Exhibit 10.2

2007 Form for New Non-Employee Directors
Restricted Stock Unit AgreementAnnual Grant

YEAR 2000 UNIONBANCAL CORPORATION
MANAGEMENT STOCK PLAN
NON-EMPLOYEE DIRECTOR
RESTRICTED STOCK UNIT AGREEMENT

This Agreement is made as of                        (the "Award
Date"), between UnionBanCal Corporation (the "Company") and                        ("Participant").

WITNESSETH:

WHEREAS,
the Company has adopted the Year 2000 UnionBanCal Corporation Management Stock Plan (the "Plan") as an amendment and restatement of the predecessor UnionBanCal Corporation
Management Stock Plan authorizing the transfer of common stock of the Company ("Stock") to eligible individuals in connection with the performance of services for the Company and its Subsidiaries (as
defined in the Plan). The Plan is administered by the Executive Compensation and Benefits Committee ("Committee") of the Company's Board of Directors and is incorporated in this Agreement by reference
and made a part of it; and

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

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

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| | Company:     |  | Executive Vice President and Director of Human Resources
UnionBanCal Corporation
400 California Street, 10th Floor
San Francisco, CA 94104                            
| | ------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Participant: |  | At Participant's address as it appears under Participant's signature to this Agreement, or to such other address as Participant may specify in writing to the Company.



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

|UNIONBANCAL CORPORATION |  |                                                   
|----------------------- |  | --------------------------------------------------
|By                      |  | /s/PAUL FEARERPaul Fearer,Executive Vice President

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

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2007 Form for New Non-Employee Directors
Restricted Stock Unit AgreementInitial and Annual Grant

YEAR 2000 UNIONBANCAL CORPORATION
MANAGEMENT STOCK PLAN
NON-EMPLOYEE DIRECTOR
RESTRICTED STOCK UNIT AGREEMENT

This Agreement is made as of                        (the "Award
Date"), between UnionBanCal Corporation (the "Company") and                        ("Participant").

WITNESSETH:

WHEREAS,
the Company has adopted the Year 2000 UnionBanCal Corporation Management Stock Plan (the "Plan") as an amendment and restatement of the predecessor UnionBanCal Corporation
Management Stock Plan authorizing the transfer of common stock of the Company ("Stock") to eligible individuals in connection with the performance of services for the Company and its Subsidiaries (as
defined in the Plan). The Plan is administered by the Executive Compensation and Benefits Committee ("Committee") of the Company's Board of Directors and is incorporated in this Agreement by reference
and made a part of it; and

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

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

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| | Company:     |  | Executive Vice President and Director of Human Resources
UnionBanCal Corporation
400 California Street, 10th Floor
San Francisco, CA 94104                            
| | ------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Participant: |  | At Participant's address as it appears under Participant's signature to this Agreement, or to such other address as Participant may specify in writing to the Company.



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

|UNIONBANCAL CORPORATION |  |                                                   
|----------------------- |  | --------------------------------------------------
|By                      |  | /s/PAUL FEARERPaul Fearer,Executive Vice President

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

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