EXHIBIT 1. UNDERWRITING AGREEMENT UNDERWRITING AGREEMENTUnderwriting Agreement • November 27th, 2001 • Unionbancal Corp • National commercial banks • New York
February 11, 1999 UnionBanCal Corporation 350 California Street San Francisco, California 94104 Ladies and Gentlemen: We (the "MANAGERS") are acting on behalf of the underwriters (including ourselves) named below (such underwriters being herein called...Underwriting Agreement • February 19th, 1999 • Unionbancal Corp • National commercial banks • New York
UNITED STATES OF AMERICA BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D.C. __________________________________ ) Written Agreement by and between ) ) UNION BANK OF CALIFORNIA ) INTERNATIONAL ) Docket No. 04-028-WA/RB-EC New...Unionbancal Corp • October 19th, 2004 • National commercial banks
CROSS REFERENCE SHEET* Between Provisions of Trust Indenture Act (as defined herein) and Indenture dated as of February 19, 1999 between UNIONBANCAL CORPORATION and The First National Bank of Chicago, a national banking association, as Trustee:Indenture • February 19th, 1999 • Unionbancal Corp • National commercial banks • New York
Exhibit 10.1 AMENDMENT TO EXECUTIVE AGREEMENT -------------------------------- 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 (the...Executive Agreement • August 8th, 2005 • Unionbancal Corp • National commercial banks
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...Purchase and Assumption Agreement • November 8th, 2005 • Unionbancal Corp • National commercial banks • California
December 7, 1995 Mr. Roy Henderson The Bank of California 400 California Street San Francisco, California 94104 Re: Change of Control Agreement Dear Roy: I am pleased that you have decided to become part of the management team of the new bank. As we...Unionbancal Corp • March 28th, 1997 • National commercial banks
22,000,000 SHARESUnderwriting Agreement • February 19th, 1999 • Unionbancal Corp • National commercial banks • New York
EMPLOYMENT AGREEMENT THIS AGREEMENT, effective as of January 1, 1998, is entered into by and between Union Bank of California, N.A., a National Banking Association (the "Bank"), and Richard C. Hartnack ("Mr. Hartnack"), an individual. WHEREAS, Mr....Employment Agreement • November 17th, 1998 • Unionbancal Corp • National commercial banks • California
WITNESSETH:Performance Share Agreement • March 29th, 2006 • Unionbancal Corp • National commercial banks • California
EXHIBIT 10.1 CHANGE-OF-CONTROL AGREEMENT THIS AGREEMENT, dated as of the 1st day of May, 2003 (the "Agreement"), by and between UnionBanCal Corporation, a California corporation (the "Company"), and __________________ (the "Executive"). WHEREAS, the...Control Agreement • August 14th, 2003 • Unionbancal Corp • National commercial banks • Delaware
GUARANTEE AGREEMENTGuarantee Agreement • February 19th, 1999 • Unionbancal Corp • National commercial banks • New York
UNIONBANCAL CORPORATION 3.500% SENIOR NOTES DUE 2022 UNDERWRITING AGREEMENTUnderwriting Agreement • June 22nd, 2012 • Unionbancal Corp • National commercial banks • New York
EXHIBIT 10.1 FORM OF RESTRICTED STOCK UNIT AGREEMENT FOR REGULAR GRANTS TO NON- EMPLOYEE DIRECTORS YEAR 2000 UNIONBANCAL CORPORATION MANAGEMENT STOCK PLAN NON- EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENT This Agreement is made as of...Restricted Stock Unit Agreement • July 5th, 2006 • Unionbancal Corp • National commercial banks
CREDIT AGREEMENTCredit 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”).
EMPLOYMENT AGREEMENT THIS AGREEMENT, effective as of January 1, 1998, is entered into by and between Union Bank of California, N.A., a National Banking Association (the "Bank"), and Robert M. Walker ("Mr. Walker"), an individual. WHEREAS, Mr. Walker...Employment Agreement • November 17th, 1998 • Unionbancal Corp • National commercial banks • California
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, 2010Purchase 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 TRUSTDeclaration 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”).
Exhibit 10.2 AMENDMENT TO EMPLOYMENT AGREEMENT --------------------------------- THIS AMENDMENT to the Employment Agreement between Union Bank of California, N.A. (the "Bank") and David I. Matson ("Mr. Matson") effective as of January 1, 1998 (the...Employment Agreement • August 8th, 2005 • Unionbancal Corp • National commercial banks
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, 2008Agreement and Plan of Merger • 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”).
AGREEMENT AND PLAN OF MERGER by and among UNIONBANCAL CORPORATION, PEBBLE MERGER SUB INC. and PACIFIC CAPITAL BANCORP Dated as of March 9, 2012Agreement and Plan of Merger • 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”).
Exhibit 10.3 YEAR 2000 UNIONBANCAL CORPORATION MANAGEMENT STOCK PLAN NON- QUALIFIED STOCK OPTION AGREEMENT This Agreement is made as of the Grant Date, (the "Grant Date") as set forth on the Certificate of Stock Option Grant available from the Smith...Management Stock Plan Non-Qualified Stock Option Agreement • March 28th, 2005 • Unionbancal Corp • National commercial banks • California
SUBORDINATED TERM LOAN AGREEMENTSubordinated 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”).
UNDERWRITING AGREEMENTUnderwriting 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 AGREEMENTBridge 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”).
UNIONBANCAL CORPORATION San Francisco, CA ----------------- ---------------------------| | | 100% | | 100% ------------------------- | ------------------------- UNION BANK OF | Bankers Commercial CALIFORNIA |--------------- Corporation National...Unionbancal Corp • March 20th, 2001 • National commercial banks
YEAR 2000 UNIONBANCAL CORPORATION MANAGEMENT STOCK PLAN NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENTManagement Stock Plan Non-Employee Director 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
CONFIDENTIAL SEPARATION AGREEMENT AND MUTUAL GENERAL RELEASE ------------------------------------------------------------ For good and valuable consideration, receipt of which is hereby acknowledged, and in order to resolve and settle finally, fully...Confidential Separation Agreement and Mutual • August 6th, 2004 • Unionbancal Corp • National commercial banks • California
AMENDMENT TO EXECUTIVE AGREEMENTExecutive 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 AGREEMENTTotal 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 AGREEMENTRestricted 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 AGREEMENTBridge 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”).
Exhibit 10.2 UNIONBANCAL CORPORATION PERFORMANCE SHARE AGREEMENT This Agreement is made as of January 1, 2005, (the "Award Date"), between UNIONBANCAL CORPORATION (the "Company" or "UNBC") and <> ("Participant"). WITNESSETH: WHEREAS, the Company has...Corporation Performance Share Agreement • March 28th, 2005 • Unionbancal Corp • National commercial banks • California
MANAGEMENT STOCK PLANRestricted 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).
