0001104659-06-031710 Sample Contracts

YEAR 2000 UNIONBANCAL CORPORATION MANAGEMENT STOCK PLAN RESTRICTED STOCK AGREEMENT
Management Stock Plan Restricted Stock Agreement • May 8th, 2006 • 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

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YEAR 2000 UNIONBANCAL CORPORATION MANAGEMENT STOCK PLAN NON-QUALIFIED STOCK OPTION AGREEMENT
Management Stock Plan Non-Qualified Stock Option Agreement • May 8th, 2006 • Unionbancal Corp • National commercial banks • California

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

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