UNDERWRITING AGREEMENTUnderwriting Agreement • December 8th, 2003 • Unionbancal Corp • National commercial banks • New York
We, as underwriters (the “Underwriters”), and for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated are acting as representatives (the “Representatives”), understand that UnionBanCal Corporation, a Delaware corporation (the “Company”), proposes to issue and sell $400,000,000 aggregate principal amount of 5.25% Subordinated Notes due 2013 (the “Offered Securities”). The Offered Securities will be issued pursuant to the provisions of an Indenture dated as of December 8, 2003 between the Company and J.P. Morgan Trust Company, National Association (successor to Bank One Trust Company N.A.), as trustee (the “Trustee”), including an officer’s certificate establishing the terms of the Offered Securities under Section 2.3 thereof (collectively, the “Indenture”).
