0001047469-08-001932 Sample Contracts

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.

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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 David I. Matson ("Mr. Matson") effective as of January 1, 1998, and subsequently amended (the "Agreement") is entered into by and between the Bank and Mr. Matson, and such Amendment shall be effective as of January 1, 2005.

UNIONBANCAL CORPORATION PERFORMANCE SHARE AGREEMENT
Performance Share Agreement • February 28th, 2008 • Unionbancal Corp • National commercial banks • California

This Agreement is made as of January 1, 2008, (the "Award Date"), between UNIONBANCAL CORPORATION (the "Company" or "UNBC") and ("Participant").

AMENDMENT TO CHANGE-OF-CONTROL AGREEMENT
Unionbancal Corp • February 28th, 2008 • National commercial banks

THIS AMENDMENT to the Change-of-Control Agreement between UnionBanCal Corporation, a California corporation (the "Company") and (the "Executive") dated as of (the "Agreement") is entered into by and between the Company and the Executive effective as of January 1, 2005.

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