The Bank of Tokyo-Mitsubishi UFJ, Ltd. Headquarters



 Exhibit 4.5 
 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. HEADQUARTERS FOR THE 
 AMERICAS
STOCK BONUS PLAN 
 INTRODUCTION 
 This Bank of Tokyo-Mitsubishi UFJ, Ltd. Headquarters for the Americas Stock Bonus Plan (as it may be amended from time to time, the “Plan”) was adopted by The Bank of Tokyo-Mitsubishi UFJ, Ltd.,
New York Branch, a branch licensed under the laws of the State of New York (the “Company”), effective as of August 27, 2012. 
 The purpose of the Plan is to promote the long-term success of the Company and its Affiliates and the creation of stockholder value by (a) encouraging key Employees to focus on critical long-range
objectives, (b) encouraging the attraction and retention of key Employees with exceptional qualifications and (c) linking key Employees directly to stockholder interests through increased stock ownership. The Plan seeks to achieve this
purpose by providing for payment of some or a portion of annual bonuses to such key Employees in the form of Restricted Share Units representing a right to acquire equity of Mitsubishi UFJ Financial Group, Inc., a Japanese corporation
(“MUFG”), the Company’s parent company. 
 The Plan has been adopted by the Executive Committee and it
shall be governed by, and construed in accordance with, the laws of the State of New York. 
 ARTICLE 1 

DEFINITIONS 

1.1    “AFFILIATE” means MUFG or any corporation, limited liability company or other entity (other than the
Company (or The Bank of Tokyo-Mitsubishi UFJ, Ltd.) or MUFG, as the case may be) in an unbroken chain of such entities beginning with the Company or MUFG, as the case may be, if each such entity other than the last entity in the unbroken chain owns
stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other entities in such chain. A corporation, limited liability company or other entity that attains the status of an Affiliate on a date after the
adoption of the Plan shall be considered an Affiliate commencing as of such date. 
 1.2    “BUSINESS
COMBINATION” means the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets or stock of a designated corporation or other entity or the acquisition by the designated
corporation or other entity of the assets or stock of another entity. 
 1.3    “CHANGE IN
CONTROL” shall mean a Business Combination with respect to a designated corporation or other entity; excluding, however, such a Business Combination pursuant to which (i) a Permitted Holder will beneficially own, directly or indirectly,
30% or more of, respectively, the Company Stock, as the case may be, of the corporation or other entity resulting from such Business Combination (including, without limitation, a corporation or other entity which as a result of such transaction owns
the designated corporation or other entity or all or substantially all of the designated corporation or other entity’s assets either directly or through one or more subsidiaries), and (ii) no individual, entity or group (within the meaning
of section 13(d)(3) or 14(d)(2) of the Exchange Act) has a greater beneficial interest, directly or indirectly, in the Company Stock than a Permitted Holder. 

  








 1.4    “CODE” means the Internal Revenue Code of 1986, as
amended. 
 1.5    “COMPANY” has the meaning set forth in the Introduction to this Plan.

 1.6    “COMPANY STOCK” means, with respect to a designated corporation or other entity, the
outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors. 
 1.7    “EMPLOYEE” means a bona fide employee of the Company or an Affiliate. 
 1.8    “EXCHANGE ACT” means the Securities Exchange Act of 1934, as amended. 
 1.9    “EXECUTIVE COMMITTEE” means the HQA Executive Committee. 
 1.10    “HR COMMITTEE” means the Human Resources Committee of the Executive Committee. 
 1.11    “MUFG” has the meaning set forth in the Introduction to this Plan. 
 1.12    “PARTICIPANT” means an individual or estate who holds Restricted Share Units issued under the Plan. 

1.13    “PERMITTED HOLDER” means (i) MUFG or any successor thereto, (ii) an employee benefit plan
of MUFG or (iii) a corporation or other entity controlled by MUFG. 
 1.14    “PLAN” means
this The Bank of Tokyo-Mitsubishi UFJ, Ltd. Headquarters for the Americas Stock Bonus Plan, as amended from time to time. 

1.15    “RESTRICTED SHARE UNIT” means an unfunded and unsecured promise to deliver a Share, cash, other
securities or other property, subject to certain restrictions (including, without limitation, a requirement that the Participant remain continuously employed for a specified period of time) as set forth herein and under the Restricted Share Unit
Agreement, granted under Article 5 of the Plan. 
 1.16    “RESTRICTED SHARE UNIT AGREEMENT” means
the agreement between the Company and the recipient of Restricted Share Units which contains the terms, conditions and restrictions pertaining to such Restricted Share Units. 
 1.17    “SHARE” means an American Depositary Receipt representing an American Depositary Share, which represents one share of common stock of MUFG. 

  
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 1.18    “TRUST” means a revocable trust established by the
Company with an independent trustee for the purpose of acquiring Shares with funds contributed by or at the direction of the Company and holding such Shares until transferred to Participants pursuant to Restricted Share Unit Agreements. 

ARTICLE 2 

ADMINISTRATION 

2.1    COMMITTEE. The Plan shall be administered by the HR Committee. 

2.2    HR COMMITTEE RESPONSIBILITIES. The HR Committee shall (a) select the Employees who are to receive
Restricted Share Units under the Plan, (b) determine the number of Shares, vesting requirements and other features and conditions of such Restricted Share Units, (c) interpret the Plan and (d) make all other decisions relating to the
operation of the Plan. The HR Committee may adopt such rules or guidelines as it deems appropriate to implement the Plan. The HR Committee’s determinations under the Plan shall be final and binding on all persons. 

2.3    DELEGATION. The HR Committee may delegate to each of the Company’s Chief Operations Officer for the
Americas and the Chief Human Resources Officer for the Americas the power and authority to make and/or administer Restricted Share Units pursuant to such conditions and limitations as the HR Committee may establish. 

ARTICLE 3 

SHARES AVAILABLE FOR GRANTS 
 3.1    GENERAL. Shares delivered pursuant to Restricted Share Units granted pursuant to the Plan shall be authorized and issued Shares acquired by the Trust pursuant to a trust
agreement with the Company. 
 ARTICLE 4 
 ELIGIBILITY 
 4.1    GENERAL. Only Employees are eligible to
be selected by the HR Committee as Participants in the Plan. 
 ARTICLE 5 

RESTRICTED SHARE UNIT AWARDS 
 5.1    TIME, AMOUNT AND FORM OF RESTRICTED SHARE UNIT AWARDS. Restricted Share Units may be awarded in such amounts, at such times, and subject to such vesting or other restrictions as
the HR Committee may determine. 

  
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 5.2    PAYMENT FOR RESTRICTED SHARE UNITS. No payment shall be required
by Participants for receiving Restricted Share Units or Shares delivered pursuant to Restricted Share Units awarded under the Plan. 
 5.3    VESTING CONDITIONS. Each award of Restricted Share Units shall become vested, in full or in installments, upon satisfaction of the conditions specified in the Restricted Share
Unit Agreement. Subject to the Committee’s determination, a Restricted Share Unit Agreement may provide for accelerated vesting in the event of the Participant’s death, disability or retirement or other events. The HR Committee may
determine, at the time of making a Restricted Share Unit award or thereafter, that such Restricted Share Unit award shall become fully vested in the event that a Change in Control occurs with respect to the Company or the relevant Affiliate that
employs the Participant upon the occurrence of a Change in Control. 
 5.4    SETTLEMENT OF RESTRICTED SHARE
UNITS. Unless otherwise provided by the HR Committee in the Restricted Share Unit Agreement, upon expiration of any vesting conditions with respect to a Restricted Share Unit, one Share (or other securities or other property, as applicable) for each
such outstanding Restricted Share Unit shall be delivered to the Participant, or his or her beneficiary, without charge, from the Trust; provided, however, that unless otherwise provided in the Restricted Share Unit Agreement, the HR Committee may,
in its sole discretion, elect to (i) pay cash, or part cash and part Shares, in lieu of delivering only Shares in respect of such Restricted Share Unit, or (ii) defer the delivery of Shares (or cash, or part Shares and part cash, as the
case may be) beyond the expiration of the lapse of the vesting restrictions, subject to compliance with section 409A of the Code. If a cash payment is made in lieu of delivering Shares (or a fraction thereof), the amount of such payment shall be
equal to the fair market value of the Shares as of the date on which the Shares (or a fraction thereof) would otherwise have been delivered, subject to any applicable withholding or other taxes. 

5.5    CLAWBACK AND RECOUPMENT. All Restricted Share Units awarded and Shares delivered to Participant under the Plan
pursuant to the Restricted Share Unit Agreement shall be subject to certain clawback and recoupment terms and conditions as may be provided in such agreement. 
 ARTICLE 6 
 OTHER SHARE-BASED AWARDS 

6.1    GENERAL. The HR Committee may grant other awards to Participants denominated in Shares in such amounts as the
HR Committee shall from time to time in its sole discretion determine. Such awards may include grants of Shares subject to forfeiture to the extent vesting conditions have not been fulfilled upon termination of employment. Each other Share-based
award granted under the Plan shall be evidenced by an award agreement, and shall be subject to such conditions not inconsistent with the Plan as may be reflected in such award agreement. 

  
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 ARTICLE 7 
 CHANGES AFFECTING AWARDS 
 7.1    GENERAL. In the event of
(a) any dividend (other than ordinary cash dividends) or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation,
split-up, split-off, spin-off, combination, repurchase or exchange of Shares or other securities of MUFG, issuance of warrants or other rights to acquire Shares or other securities of MUFG, or other similar corporate transaction or event that
affects the Shares, or (b) unusual or nonrecurring events (including, without limitation, a Change in Control) affecting the Company or any Affiliate, or the financial statements of the Company or any Affiliate, or changes in applicable rules,
rulings, regulations or other requirements of any governmental body or securities exchange or inter-dealer quotation system, accounting principles or law, such that in either case an adjustment is determined by the HR Committee in its sole
discretion to be necessary or appropriate, then, subject to section 409A of the Code, the HR Committee shall make any such adjustments in such manner as it may deem equitable, including without limitation, any or all of the adjustments described in
paragraphs (i) and (ii) below: 
 (i) adjusting any or all of (1) the number of Shares or other
securities of MUFG (or number and kind of other securities or other property) which may be delivered in respect of the awards or with respect to which awards may be granted under the Plan and (2) the terms of any outstanding award, including,
without limitation, the number of Shares or other securities of MUFG (or number and kind of other securities or other property) subject to outstanding awards or to which outstanding awards relate; or 

(ii) cancelling any one or more outstanding awards and causing to be paid to the holders thereof, in cash, Shares, other
securities or other property, or any combination thereof, the value of such awards (whether vested or unvested), if any, as determined by the HR Committee (which if applicable may be based upon the price per Share received or to be received by other
holders of Shares in such event); 
 provided, however, that in the case of any “equity restructuring” (within the
meaning of the Financial Accounting Standards Board Accounting Standards Codification Topic 718), the HR Committee shall make an equitable or proportionate adjustment to outstanding awards to reflect such equity restructuring. 

ARTICLE 8 

LIMITATION ON RIGHTS 
 8.1    RETENTION RIGHTS. Neither the Plan nor any Restricted Share Units granted under the Plan shall be deemed to give any individual a right to remain an employee of the Company or
an Affiliate. The Company and the Affiliates reserve the right to terminate the service of any employee at any time, with or without cause, with or without notice, subject to applicable laws, the Company’s certificate of incorporation and
by-laws and a written employment agreement (if any). 

  
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 8.2    STOCKHOLDERS’ RIGHTS. A holder of Restricted Share Units
shall have no dividend rights, voting rights or other rights as a stockholder with respect to any Shares covered by his or her Restricted Share Unit award prior to the delivery of Shares, if any. However, unless otherwise provided in the Restricted
Share Unit Agreement, if a cash dividend is declared on the Shares, then on the payment date of the dividend, the Participant will be credited with dividend equivalents equal to the amount of the cash dividend per Share multiplied by the number of
Restricted Share Units credited to the Participant through the record date for the dividend. The dividend equivalents will be subject to the same terms regarding vesting, applicable taxes and forfeiture, and will be distributed at the same time, as
the Shares associated with the Participant’s Restricted Stock Units. 
 8.3    REGULATORY REQUIREMENTS.
Any other provision of the Plan notwithstanding, the obligation of the Company to deliver Shares under the Plan shall be subject to all applicable laws, rules and regulations and such approval by any regulatory body as may be required. The Company
reserves the right to restrict, in whole or in part, the delivery of Shares pursuant to any award prior to the satisfaction of all legal or regulatory requirements relating to the delivery of such Shares, to their registration, qualification or
listing or to an exemption from registration, qualification or listing. 
 ARTICLE 9 

WITHHOLDING TAXES 
 9.1    GENERAL. To the extent required by applicable federal, state, local or foreign law, a Participant or his or her successor shall make arrangements satisfactory to the Company or
the Affiliate for the satisfaction of any withholding tax obligations that arise in connection with the Plan. The Company shall not be required to release any Shares or make any cash payment under the Plan until such withholding tax obligations are
satisfied. 
 ARTICLE 10 
 ASSIGNMENT OR TRANSFER OF RESTRICTED SHARE UNITS 

10.1    GENERAL. Restricted Share Units awarded under the Plan shall not be anticipated, assigned, hypothecated,
attached, garnished, optioned, transferred or made subject to any creditor’s process, whether voluntarily, involuntarily or by operation of law, except as approved by the HR Committee in writing. However, this Article 10 shall not preclude
a Participant from designating a beneficiary who will receive the proceeds upon settlement of any outstanding Restricted Share Units in the event of the Participant’s death, nor shall it preclude a transfer of Restricted Share Units by will or
by the laws of descent and distribution. No other rights given to a Participant under the Plan or the Restricted Share Unit Agreement may be anticipated, assigned, hypothecated, attached, garnished, optioned, transferred or made subject to any
creditor’s process, whether voluntarily, involuntarily or by operation of law, except as approved by the HR Committee in writing 

  
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 ARTICLE 11 
 FUTURE OF THE PLAN 
 11.1    TERM OF THE PLAN. The Plan, as
set forth herein, shall remain in effect until it is terminated under Section 11.2. 

11.2    AMENDMENT OR TERMINATION. The Executive Committee may, at any time and for any reason, amend or terminate the
Plan. An amendment of the Plan shall be subject to the approval of the Company’s stockholders only to the extent required by applicable laws, regulations or rules. No Restricted Share Units shall be awarded under the Plan after the termination
thereof. The termination of the Plan, or any amendment thereof, shall not affect any Restricted Share Units previously awarded under the Plan, unless required under applicable law or regulation. In the event of any conflict among the provisions
(including defined terms) of the Plan, the Restricted Share Unit Agreement and the Award Notice, the Plan shall prevail. 

ARTICLE 12 

EXECUTION 
 To
record the adoption of the Plan by the Executive Committee, the Company has caused its duly authorized officer to execute this document. 
  

			
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH
		
	 By:
	 	  

		 	Title:
		
	Date:	 	



  
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