UNIONBANCAL CORPORATION MANAGEMENT STOCK PLAN TERMS AND CONDITIONS APPLICABLE TO NON-EMPLOYEE DIRECTOR STOCK UNIT AWARDS

Exhibit 10.6

UNIONBANCAL CORPORATION MANAGEMENT STOCK PLAN

TERMS AND CONDITIONS APPLICABLE TO

NON-EMPLOYEE DIRECTOR STOCK UNIT AWARDS

The Executive Compensation and Benefits Committee (the "Committee") of the

Board of Directors (the "Board") of UnionBanCal Corporation (the "Company"),

pursuant to its authority under the Year 2000 UnionBanCal Corporation Management

Stock Plan (the "Plan"), has approved the following Terms and Conditions

Applicable to Non-Employee Director Stock Unit Awards (these "Terms and

Conditions"), which shall apply to the award of Stock Units to Non-Employee

Directors in lieu of certain fees pursuant to deferral elections under the Plan.

Capitalized terms used but not otherwise defined herein shall have the meanings

attributed thereto in the Plan, the provisions of which are incorporated herein

by reference.

1. ELIGIBILITY. All Non-Employee Directors are eligible to elect

irrevocably to defer all or a portion of their Retainer Fees or Meeting Fees (as

defined below), or both, and instead receive Stock Units pursuant to these Terms

and Conditions and the Plan. An eligible Director who executes a Non-Employee

Director Stock Unit Award Agreement or who has previously deferred fees under

the Plan and who continues to have an account balance greater than zero will be

considered a "Participant" for purposes of these Terms and Conditions and the

Plan.

2. DEFERRAL ELECTION.

(a) ELECTIONS. A Non-Employee Director may irrevocably elect to defer

a portion of his or her annual retainer for services to be rendered on the Board

of Directors of the Company and its Subsidiaries, including additional fees paid

to committee chairpersons (together, "Retainer Fees"), during the following

calendar year in Stock Units by making an election on or before the December 31

preceding such calendar year, in accordance with procedures established by the

Committee. A Non-Employee Director may also irrevocably elect to defer a portion

of his or her fees for attendance at meetings of the Board of Directors of the

Company and its Subsidiaries, and committees thereof (together, "Meeting Fees")

during the following calendar year in Stock Units by making an election on or

before the December 31 preceding such calendar year, in accordance with

procedures established by the Committee. The Committee may permit any

Non-Employee Director who first becomes eligible to participate in the Plan on

or after the first day of any calendar year to make a Stock Unit deferral

election within thirty (30) days following his or her eligibility. The Committee

may also permit any Non-Employee Director who first becomes eligible to defer

Retainer and/or Meeting Fees in Stock Units upon the initial adoption of these

Terms and Conditions by the Committee, to make a Stock Unit deferral election on

or before September 30, 2003, with respect to Retainer and/or Meeting Fees to be

earned after that date. Under no circumstances may a Non-Employee Director elect

to defer fees that have already been earned.

(b) NON-EMPLOYEE DIRECTOR STOCK UNIT AWARD AGREEMENT. All elections

shall be in writing in the form of the Non-Employee Director Stock Unit Award

Agreement attached

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hereto or such other form as provided by the Committee (the "Stock Unit

Agreement"). To be effective, the Stock Unit Agreement must be received by the

Company's Human Resources Department on or before the deadline specified in

Section 2(a) above, and must be signed and dated by the Participant and the

Company's Director of Human Resources or his or her designee. The Stock Unit

Agreement shall specify the percentage of Retainer Fees and/or Meeting Fees

subject to deferral in 5% increments up to a maximum of 100%, and shall specify

the time and method of distribution of deferred amounts pursuant to Section 7

below. The Stock Unit Agreement shall incorporate these Terms and Conditions by

reference.

3. STOCK UNITS; STOCK UNIT ACCOUNTS.

(a) CREDITING TO STOCK UNIT ACCOUNTS. If a Participant elects to defer

a portion of his or her Retainer or Meeting Fees, the Company shall, as of the

last day of the month in which such fees otherwise would have been paid, credit

to an account in the name of the Participant (the "Stock Unit Account") a number

of Stock Units determined by dividing the applicable deferred portion of the

Participant's fees by the Fair Market Value of a share of Common Stock on such

date. If the Participant has entered into more than one Stock Unit Agreement and

they specify different times or methods of distribution pursuant to Section

7(b), the Company shall establish, within such Participant's Stock Unit Account,

such subaccounts as are necessary or convenient (the "Distribution Subaccounts")

to account separately for deferrals, including dividend equivalents credited

pursuant to Section 6 below, which are subject to different distribution

elections.

(b) STATEMENTS. The Company shall submit to each Participant, within

one hundred twenty (120) days after the close of each calendar year, a statement

in such form as the Committee or its delegate deems desirable setting forth the

balance of each Participant's Stock Unit Account.

4. VESTING OF STOCK UNITS. Stock Units credited to a Participant's Stock

Unit Account with respect to deferred Retainer Fees and/or Meeting Fees shall be

fully vested at all times. Units representing dividend equivalents credited

pursuant to Section 6 below shall also be fully vested at all times.

5. LIMITATIONS ON RIGHTS ASSOCIATED WITH STOCK UNITS. A Participant's Stock

Unit Account shall be a memorandum account on the books of the Company. The

Stock Units credited to a Participant's Stock Unit Account shall be used solely

as a device for the determination of the number of shares of Common Stock to be

distributed eventually to the Participant under the Plan pursuant to Section 7.

The Stock Units shall not be treated as property or as a trust fund of any kind.

No Participant shall be entitled to any voting or other stockholder rights with

respect to Stock Units granted or credited under the Plan. The number of Stock

Units credited (and the Common Stock to which the Participant is entitled upon

distribution under the Plan) shall be subject to adjustment in accordance with

Section 8 hereof and Section 3(b) of the Plan. The Stock Unit Agreement and

these Terms and Conditions shall create only a contractual obligation on the

part of the Company as to such amounts and shall not be construed as creating a

trust. The Plan, in and of itself, has no assets. A Participant shall have only

the rights of a general unsecured creditor of the Company with respect to

amounts credited and rights no

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greater than the right to receive the Common Stock (or equivalent value) as a

general unsecured creditor.

6. DIVIDEND EQUIVALENT CREDITS TO STOCK UNIT ACCOUNT. As of each date on

which dividends are paid with respect to the Common Stock, a Participant's Stock

Unit Account shall be credited with additional Stock Units in an amount equal to

(i) the amount of the dividends paid on that number of shares of Common Stock

equal to the aggregate number of Stock Units allocated to the Participant's

Stock Unit Account as of that date divided by (ii) the Fair Market Value of a

share of Common Stock as of such date.

7. DISTRIBUTION OF STOCK.

(a) TIME AND METHOD OF DISTRIBUTION. A Participant shall be entitled

to receive a distribution of whole shares of Common Stock equal to the number of

Stock Units allocated to his or her Stock Unit Account, including dividend

equivalents credited pursuant to Section 6, in accordance with the Participant's

election made pursuant to the Participant's Stock Unit Agreement. Any fractional

share of Common Stock shall be distributed in cash.

(b) TIME OF DISTRIBUTION. Each Participant shall elect on the Stock

Unit Agreement the date as of which the distribution shall be made or commence

(the "Payment Date"), which shall be either:

(i) the Participant's termination of service for any reason as a

member of the Board of Directors of the Company and its Subsidiaries, or

(ii) January 31 of any year subsequent to the year in which the

Retainer and/or Meeting Fees would have been paid absent the deferral election,

provided that the deferral period must be at least 36 months.

A Participant may not change the election of a Payment Date with

respect to any Retainer and/or Meeting Fees deferred under Section 2(a). Such

election shall be irrevocable.

(c) METHOD OF DISTRIBUTION. Each Stock Unit Agreement shall specify

the method in which the distribution shall be made, as elected by the

Participant, which shall be either:

(i) in a single lump sum on the Payment Date (or as soon

thereafter as administratively feasible),

(ii) in four substantially equal annual installments, commencing

on the Payment Date (or as soon thereafter as administratively feasible) or

(iii) in ten substantially equal annual installments, commencing

on the Payment Date (or as soon thereafter as administratively feasible).

A Participant may not change the method of any distribution election

with respect to any Retainer Fees and/or Meeting Fees deferred under Section

2(a). Such election shall be irrevocable.

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