0001104659-04-032363 Sample Contracts

2,248,624 SHARES UNIONBANCAL CORPORATION COMMON STOCK UNDERWRITING AGREEMENT
Underwriting Agreement • October 28th, 2004 • Unionbancal Corp • National commercial banks • New York

Subject to customary assumptions, exceptions and qualifications, the opinions of Thomas J. Meyer, General Counsel to the Selling Stockholder, to be delivered pursuant to Section 9(g) of the Underwriting Agreement, shall be to the following effect (capitalized terms used herein and not defined herein shall have the meanings set forth in the Underwriting Agreement):

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