EXHIBIT 10.15 YEAR 2000 UNIONBANCAL CORPORATION MANAGEMENT STOCK PLAN 2008 PERFORMANCE SHARE PLAN STOCK UNIT DEFERRAL ELECTIONS TERMS AND CONDITIONS

EXHIBIT 10.15

YEAR 2000 UNIONBANCAL CORPORATION
MANAGEMENT STOCK PLAN

2008 PERFORMANCE SHARE PLAN
STOCK UNIT DEFERRAL ELECTIONS

TERMS AND CONDITIONS

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 "Management Stock Plan"), has approved the following terms and conditions applicable to 2008 Performance Share Plan stock unit deferral elections (these "Terms and Conditions"). These Terms and Conditions shall apply to elections to defer the delivery of shares of common stock of the Company ("Stock") payable to Participants for Earned Awards under the Company's Performance Share Plan and the applicable Performance Share Agreement between the Company and the Participant made as of January 1, 2008. Capitalized terms used but not otherwise defined herein shall have the meanings attributed thereto in the applicable Performance Share Agreement, the provisions of which are incorporated herein by reference.

1.

Deferral Elections .    A Participant in the Company's Performance Share Plan who has received a grant of Performance Shares for the Performance Cycle extending from January 1, 2008 through December 31, 2010, may irrevocably elect to defer delivery of all or a portion of the shares of Stock payable for his or her Earned Award by making an election on or before December 31, 2007 in accordance with procedures established by the Committee. All elections shall be in writing in the form of the Stock Unit Deferral Election attached hereto or such other form as provided by the Committee (the "Deferral Election"). To be effective, the Deferral Election must be received by the Company's Human Resources Department on or before December 31, 2007, and must be signed and dated by the Participant and the Company's Director of Human Resources or his or her designee. The Deferral Election shall specify the percentage of Earned Award 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 6 below. The Deferral Election shall incorporate these Terms and Conditions by reference.

2.

Stock Units; Stock Unit Accounts .

(a)

Stock Units .    If a Participant elects to defer a portion of his or her Earned Award, the Company shall, as of the date on which such Earned Award otherwise would have been paid, credit to a memorandum account in the name of the Participant (the "Stock Unit Account") a number of Stock Units equal to the number of shares of Stock otherwise payable to the Participant for the Earned Award under the Management Stock Plan. Each Stock Unit shall represent the right to receive a share of Stock subject to the terms and conditions set forth in these Terms and Conditions.

(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.

3.

Vesting of Stock Units .    Stock Units credited to a Participant's Stock Unit Account with respect to deferred Earned Awards shall be fully vested at all times. Stock Units representing dividend equivalents credited pursuant to Section 5 below shall also be fully vested at all times.

4.

Limitations on Rights Associated with Stock Units .    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

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• of Stock to be distributed eventually to the Participant pursuant to the Performance Share Agreement and the Management Stock Plan. 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 Stock to which the Participant is entitled upon distribution under the Management Stock Plan) shall be subject to adjustment in accordance with Section 7 hereof and Section 3(b) of the Management Stock Plan. The Deferral Election 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 Management Stock 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 greater than the right to receive the Stock as a general unsecured creditor.

5.

Dividend Equivalent Credits to Stock Unit Accounts .    As of each date on which dividends are paid with respect to the 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 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 (as defined in the Management Stock Plan) of a share of Stock as of such date.

6.

Time and Method of Distribution of Stock .

(a)

Time of Distribution .    The Deferral Election shall specify the date as of which the distribution shall be made or commence (the "Payment Date"), which shall be either:

(1)

Participant's termination of employment for any reason with the Company and its Subsidiaries, or

(2)

A date certain subsequent to 2010.

• • A Participant may not change the election of a Payment Date unless otherwise permitted by the Committee in accordance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), pursuant to Section 6(c) below.

  (b)

  Method of Distribution .    The Deferral Election shall specify the method in which the distribution of Stock shall be made, as elected by the Participant, which shall be either:
  
  

  (1)

  in a single distribution on the Payment Date or as soon as the Company determines is administratively feasible (but not more than 90 days) thereafter,
  
  

  (2)

  in four substantially equal annual installments, commencing on the Payment Date or as soon as the Company determines is administratively feasible (but not more than 90 days) thereafter, or
  
  

  (3)

  in ten substantially equal annual installments, commencing on the Payment Date or as soon as the Company determines is administratively feasible (but not more than 90 days) thereafter.

• • A Participant may not change the method of any distribution election unless otherwise permitted by the Committee in accordance with the requirements of Section 409A of the Code, pursuant to Section 6(c) below.

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• (c)

  Subsequent Elections .    In accordance with such procedures as it may promulgate from time to time, the Committee may permit a Participant to elect to delay the Payment Date or change the method of distribution subject to the following requirements:
  
  

  (1)

  The new election may not take effect until at least twelve (12) months after the date on which the new election is made;
  
  

  (2)

  If the payment is not on account of death or disability within the meaning of Section 22(e)(3) of the Code, the new election must provide for the deferral of the payment for a period of not less than five (5) years from the date such payment would otherwise have been made (or in the case of installment payments, five (5) years from the date the first amount was scheduled to be paid); and
  
  

  (3)

  If the new election relates to a payment otherwise due at a specified time or pursuant to a fixed schedule, the new election must be made at least twelve (12) months prior to the date the payment was scheduled to be paid (or in the case of installment payments, twelve (12) months prior to the date the first amount was scheduled to be paid).
  
  

  (d)

  Effect of Death, Disability or Change in Control .    Notwithstanding Sections 6(a) or (b) hereof, if the Participant dies or becomes disabled within the meaning of Section 22(e)(3) of the Code, or if the Company is subject to a Change in Control (as defined below), the Stock Units then credited to Participant's Stock Unit Account shall be settled by means of a distribution of shares of Stock in a lump sum as soon as the Company determines is administratively practicable (but not more than 90 days) thereafter. Notwithstanding the foregoing, the settlement of Participant's Stock Unit Account shall not be accelerated upon a Change in Control unless the Change in Control satisfies the applicable requirements for a distribution in compliance with Section 409A(a)(2) of the Code.
  
  

  (e)

  Change in Control .    For purposes of these Terms and Conditions, a "Change in Control" of the Company shall be deemed to have occurred upon the happening of any of the following events: consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets or stock of the Company or the acquisition of the assets or stock of another entity ("Business Combination"); excluding, however, such a Business Combination pursuant to which (a) a Permitted Holder will beneficially own, directly or indirectly, 30% or more of, respectively, the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors (together, the "Company Stock"), as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries), and (b) no individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended, has a greater beneficial interest, directly or indirectly, in the Company Stock than a Permitted Holder. For purposes of this definition, "Permitted Holder" shall mean (i) The Bank of Tokyo-Mitsubishi UFJ, Ltd. or any successor thereto ("BTMU"), (ii) an employee benefit plan of BTMU or (iii) a corporation controlled by BTMU.
  
  

  (f)

  Form of Distribution .    Stock Units may be settled only in whole shares of Stock. Fractional shares shall be settled in cash.
  
  

  (g)

  Section 409A .    These Terms and Conditions and the Deferral Election are intended to comply with the requirements of Section 409A of the Code and shall be interpreted in accordance therewith. No distribution otherwise required to be made to a Participant under the Deferral Election and these Terms and Conditions in connection with the Participant's

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• • termination of employment shall be made before the earlier of (i) the expiration of the six (6)-month period measured from the date of the Participant's "separation from service" (as such term is defined in Treasury Regulations issued under Section 409A of the Code) or (ii) the date of the Participant's death, if the Company in good faith determines that the Participant is a "specified employee" within the meaning of that term under Code Section 409A and that such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A(a)(2). Any payment delayed pursuant to this Section 6(g) shall be made in full upon the expiration of the applicable Co