  omissions  which  constitute  the gross
negligence  or  willful  misconduct  of UBOC;  or (iii) the fact that any event,
matter,  condition or  circumstance  may have occurred which has or could have a
material  adverse effect on the business,  properties,  results of operations or
condition  (financial or otherwise) of the Obligor,  any Security Party or other
Person.  Wachovia  acknowledges that UBOC may honor whatever funding  obligation
UBOC in good faith,  consistent  with  industry  standards  with respect to loan
portfolio servicing by major financial  institutions,  determines itself to have
under the documents evidencing a Transaction.

                                  ARTICLE VIII

                         ADMINISTRATION OF A TRANSACTION

                  8.1 The  examination  of documents and  administration  of the
participated letters of credit are the sole and full responsibility of UBOC, and
Wachovia is under no  obligation  to reimburse  UBOC if the  relevant  Obligor's
failure to make  reimbursement  is due to UBOC's failure to comply with any term
of  any  participated  letter  of  credit,  its  negotiation  of  non-conforming
documents  or its failure to comply  with the terms of the  Uniform  Customs and
Practice for Documentary Credits  (International Chamber of Commerce publication
no. 500,  1993  Revision)  ("UCP 500") in  relation to  documentary  and standby
letters of credit, or the International Standby Practices (International Chamber
of  Commerce  publication  no.  590,  issued in 1998  ("ISP98")),  in respect of
standby letters of credit.

                  8.2       Modifications

                  (a)  Subject  to  paragraph   (b)  below  UBOC  may,   without
responsibility  to Wachovia,  in connection with the Risk  Participation  Assets
(but not the Converted Risk Assets): (i) exercise or refrain from exercising any
or all of its rights, powers and discretions arising under or in connection with
the documents evidencing the Transactions; (ii) agree to any




                                      C-10
<PAGE>

variation or waiver of the terms of the documents  evidencing the  Transactions;
and (iii) perform any other acts under the documents evidencing the Transactions
as it in its discretion sees fit.

                  (b) UBOC  shall  not,  without  the prior  written  consent of
Wachovia,  take such action that would result in: (i) any  variation to the date
for payment of, or any variation to an amount or a change in the currency of any
amounts  payable  under,  the  documents  evidencing  the  Transactions;  (ii) a
reduction  of any amount in respect of interest or any fee payable by an Obligor
provided under the documents  evidencing the Transactions;  (iii) the release of
any credit  insurance,  security,  guaranty or  collateral  relating to any Risk
Participation  Asset; or (iv) the enforcement of, or efforts by UBOC to enforce,
any of UBOC's  rights with respect to any Risk  Participation  Asset against any
Obligor, any Security Party or any third party.

                  8.3 UBOC shall  promptly  upon the  occurrence of any event of
default or other  similar  condition  or event in relation to an Obligor  and/or
Security Party (however described in the relevant Transaction, each a "Default")
notify  Wachovia of the Default in respect of any  Transaction in which Wachovia
has a Participation hereunder.

                  8.4 Following  receipt by Wachovia of a notice that an Obligor
or Security  Party has failed to make  payment when due and payable with respect
to any Risk Participation  Asset,  Wachovia and UBOC shall jointly determine the
actions to be taken by UBOC in order to recover  the amounts due and unpaid from
the Obligor  and/or a Security  Party.  Upon  written  request by  Wachovia,  if
permitted by Legal Requirements and the Transaction documents, UBOC shall assign
to Wachovia a portion of the claims under the  Transaction  which  correspond to
the relevant Risk Participated  Assets and, following such assignment,  Wachovia
may proceed directly against the relevant Obligor and/or Security Party. If UBOC
and Wachovia cannot agree on the actions to take to enforce the Transaction, and
if such an  assignment  is not  permissible  under  Legal  Requirements  and the
Transaction  Documents,  then at  Wachovia's  request,  UBOC  shall,  acting  as
Wachovia's  agent,  take such  actions on  Wachovia's  behalf as Wachovia  shall
reasonably  request  in order to recover  the  amounts  due and unpaid  from the
Obligor and/or a Security Party; provided that UBOC shall be under no obligation
to take  such  actions  if it  reasonably  believes  that  such  actions  are in
violation  of Legal  Requirements.  For  Transactions  where  UBOC is  acting as
Wachovia's agent and at Wachovia's  direction,  Wachovia shall indemnify UBOC on
first  written  demand  from  and  against  all  losses,  damages,  liabilities,
reasonable  costs and expenses  which UBOC has incurred in connection  with such
actions;  provided  such  losses,  damages,  liabilities,  reasonable  costs and
expenses are not caused by UBOC's grossly  negligent acts or omissions or by its
willful misconduct.

                                   ARTICLE IX

                                   TERMINATION

                  9.1      If:

                  (a)  Wachovia  fails to pay any  amount  when due and  payable
hereunder or under a Participation Agreement, UBOC may cancel that Participation
Agreement upon notice to Wachovia; or



                                      C-11
<PAGE>


                  (b) UBOC's representations set forth in Section 10.6 hereof to
the extent related to the Risk  Participation  Assets are untrue in any material
respect,  Wachovia  may  require  UBOC  to  cancel  the  affected  Participation
Agreement  upon notice to UBOC and UBOC shall pay to Wachovia an amount equal to
the  amount  already  paid  by  Wachovia  in  respect  of  that   Participation,
notwithstanding  anything to the  contrary  in this  Agreement  or the  Purchase
Agreement;

and once  accrued  claims and  liabilities  owing  hereunder  have been paid all
rights and obligations of UBOC and Wachovia under that  Participation  Agreement
shall be terminated.

                                    ARTICLE X

                                      OTHER

                  10.1 Sections 11.1,  11.5,  11.6,  11.7,  11.8,  11.9,  11.10,
11.11,  11.12 and 11.13 of the Purchase  Agreement  are hereby  incorporated  by
reference mutatis mutandi.

                  10.2 No Party may  assign  or  transfer  any of its  rights or
obligations  under this Agreement or under any  Participation  Agreement without
the prior written  consent of the other Party.  This Agreement  shall be binding
upon and shall inure to the benefit of the Parties  hereto and their  respective
successors and permitted assigns.

                  10.3     Status of Participation.

                  (a)  Except  as set  forth in this  Agreement,  UBOC  does not
transfer or assign any rights or obligations under the documents  evidencing the
Transactions to the extent related to any Risk Participation Assets and Wachovia
will have no proprietary interest in the benefit of the documents evidencing the
Transactions  or in any  monies  received  by UBOC under or in  relation  to the
documents evidencing the Transactions, in each case to the extent related to any
Risk Participation Assets.

                  (b) The right of the Wachovia to receive monies from UBOC with
respect to any Risk Participation Asset is restricted to the extent of an amount
equal to the relevant  portion of any monies  received and applied in accordance
herewith by UBOC from any Obligor or Security Party.

                  (c) Wachovia  shall not be  subrogated  to or  substituted  in
respect of UBOC's  claims by virtue of any  payment  under a  Participation  and
Wachovia  shall have no  contractual  relationship  with or rights  against  any
Obligor or Security  Party  pursuant to the terms  hereof  except in any case in
which UBOC  defaults in its  servicing  obligation  with respect to the relevant
Risk Participation  Assets and except for Risk Participation Assets converted to
Wachovia in accordance with the terms hereof.

                  (d) Nothing  herein  constitutes  UBOC as agent,  fiduciary or
trustee for the Wachovia.

                  (e) Nothing  herein  shall place UBOC under an  obligation  to
exercise  any rights of  set-off it may have  against  any  Obligor or  Security
Party;  provided  that if UBOC does




                                      C-12
<PAGE>

elect or agree to set-off any such amounts,  UBOC shall make Wachovia  whole for
any amounts to which  Wachovia  would be entitled  hereunder with respect to the
amount  of  such  set-off   reasonably   attributable  to  the  applicable  Risk
Participation Asset.

                  (f)  UBOC's  obligations  under  the  Participations  shall be
subject to its obligations under the documents evidencing the Transactions.

                  (g)  This  Agreement  and the  agreements  and  understandings
between  the  Parties in  relation to a  Participation  shall not  constitute  a
partnership,  joint  venture or any other form of  association  between UBOC and
Wachovia.

                  10.4 Each Participation  Agreement shall form an integral part
of this Agreement and the conditions agreed upon in the applicable Participation
Agreement shall together with this Agreement govern the relevant Participation.

                  10.5 If for the  purpose of  obtaining a judgment in any court
with respect to any obligation of a Party hereunder or stating a claim, it shall
become necessary to convert into any other currency any amount into the currency
due hereunder, then such conversion shall be made at the spot conversion rate as
in effect on the date the paying Party makes payment to the  receiving  Party in
satisfaction  of such  judgment.  If  pursuant  to any such  judgment  or claim,
conversion shall be made on a date other than the date payment is made and there
shall occur a change between such spot  conversion  rate and the spot conversion
rate as in effect on the date of payment,  the paying  Party  agrees to pay such
additional  amounts,  if any, as may be necessary to insure that the amount paid
is the  amount  in  such  other  currency  which,  when  converted  at the  spot
conversion  rate as in effect on the date of  payment  or  distribution,  is the
amount then due  hereunder in such currency as may be specified by the receiving
Party ("Receiver's  Required Currency").  Any amount due under this Section 10.5
shall be due as a separate  debt and shall not be affected by or merged into any
judgment  being  obtained for any other sums due  hereunder or in respect of any
obligation.  In no event, however,  shall a paying Party be required to pay more
Receiver's  Required  Currency  at the spot  conversion  rate as in effect  when
payment is made than the amount of Receiver's Required Currency stated to be due
hereunder.

                  10.6 UBOC represents and warrants that each Risk Participation
Asset is,  as of the date  hereof,  or will be as of the time at which  UBOC and
Wachovia enter into a Participation Agreement with respect thereto (i) evidenced
by appropriate and sufficient documentation and will constitute the legal, valid
and  binding   obligation  of  the  Obligor  named   therein,   subject  to  the
Enforceability  Exceptions  and (ii)  free and clear of any  Encumbrances.  Each
Converted  Risk Asset  will be as of the time at which  such asset is  converted
onto  Wachovia's  books in  accordance  with the terms  hereof (i)  evidenced by
appropriate and sufficient  documentation  and will constitute the legal,  valid
and  binding   obligation  of  the  Obligor  named   therein,   subject  to  the
Enforceability  Exceptions  and (ii)  free and clear of any  Encumbrances.  UBOC
shall transfer good title to such Converted Risk Assets free of Encumbrances. If
UBOC's liability to make any payment under any Transaction with respect to which
Wachovia is entering  into a  Participation  Agreement  is  contingent  upon the
Obligor or any other Person having  provided any  documents or having  satisfied
any  conditions  upon  requesting  any  payment  from UBOC  under  the  relevant
Transaction,  such documents have been provided in a form acceptable to UBOC and
in  accordance  with the  practices  and  standards  generally  complied with in
relation to a specific type




                                      C-13
<PAGE>

of  Transaction  including,  but not  limited  to,  the UCP 500 in  relation  to
documentary and standby letters of credit,  and the ISP 98 in respect of standby
letters of credit,  and such conditions have been satisfied to the  satisfaction
of UBOC.

                      [THE NEXT PAGE IS THE SIGNATURE PAGE]




                                      C-14
<PAGE>


                                    WACHOVIA BANK, NATIONAL ASSOCIATION

                                    By
                                    ____________________________________________
                                    Name:
                                    Title:




                                    UNION BANK OF CALIFORNIA,
                                    NATIONAL ASSOCIATION

                                    By
                                    ____________________________________________
                                    Name:
                                    Title:








                                      C-15
<PAGE>




                                   SCHEDULE A

                        INITIAL RISK PARTICIPATION ASSETS


    [Schedule to be provided updated by Wachovia as of the Principal Closing]



                                      C-16
<PAGE>


                                   SCHEDULE B

                               FORM OF INVITATION

[(to be sent via email  followed  by a next-day  courier  delivery  of  executed
version)][For Initial Risk Participation Assets]

[(to  be  sent  by  authenticated   S.W.I.F.T.   message)][For  Subsequent  Risk
Participation Assets]

Date:

From:  Union Bank of California, National Association

To:  Wachovia Bank, National Association

UBOC's reference:
Wachovia's reference:

Dear Sirs,


                                   INVITATION

                  We refer to the Master Participation  Agreement dated [ ] 2005
between  Wachovia  Bank,  National  Association  and Union  Bank of  California,
National  Association  (as the same may be  amended  as from  time to time,  the
"Agreement").  This Invitation  forms part of, and is subject to, the Agreement.
All terms  contained in the Agreement  shall have the same meanings when used in
this Invitation.

                  1.       TERMS OF PARTICIPATION

                  [The  terms of the  particular  Participation  to  which  this
Invitation  relates are as set forth in the attached  spreadsheet.] [For Initial
Risk Participations]

                  [The  terms of the  particular  Participation  to  which  this
Invitation relates are as follows:

                  Obligor:

                  Details   of   Participation:   (funded/unfunded,   confirmed,
guaranteed, financed, refinanced, discounted)

                  Face Amount:

                  Transaction:

                  Transaction  Details:  [We  attach  a  copy  of  the  relevant
Transaction.]

                  Guarantee  or  other   security  for  the  Obligor's   payment
obligations: [We attach a copy of the document evidencing liens and encumbrances
on property, guarantees



                                      C-17
<PAGE>


                  or  any  other  rights  granted  or  provided  to  secure  the
repayment of an obligation (specify).]

                  Security   Party/Parties   (describe   by  name  and  type  of
collateral):

                  2.       PARTICIPATION DATE

                  The date on which Wachovia is committed with its participation
amount for the proposed Participation is .

                  3.       FEE

                  We shall pay to you a fee  calculated in  accordance  with the
Master Risk Participation Agreement.

                  4.       OTHER TERMS.

                  (Insert  specific  terms,  if any,  applicable to the relevant
Transaction.)

                  5.       ACCOUNT DETAILS

                  Our  account  details in relation  to this  Invitation  are as
follows:

Account number:

Bank:

                  6. ACCEPTANCE DATE] [For Subsequent Risk Participations]

                  If you agree to the terms of this  Invitation,  kindly send us
your Acceptance to be received by us no later than .

                  This  Invitation   shall  be  governed  by  and  construed  in
accordance with the law agreed pursuant to the Agreement.


                                    Yours sincerely,



                                    UNION BANK OF CALIFORNIA,
                                    NATIONAL ASSOCIATION

                                    By
                                    ____________________________________________
                                    Name:
                                    Title:



                                      C-18
<PAGE>


                                   SCHEDULE C

                               FORM OF ACCEPTANCE

                (to be sent by authenticated S.W.I.F.T. message)

Date:

From:  Union Bank of California, National Association

To:  Wachovia Bank, National Association

UBOC's reference:
Wachovia's reference:

Dear Sirs,


                                   ACCEPTANCE
                  We refer to:

                  (i)      the  Master  Participation  Agreement  dated [ ] 2005
                           between   Union   Bank   of   California,    National
                           Association and Wachovia Bank,  National  Association
                           (as the same may be amended as from time to time, the
                           "Agreement"); and

                  (i)      your Invitation dated [ ].

                  This  Acceptance  forms  part  of,  and  is  subject  to,  the
Agreement.  All terms  contained in the  Agreement  shall have the same meanings
when used in this Acceptance.

                  We hereby accept to participate in the invited  Transaction on
the terms and conditions stated therein and in the Agreement.

                  This  Acceptance   shall  be  governed  by  and  construed  in
accordance with the laws agreed pursuant to the Agreement.


                                    Yours sincerely,

                                    WACHOVIA BANK, NATIONAL ASSOCIATION

                                    By
                                    ____________________________________________
                                    Name:
                                    Title:



                                      C-19
<PAGE>


                                    EXHIBIT D

                  MASTER EMPLOYEE LEASING AGREEMENT, dated as of [DATE] 2005 (as
amended,  supplemented or replaced from time to time, this "AGREEMENT"),  by and
among UNION BANK OF CALIFORNIA, N.A., a national banking association, UNION BANK
OF CALIFORNIA  INTERNATIONAL,  a corporation  organized  under the provisions of
Section 25A of the Federal  Reserve Act, and UNION BANK OF  CALIFORNIA  SERVICOS
LTDA., a Brazilian limited liability company (SOCIEDADE LIMITADA) (collectively,
"SELLERS"), on the one hand, and WACHOVIA BANK, NATIONAL ASSOCIATION, a national
banking association, on the other hand ("PURCHASER").

                                    RECITALS

         A.    Purchaser  and  Sellers  have  entered  into the  Asset  Purchase
               Agreement,  dated as of September 21, 2005 (as it may be amended,
               supplemented  or  replaced  from  time  to  time,  the  "PURCHASE
               AGREEMENT"),  which  provides  for the  purchase by  Purchaser of
               assets of Sellers (the "TRANSACTION").

         B.    Purchaser desires to use the services of designated  employees of
               Sellers,  and  Sellers  desire  to use the  services  of  certain
               designated  employees of  Purchaser,  in each case on a temporary
               basis  in  accordance  with  the  terms  and  conditions  of this
               Agreement.

                  NOW,  THEREFORE,  the parties,  intending to be legally bound,
agree as follows:

1. EMPLOYEE LEASING.

         (a)  At Purchaser's  request from time to time made in accordance  with
              the  Conversion  Protocols,  Sellers will lease to  Purchaser  any
              Business  Employee so requested by Purchaser  (each such  Business
              Employee,  a "SELLERS' LEASED  EMPLOYEE") until the earlier of (1)
              the Business  Employee's  becoming an  Accepting  Employee and (2)
              Sellers'  Shutdown  Date  (with  respect to each  Sellers'  Leased
              Employee,  the  "SELLERS'  LEASE  PERIOD")  to  perform  (1)  such
              services as are  substantially  comparable to those  services that
              were performed by the Sellers'  Leased Employee before the Closing
              for the Business and/or (2) such services as Purchaser  reasonably
              requests in accordance with the Conversion Protocols in connection
              with the  Conversion  and  Purchaser's  operation  of the Business
              during the Sellers' Lease Period (such services, collectively, the
              "SELLERS' LEASED EMPLOYEE SERVICES"); and

         (b)  At Sellers'  request from time to time made in accordance with the
              Conversion   Protocols,   Purchaser  will  lease  to  Sellers  any
              Accepting  Employee so requested by Sellers  (each such  Accepting
              Employee, a "PURCHASER'S LEASED EMPLOYEE") until Sellers' Shutdown
              Date (the "PURCHASER'S  LEASE PERIOD") to perform such services as
              may  be   reasonably   necessary  for  Sellers  to  satisfy  their
              obligations to service the Business after the Closing  pursuant to
              the  Purchase   Agreement  and  the  Conversion   Protocols  (such
              services, collectively, the "PURCHASER LEASED EMPLOYEE SERVICES").

         (c)  Notwithstanding  the  foregoing,   the  parties  acknowledge  that
              Sellers  are  likely  to need to staff a number  of their  foreign
              offices beyond the Sellers'  Shutdown Date in connection  with the
              wind down of such offices and, in  particular,  Sellers are likely
              to be required by Governmental Authorities in the jurisdictions in
              which such foreign offices are located to




                                      D-1
<PAGE>

              maintain branch managers and/or representatives until licenses can
              be surrendered in an orderly fashion in accordance with applicable
              Legal   Requirements.   Accordingly,   and  to  accommodate   such
              situations  abroad,  the parties agree that Sellers'  Lease Period
              and the  Purchaser's  Lease Period may be extended at the election
              of either Sellers or Purchaser (by notice to such other party) for
              a  period  not to  exceed  180  days  (or 270  days to the  extent
              required by Legal Requirements)  beyond the Sellers' Shutdown Date
              to accommodate  (i) the leasing by Purchaser of Sellers'  Business
              Employees  resident  in  Sellers'  foreign  offices  to the extent
              Sellers  retain such  employees and (ii) the leasing by Sellers of
              Accepting  Employees  to the  extent  required  to meet  wind down
              requirements in such foreign offices, it being understood that all
              decisions   regarding  the  Business  Employees  and/or  Accepting
              Employees to be leased,  the timing and conditions under which the
              leasing  occurs and the  circumstances  of their  leasing shall be
              made  in  accordance   with  this  Agreement  and  the  labor  and
              employment provisions of the Conversion Protocols,  which shall be
              deemed extended  beyond the Sellers'  Shutdown Period through such
              extended Sellers' Lease Period and/or  Purchaser's Lease Period to
              govern such leasing arrangements.

2. CERTAIN DEFINITIONS.

         (a)  Sellers,  in their  capacity  as  lessors of the  Sellers'  Leased
              Employees,  and  Purchaser,  in  its  capacity  as  lessor  of the
              Purchaser's  Leased  Employees,  as  applicable,  are  referred to
              herein as the "LESSOR".

         (b)  Purchaser, it its capacity as lessee of Sellers' Leased Employees,
              and  Sellers,  in their  capacity  as lessees  of the  Purchaser's
              Leased  Employees,  as  applicable,  are referred to herein as the
              "Lessee".

         (c)  Where Sellers are the Lessor,  the Sellers'  Leased  Employees are
              the "LEASED  EMPLOYEES",  the Sellers'  Lease Period is the "LEASE
              PERIOD",  and  the  Sellers'  Leased  Employee  Services  are  the
              "SERVICES".  Where Purchaser is the Lessor,  the Purchaser's Lease
              Employees are the "LEASED Employees", the Purchaser's Lease Period
              is  the  "LEASE  PERIOD",  and  the  Purchaser's  Leased  Employee
              Services are the "SERVICES".

         (d)  Other  capitalized  terms used but not  defined in this  Agreement
              have their respective meanings assigned in the Purchase Agreement.

3. SUPERVISION; WORK ENVIRONMENT; EMPLOYMENT DECISIONS.

         (a)  SUPERVISION.  Subject to the Conversion Protocols, the Lessee will
              determine  the  procedures  to be followed in its  business by the
              Leased Employees, including without limitation with respect to the
              time,  manner and performance of their duties as Leased Employees,
              and be responsible for the supervision of the Leased  Employees in
              the performance of the Services.

         (b)  COMPLIANCE.  Each of the Lessor and Lessee  will  comply  with all
              Legal  Requirements  applicable  to it with  respect to the Leased
              Employees.

         (c)  ACCIDENTS AND  INJURIES.  The Lessee will report to the Lessor any
              employee   accidents  or  workplace   injuries   involving  Leased
              Employees during the Lease Period promptly after such accidents or
              injuries are reported to the Lessee.



                                      D-2
<PAGE>


         (d)  LICENSES.  The  Lessor  will,  to the extent  consistent  with its
              operation of the Business prior to the date hereof, in the case of
              Sellers,  and to the extent  consistent  with its operation of the
              Business after the date hereof,  in the case of Purchaser,  obtain
              and maintain,  or reasonably assist the Leased Employees to obtain
              and maintain,  all Licenses,  if any,  required in connection with
              the Leased Employees' performance of Services.

         (e)  TERMINATION  OF  EMPLOYMENT.  During the Lease Period,  the Lessor
              will not terminate the employment of any Leased  Employee  without
              the prior written approval of the Lessee,  which approval will not
              be unreasonably withheld or delayed;  PROVIDED that the Lessor may
              terminate the  employment of a Leased  Employee  without the prior
              approval of the Lessee (but after  consultation with the Lessee if
              reasonably practicable), if such termination is made for cause (or
              the equivalent  thereof) as defined in the  employment  procedures
              for employees of the Lessor.  In the event of any  termination  of
              employment  of a  Leased  Employee,  the  Lessor  will  be  solely
              responsible for any severance or other payments due to such Leased
              Employee as a result of such termination.

         (f)  LEASED  EMPLOYEE  AGREEMENT.   To  the  extent  permissible  under
              applicable Legal Requirements,  all Business  Employees,  prior to
              becoming Leased Employees,  will be required to sign an agreement,
              substantially in the form of ATTACHMENT A.

         (g)  RECORDS.  Each party will maintain  books and records  relating to
              the Leased  Employees in a reasonable  manner and consistent  with
              applicable Legal Requirements and sound business  practices.  Each
              party will make all such books and records  available to the other
              parties  upon  reasonable  request  and will  provide  such  other
              information  to the other  parties as is  reasonably  requested by
              such other parties to perform their respective  obligations  under
              this  Agreement  or as is  reasonably  necessary  for  such  other
              parties to comply with their  respective  obligations  under Legal
              Requirements.

         (h)  EMPLOYEE  CLAIMS.  Each party will reasonably  cooperate with each
              other  party  in the  defense  of any  and all  claims,  including
              litigation  and  administrative  claims,  against such other party
              brought by any Leased Employee,  unless the parties have an actual
              conflict of interest with respect to such matter. Such cooperation
              may  include  providing  the other  parties  with  access to claim
              information,  facilities,  witnesses  and  other  information  and
              documents as reasonably requested.

4.   COMPENSATION  AND BENEFITS.  During the Lease Period,  the Leased Employees
     will for all purposes be employees  solely of the Lessor.  The Lessor will,
     in a timely manner and consistent with the Lessor's  practices with respect
     to its own employees:

         (a)  Pay  compensation and provide benefits to the Leased Employees (1)
              in the case of the Sellers' Leased  Employees,  equal to the wages
              paid and  benefits  provided  to such  Sellers'  Leased  Employees
              immediately  before  the Lease  Period  and (2) in the case of the
              Purchaser's Leased Employees,  in accordance with the terms of any
              employment  offers  made  to such  Leased  Employees  pursuant  to
              Section  5.5 of the  Purchase  Agreement,  but in any event and in
              either  case  equal  to or  greater  than the  wages  or  benefits
              required to be paid or provided  pursuant to any applicable  Legal
              Requirements;

         (b)  Make all wage payments to Leased Employees  (including  bonuses or
              commissions) directly through the Lessor's payroll systems;



                                      D-3
<PAGE>


         (c)  Make all payroll  withholding  deductions for Leased  Employees to
              the extent required under applicable Legal Requirements, including
              Federal and State income tax, social  security,  unemployment  and
              disability insurance (if applicable) on a timely basis;

         (d)  Promptly  remit all Taxes with respect to the Leased  Employees to
              all applicable governmental agencies;

         (e)  File all Tax  reports in respect  of the Leased  Employees  to the
              extent required under applicable Legal Requirements;

         (f)  Administer,  or cause a third party  administrator  to administer,
              all of the  Lessor's  Employee  Plans  or  Contracts  or  benefits
              required  to be  provided  by Legal  Requirements  for which  such
              Lessor's Leased Employees are eligible; and

         (g)  Maintain  (if  applicable  in  foreign   jurisdictions)   workers'
              compensation  insurance,  and add the  Lessee as an insured on its
              workers' compensation insurance policy, and keep such insurance in
              full  force and  effect at all times  with  respect  to the Leased
              Employees.

5. FEES.

         (a)  On a monthly  basis,  beginning on the tenth day of the first full
              calendar month after the date of this  Agreement,  the Lessor will
              deliver to the Lessee a statement (an  "INVOICE") of the fees (the
              "LEASING  FEE")  payable by the Lessee with  respect to all Leased
              Employees  leased by the Lessee  hereunder  during  the  preceding
              month.  The Lessee will promptly,  and in any event within fifteen
              (15)  days  after  receipt  of an  Invoice,  pay to the  Lessor in
              immediately  available funds all undisputed  amounts shown on such
              Invoice.  If the Lessee objects to any item of expense included in
              the calculation of the Leasing Fee shown on an Invoice, the Lessee
              will  promptly,  and in any event within ten  Business  Days after
              receiving such Invoice,  notify the Lessor of its  objection.  Any
              dispute  regarding an Invoice will be resolved in accordance  with
              Section 11.5 of the Purchase  Agreement  and,  promptly  upon such
              resolution,  the  Lessee  will  pay to the  Lessor  any  remaining
              outstanding  amounts  determined  pursuant to Section  11.5 of the
              Purchase  Agreement  to be due and  payable  with  respect to such
              Invoice.

         (b)  The Leasing Fee will be equal to the sum of the following for each
              Leased  Employee  (determined on a pro rata basis according to the
              number  of hours  worked  with  respect  to Leased  Employees  who
              provide Services on a part-time  basis;  such pro rata basis to be
              specified in the request for such Leased  Employees  made pursuant
              to  Section  1 of  this  Agreement  and  in  accordance  with  the
              Conversion Protocols):

              (1)     The  gross  wages  or  salary   (excluding  any  severance
                      payments) before  deductions for income taxes,  employment
                      taxes and other tax deductions  and before  reductions for
                      pre-tax salary deferrals  related to Section 401(k) of the
                      Code and other  similar  statutes  or plans for the Leased
                      Employee; and

              (2)     The statutory and non-statutory employee benefit costs for
                      the Leased Employee actually incurred by the Lessor during
                      the  relevant  period  during  which the  Leased  Employee
                      performed Services for the Lessee (including all benefit
                      accruals  during the  applicable  period and including any
                      Federal   Social   Security   taxes   (FICA)  and  Federal
                      Unemployment  Insurance  taxes  (FUTA)  or  similar  taxes
                      attributable  to the Leased Employee during the applicable
                      period).



                                      D-4
<PAGE>


         (c)  A  non-binding  estimate  of the  Leasing  Fee for  each  Business
              Employee  that  the  parties  reasonably  expect,  as of the  date
              hereof,  may be a Leased  Employee is set forth in  ATTACHMENT  B.
              Each  party  agrees  that   ATTACHMENT   B  contains   Proprietary
              Information of the other party.

         (d)  The Lessee will provide to the Lessor, on a weekly basis, a report
              setting  forth the number of hours worked by each Leased  Employee
              who provided Services to the Lessee during the preceding week.

         (e)  No increases in wages or salary,  bonus  payments or benefit costs
              attributable  to  Leased  Employees  occurring  from and after the
              commencement  of the  Lease  Period  (in the case of the  Sellers'
              Leased Employees) or the commencement of service with Purchaser in
              accordance  with the terms of any employment  offers made pursuant
              to  Section  5.5 of the  Purchase  Agreement  (in the  case of the
              Purchaser's  Leased  Employees)  will be taken  into  account  for
              purposes of  calculating  the Leasing Fee unless such  changes are
              approved  in  writing by the Lessee  (which  approval  will not be
              unreasonably withheld or delayed).

         (f)  The Lessor will, upon Lessee's reasonable request,  provide to the
              Lessee reasonable supporting  documentation for its calculation of
              the Leasing Fee.

6. TERM; TERMINATION.

         (a)  TERM.  This  Agreement is effective from and after the date hereof
              and  will  terminate  as of the  expiration  of the  later  of the
              Sellers' Lease Period and the Purchaser's Lease Period.

         (b)  TERMINATION. No party may terminate this Agreement with respect to
              any Leased Employee prior to the Sellers'  Shutdown Date except as
              follows:

              (1)     The Lessee may terminate  this  Agreement  with  immediate
                      effect with respect to any Leased Employee.

              (2)     The Lessor will  terminate  this  Agreement with immediate
                      effect  with   respect  to  any  Leased   Employee   whose
                      employment the Lessor  terminated in accordance  with this
                      Agreement.

              (3)     This Agreement will terminate automatically with immediate
                      effect upon the  resignation  of any Leased  Employee from
                      Lessor's employment, PROVIDED that Lessor will give notice
                      of such  resignation  to Lessee as promptly as  reasonably
                      practicable.

         (c)  EFFECTS OF  TERMINATION.  In the event of the  termination of this
              Agreement with respect to any Leased Employee:

              (1)     in the  event  of a  termination  of this  Agreement  with
                      respect  to any  Leased  Employee  that is not  reasonably
                      anticipated  by the Lessee,  the parties  will  reasonably
                      cooperate  to ensure that the Lessee is able to obtain any
                      Services formerly provided by such Leased Employee from an
                      alternative source; and

              (2)     the Lessor will  include any Leasing  Fees with respect to
                      such  terminated  Leased  Employee in the next  subsequent
                      Invoice and the Lessee will pay such Invoice in accordance
                      with Section 5.



                                      D-5
<PAGE>


7.   INDEMNIFICATION.  Article X of the Purchase  Agreement will be the sole and
     exclusive  remedy  for  damages  caused as a result  of any  breach of this
     Agreement  (except to the extent  additionally  provided in Article VIII of
     the Purchase Agreement,  other than in respect of any claim of fraud or for
     any  breach  of  Article  X of the  Purchase  Agreement),  except  that the
     remedies of injunction and specific  performance  will remain  available to
     the parties.  In addition,  each party agrees to indemnify,  hold harmless,
     protect  and defend the other party and its  Representatives  from any Loss
     arising out of or  resulting  from any and all  claims,  actions or damages
     asserted by or awarded to a Leased  Employee  arising from or caused by the
     indemnifying  party's  failure  or  alleged  failure  to  comply  with  any
     applicable  Legal  Requirements  or any contract to which the  indemnifying
     party is a party.

8.   CONFIDENTIALITY. All Proprietary Information which either party may acquire
     concerning  the  other  party,  its  affiliates,  or  their  customers  and
     prospective  customers in connection with the performance of Services under
     this Agreement will at all times and for all purposes be and remain subject
     to the  provisions  of the Purchase  Agreement  that relate to  Proprietary
     Information.

9.   FORCE MAJEURE.  The  Lessor will not be held responsible for any failure or
     delay in delivery of, nor the Lessee for any failure or delay in accepting,
     the  Services if the failure or delay is due to an act of God or the public
     enemy,  war,  government  acts  or  regulations,   fire,  flood,   embargo,
     quarantine,  epidemic, differences with workmen, accident, unusually severe
     weather,  or other cause similar or dissimilar to the  foregoing,  which is
     beyond their respective  control (each such event, a "FORCE  MAJEURE").  If
     the  performance of this Agreement or any obligation  under it by any party
     is prevented,  restricted or interfered  with by reason of a Force Majeure,
     the party whose  performance  is so affected,  upon giving prompt notice to
     the other  party,  will be excused from such  performance  to the extent of
     such Force Majeure;  PROVIDED however,  that the party so affected will use
     commercially  reasonable  efforts  to (1)  avoid or remove  such  causes of
     nonperformance,  and (2)  mitigate any loss or damage  resulting  from such
     non-performance,   and  will  promptly  continue   performance  under  this
     Agreement if and when such causes are removed.

10.  NO PARTNERSHIP. Nothing in this Agreement will constitute Sellers or any of
     its Affiliates, on the one hand, and Purchaser or any of its Affiliates, on
     the other hand, as members of any partnership,  joint venture, association,
     syndicate,  or other  entity,  or be  deemed  to  confer on any of them any
     express,  implied,  or  apparent  authority  to  incur  any  obligation  or
     liability on behalf of another party.

11.  AMENDMENT;  WAIVER. This Agreement may not be amended, and performance with
     any provision may not be waived,  in either case except by an instrument in
     writing  signed by the parties  hereto or, in the case of a waiver,  by the
     party against whom the waiver is to be  effective.  No delay on the part of
     any party in exercising  any right,  power,  remedy or privilege  hereunder
     will  operate as a waiver  thereof,  nor will any waiver on the part of any
     party of any right,  power,  remedy or privilege  nor any single or partial
     exercise  of any such  right,  power,  remedy or  privilege,  preclude  any
     further exercise  thereof or the exercise of any other such right,  remedy,
     power or privilege.

12.  INCORPORATION  BY REFERENCE.  Sections 11.1,  11.3, 11.5, 11.6, 11.7, 11.8,
     11.9, 11.10,  11.11,  11.12 and 11.13 of the Purchase  Agreement are hereby
     incorporated by reference MUTATIS MUTANDI.

                            [SIGNATURE PAGE FOLLOWS]



                                      D-6
<PAGE>


                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement to be duly executed as of the date and year first above written.

                                    UNION BANK OF CALIFORNIA, N.A.



                                    ____________________________________________
                                    Name:
                                    Title:

                                    UNION BANK OF CALIFORNIA, INTERNATIONAL


                                    ____________________________________________
                                    Name:
                                    Title:

                                    UNION BANK OF  CALIFORNIA  SERVICOS  LTDA, a
                                    Brazilian limited liability company,  acting
                                    by and through the below parties who hold in
                                    aggregate   100%   of   its   quotas,    who
                                    additionally undertake to cause it to act as
                                    provided for it under this Agreement


                                    By: UNION BANK OF CALIFORNIA, N.A.


                                    By:_________________________________________

                                    Name: David W. Dobon

                                    Title: Senior Vice President


                                    By:  THE  MILLS  PARTNERSHIP,  a  California
                                    general partnership


                                    By:_________________________________________

                                    Name: David W. Dobon

                                    Title:  Senior Vice  President of Union Bank
                                    of  California,  N.A.,  and duly  authorized
                                    representative of The Mills Partnership


                                      D-7
<PAGE>


                                    WACHOVIA BANK, NATIONAL ASSOCIATION


                                    ____________________________________________
                                    Name:
                                    Title:





                                      D-8
<PAGE>


                                                                    ATTACHMENT A


                            LEASED EMPLOYEE AGREEMENT

I hereby  understand and agree that as an employee of [Lessor] I may be asked to
assist  [Lessor] in the provision of services to [Lessee] in connection with the
Agreement and Plan of Merger entered into between [Warrior] and [Atlas]. This is
to confirm and  acknowledge  that at all times while  providing such services to
[Lessee]  nothing will either alter or modify in any way my status as a [Lessor]
employee or my obligation  to comply with all [Lessor]  rules,  regulations  and
policies.  Furthermore,  I understand and agree that none of the services that I
may be asked to perform for [Lessee]  shall make me eligible to  participate  in
any [Lessee] employee benefit plan.

I agree  that,  except  as may be  required  by law,  I will  not,  directly  or
indirectly,  disclose to anyone outside  [Lessee],  except with [Lessee]'s prior
written consent, any confidential or proprietary information concerning [Lessee]
that I may acquire  during the course of providing  services in connection  with
the arrangement  between  [Warrior] and [Atlas] relating to [Lessee]'s  business
operations   including,   but  not  limited  to,   confidential  or  proprietary
information,  processes and trade secrets ("Confidential  Information").  I also
agree  that I will  not  make  use of any  Confidential  Information  for my own
purposes or for the benefit of anyone or any other entity other than [Lessee].

Nothing  contained in this  Attachment  shall  preclude me from  discussing  any
matter concerning [Lessee] with any governmental,  regulatory or self-regulatory
agency, or with [Lessor] representatives responsible for overseeing my terms and
conditions  of  employment.  Notwithstanding  the above,  any matter  concerning
[Lessee]'s  Confidential  Information  shall not be discussed  with any [Lessor]
representative  until I first  discuss  the matter  with the [Lessee HR Business
Partner].  If the  matter  cannot  be  resolved  with the  [Lessee  HR  Business
Partner],  I will  bring  this  matter to  [Lessee's  Head of Human  Resources].
Furthermore,   I  will   cooperate   with   any   governmental   regulatory   or
self-regulatory  agency that  requests me to provide  testimony  or  information
regarding [Lessee]. If I am compelled to testify by a validly served subpoena in
any legal proceeding or by regulatory authority, I will testify truthfully as to
all  matters  concerning  my work under this  Agreement.  I agree to disclose to
[Warrior]  and  [Atlas]  as soon  as  reasonably  practical,  all  requests  for
information.



Dated:   ____________________

Signed: _______________________



                                      D-9
<PAGE>


                                                                    ATTACHMENT A


                          EMPLOYEE LEASING FEE ESTIMATE


                                    [To come]













                                      D-10
<PAGE>
                                    EXHIBIT E



               FORM OF TRADEMARK AND TRADE NAME LICENSE AGREEMENT


         THIS TRADEMARK AND TRADE NAME LICENSE  AGREEMENT  (this  "Trademark and
Trade  Name  License  Agreement")  is made  and  entered  into  this  ___ day of
September, 2005 (the "Effective Date"), by and between Union Bank of California,
N.A., a national  banking  association  ("Licensor")  and Wachovia Bank, N.A., a
national banking association ("Licensee") (each a "party" and, collectively, the
"parties").

                               W I T N E S S E T H

         WHEREAS, Licensor is the owner of all rights, title and interest in the
trademarks,  service  marks and trade names listed on EXHIBIT A attached  hereto
(collectively, the "Marks"); and

         WHEREAS,  Licensor,  Union Bank of California  International  and Union
Bank of California  Servicos Ltda.  (collectively,  the  "Sellers"),  on the one
hand, and Licensee,  on the other hand, have entered into that certain  Purchase
and  Assumption  Agreement,  dated  as of  September  __,  2005  (the  "Purchase
Agreement"),  pursuant to which  Sellers  have  agreed to sell  certain of their
assets to Licensee; and

         WHEREAS, in connection with the Purchase Agreement, Licensor has agreed
to license the Marks to Licensee.

         NOW THEREFORE,  in  consideration  of the above premises and the mutual
covenants  and  undertakings  contained  herein  and  the  entering  into of the
Purchase Agreement and Related Agreements, in reliance upon the representations,
warranties,   conditions  and  covenants   contained   therein,   and  upon  the
transactions   contemplated   thereby,   and  for   other   good  and   valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:

         1. DEFINITIONS.  Capitalized  terms  used  herein  and  not   otherwise
defined herein have the meanings given to them in the Purchase Agreement.

         2. GRANT.  To the  extent  that,  as of the  Closing  Date  for a
Business  Unit,  there  exist  purchase  orders,  invoices,  brochures,  labels,
letterhead,   shipping   documents,   signs   (subject  to  Section  3  hereof),
advertisements  and promotional  materials or other documents and materials that
incorporate one or more of the Marks ("Existing Stock"),  Licensor hereby grants
to Licensee,  effective as of such Closing Date, a non-exclusive,  royalty-free,
non-transferable,  non-sublicensable  (subject  to Section 6 hereof),  personal,
limited  license,  until the earlier to occur of (a) the depletion of such items
of Existing  Stock or (b) 60 days following such Closing Date, to use such Marks
on such  Existing  Stock  solely in the  manner as such Marks were used prior to
such Closing Date;  provided,  that (1) Licensee  places a stamp,  mark or other
notation on or includes an insert with all Existing  Stock that  identifies  the
Business as a business or  division  of  Licensee  (and not of Sellers)  and (2)
Licensee takes  reasonably  necessary steps to avoid any confusion that Licensee
is acting for or on behalf of a business of Sellers or any of their  Affiliates.
Purchaser agrees not to alter,  modify,  edit or change the Marks as they appear
on the  Existing  Stock in any  manner  without  the prior  written  consent  of
Licensor,  which  consent  Licensor  may  withhold  in  its  sole  and  absolute
discretion,  except as expressly provided herein and as necessary to comply with
its  obligations  hereunder.  Notwithstanding  anything to the  contrary in this
Trademark and Trade Name License Agreement, Licensee shall have the right to (i)
keep records and other historical or archived documents and materials containing
or referencing the Marks, and (ii) refer to the historical fact that the



                                      E-1
<PAGE>


Business was previously conducted under the Marks, provided that with respect to
any such  reference,  Licensee  shall not  otherwise  use the Marks and Licensee
shall  expressly  state in  writing  the fact  that the  Business  is no  longer
affiliated with Licensor.

         3. SIGNS.  To the extent  permitted  by  Applicable  Law,  Licensee may
continue to use signs bearing the name "Union Bank of California" and the "Union
Bank of California"  logo which are owned or used by the Business on the Closing
Date for a Business Unit until replaced. Licensee agrees to use its commercially
reasonable  efforts to replace such signs as soon as reasonably  practicable and
in any event  within one (1) month after such  Closing  Date.  Licensee  further
agrees that within  five (5)  Business  Days of  Licensor's  request  after such
Closing  Date,  and for no longer  than one (1) month after such  Closing  Date,
Licensee will prominently display in the New Delhi, Chennai and Hanoi offices of
the Business a notice provided to Licensee by Licensor that the Business is part
of Licensee and not of Sellers.

         4.  CONSIDERATION.  This Trademark and Trade Name License  Agreement is
entered  into in  connection  with  the  Purchase  Agreement  and no  additional
consideration is provided to Licensor hereunder.

         5. OWNERSHIP.  Licensee  recognizes and acknowledges that the Marks and
all  associated  rights and goodwill are the exclusive  property of Licensor and
that all goodwill  arising from the use of the Marks by Licensee  shall inure to
the benefit of Licensor. Licensee shall not register or use any trade or service
mark confusingly  similar to the Marks or take any action to dilute or otherwise
detract from the value of the Marks.

         6.  IRREPARABLE  INJURY.  Licensee  acknowledges  that a breach of this
Trade Mark and Trade Name  License  Agreement  may cause  irreparable  injury to
Licensor,  and  Licensee  hereby  agrees that in  addition  to monetary  damages
therefor,  Licensor  shall be entitled to seek an injunction or other  equitable
remedy to prevent or limit such breach.

         7. TERM & TERMINATION. This Trade Mark and Trade Name License Agreement
(a) may be  terminated  at any time upon  written  notice by either party if the
other party  breaches a material  provision or defaults in the  performance of a
material obligation under this Trade Mark and Trade Name License Agreement,  and
such breach or default is not cured within thirty (30) days after written notice
of the  breach  or  default  is  provided  to the  other  party,  and (b)  shall
automatically   terminate  upon  the  bankruptcy,   liquidation  (provided  that
liquidation shall not include a statutory merger), insolvency, or rehabilitation
of either party. Upon  termination,  Licensee shall destroy and cease to use all
unused  Existing  Stock in its  possession  or  control  and  shall  modify  any
electronic media of Licensee to eliminate use of the Marks within such media.

         8. REPRESENTATIONS AND WARRANTIES; DISCLAIMER.

                  8.1 Licensor  represents and warrants as of the Effective Date
that: (a) it owns all right and title to or has the right to use the Marks;  (b)
it has the right and authority to grant the license of the Marks to Licensee set
forth  above in  Sections  2 and 3;  (c) this  Agreement  does not  violate  any
currently valid and binding  Contracts  between Licensor and third persons;  and
(d)  Licensee's  use of the  Marks as  permitted  hereunder  will not  infringe,
violate or otherwise conflict with any Intellectual Property Rights, proprietary
rights, or other rights held by any third person.

                  8.2 EXCEPT AS EXPRESSLY PROVDED HEREIN,  LICENSOR (A) MAKES NO
WARRANTIES OR REPRESENTATIONS,  EXPRESS OR IMPLIED,  (B) EXPRESSLY DISCLAIMS ALL
OTHER WARRANTIES,  EXPRESS OR IMPLIED,  INCLUDING BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY
AND NONINFRINGEMENT, AND (C) EXPRESSLY DISCLAIMS ALL



                                      E-2
<PAGE>


WARRANTIES  THAT MAY ARISE OUT OF COURSE OF DEALING,  COURSE OF  PERFORMANCE  OR
USAGE OF TRADE.

         9. MISCELLANEOUS.

                  9.1. NOTICES. Any notice, request or other communication to be
given by either  party  hereunder  shall be in  writing  and shall be  delivered
personally,  sent by registered or certified mail, postage prepaid, by overnight
courier with written confirmation of delivery or by facsimile  transmission with
written confirmation of error-free transmission. Any such notice shall be deemed
given  when so  delivered  personally  or sent by  facsimile  transmission  (and
immediately after transmission  confirmed by telephone),  if mailed, on the date
shown on the receipt  therefor,  or if sent by  overnight  courier,  on the date
shown on the written  confirmation  of delivery.  Such notices shall be given to
the following address:

                  To Licensor:      Union Bank of California, N.A.

                                    400 California Street

                                    San Francisco, CA 94104

                                    Attention:  David W. Dobon

                                    Telephone No.: (415) 765-2849

                                    Fax Number:  (415) 765-2950

                  With a copy to:   Union Bank of California, N.A.

                                    Legal Division

                                    400 California Street

                                    San Francisco, CA 94104

                                    Attention:  Morris W. Hirsch

                                    Telephone No.:  (415) 765-3874

                                    Fax Number:  (415) 765-3391



                                      E-3
<PAGE>


         To Licensee:               Wachovia Bank, National Association

                                    1339 Chestnut Street

                                    Philadelphia, PA  19107

                                    Telephone No.: 267-321-6353.

                                    Fax Number: 267-321-6603
                                    Attention:  Michael Heavener, Executive Vice
                                    President

                                    Telephone No: (267) 321-6353
                                    Fax Number: (267) 321-6603


         With a copy to:            Wachovia Corporation
                                    301 South College Street
                                    Charlotte, North Carolina 28288-0630
                                    Attention:  Anthony  Augliera,  Senior  Vice
                                    President

                                    Telephone No: (704) 383-4901
                                    Fax Number: (704) 715-4496

                  9.2 SOLE  AGREEMENT.  This  Trademark  and Trade Name  License
Agreement  may not be amended or modified in any  respect  whatsoever  except by
instrument in writing  signed by the parties hereto or, in the case of a waiver,
by the party against whom the waiver is to be effective. No delay on the part of
any party in exercising any right,  power,  remedy or privilege  hereunder shall
operate  as a waiver  thereof,  nor shall any waiver on the part of any party of
any right, power, remedy or privilege, nor any single or partial exercise of any
such right, power, remedy or privilege, preclude any further exercise thereof or
the exercise of any other such right, remedy, power or privilege. This Trademark
and  Trade  Name  License  Agreement,   the  Purchase  Agreement,   the  Related
Agreements,  and other documents delivered pursuant hereto and thereto, together
with the provisions of the Non-Disclosure  Agreement that survive after the date
of the  Purchase  Agreement  pursuant  to the terms of the  Purchase  Agreement,
constitute the entire  agreement  between the parties hereto with respect to the
subject  matter  hereof  and  thereof  and  supersede  all  prior  negotiations,
discussions, writings and agreements between them with respect thereto.

                  9.3  SUCCESSORS  AND ASSIGNS.  This  Trademark  and Trade Name
License Agreement shall be binding upon and inure to the benefit of Licensee and
Licensor  and their  respective  permitted  successors  and  assigns;  provided,
however,  that neither Licensee nor Licensor may transfer or assign any of their
respective  rights or obligations  hereunder,  in whole or in part,  without the
prior written consent of the other party (except, in the case of Licensee,  to a
subsidiary  of  Licensee  provided  that  Licensee  remains  fully  liable  as a
principal  for the  performance  of its  obligations  hereunder),  and any  such
transfer or assignment without said consent shall be void, ab initio.

                  9.4      INTERPRETATION.

                           9.4.1    In  this  Trademark  and Trade Name  License
Agreement,  except as context  may otherwise require, references:

                           (a)      to  the  Sections  or  Exhibit  are  to  the
                                    Section of or Exhibit to this  Trademark and
                                    Trade Name License Agreement;



                                      E-4
<PAGE>


                           (b)      to this  Trademark  and Trade  Name  License
                                    Agreement  are to this  Trademark  and Trade
                                    Name License  Agreement,  and the Exhibit to
                                    it, taken as a whole;

                           (c)      to this  Trademark  and Trade  Name  License
                                    Agreement,  are to this  Trademark and Trade
                                    Name License Agreement as amended, modified,
                                    supplemented, restated or replaced from time
                                    to time  (to  the  extent  permitted  by the
                                    terms hereof); and

                           (d)      to the  "transactions  contemplated  hereby"
                                    includes  the  transactions  provided for in
                                    this   Trademark   and  Trade  Name  License
                                    Agreement.

                           9.4.2  The  article  and  section  headings  are  for
reference  purposes  only  and do  not  limit  or  otherwise  affect  any of the
substance of this Trademark and Trade Name License Agreement.

                           9.4.3 The words "include,"  "includes" or "including"
are to be deemed followed by the words "without limitation."

                           9.4.4 The words  "herein",  "hereof" or  "hereunder",
and  similar  terms are to be deemed to refer to this  Trademark  and Trade Name
License Agreement as a whole and not to any specific Section.

                           9.4.5 This Trademark and Trade Name License Agreement
is the product of negotiation  by the parties,  having the assistance of counsel
and other  advisers.  The  parties  intend  that this  Trademark  and Trade Name
License  Agreement not be construed  more strictly with regard to one party than
with regard to the other.

                           9.4.6 No provision of this  Trademark  and Trade Name
License  Agreement is to be construed to require,  directly or  indirectly,  any
Person to take any action, or omit to take any action, to the extent such action
or omission would violate any Legal Requirement.

                  9.5 GOVERNING LAW AND  JURISDICTION.  This Trademark and Trade
Name License Agreement shall be governed by and construed in accordance with the
laws of the State of California  applicable  to Contracts  entered into therein,
without reference to principles of choice of law or conflicts of laws.  Licensee
and Licensor each hereby irrevocably and unconditionally submit to the exclusive
jurisdiction  of any State or Federal  Court  sitting in San  Francisco  County,
State of  California,  over any suit,  action or  proceeding  arising  out of or
relating  to this  Trademark  and Trade Name  License  Agreement.  Licensee  and
Licensor  each hereby  agree that  service of any  process,  summons,  notice or
document by U.S.  registered  mail  addressed  to such party shall be  effective
service of process for any action, suit or proceeding brought against such party
in such court. Licensee and Licensor each hereby irrevocably and unconditionally
waive  any  objection  to the  laying  of  venue  of any such  suit,  action  or
proceeding brought in any such court and any claim that any such action, suit or
proceeding brought in any such court has been brought in an inconvenient  forum.
Licensee and Licensor each agree that final judgment in any such action, suit or
proceeding  brought in any such court shall be conclusive  and binding upon such
party and may be enforced in any other courts to whose  jurisdiction  such party
may be subject, by suit upon such judgment.

                  9.6  NO  THIRD  PARTY   BENEFICIARIES.   Except  as  otherwise
expressly  set forth in  Article X of the  Purchase  Agreement,  nothing in this
Trademark and Trade Name License  Agreement is intended or shall be construed to
give any Person,  other than the parties hereto,  any legal or equitable  right,
remedy



                                      E-5
<PAGE>


or claim under or in respect of this Trademark and Trade Name License  Agreement
or any provision  contained herein. For the avoidance of doubt,  nothing in this
Trademark  and Trade  Name  License  Agreement  shall be  construed  to give any
customer or Business  Employee  any legal or  equitable  right,  remedy or claim
under or in respect of this  Trademark  and Trade Name License  Agreement of any
provision contained herein.

                  9.7  COUNTERPARTS.  This  Trademark  and  Trade  Name  License
Agreement may be executed by the parties hereto in separate  counterparts,  each
of which when so  executed  and  delivered  shall be an  original,  but all such
counterparts  shall  together  constitute  one and  the  same  instrument.  Each
counterpart  may  consist of a number of copies  hereof each signed by less than
all, but together signed by all of the parties hereto.  Each  counterpart may be
delivered by facsimile transmission, which transmission shall be deemed delivery
of an originally executed document.

                  9.8 SEVERABILITY.  Any term or provision of this Trademark and
Trade  Name  License   Agreement  which  is  invalid  or  unenforceable  in  any
jurisdiction  shall,  as to that  jurisdiction,  be ineffective to the extent of
such invalidity or  unenforceability  without rendering invalid or unenforceable
the  remaining  terms and  provisions  of this  Trademark and Trade Name License
Agreement or affecting  the  validity or  enforceability  of any of the terms or
provisions  of this  Trademark  and Trade Name  License  Agreement  in any other
jurisdiction,  so long as the economic or legal  substance  of the  transactions
contemplated  hereby and by the Purchase Agreement and Related Agreements is not
affected in any material  respect  adversely to any party.  If any  provision of
this  Trademark  and  Trade  Name  License  Agreement  is  so  broad  as  to  be
unenforceable,  that  provision  shall be  interpreted to be only so broad as is
enforceable.



                                      E-6
<PAGE>


                  9.10  EXHIBIT.  The exhibit to this  Trademark  and Trade Name
License  Agreement is incorporated  herein and, by this  reference,  made a part
hereof as if fully set forth at length herein.

                  9.11  SURVIVAL.  Sections 5, 6, 8 and 9 of this  Trademark and
Trade Name License Agreement shall survive the termination of this Trademark and
Trade Name License Agreement for any reason.

                  9.13  SUPREMACY.  In  the  event  of a  conflict  between  the
provisions of this  Trademark and Trade Name License  Agreement and the Purchase
Agreement,  the  provisions of this  Trademark and Trade Name License  Agreement
shall control.




            [The remainder of this page is intentionally left blank]



                                      E-7
<PAGE>


IN WITNESS  WHEREOF,  the parties have  executed  this  Trademark and Trade Name
License Agreement as of the date first above written.





Licensor:                                    Licensee:



UNION BANK OF CALIFORNIA, N.A.               WACHOVIA BANK, N.A.





By:                                          By:
   _____________________________________        ________________________________

Name:                                        Name:
   _____________________________________        ________________________________

Title:                                       Title:
   _____________________________________        ________________________________



                                      E-8
<PAGE>


                                                                    ATTACHMENT A


                                    Exhibit A



                                      MARKS





UnionBanCal Corporation



Union Bank



Union Bank of California



"Union Bank of California" logo



Union Bank of California International



UBOC



UBOCI



                                      E-9