8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  September 18, 2008

UnionBanCal Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-15081	94-1234979
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

400 California Street

San Francisco, CA  94104-1302

(Address of principal executive offices) (Zip Code)

Tel. (415) 765-2969

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

UnionBanCal Corporation Bridge Plan.  As reported previously, on August 17, 2008, the Board of Directors (the “Board”) of UnionBanCal Corporation (the “Company”) approved the adoption, upon the recommendation of the Executive Compensation & Benefits Committee of the Board (the “Compensation Committee”), of a “bridge award” program as a retention incentive and to address the value of extinguished performance awards that covered future periods in connection with the transactions contemplated by the Merger Agreement dated August 18, 2008 (the “Merger Agreement”) between the Company and The Bank of Tokyo-Mitsubishi UFJ, Ltd. (“BTMU”), including the tender offer (the “Offer”) currently underway pursuant thereto.  The Board delegated promulgation and implementation of the bridge award program to the Compensation Committee.

The Compensation Committee, pursuant to its delegated authority, has adopted the UnionBanCal Corporation Bridge Plan (the “Bridge Plan”).  The Bridge Plan focuses on senior management of the Company (generally, those holding the title of senior vice president and above, which includes all executive officers of the Company), with management discretion to include key employees below that level.

Recipients of awards under the Bridge Plan are eligible to receive payments over a vesting period of up to three years, paid annually in equal amounts.  The Bridge Plan requires that a participant be employed by the Company on his or her vesting date in order to receive the payment under the award.  Any awards under the Bridge Plan would be forfeited upon voluntary termination, retirement and non-severance-eligible involuntary termination.

The aggregate amount of payments under an individual award is intended to be equal to generally two (and up to three) times a participant’s annual long-term incentive target under the Company’s existing management stock plan.  The aggregate dollar amount of awards that may be granted under the Bridge Plan is $100 million.

On September 18, 2008, the Compensation Committee approved awards under the Bridge Plan to executive officers.  The awards to the Company’s named executive officers and executive officers as a group are set forth in the table below.

Name and Title	Amount of Bridge Plan Award
Masaaki Tanaka, President and Chief Executive Officer	—
David I. Matson, Vice Chairman and Chief Financial Officer	$	2,000,000	(1)
Philip B. Flynn, Vice Chairman and Chief Operating Officer	$	4,400,000
JoAnn M. Bourne, Senior Executive Vice President	$	690,000
John C. Erickson, Vice Chairman and Chief Risk Officer	$	1,600,000
All executive officers as a group (13 persons)	$	14,345,000

(1) In consideration for entering into his bridge plan award agreement, Mr. Matson will waive entitlement to any benefits under his Executive Agreement, originally effective January 1, 1998 and subsequently amended, with Union Bank of California, N.A.  A form of Mr. Matson’s award agreement under the Bridge Plan is filed herewith as Exhibit 10.3 and incorporated herein by reference.

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The Bridge Plan and the form of award agreement under the Bridge Plan are filed herewith as Exhibits 10.1 and 10.2 and incorporated herein by reference.

Enhanced Severance Protections.  The Company also previously reported that the Board had approved enhanced severance protections (in addition to the plans described above), with an aggregate incremental cost not exceeding $20 million, for employees who are terminated or whose employment terms are substantially altered, in either case within 12 months following the consummation or abandonment of the transactions contemplated by the Merger Agreement.  The Board delegated promulgation and implementation of the enhanced severance protections to the Compensation Committee.

On September 18, 2008, the Compensation Committee determined not to implement enhanced severance protection, instead adopting amendments to the Company’s supplemental executive retirement plans, as discussed below.

Amendments to Supplemental Executive Retirement Plans.  On September 18, 2008, the Compensation Committee approved changes to several provisions of the Company’s supplemental executive retirement plans.

The Company has two supplemental executive retirement plans.  All senior vice presidents and executive vice presidents of the Company, excluding policy-making officers and expatriate employees, participate in the Company’s regular supplemental executive retirement plan (the “SERP”).  All policy making officers (“PMOs”) of the Company, excluding expatriate employees, are eligible to participate in a supplemental executive retirement plan for policy making officers (the “PMO SERP” and, together with the SERP, the “SERPs”).  The SERPs generally provide for benefits that supplement the benefits that can be paid under the Company’s qualified retirement plan, which is subject to Federal tax limitations.

Prior to the amendment of the SERPs, the SERPs generally provided for vesting of benefits upon reaching age 55 with a minimum of 10 years of service, or age 62 with a minimum of five years of service.  The vesting of benefits under the SERPs is different from the vesting of benefits under the Company’s qualified retirement plan, which provides for a vested benefit after five years of service.

The Compensation Committee amended the SERPs to bring the vesting provisions into conformity with the vesting provisions of the qualified retirement plan, so that a participant would earn a vested benefit under the SERPs after five years of service with the Company.  The Compensation Committee also approved an additional change to the PMO SERP to extend the subsidized early retirement benefit calculations of the Company’s qualified retirement plan to PMOs who are involuntarily terminated by the Company.

The amended SERPs are filed herewith as Exhibits 10.4 and 10.5 and incorporated herein by reference.

Cautionary Statement Concerning Forward-Looking Information

This report includes forward-looking statements that involve risks and uncertainties.  Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts.  Often, they include the words “believe,” “continue,” “expect,” “target,” “anticipate,” “intend,” “plan,” “estimate,” “potential,” “project,” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.”  There are numerous risks and uncertainties that could and will cause actual results to differ materially from those discussed in the Company’s forward-looking statements. Many of these factors are beyond the Company’s ability to control or predict and could have a material adverse effect on the Company’s stock price, financial condition and results of operations or prospects. Such risks and uncertainties include, but are not limited to, uncertainties as to the timing of the Offer and the merger contemplated by the Merger Agreement, uncertainties as to how the Company stockholders will tender their stock in the Offer, the possibility that various closing conditions for the transaction may not be satisfied or waived, and other risks and uncertainties discussed in the Company’s public filings with the SEC, as well as the tender offer documents filed by BTMU and the Solicitation/Recommendation Statement on Schedule 14D-9 filed by the Company.  All forward-looking statements included in this report are based on information available at the time of the report, and the Company assumes no obligation to update any forward-looking statement.

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Item 9.01.	Financial Statements and Exhibits.
(d)	EXHIBITS.

EXHIBIT NUMBER	DESCRIPTION
10.1	UnionBanCal Corporation Bridge Plan dated September 18, 2008.
10.2	Form of UnionBanCal Corporation Bridge Plan Award Agreement.
10.3	Form of UnionBanCal Corporation Bridge Plan Award Agreement with David I. Matson.
10.4	Union Bank of California, N.A. Supplemental Executive Retirement Plan as amended and restated effective September 18, 2008.
10.5	Union Bank of California, N.A. Supplemental Executive Retirement Plan for Policy Making Officers as amended and restated effective September 18, 2008.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:   September 19, 2008

UNIONBANCAL CORPORATION
By:	/s/ Paul E. Fearer
	Paul E. Fearer
	Senior Executive Vice President and Director of Human Resources
	(Duly Authorized Officer)

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EXHIBIT INDEX

EXHIBIT NUMBER	DESCRIPTION
10.1	UnionBanCal Corporation Bridge Plan dated September 18, 2008.
10.2	Form of UnionBanCal Corporation Bridge Plan Award Agreement.
10.3	Form of UnionBanCal Corporation Bridge Plan Award Agreement with David I. Matson.
10.4	Union Bank of California, N.A. Supplemental Executive Retirement Plan as amended and restated effective September 18, 2008.
10.5	Union Bank of California, N.A. Supplemental Executive Retirement Plan for Policy Making Officers as amended and restated effective September 18, 2008.

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EX-10.1

Exhibit 10.1

UNIONBANCAL CORPORATION

BRIDGE PLAN

UNIONBANCAL CORPORATION

BRIDGE PLAN

1.Establishment, Purpose, General Description, and Definitions

(a)The UnionBanCal Corporation Bridge Plan, as set forth herein (the “Plan”), has been adopted by UnionBanCal Corporation (the “Company” or “UNBC”)  effective upon the closing of the merger of the Company with a subsidiary of The Bank of Tokyo-Mitsubishi UFJ, Ltd. (“BTMU”) pursuant to an Agreement and Plan of Merger between the Company and BTMU dated August 18, 2008 (the “Transaction”).

(b)The purpose of the Plan is to provide a bridge from the long-term incentive compensation plans that were in place prior to the Transaction to the long-term incentive compensation plans that will be implemented following the Transaction so that there will be no interruption in long-term incentive compensation during the transition.

(c)Each Participant will be required to enter into an Award Agreement, which will specify the amount of the Bridge Awards, and the Incentive Periods during which the Participant must remain employed in order to earn the Bridge Awards.  The amount of the Bridge Awards and the duration of the Incentive Periods need not be the same for each Participant.

(d)Definitions include:

(1)Award Agreement refers to a written agreement between UNBC and a Participant with respect to a Bridge Award.

(2)Board refers to UNBC’s Board of Directors.

(3)Bridge Award refers to the award which a Participant may earn by remaining employed through the end of the applicable Incentive Period.

(4)Code refers to the Internal Revenue Code of 1986, as amended.  Reference in the Plan to any Section of the Code shall be deemed to include any amendments or successor provisions to such Section and any regulations under such Section.

(5)Committee refers to the committee which administers the Plan pursuant to Section 2.

(6)Employee refers to any common law employee of UNBC or its Subsidiaries except:  (1) any independent contractor retained to perform services for UNBC or its Subsidiaries, including consultants; and (2) any

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person who provides services to UNBC or its Subsidiaries pursuant to an agreement between UNBC or its Subsidiaries and any other person or organization.

(7)Incentive Period refers to the period during which the Participant must remain employed in order to earn a Bridge Award.

(8)Participant refers to an Employee who has been designated by the Committee as eligible to participate in the Plan and who has entered into an Award Agreement.

(9)Subsidiaries refers to subsidiary corporations, as defined in Section 424(f) of the Code (but substituting “UNBC” for “employer corporation”), including Subsidiaries of UNBC which become such after the adoption of the Plan.

2.Administration of the Plan

(a)The Plan shall be administered by the Executive Compensation and Benefits Committee of UNBC’s Board of Directors, or such other committee as may be appointed by the Board (the “Committee”).  The Committee shall be composed as set forth in Section 2(b).

(b)The members of the Committee shall consist of two or more directors appointed by the Board.  The Board may from time to time increase (and thereafter may decrease) the size of the Committee, elect or remove members thereto (with or without cause) and fill any vacancies however created.

(c)The Committee shall meet at such times and places and upon such notice as the Committee’s Chair determines.  A majority of the Committee shall constitute a quorum.  Any acts by the Committee may be taken at any meeting at which a quorum is present and shall be by majority vote of those members entitled to vote.

(d)The Committee shall determine which Employees of UNBC or its Subsidiaries shall be granted awards under the Plan, the timing of such awards, the terms thereof, the Incentive Period applicable to each award, and the amount of the Bridge Award payable pursuant to each award.

(e)The Committee shall have the sole authority, in its absolute discretion, to adopt, amend and rescind such rules and regulations as, in its opinion, may be advisable in the administration of the Plan, to construe and interpret the Plan, its rules and regulations, and the instruments evidencing awards granted under the Plan, and to make all other determinations deemed necessary or advisable for the administration of the Plan.

(f)The Committee may delegate its authorities under the Plan to the Chief Executive Officer of the Company with respect to awards to Employees other than policy making officers of the Company.

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(g)All decisions, determinations and interpretations of the Committee or its authorized delegate shall be binding on all persons.

3.Bridge Awards Subject to the Plan

Bridge Awards may be granted under the Plan to Participants for an aggregate of not more than $100,000,000.

4.Eligibility

Persons who shall be eligible to have Bridge Awards granted to them shall be such Employees as the Committee, in its discretion, shall designate from time to time.

5.Payment of Bridge Awards

Bridge Awards shall be paid to a Participant in a cash lump sum within two and one-half months following the end of the applicable Incentive Period, except as provided in Section 7.

6.Withholding

The Company or its Subsidiaries shall, to the extent required by law, have the right to deduct from payments of any kind otherwise due to the recipient the amount of any federal, state or local taxes required by law to be withheld with respect to the amounts earned under the Plan.

7.Termination of Employment or Leave of Absence

Termination of employment with the Company or its Subsidiaries prior to the end of the Incentive Period for any reason (whether voluntary or involuntary) shall result in forfeiture of all opportunity to receive the Bridge Award applicable to that Incentive Period under the Plan, subject to the following exceptions.  In the event of termination during an Incentive Period under circumstances which render the Participant eligible for severance benefits from the Company (and provided the Participant has executed a release agreement), the Participant shall be eligible to receive payment of the Bridge Award for that and any subsequent Incentive Period covered by the Award Agreement within 2-1/2 months following such termination of employment.  In the event of termination during an Incentive Period by reason of death, the Participant (or the Participant’s beneficiary or estate in the event of death) will be eligible to receive a pro rata Bridge Award for that Incentive Period based on the time employed during that Incentive Period, rounded to the nearest complete month, within 2-1/2 months following the date of death.

The Committee shall also have discretion to reduce the amount of a Bridge Award on a pro rata basis to reflect periods of time during an Incentive Period when Participant is on a leave of absence of more than sixty (60) days.

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Notwithstanding these or any other provisions of the Plan, the Committee may, in its sole discretion, authorize payment of all or a portion of a Bridge Award which would otherwise be forfeited.

8.Designation of Beneficiaries

A Participant may designate a beneficiary or beneficiaries to receive, in the event of the Participant’s death, all or part of the amounts to be distributed to the Participant under the Plan.  A designation of beneficiary may be replaced by a new designation or may be revoked by the Participant at any time.  A designation or revocation shall be on a form to be provided for such purpose and shall be signed by the Participant and delivered to the Company prior to the Participant’s death.  Any amount that is distributable to a Participant upon death and is not subject to such a designation shall be distributed to the Participant’s estate.  If there shall be any question as to the legal right of any beneficiary to receive a distribution under the Plan, the amount in question may be paid to the estate of the Participant, in which event the Company shall have no further liability to anyone with respect to such amount.

9.Employee Rights

A Participant may not assign or transfer his or her rights under the Plan, except as expressly provided under the Plan, and any attempt to do so will invalidate those rights.

No Employee has a claim or right to be a Participant in the Plan, to continue as a Participant, or to be granted Bridge Awards under the Plan.  The Company and its Subsidiaries are not obligated to give uniform treatment to Participants.  Participation in the Plan does not give a Participant the right to be retained in the employment of the Company or its Subsidiaries, nor does it imply or confer any other employment rights.  Nothing contained in the Plan will be construed to create a contract of employment with any Participant.  Nothing contained in the Plan will be deemed to require the Company or its Subsidiaries to deposit, invest or set aside amounts for the payments of any Bridge Awards, nor will anything be deemed to give any Participant any ownership, security, or other rights in any assets of the Company or its Subsidiaries.  The Bridge Award is a one-time, special award which is not part of basic compensation or earnings for any purpose, including without limitation the calculation of pension, 401(k) or other retirement benefits.

10.Section 409A

The Plan is intended to be exempt from the provisions of Section 409A of the Code and shall be interpreted accordingly.  However, if the Company determines that payment of a Bridge Award is subject to Section 409A, then notwithstanding any provision to the contrary in the Plan or an Award Agreement, the following provisions shall apply:

If the Participant becomes eligible to receive payment upon termination of employment pursuant to Section 7, payment shall be made within 2-1/2 months following “separation from service” (as defined under Section 409A of the Code); provided, however, that if the Company also determines that the Participant is a “specified employee” (as defined under

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Section 409A of the Code) at the time of such separation from service, payment shall be delayed until six months and one day following separation from service (or if earlier, the Participant’s death) if the Company determines that such delayed payment is required in order to avoid a prohibited distribution under Section 409A(a)(2) of the Code.

11.Amendment, Suspension or Termination of the Plan

(a)The Board may at any time amend, suspend or terminate the Plan as it deems advisable.

(b)No Bridge Award may be granted during any suspension or after the termination of the Plan, and no amendment, suspension or termination of the Plan shall, without the Participant’s consent, alter or impair any rights or obligations under any Bridge Award previously made under the Plan.

(c)The effectiveness of the Plan is conditioned on the closing of the Transaction.   If the Transaction is not consummated, the Plan and any Bridge Awards hereunder shall be null and void.

12.Applicable Law and Validity

The Plan shall be governed by and construed in accordance with the laws of the State of California and the Code.  In the event any provision of the Plan is held invalid, void, or unenforceable, the same shall not affect, in any respect whatsoever, the validity of any other provision of the Plan.

IN WITNESS WHEREOF, the undersigned has executed this UnionBanCal Corporation Bridge Plan, at San Francisco, California, on this 18th day of September, 2008.

UNIONBANCAL CORPORATION
By:	/s/ Paul E. Fearer
	Name: Paul E. Fearer
	Title: Director of Human Resources

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EX-10.2

Exhibit 10.2

UNIONBANCAL CORPORATION

BRIDGE AWARD AGREEMENT

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

WITNESSETH:

WHEREAS, the Company has adopted the UnionBanCal Corporation Bridge Plan (the “Plan”) authorizing the grant of awards to eligible individuals in connection with the performance of services for the Company and its Subsidiaries (as defined in the Plan), subject to the closing of the merger of the Company with a subsidiary of The Bank of Tokyo-Mitsubishi UFJ, Ltd. (“BTMU”) pursuant to an Agreement and Plan of Merger between the Company and BTMU dated August 18, 2008 (the “Transaction”). The Plan, including the definition of terms, is incorporated in this Agreement by reference and made a part of it.  In the event of any conflict among the provisions of the Plan document and this Agreement, the Plan document shall prevail; and

WHEREAS, the Company regards Participant as a valuable contributor to the Company, and has determined that it would be to the advantage and interest of the Company and its shareholders to grant to Participant the award provided for in this Agreement;

NOW, THEREFORE, in consideration of the foregoing premises, and the mutual covenants herein contained, the parties to this Agreement hereby agree as follows:

1.Bridge Award.  Participant shall be eligible for payment of a Bridge Award equal to $                subject to continued employment during the Incentive Period beginning on the Award Date and ending on               , and an award equal to $         subject to continued employment during the Incentive Period beginning on              and ending on               .

2.Payment of Bridge Awards.  If earned, the Bridge Award shall be paid to Participant within 2-1/2 months following the end of the applicable Incentive Period.  The Company shall, to the extent required by law, have the right to deduct from any payments hereunder the amount of any federal, state or local taxes required by law to be withheld.

3.Designation of Beneficiaries.  On a form provided to the Company, Participant may designate a beneficiary or beneficiaries to receive, in the event of Participant’s death, all or part of any amounts to be distributed to Participant under the Plan.

4.Employee Rights.  Participant may not assign or transfer his or her rights under the Plan except as expressly provided under the Plan.  Participation in the Plan does not create a contract of employment, imply or confer any other employment rights, or confer any ownership, security or other rights to Company assets. The Bridge Award is a one-time, special award which is not part of basic compensation or earnings for any purpose, including without limitation the calculation of pension, 401(k) or other retirement benefits.

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5.Termination of Employment or Leave of Absence.  Termination of employment prior to the end of an Incentive Period (or before the commencement of an Incentive Period) shall result in forfeiture of all opportunity to receive a Bridge Award for that Incentive Period, except as provided below:

(a)If Participant’s employment is terminated at any time during an Incentive Period under circumstances which render Participant eligible for severance benefits from the Company (and provided Participant has executed a release agreement), Participant shall be eligible to receive payment of the Bridge Award for that Incentive Period and for the subsequent Incentive Period, if applicable.

(b)If Participant’s employment is terminated at any time during an Incentive Period by reason of death, Participant (or Participant’s beneficiary or estate in the event of death) will be eligible to receive a pro rata Bridge Award for that Incentive Period based on the time employed during that Incentive Period, rounded to the nearest complete month, but will not be eligible to receive a Bridge Award for the subsequent Incentive Period, if applicable.

(c)Payment of a Bridge Award under this Section 5(a) shall be made within 2-1/2 months following the employment termination date.

The Company shall also have discretion to reduce the amount of a Bridge Award on a pro rata basis to reflect periods of time during an Incentive Period when Participant is on a leave of absence of more than sixty (60) days.

6.Mandatory Arbitration.  Any dispute arising out of or relating to this Agreement, including its meaning or interpretation, shall be resolved solely by arbitration before an arbitrator selected in accordance with the rules of the American Arbitration Association.  The location for the arbitration shall be in San Francisco, Los Angeles or San Diego as selected by the Company in good faith. Judgment on the award rendered may be entered in any court having jurisdiction.  The party the arbitrator determines is the prevailing party shall be entitled to have the other party pay the expenses of the prevailing party, and in this regard the arbitrator shall have the power to award recovery to such prevailing party of all costs and fees (including attorney fees and a reasonable allocation for the costs of the Company’s in-house counsel), administrative fees, arbitrator’s fees and court costs, all as determined by the arbitrator.  Absent such award of the arbitrator, each party shall pay an equal share of the arbitrator’s fees.  All statutes of limitation which would otherwise be applicable shall apply to any arbitration proceeding under this paragraph.  The provisions of this paragraph are intended by Participant and the Company to be exclusive for all purposes and applicable to any and all disputes arising out of or relating to this Agreement.  The arbitrator who hears and decides any dispute shall have jurisdiction and authority only to award compensatory damages to make whole a person or entity sustaining foreseeable economic damages, and, shall not have jurisdiction and authority to make any other award of any type, including without limitation, punitive damages, unforeseeable economic damages, damages for pain, suffering or emotional distress, or any other kind or form of damages.  The remedy, if any, awarded by the arbitrator shall be the sole and exclusive remedy for any dispute which is subject to arbitration under this paragraph.

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7.California Law.  The Plan and this Agreement shall be construed and enforced according to the laws of the State of California to the extent not preempted by the federal laws of the United States of America.

8.Section 409A.  If payment of a Bridge Award is due upon a termination of employment, and the Company determines that the award is nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code, then for purposes of determining the timing of the payment, “termination of employment” shall mean a “separation from service” as defined under Section 409A.  In addition, if Participant is a “specified employee” (as defined under Section 409A) at the of such separation from service, payment shall be delayed until six months and one day following such separation from service (or, if earlier, Participant’s death) if the Company determines that such delayed payment is required in order to avoid a prohibited distribution under Section 409A(a)(2) of the Internal Revenue Code.

9.Entire Agreement.  The Plan and this Agreement constitute the entire agreement between the Company and Participant pertaining to the subject matter hereof, and supersedes all prior or contemporaneous written or verbal agreements and understandings between the parties in connection therewith.  Participant acknowledges that this Agreement is subject to the closing of the Transaction.  If the Transaction is not consummated, this Agreement shall be null and void and no amounts shall be payable to Participant hereunder.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.  Participant also hereby acknowledges receipt of a copy of the UnionBanCal Corporation Bridge Plan.

UnionBanCal Corporation

By:

Participant Signature
«Agreement_Name»	«EmpNo»
Participant Printed Name	Employee #

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EX-10.3

Exhibit 10.3

UNIONBANCAL CORPORATION

BRIDGE AWARD AGREEMENT

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

WITNESSETH:

WHEREAS, the Company has adopted the UnionBanCal Corporation Bridge Plan (the “Plan”) authorizing the grant of awards to eligible individuals in connection with the performance of services for the Company and its Subsidiaries (as defined in the Plan), subject to the closing of the merger of the Company with a subsidiary of The Bank of Tokyo-Mitsubishi UFJ, Ltd. (“BTMU”) pursuant to an Agreement and Plan of Merger between the Company and BTMU dated August 18, 2008 (the “Transaction”).  The Plan, including the definition of terms, is incorporated in this Agreement by reference and made a part of it.  In the event of any conflict among the provisions of the Plan document and this Agreement, the Plan document shall prevail; and

WHEREAS, the Company regards Participant as a valuable contributor to the Company, and has determined that it would be to the advantage and interest of the Company and its shareholders to grant to Participant the award provided for in this Agreement;

WHEREAS, the Company and Participant have agreed that in consideration for entering in this Agreement, Participant will waive entitlement to any benefits under the Executive Agreement between Union Bank of California, N.A. and Participant, originally effective January 1, 1998 and subsequently amended (the “Executive Agreement”);

NOW, THEREFORE, in consideration of the foregoing premises, and the mutual covenants herein contained, the parties to this Agreement hereby agree as follows:

1.Bridge Award.  Participant shall be eligible for payment of a Bridge Award equal to $                subject to continued employment during the Incentive Period beginning on the Award Date and ending on               , and an award equal to $         subject to continued employment during the Incentive Period beginning on                and ending on               .

2.Payment of Bridge Awards.  If earned, the Bridge Award shall be paid to Participant within 2-1/2 months following the end of the applicable Incentive Period.  The Company shall, to the extent required by law, have the right to deduct from any payments hereunder the amount of any federal, state or local taxes required by law to be withheld.

3.Designation of Beneficiaries.  On a form provided to the Company, Participant may designate a beneficiary or beneficiaries to receive, in the event of Participant’s death, all or part of any amounts to be distributed to Participant under the Plan.

4.Employee Rights.  Participant may not assign or transfer his or her rights under the Plan except as expressly provided under the Plan.  Participation in the Plan does not create a

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contract of employment, imply or confer any other employment rights, or confer any ownership, security or other rights to Company assets.The Bridge Award is a one-time, special award which is not part of basic compensation or earnings for any purpose, including without limitation the calculation of pension, 401(k) or other retirement benefits.

5.Termination of Employment or Leave of Absence.  Termination of employment prior to the end of an Incentive Period (or before the commencement of an Incentive Period) shall result in forfeiture of all opportunity to receive a Bridge Award for that Incentive Period, except as provided below:

(a)If Participant’s employment is terminated at any time during an Incentive Period under circumstances which render Participant eligible for severance benefits from the Company (and provided Participant has executed a release agreement), Participant shall be eligible to receive payment of the Bridge Award for that Incentive Period and for the subsequent Incentive Period, if applicable.

(b)If Participant’s employment is terminated at any time during an Incentive Period by reason of death, Participant (or Participant’s beneficiary or estate in the event of death) will be eligible to receive a pro rata Bridge Award for that Incentive Period based on the time employed during that Incentive Period, rounded to the nearest complete month, but will not be eligible to receive a Bridge Award for the subsequent Incentive Period, if applicable.

(c)Payment of a Bridge Award under this Section 5(a) shall be made within 2-1/2 months following the employment termination date.

The Company shall also have discretion to reduce the amount of a Bridge Award on a pro rata basis to reflect periods of time during an Incentive Period when Participant is on a leave of absence of more than sixty (60) days.

6.Mandatory Arbitration.  Any dispute arising out of or relating to this Agreement, including its meaning or interpretation, shall be resolved solely by arbitration before an arbitrator selected in accordance with the rules of the American Arbitration Association.  The location for the arbitration shall be in San Francisco, Los Angeles or San Diego as selected by the Company in good faith. Judgment on the award rendered may be entered in any court having jurisdiction.  The party the arbitrator determines is the prevailing party shall be entitled to have the other party pay the expenses of the prevailing party, and in this regard the arbitrator shall have the power to award recovery to such prevailing party of all costs and fees (including attorney fees and a reasonable allocation for the costs of the Company’s in-house counsel), administrative fees, arbitrator’s fees and court costs, all as determined by the arbitrator.  Absent such award of the arbitrator, each party shall pay an equal share of the arbitrator’s fees.  All statutes of limitation which would otherwise be applicable shall apply to any arbitration proceeding under this paragraph.  The provisions of this paragraph are intended by Participant and the Company to be exclusive for all purposes and applicable to any and all disputes arising out of or relating to this Agreement.  The arbitrator who hears and decides any dispute shall have jurisdiction and authority only to award compensatory damages to make whole a person or entity sustaining foreseeable

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economic damages, and, shall not have jurisdiction and authority to make any other award of any type, including without limitation, punitive damages, unforeseeable economic damages, damages for pain, suffering or emotional distress, or any other kind or form of damages.  The remedy, if any, awarded by the arbitrator shall be the sole and exclusive remedy for any dispute which is subject to arbitration under this paragraph.

7.California Law.  The Plan and this Agreement shall be construed and enforced according to the laws of the State of California to the extent not preempted by the federal laws of the United States of America.

8.Section 409A.  If payment of a Bridge Award is due upon a termination of employment, and the Company determines that the award is nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code, then for purposes of determining the timing of the payment, “termination of employment” shall mean a “separation from service” as defined under Section 409A.  In addition, if Participant is a “specified employee” (as defined under Section 409A) at the of such separation from service, payment shall be delayed until six months and one day following such separation from service (or, if earlier, Participant’s death) if the Company determines that such delayed payment is required in order to avoid a prohibited distribution under Section 409A(a)(2) of the Internal Revenue Code.

9.Entire Agreement.  The Plan and this Agreement constitute the entire agreement between the Company and Participant pertaining to the subject matter hereof, and supersedes all prior or contemporaneous written or verbal agreements and understandings between the parties in connection therewith.  Participant acknowledges that this Agreement is subject to the closing of the Transaction.  If the Transaction is not consummated, this Agreement shall be null and void and no amounts shall be payable to Participant hereunder.

10.Executive Agreement.  Participant hereby waives entitlement to any benefits under the Executive Agreement, subject to the closing of the Transaction.  If the Transaction is not consummated, the foregoing waiver shall be null and void.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.  Participant also hereby acknowledges receipt of a copy of the UnionBanCal Corporation Bridge Plan.

UnionBanCal Corporation

By:

Participant Signature

«Agreement_Name»	«EmpNo»
Participant Printed Name	Employee #

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EX-10.4

Exhibit 10.4

UNION BANK OF
CALIFORNIA, N.A.

SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN

As Amended and Restated Effective
September 18, 2008

ESTABLISHMENT AND
PURPOSE

Effective January 1, 1988, Union Bank established the Union Bank Supplemental Executive Retirement Plan to provide certain executives with retirement benefits in excess of those benefits provided under the Company’s Retirement Plan.

Effective April 1, 1996, the Union Bank and The Bank of California, National Association merged. The combined corporate entity is named the Union Bank of California, National Association (the “Bank”).

Effective January 1, 1997, the Bank amended and restated the Union Bank Supplemental Executive Retirement Plan (the “Plan”) in its entirety.

Using an earnings definition based on base pay but excluding bonuses, incentive payments and other forms of compensation, the Plan supplements benefits under the Retirement Plan to the extent such benefits are reduced due to the limits of Sections 401(a)(17) and 415 of the Code. The Plan is intended to be an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees, as described in Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.

The Bank hereby further amends and restates the Plan in its entirety effective September 18, 2008.

ARTICLE 1

DEFINITIONS

Except as follows, all capitalized terms used in this Plan have the same meaning as in the Retirement Plan:

1.1“Bank” means Union Bank of California, National Association, a national banking association organized under the laws of the United States, or any successor in interest. Prior to April 1, 1996 the Bank was known as Union Bank.

1.2“Board” means the Board of Directors of the Bank.

1.3“Company” means the Bank and any other corporation, trade or business which is authorized to participate in the Plan by the Board and which constitutes a controlled group or an affiliated service group of which the Bank is a member, or are under common control with the Bank, within the meaning of Code Section 414(b), (c), (m), or (o), but only for the period during which the relationship exists.

1.3A“Domestic Partner” means Domestic Partner, as defined in the Union Bank of California Retirement Plan.

1.4“Participant” means an executive of the Company who participates in the Plan pursuant to Article 2.

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1.5“Plan” means this Union Bank of California N.A. Supplemental Executive Retirement Plan.

1.6“Plan Earnings” means, notwithstanding the Retirement Plan’s definition of Earnings, for purposes of determining a Participant’s accrued benefit under the Plan, a Participant’s regular base salary or wages received for services rendered to the Company, including base salary deferred under the Company’s Senior Management Deferred Compensation Plan, and amounts deferred pursuant to Code Section 125, 401(k), 402(e)(3), 402(h) or 403(b) which if paid, would have been Plan Earnings. Plan Earnings do not include commissions, overtime, bonuses, premium payments, incentive payments, restricted stock awards, bargain element on stock options (which, for purposes of clarification, includes payment of the bargain element upon the cancellation of stock options), special amounts or payments, indemnities, or Separation Pay Plan payments.

1.7“Retirement Plan” means the Union Bank of California Retirement Plan. References in the Plan to sections of the Retirement Plan shall be deemed to refer to any sections adopted as successors to those sections pursuant to an amendment of the Retirement Plan.

1.8“Vested Termination Benefit” means a vested benefit payable under Section 3.9 of the Retirement Plan.

ARTICLE 2

PARTICIPATION

The Participants in the Plan shall be those Company employees who are selected for Plan participation by the Bank and (1) who completed a benefit agreement with the Company on or after January 1, 1988 and before January 1, 1995, or (2) those Company employees who are Senior Vice Presidents or who have a more senior job title.

ARTICLE 3

RETIREMENT AND DISABILITY BENEFITS

A Participant shall be entitled to a benefit under this Plan only if he or she is vested in and is eligible for: (1) a vested termination benefit under Section 3.9 of the Retirement Plan, (2) a Normal Retirement Benefit under Section 3.1 of the Retirement Plan, (3) an Early Retirement Benefit under Sections 3.2 to 3.7 or 3.9A of the Retirement Plan, or (4) a Deferred Retirement Benefit under Section 3.10 of the Retirement Plan. No benefits shall be paid under this Plan with respect to a Participant who is not entitled to a benefit under the sections of the Retirement Plan referenced in the preceding sentence; in particular, no benefits shall be paid under this Plan with respect to a Participant who is only entitled to benefits under the Retirement Plan pursuant to Article V (Death Benefits), or Article VI (Disability Benefits), except as set forth in Sections 4.5 or 4.7 of this Plan.

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ARTICLE 4

BENEFIT CALCULATION AND DISTRIBUTION

4.1Normal Retirement. A Participant who is eligible for a Normal Retirement Benefit under the Retirement Plan shall receive a normal retirement benefit hereunder equal to the excess of (1) the Participant’s Normal Retirement Benefit under the Retirement Plan, calculated using Plan Earnings as defined in Section 1.6 but without regard to the limits of Code Sections 401(a)(17) and 415, over (2) the Participant’s Normal Retirement Benefit under the Retirement Plan. A normal retirement benefit hereunder shall be calculated as of the date that the Participant’s employment terminates and shall commence on the first day of the next calendar month, without regard to the date that benefits commence under the Retirement Plan. If the Participant is married or, effective May 1, 2006, has a Domestic Partner, when his or her employment terminates, then the normal retirement benefit hereunder shall be paid to the Participant in the form of a 50% joint and survivor annuity with the Participant’s spouse or Domestic Partner as the joint annuitant. If the Participant is unmarried and, effective May 1, 2006, does not have a Domestic Partner when his or her employment terminates, then the normal retirement benefit hereunder shall be paid to the Participant in the form of a single life annuity.

4.2Early Retirement. A Participant who is eligible for an Early Retirement Benefit under the Retirement Plan shall receive an early retirement benefit hereunder equal to the excess of (1) the Participant’s Early Retirement Benefit under the Retirement Plan, calculated using Plan Earnings as defined in Section 1.6 but without regard to the limits of Code Sections 401(a)(17) and 415, over (2) the Participant’s Early Retirement Benefit under the Retirement Plan. An early retirement benefit hereunder shall be calculated as of the date that the Participant’s employment terminates and shall commence on the first day of the next calendar month, even if the Participant elects a later Early Retirement Date under the Retirement Plan. If the Participant is married or, effective May 1, 2006, has a Domestic Partner, when his or her employment terminates, then the early retirement benefit hereunder shall be paid to the Participant in the form of a 50% joint and survivor annuity with the Participant’s spouse or Domestic Partner designated as the joint annuitant. If the Participant is unmarried and, effective May 1, 2006, does not have a Domestic Partner when his or her employment terminates, then the early retirement benefit hereunder shall be paid to the Participant in the form of a single life annuity.

4.3Deferred Retirement. A Participant who is eligible for a Deferred Retirement Benefit under the Retirement Plan shall receive a deferred retirement benefit hereunder equal to the excess of (1) the Participant’s Deferred Retirement Benefit under the Retirement Plan, calculated using Plan Earnings as defined in Section 1.6 but without regard to the limits of Code Sections 401(a)(17) and 415, over (2) the Participant’s Deferred Retirement Benefit under the Retirement Plan. A deferred retirement benefit hereunder shall be calculated as of the date that the Participant’s employment terminates and shall commence on the first day of the next calendar month, without regard to the date that benefits commence under the Retirement Plan. If the Participant is married or, effective May 1, 2006, has a Domestic Partner, when his or her employment terminates, then the deferred retirement benefit hereunder shall be paid to the Participant in the form of a 50% joint and survivor annuity with the Participant’s spouse or Domestic Partner as the joint annuitant. If the Participant is unmarried and, effective May 1, 2006, does not have a Domestic Partner, when his or her employment terminates, then the

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deferred retirement benefit hereunder shall be paid to the Participant in the form of a single life annuity.

4.4           Vested Termination Benefit. A Participant who is entitled to benefits only under Section 3.9 of the Retirement Plan (Vested Terminated Participants) shall receive a vested termination benefit hereunder equal to the excess of (1) the Participant’s Vested Termination Benefit under the Retirement Plan, calculated using Plan Earnings as defined in Section 1.6 but without regard to the limits of Code Sections 401(a)(17) and 415, over (2) the Participant’s Vested Termination Benefit under the Retirement Plan. A vested termination benefit hereunder shall be calculated as of the date that the Participant’s employment terminates and shall commence on the first date of the calendar month following the date the Participant’s employment terminates or, if later, the first date of the calendar month following the date the Participant attains age 55, without regard to the date that benefits commence under the Retirement Plan. The vested termination benefit will be reduced for early payment based upon the same reduction factors that would apply under the Retirement Plan for a Vested Termination Benefit using the Participant’s age and service at the date of termination of employment. If the Participant is married or, effective May 1, 2006, has a Domestic Partner, when his or her benefit commences, then the vested termination benefit hereunder shall be paid to the Participant in the form of a 50% joint and survivor annuity with the Participant’s spouse or Domestic Partner as the joint annuitant. If the Participant is unmarried and, effective May 1, 2006, does not have a Domestic Partner when his or her benefit commences, then the vested termination benefit hereunder shall be paid to the Participant in the form of a single life annuity.

4.5Disability Benefits. A Participant who becomes Disabled (as defined below) shall be entitled to a benefit under this Plan only under the following circumstances:

(a)If on or before becoming Disabled, the Participant had become vested in and eligible for: (1)  a Normal Retirement Benefit under Section 3.1 of the Retirement Plan, (2) an Early Retirement Benefit under Sections 3.2 to 3.7 or 3.9A of the Retirement Plan, or (3) a Deferred Retirement Benefit under Section 3.10 of the Retirement Plan, the Participant shall receive a disability retirement benefit hereunder calculated in the same manner as if the Disability were a termination of employment.

(b)If on or before becoming Disabled, the Participant had become vested in and eligible for benefits under the Retirement Plan only pursuant to Section 3.9 (Vested Terminated Participants), the Participant shall receive a disability retirement benefit hereunder, calculated as of the date that the Participant becomes Disabled, equal to the excess of (1) the Participant’s Vested Termination Benefit under the Retirement Plan, calculated using Plan Earnings as defined in Section 1.6 but without regard to the limits of Code Sections 401(a)(17) and 415, over (2) the Participant’s Vested Termination Benefit under the Retirement Plan; provided, however, that no disability retirement benefit shall be payable pursuant to this Section 4.5(b) unless the Participant continues to be Disabled through the date that the benefit is scheduled to commence pursuant to Section 4.5(c). If the Participant recovers from the Disability prior to the date the disability retirement benefit is scheduled to commence, no disability retirement benefit is payable under this Section 4.5(b). The disability retirement benefit will be reduced for early payment based upon the same reduction factors that would apply under the Retirement Plan for a

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Vested Termination Benefit using the Participant’s age at commencement of payment and service at the date of Disability.

(c)A disability retirement benefit hereunder shall commence on the first date of the calendar month following the date the Participant becomes Disabled or, if later, the first date of the calendar month following the date the Participant attains age 55, without regard to the date that benefits commence under the Retirement Plan. A Participant will not continue to accrue benefits under this Plan while Disabled notwithstanding any continued accrual of benefits under the Retirement Plan. If the Participant is married or, effective May 1, 2006, has a Domestic Partner, when his or her benefit commences, then the disability retirement benefit hereunder shall be paid to the Participant in the form of a 50% joint and survivor annuity with the Participant’s spouse or Domestic Partner as the joint annuitant. If the Participant is unmarried and, effective May 1, 2006, does not have a Domestic Partner when his or her benefit commences, then the disability retirement benefit hereunder shall be paid to the Participant in the form of a single life annuity.

(d)For purposes of this Plan, a Participant will be considered Disabled if determined to be disabled under the Company’s long-term disability plan, provided that the Participant is determined to be unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

4.6Small Benefits. If the Actuarial Equivalent lump sum value of any benefit payable hereunder is $10,000 or less ($5,000 or less for benefits payable before October 23, 2007), payment of the benefit shall be made in a single lump sum in cash on the date the benefit would otherwise commence, provided that, to the extent required under Section 409A of the Code, the payment results in the termination and liquidation of the entirety of the Participant’s interest under the Plan and all other deferred compensation arrangements which, together with the Plan, are treated as a single plan under Section 409A of the Code.

4.7Preretirement Death Benefit For Surviving Spouse Or Domestic Partner. Effective May 1, 2006, upon the death of a Participant who, on the date of such death, (1) is an employee of the Company, (2) has not received any benefits under this Plan, and (3) is eligible to retire from the Company and receive a Vested Termination Benefit, a Normal Retirement Benefit, an Early Retirement Benefit, or a Deferred Retirement Benefit from the Retirement Plan, his or her surviving spouse or surviving Domestic Partner, if any, shall be entitled to the monthly benefit that would have been payable to such spouse or Domestic Partner under this Article 4, if the Participant had:

(a)terminated employment on the date of death,

(b)commenced receiving a 50% joint and survivor annuity with the Participant’s spouse or Domestic Partner designated as the joint annuitant on the date of death or, if later, the date the Participant would have attained age 55, and

(c)died on the following day.

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If the Participant was eligible only for a Vested Termination Benefit under the Retirement Plan, the benefit payable to the surviving spouse or surviving Domestic Partner shall commence on the first date of the calendar month following the date of the Participant’s death or, if later, the first date of the calendar month following the date the Participant would have attained age 55.

4.8Election of Actuarially Equivalent Life Annuities. Effective upon the date of adoption of this amendment and restatement, in accordance with such procedures as the Committee may promulgate from time to time, a Participant may elect to change the form of payment of his or her benefit to a single life annuity, or to a 50%, 66-2/3%, 75% or 100% joint and survivor annuity with the Participant’s spouse or Domestic Partner as the joint annuitant, before any annuity payment has been made, provided that the annuities are actuarially equivalent applying reasonable actuarial assumptions, and that the change complies with the requirements of Section 409A of the Code.

4.9Distributions to a Specified Employee. Notwithstanding any other provision of the Plan, payments otherwise required to be made or commence upon the termination of employment of a Participant who is a “specified employee” (within the meaning of Section 409A of the Code and applicable regulations thereunder, as determined by the Committee) at the time of such termination shall be delayed and paid, without interest, upon the earlier of (i) the first business day which is at least six months and one day following the date of such termination of employment, or (ii) the death of the Participant, to the extent that the Committee determines that such delayed payment is required in order to avoid a violation of Section 409A of the Code.

4.10Delayed Payments. To the extent permitted under Section 409A of the Code, the Committee may, in its discretion, delay the payment of any benefit hereunder beyond the date otherwise provided under the Plan in the following circumstances:

(a)Violation of Applicable Laws. Payment of a benefit may be delayed in the event the Committee reasonably anticipates that the payment will violate federal securities laws or other applicable law. Payment of the amounts delayed under this Section 4.9(a) will be made at the earliest date at which the Committee reasonably anticipates that making the payment will not cause a violation of federal securities laws or other applicable law.

(b)Other. Payment may be delayed under such other circumstances permitted under applicable guidance under Section 409A of the Code.

4.11Accelerated Payments. The acceleration of the time or schedule of any payment prior to the date or dates otherwise provided under the Plan is prohibited except as permitted under Section 409A of the Code. To the extent permitted under Section 409A of the Code, the Committee may, in its discretion, accelerate payment under the following circumstances:

(a)Divestiture. A Participant’s benefit may be accelerated to the extent necessary to for any Federal officer or employee in the executive branch to comply with any ethics agreement with the Federal government, or to the extent reasonably necessary to avoid the violation of an applicable Federal, state, local or foreign ethics law or conflicts of interest law.

(b)Income Inclusion Under Code Section 409A. If the Plan fails to meet the requirements of Section 409A of the Code and applicable regulations thereunder, a payment may

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be made to the Participant in the amount required to be included in income as a result of the failure to comply with such requirements.

(c)Other. Payment may be accelerated under such other circumstances permitted under applicable guidance under Section 409A of the Code.

4.12Separation From Service. Notwithstanding any provision of the Plan to the contrary, references to “termination of employment” shall mean a “separation from service” which qualifies as a permitted payment event for purposes of Section 409A of the Code.

ARTICLE 5

AMENDMENT AND TERMINATION

The Board reserves the right at any time to modify or amend by a duly adopted resolution of the Board or a duly delegated committee of the Board any or all of the provisions of the Plan (including a retroactive amendment required to comply with Code Section 409A). Notwithstanding the preceding sentence, no such modification or amendment will reduce the benefits earned by a Participant prior to the date of the amendment or modification, except that such benefits may be reduced because of an increase in benefits payable under the Retirement Plan. No distributions will be made prior to the date or dates otherwise provided under the Plan, unless earlier distribution is permitted under Code Section 409A.

ARTICLE 6

MISCELLANEOUS PROVISIONS

6.1Plan Administration. The Bank shall be the plan administrator and the named fiduciary within the meaning of ERISA. In administering the Plan, the Bank shall act through the Employee Deferred Compensation and Benefit Plans Administrative Committee, which shall be delegated the full power, discretion and authority to interpret, construe and administer the Plan and any part thereof. The Committee’s interpretation and construction of the Plan, and actions thereunder, shall be binding and conclusive on all persons for all purposes. All actuarial determinations shall be made by the actuary for the Retirement Plan, and the Committee shall be entitled to rely on the good faith determinations of such actuary. The Committee shall make appropriate arrangements for satisfaction of any federal or state payroll withholding tax required upon the accrual or payment of any Plan benefits.

6.2Claims Procedures. Claims for benefits under this Plan shall be brought in accordance with the claims procedures set forth in Article X of the Retirement Plan, which is hereby incorporated herein by reference.

6.3No Employment Contract. Nothing in this Plan shall be construed to limit in any way the rights of a Company to terminate an employee’s employment at any time for any reason whatsoever; nor shall it be evidence of any agreement or understanding, express or implied, that

8

a Company will employ an employee in any particular position or permit an employee to participate in any compensation or benefit programs.

6.4Non-Alienation of Benefits. No benefit payable under this Plan may be assigned, pledged, mortgaged, or hypothecated, or shall be subject to legal process or attachment for the payment of claims of any creditor of a Participant or the surviving spouse of a Participant.

6.5No Funding Obligation. This Plan shall not be construed to require the Bank to fund any of the benefits payable under this Plan nor to require the establishment of a trust. The Bank, in its sole discretion, may make such arrangements as it desires to provide for the payment of any benefits hereunder, and no person shall have any claim against a particular fund or asset owned by the Bank or in which it has an interest to secure the payment of a Company’s obligations hereunder.

6.6Entire Agreement. This Plan document contains the entire obligation of the Bank to provide benefits described herein. The Plan document may not be modified by any oral statement or agreement and may be modified only by a written amendment executed by a duly authorized officer of the Bank.

6.7Governing Law. This Plan and all rights hereunder shall be governed by and construed in accordance with ERISA applicable to Top Hat plans, and laws of the State of California to the extent not preempted.

6.8Section 409A. This Plan is intended to comply, in form and operation, with Section 409A of the Code, and its provisions shall be interpreted consistent therewith. Notwithstanding any provision of the Plan to the contrary, no distributions will be made under the Plan earlier or later than permitted under the requirements of Code Section 409A.

Dated: September 18, 2008
UNION BANK OF CALIFORNIA, N.A.
By:	/s/ Paul E. Fearer
As Its: Director of Human Resources

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EX-10.5

Exhibit 10.5

UNION BANK OF
CALIFORNIA, N.A.

SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN FOR
POLICY MAKING OFFICERS

As Amended and Restated Effective
September 18, 2008

ESTABLISHMENT AND
PURPOSE

Effective January 1, 1999, Union Bank of California, National Association established the Union Bank Supplemental Executive Retirement Plan for Policy Making Officers to provide certain executives with retirement benefits in excess of those benefits provided under the Company’s Retirement Plan.

Using an earnings definition based on base pay, and bonuses and incentive payments and based on service completed on or after January 1, 1997, but excluding other forms of compensation, the Plan supplements benefits under the Retirement Plan to the extent such benefits are reduced due to the limits of Sections 401(a)(17) and 415 of the Code. The Plan is intended to be an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees, as described in Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.

The Bank hereby amends and restates the Plan in its entirety effective September 18, 2008.

ARTICLE 1

DEFINITIONS

Except as follows, all capitalized terms used in this Plan have the same meaning as in the Retirement Plan:

1.1“Bank” means Union Bank of California, National Association, a national banking association organized under the laws of the United States, or any successor in interest. Prior to April 1, 1996 the Bank was known as Union Bank.

1.2“Board” means the Board of Directors of the Bank.

1.3“Company” means the Bank and any other corporation, trade or business which is authorized to participate in the Plan by the Board and which constitutes a controlled group or an affiliated service group of which the Bank is a member, or are under common control with the Bank, within the meaning of Code Section 414(b), (c), (m), or (o), but only for the period during which the relationship exists.

1.3A“Domestic Partner” means Domestic Partner, as defined in the Union Bank of California Retirement Plan.

1.4“Involuntary Termination” means a termination of employment under circumstances which render the Participant eligible for severance benefits from the Company (provided the Participant has executed a release agreement).

1.5“Participant” means an executive of the Company who participates in the Plan pursuant to Article 2.

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1.6“Plan” means this Union Bank of California N.A. Supplemental Executive Retirement Plan for Policy Making Officers.

1.7“Plan Earnings” means, notwithstanding the Retirement Plan’s definition of Earnings, for purposes of determining a Participant’s accrued benefit under the Plan, a Participant’s regular base salary or wages received for services rendered to the Company, including bonuses and incentive payments based on services completed on or after January 1, 1997, base salary deferred under the Company’s Senior Management Deferred Compensation Plan, Separation Pay Plan payments, and amounts deferred pursuant to Code Section 125, 401(k), 402(e)(3), 402(h) or 403(b) which if paid, would have been Plan Earnings. Plan Earnings do not include commissions, overtime, premium payments, restricted stock awards, bargain element on stock options (which, for purposes of clarification, includes payment of the bargain element upon the cancellation of stock options), special amounts or payments, or indemnities.

1.8“Retirement Plan” means the Union Bank of California Retirement Plan. References in the Plan to sections of the Retirement Plan shall be deemed to refer to any sections adopted as successors to those sections pursuant to an amendment of the Retirement Plan.

1.9“Vested Termination Benefit” means a vested benefit payable under Section 3.9 of the Retirement Plan.

ARTICLE 2

PARTICIPATION

The Participants in the Plan shall be those Company employees who are policy making officers and who are selected for Plan participation by the Bank. The Bank’s chief executive officer shall recommend Company employees for consideration to the Executive Compensation and Benefits Committee of the Board (the “Committee”), and the Committee shall approve the employees who will be allowed to participate in the Plan.

ARTICLE 3

RETIREMENT AND DISABILITY BENEFITS

A Participant shall be entitled to a benefit under this Plan only if he or she is vested in and is eligible for: (1) a vested termination benefit under Section 3.9 of the Retirement Plan, (2) a Normal Retirement Benefit under Section 3.1 of the Retirement Plan, (3) an Early Retirement Benefit under Sections 3.2 to 3.7 or 3.9A of the Retirement Plan, or (4) a Deferred Retirement Benefit under Section 3.10 of the Retirement Plan. No benefits shall be paid under this Plan with respect to a Participant who is not entitled to a benefit under the sections of the Retirement Plan referenced in the preceding sentence; in particular, no benefits shall be paid under this Plan with respect to a Participant who is only entitled to benefits under the Retirement Plan pursuant to

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Article V (Death Benefits), or Article VI (Disability Benefits), except as set forth in Sections 4.5 or 4.7 of this Plan.

ARTICLE 4

BENEFIT CALCULATION AND DISTRIBUTION

4.1Normal Retirement. A Participant who is eligible for a Normal Retirement Benefit under the Retirement Plan shall receive a normal retirement benefit hereunder equal to the excess of (1) the Participant’s Normal Retirement Benefit under the Retirement Plan, calculated using Plan Earnings as defined in Section 1.7 but without regard to the limits of Code Sections 401(a)(17) and 415, over (2) the Participant’s Normal Retirement Benefit under the Retirement Plan. A normal retirement benefit hereunder shall be calculated as of the date that the Participant’s employment terminates and shall commence on the first day of the next calendar month, without regard to the date that benefits commence under the Retirement Plan. If the Participant is married or, effective May 1, 2006, has a Domestic Partner, when his or her employment terminates, then the normal retirement benefit hereunder shall be paid to the Participant in the form of a 50% joint and survivor annuity with the Participant’s spouse or Domestic Partner as the joint annuitant. If the Participant is unmarried and, effective May 1, 2006, does not have a Domestic Partner when his or her employment terminates, then the normal retirement benefit hereunder shall be paid to the Participant in the form of a single life annuity.

4.2Early Retirement. A Participant who is eligible for an Early Retirement Benefit under the Retirement Plan shall receive an early retirement benefit hereunder equal to the excess of (1) the Participant’s Early Retirement Benefit under the Retirement Plan, calculated using Plan Earnings as defined in Section 1.7 but without regard to the limits of Code Sections 401(a)(17) and 415, over (2) the Participant’s Early Retirement Benefit under the Retirement Plan. An early retirement benefit hereunder shall be calculated as of the date that the Participant’s employment terminates and shall commence on the first day of the next calendar month, even if the Participant elects a later Early Retirement Date under the Retirement Plan. If the Participant is married or, effective May 1, 2006, has a Domestic Partner, when his or her employment terminates, then the early retirement benefit hereunder shall be paid to the Participant in the form of a 50% joint and survivor annuity with the Participant’s spouse or Domestic Partner designated as the joint annuitant. If the Participant is unmarried and, effective May 1, 2006, does not have a Domestic Partner when his or her employment terminates, then the early retirement benefit hereunder shall be paid to the Participant in the form of a single life annuity.

4.3Deferred Retirement. A Participant who is eligible for a Deferred Retirement Benefit under the Retirement Plan shall receive a deferred retirement benefit hereunder equal to the excess of (1) the Participant’s Deferred Retirement Benefit under the Retirement Plan, calculated using Plan Earnings as defined in Section 1.7 but without regard to the limits of Code Sections 401(a)(17) and 415, over (2) the Participant’s Deferred Retirement Benefit under the Retirement Plan. A deferred retirement benefit hereunder shall be calculated as of the date that the Participant’s employment terminates and shall commence on the first day of the next calendar month, without regard to the date that benefits commence under the Retirement Plan. If the Participant is married or, effective May 1, 2006, has a Domestic Partner, when his or her employment terminates, then the deferred retirement benefit hereunder shall be paid to the

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Participant in the form of a 50% joint and survivor annuity with the Participant’s spouse or Domestic Partner as the joint annuitant. If the Participant is unmarried and, effective May 1, 2006, does not have a Domestic Partner, when his or her employment terminates, then the deferred retirement benefit hereunder shall be paid to the Participant in the form of a single life annuity.

4.4Vested Termination Benefit. A Participant who is entitled to benefits only under Section 3.9 of the Retirement Plan (Vested Terminated Participants) shall receive a vested termination benefit hereunder equal to the excess of (1) the Participant’s Vested Termination Benefit under the Retirement Plan, calculated using Plan Earnings as defined in Section 1.7 but without regard to the limits of Code Sections 401(a)(17) and 415, over (2) the Participant’s Vested Termination Benefit under the Retirement Plan. A vested termination benefit hereunder shall be calculated as of the date that the Participant’s employment terminates and shall commence on the first date of the calendar month following the date the Participant’s employment terminates or, if later, the first date of the calendar month following the date the Participant attains age 55, without regard to the date that benefits commence under the Retirement Plan. The vested termination benefit will be reduced for early payment based upon the same reduction factors that would apply under the Retirement Plan for a Vested Termination Benefit using the Participant’s age and service at the date of termination of employment; provided, however, that if the Participant’s employment terminated due to an Involuntary Termination, the vested termination benefit will be reduced for early payment based upon the reduction factors that would apply under Section 3.4 of the Retirement Plan if the Participant is eligible, and if not, then under Section 3.5 of the Retirement Plan. If the Participant is married or, effective May 1, 2006, has a Domestic Partner, when his or her benefit commences, then the vested termination benefit hereunder shall be paid to the Participant in the form of a 50% joint and survivor annuity with the Participant’s spouse or Domestic Partner as the joint annuitant. If the Participant is unmarried and, effective May 1, 2006, does not have a Domestic Partner when his or her benefit commences, then the vested termination benefit hereunder shall be paid to the Participant in the form of a single life annuity.

4.5Disability Benefits. A Participant who becomes Disabled (as defined below) shall be entitled to a benefit under this Plan only under the following circumstances:

(a)If on or before becoming Disabled, the Participant had become vested in and eligible for: (1)  a Normal Retirement Benefit under Section 3.1 of the Retirement Plan, (2) an Early Retirement Benefit under Sections 3.2 to 3.7 or 3.9A of the Retirement Plan, or (3) a Deferred Retirement Benefit under Section 3.10 of the Retirement Plan, the Participant shall receive a disability retirement benefit hereunder calculated in the same manner as if the Disability were a termination of employment.

(b)If on or before becoming Disabled, the Participant had become vested in and eligible for benefits under the Retirement Plan only pursuant to Section 3.9 (Vested Terminated Participants), the Participant shall receive a disability retirement benefit hereunder, calculated as of the date that the Participant becomes Disabled, equal to the excess of (1) the Participant’s Vested Termination Benefit under the Retirement Plan, calculated using Plan Earnings as defined in Section 1.7 but without regard to the limits of Code Sections 401(a)(17) and 415, over (2) the Participant’s Vested Termination Benefit under the Retirement Plan; provided, however,

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that no disability retirement benefit shall be payable pursuant to this Section 4.5(b) unless the Participant continues to be Disabled through the date that the benefit is scheduled to commence pursuant to Section 4.5(c). If the Participant recovers from the Disability prior to the date the disability retirement benefit is scheduled to commence, no disability retirement benefit is payable under this Section 4.5(b). The disability retirement benefit will be reduced for early payment based upon the same reduction factors that would apply under the Retirement Plan for a Vested Termination Benefit using the Participant’s age at commencement of payment and service at the date of Disability.

(c)A disability retirement benefit hereunder shall commence on the first date of the calendar month following the date the Participant becomes Disabled or, if later, the first date of the calendar month following the date the Participant attains age 55, without regard to the date that benefits commence under the Retirement Plan. A Participant will not continue to accrue benefits under this Plan while Disabled notwithstanding any continued accrual of benefits under the Retirement Plan. If the Participant is married or, effective May 1, 2006, has a Domestic Partner, when his or her benefit commences, then the disability retirement benefit hereunder shall be paid to the Participant in the form of a 50% joint and survivor annuity with the Participant’s spouse or Domestic Partner as the joint annuitant. If the Participant is unmarried and, effective May 1, 2006, does not have a Domestic Partner when his or her benefit commences, then the disability retirement benefit hereunder shall be paid to the Participant in the form of a single life annuity.

(d)For purposes of this Plan, a Participant will be considered Disabled if determined to be disabled under the Company’s long-term disability plan, provided that the Participant is determined to be unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

4.6Small Benefits. If the Actuarial Equivalent lump sum value of any benefit payable hereunder is $10,000 or less ($5,000 or less for benefits payable before October 23, 2007), payment of the benefit shall be made in a single lump sum in cash on the date the benefit would otherwise commence, provided that, to the extent required under Section 409A of the Code, the payment results in the termination and liquidation of the entirety of the Participant’s interest under the Plan and all other deferred compensation arrangements which, together with the Plan, are treated as a single plan under Section 409A of the Code.

4.7Preretirement Death Benefit For Surviving Spouse Or Domestic Partner. Effective May 1, 2006, upon the death of a Participant who, on the date of such death, (1) is an employee of the Company, (2) has not received any benefits under this Plan, and (3) is eligible to retire from the Company and receive a Vested Termination Benefit, a Normal Retirement Benefit, an Early Retirement Benefit, or a Deferred Retirement Benefit from the Retirement Plan, his or her surviving spouse or surviving Domestic Partner, if any, shall be entitled to the monthly benefit that would have been payable to such spouse or Domestic Partner under this Article 4, if the Participant had:

(a)terminated employment on the date of death,

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(b)commenced receiving a 50% joint and survivor annuity with the Participant’s spouse or Domestic Partner designated as the joint annuitant on the date of death or, if later, the date the Participant would have attained age 55, and

(c)died on the following day.

If the Participant was eligible only for a Vested Termination Benefit under the Retirement Plan, the benefit payable to the surviving spouse or surviving Domestic Partner shall commence on the first date of the calendar month following the date of the Participant’s death or, if later, the first date of the calendar month following the date the Participant would have attained age 55.

4.8Election of Actuarially Equivalent Life Annuities. Effective upon the date of adoption of this amendment and restatement, in accordance with such procedures as the Committee may promulgate from time to time, a Participant may elect to change the form of payment of his or her benefit to a single life annuity, or to a 50%, 66-2/3%, 75% or 100% joint and survivor annuity with the Participant’s spouse or Domestic Partner as the joint annuitant, before any annuity payment has been made, provided that the annuities are actuarially equivalent applying reasonable actuarial assumptions, and that the change complies with the requirements of Section 409A of the Code.

4.9Distributions to a Specified Employee. Notwithstanding any other provision of the Plan, payments otherwise required to be made or commence upon the termination of employment of a Participant who is a “specified employee” (within the meaning of Section 409A of the Code and applicable regulations thereunder, as determined by the Committee) at the time of such termination shall be delayed and paid, without interest, upon the earlier of (i) the first business day which is at least six months and one day following the date of such termination of employment, or (ii) the death of the Participant, to the extent that the Committee determines that such delayed payment is required in order to avoid a violation of Section 409A of the Code.

4.10Delayed Payments. To the extent permitted under Section 409A of the Code, the Committee may, in its discretion, delay the payment of any benefit hereunder beyond the date otherwise provided under the Plan in the following circumstances:

(a)Violation of Applicable Laws. Payment of a benefit may be delayed in the event the Committee reasonably anticipates that the payment will violate federal securities laws or other applicable law. Payment of the amounts delayed under this Section 4.9(a) will be made at the earliest date at which the Committee reasonably anticipates that making the payment will not cause a violation of federal securities laws or other applicable law.

(b)Other. Payment may be delayed under such other circumstances permitted under applicable guidance under Section 409A of the Code.

4.11Accelerated Payments. The acceleration of the time or schedule of any payment prior to the date or dates otherwise provided under the Plan is prohibited except as permitted under Section 409A of the Code. To the extent permitted under Section 409A of the Code, the Committee may, in its discretion, accelerate payment under the following circumstances:

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(a)Divestiture. A Participant’s benefit may be accelerated to the extent necessary to for any Federal officer or employee in the executive branch to comply with any ethics agreement with the Federal government, or to the extent reasonably necessary to avoid the violation of an applicable Federal, state, local or foreign ethics law or conflicts of interest law.

(b)Income Inclusion Under Code Section 409A. If the Plan fails to meet the requirements of Section 409A of the Code and applicable regulations thereunder, a payment may be made to the Participant in the amount required to be included in income as a result of the failure to comply with such requirements.

(c)Other. Payment may be accelerated under such other circumstances permitted under applicable guidance under Section 409A of the Code.

4.12Separation From Service. Notwithstanding any provision of the Plan to the contrary, references to “termination of employment” shall mean a “separation from service” which qualifies as a permitted payment event for purposes of Section 409A of the Code.

ARTICLE 5

AMENDMENT AND TERMINATION

The Board reserves the right at any time to modify or amend by a duly adopted resolution of the Board or a duly delegated committee of the Board any or all of the provisions of the Plan (including a retroactive amendment required to comply with Code Section 409A). Notwithstanding the preceding sentence, no such modification or amendment will reduce the benefits earned by a Participant prior to the date of the amendment or modification, except that such benefits may be reduced because of an increase in benefits payable under the Retirement Plan. No distributions will be made prior to the date or dates otherwise provided under the Plan, unless earlier distribution is permitted under Code Section 409A.

ARTICLE 6

MISCELLANEOUS PROVISIONS

6.1Plan Administration. The Bank shall be the plan administrator and the named fiduciary within the meaning of ERISA. In administering the Plan, the Bank shall act through the Employee Deferred Compensation and Benefit Plans Administrative Committee, which shall be delegated the full power, discretion and authority to interpret, construe and administer the Plan and any part thereof. The Committee’s interpretation and construction of the Plan, and actions thereunder, shall be binding and conclusive on all persons for all purposes. All actuarial determinations shall be made by the actuary for the Retirement Plan, and the Committee shall be entitled to rely on the good faith determinations of such actuary. The Committee shall make appropriate arrangements for satisfaction of any federal or state payroll withholding tax required upon the accrual or payment of any Plan benefits.

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6.2Claims Procedures. Claims for benefits under this Plan shall be brought in accordance with the claims procedures set forth in Article X of the Retirement Plan, which is hereby incorporated herein by reference.

6.3No Employment Contract. Nothing in this Plan shall be construed to limit in any way the rights of a Company to terminate an employee’s employment at any time for any reason whatsoever; nor shall it be evidence of any agreement or understanding, express or implied, that a Company will employ an employee in any particular position or permit an employee to participate in any compensation or benefit programs.

6.4Non-Alienation of Benefits. No benefit payable under this Plan may be assigned, pledged, mortgaged, or hypothecated, or shall be subject to legal process or attachment for the payment of claims of any creditor of a Participant or the surviving spouse of a Participant.

6.5No Funding Obligation. This Plan shall not be construed to require the Bank to fund any of the benefits payable under this Plan nor to require the establishment of a trust. The Bank, in its sole discretion, may make such arrangements as it desires to provide for the payment of any benefits hereunder, and no person shall have any claim against a particular fund or asset owned by the Bank or in which it has an interest to secure the payment of a Company’s obligations hereunder.

6.6Entire Agreement. This Plan document contains the entire obligation of the Bank to provide benefits described herein. The Plan document may not be modified by any oral statement or agreement and may be modified only by a written amendment executed by a duly authorized officer of the Bank.

6.7Governing Law. This Plan and all rights hereunder shall be governed by and construed in accordance with ERISA applicable to Top Hat plans, and laws of the State of California to the extent not preempted.

6.8Section 409A. This Plan is intended to comply, in form and operation, with Section 409A of the Code, and its provisions shall be interpreted consistent therewith. Notwithstanding any provision of the Plan to the contrary, no distributions will be made under the Plan earlier or later than permitted under the requirements of Code Section 409A.

Dated: September 18, 2008
UNION BANK OF CALIFORNIA, N.A.
By:	/s/ Paul E. Fearer
As Its: Director of Human Resources

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