UNIONBANCAL CORPORATION PERFORMANCE SHARE AGREEMENT

EXHIBIT 10.13

UNIONBANCAL CORPORATION
PERFORMANCE SHARE AGREEMENT

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

WITNESSETH:

        WHEREAS, the Company has adopted the 1997 UnionBanCal Corporation Performance Share Plan, as amended and restated (the "Plan") authorizing the grant of Target Awards of Performance Shares to eligible individuals in connection with the performance of services for the Company and its Subsidiaries (as defined in the Plan). 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 Target Award of Performance Shares provided for in this Agreement, subject to performance against certain criteria, as an inducement to remain in the service of the company and as an incentive for increased efforts during such service;

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

1.

Target Award.     The Company hereby grants to Participant                                      Performance Shares for the Performance Cycle extending from January 1, 2008 through December 31, 2010. Performance Shares are not actual shares of Company stock and, therefore, do not convey any shareholder rights.

2.

Earned Award.     The number of Performance Shares actually earned will be based on the Company's percentile ranking relative to the Peer Banks for Return on Average Equity , subject to any adjustments that may be made under the provisions of this Agreement or of Section 8 of the Plan, for the years 2008, 2009, and 2010, according to the following table:

• The number of Performance Shares actually earned may be increased up to 20% (except for Named Executive Officers), or decreased up to 20% at the discretion of the Committee, subject to a maximum Earned Award of two times the Target Award.

  For UNBC percentile ranking between the 75 ^th  and 25 ^th  percentiles, other than at the 50 ^th  percentile, the Committee may interpolate between levels in order to determine the appropriate multiple of the Target Award.

1

3.

Value and Payment of Earned Awards.     The value payable to Participant for an Earned Award shall equal one share of Company common stock for each Performance Share actually earned. The shares of Company common stock shall be issued pursuant to the Company's Management Stock Plan within 2 ¹ / 2 months following the end of the Performance Cycle or credited to the Participant's account as deferred stock units if deferred in accordance with such procedures as the Company may prescribe. The Company shall, to the extent required by law, have the right to deduct from payments the amount of any federal, state or local taxes required by law to be withheld.

4.

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.

5.

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 contr