# **EXHIBIT 10.3**

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# **YEAR 2000 UNIONBANCAL CORPORATION**

**MANAGEMENTSTOCK PLAN**

**RESTRICTED STOCK AGREEMENT**

 

This Agreement ismade between UnionBanCal Corporation (the “Company”) and the Participant as ofthe Award Date (the “Award Date”) as set forth on the Restricted Stock AwardNotice (the “Award Notice”) available from the UBS Financial Services Inc.website (www.ubs.com/onesource/ub).

WITNESSETH:

WHEREAS,the Company has adopted the Year 2000 UnionBanCal Corporation Management StockPlan (the “Plan”) as an amendment and restatement of the predecessorUnionBanCal Corporation Management Stock Plan authorizing the transfer ofcommon stock of the Company (“Stock”) to eligible individuals in connectionwith the performance of services for the Company and its Subsidiaries (asdefined in the Plan).  The Plan isadministered by the Executive Compensation and Benefits Committee (“Committee”)of the Company’s Board of Directors and is incorporated in this Agreement byreference and made a part of it; and

WHEREAS, theCompany regards Participant as a valuable contributor to the Company, and hasdetermined that it would be to the advantage and interest of the Company andits shareholders to grant to Participant the Stock provided for in thisAgreement, subject to restrictions, as an inducement to remain in the serviceof the Company and as an incentive for increased efforts during such service;

NOW, THEREFORE, inconsideration of the foregoing premises, and the mutual covenants hereincontained, the parties to this Agreement hereby agree as follows:

1.                                       RestrictedStock Award.  Contemporaneously withthe execution of this Agreement, the Company will issue to Participant thenumber of shares of Stock as set forth in the applicable Award Notice on theterms and conditions hereinafter set forth and in the applicable Award Notice.Subject to the vesting requirements next described, shares evidencing the Stockwill be held in a book entry account controlled by the Company through thetransfer agent, subject to the rights of and limitations on Participant asowner thereof as set forth in the Agreement. All shares of Stock issuedhereunder shall be deemed issued to Participant as fully paid and nonassessableshares, and Participant shall have all rights of a shareholder with respect thereto,including the right to vote, to receive dividends (including stock dividends),to participate in stock splits or other recapitalizations, and to exchange suchshares in a merger, consolidation or other reorganization.  The Company shall pay any applicable stocktransfer taxes.  Participant herebyacknowledges that Participant is acquiring the Stock issued hereunder forinvestment and not with a view to the distribution thereof, and thatParticipant does not intend to subdivide Participant’s interest in the Stockwith any other person.

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# **YEAR 2000 UNIONBANCAL CORPORATION**

**MANAGEMENTSTOCK PLAN**

**RESTRICTED STOCK AGREEMENT**

 

2.                                       TransferRestriction.  No Stock issued toParticipant hereunder shall be sold, transferred by gift, pledged,hypothecated, or otherwise transferred or disposed of by Participant prior tothe date on which it becomes vested under paragraph 3.  This paragraph shall not preclude theParticipant from exchanging the Stock awarded hereunder pursuant to a cash orstock tender offer, merger, reorganization or consolidation.  Notwithstanding the foregoing, any securities(including stock dividends and stock splits) received with respect to shares ofStock which are not yet vested under paragraph 3 shall be subject to theprovisions of this Agreement in the same manner and shall become fully vestedat the same time as the Stock with respect to which the additional securitieswere issued.

3.             Vesting.

(a)                                  Participant’sinterest in the shares of Stock awarded under paragraph 1 shall become vestedand nonforfeitable as follows: twenty-five percent (25%) of the shares shall vest on each one yearanniversary of the Award Date such that all of the shares shall be fully vestedafter four (4) years from the Award Date so long as Participant remains a bonafide employee of the Company (or its Subsidiaries). Upon vesting, the Companyor its designated representative shall deliver to Participant the certificatesevidencing the nonforfeitable shares, provided the withholding requirements ofparagraph 5 have been satisfied.

In addition, uponattainment of retirement age while Participant is a bona fide employee of theCompany (or its Subsidiaries), the shares of Stock awarded hereunder shallbecome fully vested and nonforfeitable, provided, however, that this sentenceshall not apply if the Award Date is less than six (6) months prior to the dateof termination of employment as a result of such retirement.  Retirement age means age sixty (60) with ten(10) years of service, or age sixty-two (62) with five (5) years of service,with the Company or any of its Subsidiaries.

(b)                                 If Participant ceases to be a bona fideemployee of the Company or any of its Subsidiaries for any reason other thandeath or disability (within the meaning of subparagraph (c)), all shares of Stockto the extent not yet vested under subparagraph (a) on the date Participantceases to be an employee shall be forfeited by Participant without payment ofany consideration to Participant therefor. Any shares of Stock so forfeited shall be canceled and returned to thestatus of authorized but unissued shares. Notwithstanding the foregoing, if the Participant’s employment isterminated under the provisions of the Company’s Separation Pay Plan,Participant’s interest in all shares of Stock awarded hereunder shall becomefully vested and nonforfeitable as of the date of termination, provided,however, that this sentence shall not apply if the Award Date is less than six(6) months prior to the date of such termination of employment.

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# **YEAR 2000 UNIONBANCAL CORPORATION**

**MANAGEMENTSTOCK PLAN**

**RESTRICTED STOCK AGREEMENT**

 

(c)                                  If Participant’s employment terminates byreason of death, or Participant becomes entitled to long-term disabilitybenefits under the Union Bank of California Long Term Disability Plan while inthe employ of the Company or any of its Subsidiaries, Participant’s interest inall shares of Stock awarded hereunder shall become fully vested andnonforfeitable as of the date of death or long-term disability, provided,however, that this sentence shall not apply if the Award Date is less than six(6) months prior to the date of termination of employment as a result of deathor the date Participant becomes entitled to such long-term disability benefits.

(d)                                 IfParticipant is on a leave of absence from the Company or a Subsidiary becauseof disability, or for the purpose of serving the government of the country inwhich the principal place of employment of Participant is located, either in amilitary or civilian capacity, or for such other purpose or reason as theCommittee may approve, Participant shall not be deemed during the period ofsuch absence, by virtue of such absence alone, to have terminated employmentwith the Company or a Subsidiary except as the Committee may otherwiseexpressly provide.

4.                                       Section83(b) Election.  Participant herebyrepresents that he or she understands: (a) the contents and requirements of the election provided under Section83(b) of the Internal Revenue Code, (b) the application of Section 83(b) to theaward of Stock to Participant pursuant to this Agreement, (c) the nature of theelection which can be made by Participant under Section 83(b), and (d) theeffect and requirements of the Section 83(b) election under applicable stateand local tax laws.  Participantacknowledges that an election pursuant to Section 83(b) must be filed with theInternal Revenue Service within thirty days following the Award Date, with hisfederal income tax return for the taxable year in which the Award Date occurs,and with the Company or its Subsidiary which is his employer.

5.                                       Withholdingof Taxes.  Participant shall paydirectly to the Company (or the Subsidiary that employs Participant) or to itsdesignated representative the amount necessary to satisfy all applicablefederal, state, and local income and employment tax withholdingrequirements.  The Committee, in itsdiscretion, may withhold the required amount from other payments to Participantor withhold shares of Stock necessary to satisfy any such requirements.  Any shares withheld to satisfy suchwithholding requirements shall not be available for subsequent grants under thePlan.

6.                                       NoEffect on Terms of Employment. Nothing in this Agreement shall affect the right of the Company (orSubsidiary which employs Participant) to terminate or change the terms ofemployment of Participant at any time and for any reason, with or withoutcause.

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# **YEAR 2000 UNIONBANCAL CORPORATION**

**MANAGEMENTSTOCK PLAN**

**RESTRICTED STOCK AGREEMENT**

 

7.                                       NoEffect on Other Plans.  The Stocktransferred pursuant to this Agreement shall not affect participation in, orthe computation of benefits under any other employee benefit plan of theCompany or its Subsidiaries.  Forpurposes of any bonus or incentive program for which the Participant iseligible and for purposes of any employee benefit plans, to the extentpermitted by applicable laws and by pertinent provisions of such plans, theCompany or its Subsidiaries shall disregard any shares of Stock and any otherbenefits received by Participant under this Plan.

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

Company:                              Executive VicePresident and Director of Human Resources

UnionBanCalCorporation

400California Street, 10th Floor

San Francisco, CA 94104

Participant:                                                                                    AtParticipant’s address in the Company’s files, or to such other address asParticipant may specify in writing to the Company.

Plan Administrator:                                         UBS Financial Services Inc.

300Lighting Way

Secaucus,NJ 07094

www.ubs.com/onesource/ub

Any party may designate another address for receipt ofnotices so long as notice is given in accordance with this paragraph.

9.                                       CommitteeDecisions Conclusive.  All decisions,determinations and interpretations of the Committee arising under the Plan orunder this Agreement shall be conclusive and binding on all parties.

10.                                 MandatoryArbitration.  Any dispute arising outof or relating to this Agreement or the Award Notice, including its meaning orinterpretation, shall be resolved solely by arbitration before an arbitratorselected in accordance with the rules of the American Arbitration Association.  The location for the arbitration shall be inSan Francisco, Los Angeles or San Diego as selected by the Company in goodfaith.  Judgment on the award renderedmay be entered in any court having jurisdiction.  The party the arbitrator determines is the prevailingparty shall be entitled to have the other party pay the expenses of theprevailing party, and in this regard the arbitrator shall have the power toaward recovery to such prevailing party of all costs and fees (includingattorneys fees and a reasonable allocation for the costs of the Company’sin-house counsel), administrative fees, arbitrator’s fees and court costs, allas determined by the arbitrator.  Absentsuch 

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# **YEAR 2000 UNIONBANCAL CORPORATION**

**MANAGEMENTSTOCK PLAN**

**RESTRICTED STOCK AGREEMENT**

 

                                                awardof the arbitrator, each party shall pay an equal share of the arbitrator’sfees.  All statutes of limitation whichwould otherwise be applicable shall apply to any arbitration proceeding underthis paragraph.  The provisions of thisparagraph are intended by Participant and the Company to be exclusive for allpurposes and applicable to any and all disputes arising out of or relating tothis Agreement and the Award Notice.  Thearbitrator who hears and decides any dispute shall have jurisdiction andauthority only to award compensatory damages to make whole a person or entitysustaining foreseeable economic damages, and shall not have jurisdiction andauthority to make any other award of any type, including without limitation,punitive damages, unforeseeable economic damages, damages for pain, sufferingor emotional distress, or any other kind or form of damages.  The remedy, if any, awarded by the arbitratorshall be the sole and exclusive remedy for any dispute which is subject toarbitration under this paragraph.

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

12.                                 Integration.  The terms of the Plan, this Agreement and theAward Notice are intended by the Company and the Participant to be the finalexpression of their contract with respect to the shares of Stock and otheramounts received under the Plan and may not be contradicted by evidence of anyprior or contemporaneous agreement.  TheCompany and the Participant further intend that the Plan, this Agreement andthe Award Notice shall constitute the complete and exclusive statement of theirterms and that no extrinsic evidence whatsoever may be introduced in anyarbitration, judicial, administrative or other legal proceeding involving thePlan, this Agreement or the Award Notice. Accordingly, the Plan, this Agreement and the Award Notice contain theentire understanding between the parties and supersede all prior oral, writtenand implied agreements, understandings, commitments and practices among theparties.  In the event of any conflictamong the provisions of the Plan document, this Agreement and the Award Notice,the Plan document shall prevail.  TheCompany and Participant shall have the right to amend this Agreement in writingas they mutually agree.

13.                                 Waivers.  Any failure to enforce any terms orconditions of the Plan, this Agreement or the Award Notice by the Company or bythe Participant shall not be deemed a waiver of that term or condition, norshall any waiver or relinquishment of any right or power at any one time ortimes be deemed a waiver or relinquishment of that right or power for all orany other times.

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# **YEAR 2000 UNIONBANCAL CORPORATION**

**MANAGEMENTSTOCK PLAN**

**RESTRICTED STOCK AGREEMENT**

 

14.                                 Severabilityof Provisions.  If any provision ofthe Plan, this Agreement or the Award Notice shall be held invalid orunenforceable, such invalidity or unenforceability shall not affect any otherprovision thereof; and the Plan, this Agreement and the Award Notice shall beconstrued and enforced as if neither of them included such provision.

15.                                 CaliforniaLaw.  The Plan, this Agreement andthe Award Notice shall be construed and enforced according to the laws of theState of California to the extent not preempted by the federal laws of theUnited States of America.  In the eventof any arbitration proceedings, actions at law or suits in equity in relationto the Plan, this Agreement or the Award Notice, the prevailing party in suchproceeding, action or suit shall receive from the losing party its attorneys’fees and all other costs and expenses of such proceeding, action or suit.

By accepting theAward Notice on the UBS Financial Services Inc. website, the Participantaccepts the terms of the Management Stock Plan and this Restricted Stock Agreement.  The Participant also hereby acknowledgesreceipt of a copy of the Prospectus, the Management Stock Plan Restricted StockHighlights and the Year 2000 UnionBanCal Corporation Management Stock Plan,effective January 1, 2000.

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

 

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