Unionbancal Corp Sample Contracts

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EXHIBIT 1. UNDERWRITING AGREEMENT UNDERWRITING AGREEMENT
Underwriting Agreement • November 27th, 2001 • Unionbancal Corp • National commercial banks • New York
WITNESSETH:
Performance Share Agreement • March 29th, 2006 • Unionbancal Corp • National commercial banks • California
GUARANTEE AGREEMENT
Guarantee Agreement • February 19th, 1999 • Unionbancal Corp • National commercial banks • New York
UNIONBANCAL CORPORATION 3.500% SENIOR NOTES DUE 2022 UNDERWRITING AGREEMENT
Underwriting Agreement • June 22nd, 2012 • Unionbancal Corp • National commercial banks • New York
CREDIT AGREEMENT
Credit Agreement • April 3rd, 2017 • MUFG Americas Holdings Corp • National commercial banks • New York

This CREDIT AGREEMENT (this "Agreement") is dated as of March 28, 2017 and is by and between MUFG AMERICAS HOLDINGS CORPORATION (the "Borrower"), a Delaware corporation, having an address at 1251 Avenue of the Americas, New York, New York 10020, and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., a Japanese banking corporation, having an address at 1251 Avenue of the Americas, New York, New York 10020 (the “Lender” or “Parent”).

PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF FRONTIER BANK, EVERETT, WASHINGTON FEDERAL DEPOSIT INSURANCE CORPORATION and UNION BANK, N.A. DATED AS OF APRIL 30, 2010
Purchase and Assumption Agreement • May 6th, 2010 • Unionbancal Corp • National commercial banks

THIS AGREEMENT, made and entered into as of the 30th day of April, 2010, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of FRONTIER BANK, EVERETT, WASHINGTON (the “Receiver”), UNION BANK, N.A., organized under the laws of the United States of America, and having its principal place of business in SAN FRANCISCO, CALIFORNIA (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).

FIRST AMENDED AND RESTATED DECLARATION OF TRUST
Declaration of Trust • June 4th, 2009 • Unionbancal Corp • National commercial banks

FIRST AMENDED AND RESTATED DECLARATION OF TRUST (“Declaration”), dated as of June 4, 2009, among UnionBanCal Corporation, a Delaware corporation, as sponsor (the “Sponsor”), BNY Mellon Trust of Delaware, a Delaware banking corporation, as Delaware trustee (the “Delaware Trustee”), and David I. Matson, David A. Anderson and Morris W. Hirsch, as regular trustees (the “Regular Trustees” and, collectively with the Delaware Trustee, the “Trustees”).

AGREEMENT AND PLAN OF MERGER by and among UNIONBANCAL CORPORATION, PEBBLE MERGER SUB INC. and PACIFIC CAPITAL BANCORP Dated as of March 9, 2012
Merger Agreement • March 12th, 2012 • Unionbancal Corp • National commercial banks • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of March 9, 2012 (this “Agreement”), by and among UnionBanCal Corporation, a Delaware corporation (“Purchaser”), Pebble Merger Sub Inc., a corporation organized under the laws of the State of Delaware and a wholly owned subsidiary of Purchaser (“Merger Sub”) and Pacific Capital Bancorp, a Delaware corporation (the “Company”).

22,000,000 SHARES
Underwriting Agreement • February 19th, 1999 • Unionbancal Corp • National commercial banks • New York
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SUBORDINATED TERM LOAN AGREEMENT
Subordinated Term Loan Agreement • January 2nd, 2014 • Unionbancal Corp • National commercial banks • New York

This SUBORDINATED TERM LOAN AGREEMENT (this “Agreement”) is dated as of December 27, 2013 and is by and between UNIONBANCAL CORPORATION (the “Borrower”), a Delaware corporation, and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., a Japanese banking corporation (the “Bank”).

AGREEMENT AND PLAN OF MERGER among UNIONBANCAL CORPORATION, THE BANK OF TOKYO- MITSUBISHI UFJ, LTD. and MERGER SUB (as herein defined) Dated as of August 18, 2008
Merger Agreement • August 19th, 2008 • Unionbancal Corp • National commercial banks • Delaware

AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of August 18, 2008, among UnionBanCal Corporation, a Delaware corporation (the “Company”), The Bank of Tokyo-Mitsubishi UFJ, Ltd., a Japanese joint stock corporation (“Parent”), and, from and after its accession to this Agreement in accordance with Section 6.15 of this Agreement, Merger Sub (as that term is defined in Section 6.15 of this Agreement), a Delaware corporation (the Company and Merger Sub sometimes being hereinafter collectively referred to as the “Constituent Corporations”).

UNDERWRITING AGREEMENT
Underwriting Agreement • December 8th, 2003 • Unionbancal Corp • National commercial banks • New York

We, as underwriters (the “Underwriters”), and for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated are acting as representatives (the “Representatives”), understand that UnionBanCal Corporation, a Delaware corporation (the “Company”), proposes to issue and sell $400,000,000 aggregate principal amount of 5.25% Subordinated Notes due 2013 (the “Offered Securities”). The Offered Securities will be issued pursuant to the provisions of an Indenture dated as of December 8, 2003 between the Company and J.P. Morgan Trust Company, National Association (successor to Bank One Trust Company N.A.), as trustee (the “Trustee”), including an officer’s certificate establishing the terms of the Offered Securities under Section 2.3 thereof (collectively, the “Indenture”).

MASTER SERVICES AGREEMENT BY AND BETWEEN THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. AND MUFG UNION BANK, N.A.
Master Services Agreement • November 10th, 2014 • MUFG Americas Holdings Corp • National commercial banks • New York

This Master Services Agreement (the “Agreement”) is effective as of July 1, 2014 (the “Effective Date”) by and between The Bank of Tokyo-Mitsubishi UFJ, Ltd. (“BTMU”) acting through its branches, subsidiaries and other operations in the Americas, including through its principal U.S. branch with offices at 1251 Avenue of the Americas, New York, New York 10020, and MUFG Union Bank, N.A. (“MUB”), a national banking association with its main office at 400 California Street, San Francisco, CA 94104. MUB is a wholly-owned subsidiary of MUFG Americas Holdings Corporation (“MUAH”), a Delaware corporation and financial holding company which is wholly-owned by BTMU.

BRIDGE AWARD AGREEMENT
Bridge Award Agreement • September 19th, 2008 • Unionbancal Corp • National commercial banks • California

This Agreement is made as of , 2008 (the “Award Date”), between UNIONBANCAL CORPORATION (the “Company” or “UNBC”) and David I. Matson (“Participant”).

YEAR 2000 UNIONBANCAL CORPORATION MANAGEMENT STOCK PLAN NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • November 7th, 2007 • Unionbancal Corp • National commercial banks

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

AMENDMENT TO EXECUTIVE AGREEMENT
Executive Agreement • February 28th, 2008 • Unionbancal Corp • National commercial banks

THIS AMENDMENT to the Executive Agreement between Union Bank of California, N.A. (the "Bank") and Philip B. Flynn ("Mr. Flynn") effective as of April 1, 2004, and subsequently amended (the "Agreement") is entered into by and between the Bank and Mr. Flynn, and such Amendment shall be effective as of January 1, 2005.

MASTER INTERNAL TOTAL LOSS ABSORBING CAPACITY LOAN AGREEMENT
Master Internal Total Loss Absorbing Capacity Loan Agreement • December 14th, 2018 • MUFG Americas Holdings Corp • National commercial banks • New York

This MASTER INTERNAL TOTAL LOSS ABSORBING CAPACITY LOAN AGREEMENT (this “Agreement”) is dated as of December 12, 2018 and is by and between MUFG AMERICAS HOLDINGS CORPORATION (the “Borrower”), a Delaware corporation, having an address at 1251 Avenue of the Americas, New York, New York 10020, and MUFG BANK, LTD., a Japanese banking corporation, having an address at 7-1, Marunouchi 2-chome Chiyoda-ku, Tokyo 100-8388, Japan (the “Lender” or “Parent” and, together with Borrower, the “parties”).

YEAR 2000 UNIONBANCAL CORPORATION MANAGEMENT STOCK PLAN NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • August 6th, 2007 • Unionbancal Corp • National commercial banks • California

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

BRIDGE AWARD AGREEMENT
Bridge Award Agreement • September 19th, 2008 • Unionbancal Corp • National commercial banks • California

This Agreement is made as of , 2008, (the “Award Date”), between UNIONBANCAL CORPORATION (the “Company” or “UNBC”) and «Agreement_Name» (“Participant”).

MANAGEMENT STOCK PLAN
Restricted Stock Agreement • August 7th, 2006 • Unionbancal Corp • National commercial banks • California

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

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