<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
UNIONBANCAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
COMMON STOCK
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[LOGO]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 28, 1997
The Annual Meeting of the Shareholders of UNIONBANCAL CORPORATION (the
"Company") will be held on Wednesday, May 28, 1997, at 10:30 a.m. (California
time) at the Mandarin Oriental Hotel, Embassy Room, 222 Sansome Street, San
Francisco, California, for the following purposes:
1. To elect twenty-two directors to hold office until the next Annual Meeting
of Shareholders or until their successors are elected;
2. To approve the amendment and restatement of the Union Bank Management Stock
Plan;
3. To approve the 1997 UnionBanCal Corporation Performance Share Plan;
4. To ratify the selection of Deloitte & Touche LLP as independent auditors for
the Company for the year ending December 31, 1997; and
5. To transact such other business as may properly come before the meeting or
any adjournment thereof.
The Board of Directors has fixed the close of business on April 11, 1997, as
the record date for determining shareholders entitled to notice of and to vote
in person or by proxy at the Annual Meeting or any adjournment thereof.
Whether or not you presently plan to attend the meeting in person, the Board
of Directors urges you to date, sign, and promptly return the enclosed proxy.
Your giving of such proxy does not preclude your right to vote in person if you
attend the meeting. A postage-prepaid return envelope is enclosed for your
convenience in returning the signed proxy.
Your early attention to the proxy will be appreciated.
By Order of the Board of Directors,
[SIG]
DONALD R. MEYER
SECRETARY
San Francisco, California
Dated: May 7, 1997
This notice was preceded by a mailing of the Company's 1996 Annual Report to
Shareholders. Additional copies of the Annual Report may be obtained from the
Investor Relations Department, UnionBanCal Corporation, 350 California Street,
San Francisco, California 94104-1476, (415) 705-7350.
<PAGE>
UNIONBANCAL CORPORATION
350 CALIFORNIA STREET
SAN FRANCISCO, CALIFORNIA 94104-1476
(415) 705-7350
-----------------
PROXY STATEMENT
-----------------
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of UNIONBANCAL CORPORATION (the "Company") to
be used in voting at the Company's Annual Meeting of Shareholders to be held on
Wednesday, May 28, 1997, at 10:30 a.m. (California time) at the Mandarin
Oriental Hotel, Embassy Room, 222 Sansome Street, San Francisco, California, and
at any adjournment thereof (the "Annual Meeting").
This Proxy Statement and the accompanying form of proxy were first sent or
given to shareholders on or about May 7, 1997.
All expenses incident to the preparation and mailing of, or otherwise making
available to all shareholders, the notice, proxy statement, and proxy will be
paid by the Company. In addition to solicitation of proxies by the use of the
mails, some of the officers and employees of the Company, who will receive no
additional compensation for such services, may solicit proxies personally or by
telephone. The Company will request brokers and nominees who hold Company stock
in their name to furnish proxy material to beneficial owners of the stock and
will reimburse such brokers and nominees for their reasonable expenses incurred
in forwarding solicitation material to such beneficial owners.
On April 11, 1997, the date for determining shareholders entitled to vote at
the meeting, there were outstanding 54,771,157 shares of Common Stock ("Common
Stock") of the Company. To the knowledge of the Company, the only shareholders
owning of record or beneficially on such date more than 5% of the outstanding
voting securities are shown in the following table:
<TABLE>
<CAPTION>
AMOUNT
NAME AND AND NATURE
TITLE ADDRESS OF OF PERCENT
OF BENEFICIAL BENEFICIAL OF
CLASS OWNER OWNERSHIP CLASS
- -------------------------------- --------------------------------------------------------------- ------------ -----------
<S> <C> <C> <C>
Common Stock.................... The Bank of Tokyo-Mitsubishi, Ltd. ("BTM") 44,251,991 80.79%
7-1, Marunouchi 2-chome,
Chiyoda-ku,
Tokyo, 100, Japan
</TABLE>
BTM, WHICH HOLDS AN AGGREGATE OF APPROXIMATELY 81% OF THE SHARES OF THE
COMPANY'S COMMON STOCK OUTSTANDING ON THE RECORD DATE, INTENDS TO VOTE ITS
SHARES IN FAVOR OF: THE ELECTION OF THE PERSONS NAMED AS NOMINEES FOR DIRECTOR
IN THIS PROXY STATEMENT, THE APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE
UNION BANK MANAGEMENT STOCK PLAN, THE APPROVAL OF THE 1997 UNIONBANCAL
CORPORATION PERFORMANCE SHARE PLAN AND THE RATIFICATION OF THE SELECTION OF
DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS FOR THE COMPANY FOR THE YEAR
ENDING DECEMBER 31, 1997. APPROVAL OF THESE PROPOSALS BY THE SHAREHOLDERS IS
THEREFORE ASSURED.
Each outstanding share of Common Stock is entitled to one vote on all
matters coming before the meeting, except with respect to the election of
directors wherein votes may be cumulated. In cumulating votes for the election
of directors, each shareholder is entitled to as many votes as shall equal the
number of directors to be elected, multiplied by the number of shares held by
such shareholder, and all such votes may be cast for a single director or be
distributed among the number of directors to be voted on as the shareholder may
see fit. No shareholder is entitled to cumulate votes for any candidate unless
such candidate's or candidates' name(s) have been placed in nomination prior
1
<PAGE>
to commencement of the voting and a shareholder has given notice at the meeting
prior to the commencement of the voting of the shareholder's intention to
cumulate votes. In connection with the proxies, discretionary authority to
cumulate votes is also solicited by the Board of Directors.
When proxies in the accompanying form are returned, properly dated and
executed, the shares they represent will be voted at the Annual Meeting in
accordance with the shareholder's directions. If no contrary instructions are
given, the persons named in the proxy intend to vote the shares represented by
the proxies (1) in favor of the election of the persons named as nominees for
director in this Proxy Statement, (2) for approval of the amendment and
restatement of the Union Bank Management Stock Plan, (3) for approval of the
1997 UnionBanCal Corporation Performance Share Plan, (4) for ratification of the
selection of Deloitte & Touche LLP as independent auditors for the Company for
the year ending December 31, 1997, and (5) in accordance with their best
judgment on any other matter which may come before the meeting. If any proxy is
marked "withhold authority" with regard to the election of directors, the shares
which such proxy represents will not be voted either for or against the election
of such directors.
The giving of the proxy does not affect any shareholder's right to vote in
person at the Annual Meeting, and a proxy may be revoked by appropriate notice
in writing to the Secretary of the Company at 350 California Street, Mail Code H
- -1221, San Francisco, CA, 94104, at any time before it is voted. Abstentions and
"broker non-votes" (shares held by brokers or nominees which are present in
person or represented by proxy at the Annual Meeting but as to which voting
instructions have not been received from the beneficial owners or persons
entitled to vote such shares and the broker or nominee does not have
discretionary voting power under rules applicable to brokers) are treated as
shares that are present for purposes of determining the presence of a quorum.
CORPORATE GOVERNANCE
The Company is a bank holding company registered under the Bank Holding
Company Act of 1956, as amended, and is incorporated in the State of California.
The Company's principal subsidiary is Union Bank of California, N.A. (the
"Bank"), a national banking association organized under the laws of the United
States. The Company's 1996 Annual Report provides a review of the Company's
operations during the past year.
The Company and the Bank are the result of a merger of BanCal Tri-State
Corporation into Union Bank, the surviving corporation which changed its name to
UnionBanCal Corporation, and the purchase and assumption by The Bank of
California, N.A. (which was renamed Union Bank of California, N.A.) of
substantially all of the banking assets and liabilities of Union Bank. These
transactions were effective on April 1, 1996, and were fully described in the
previous Proxy Statement for the Special Meeting of Shareholders on January 31,
1996.
The Board of Directors met eleven (11) times in 1996. All incumbent
directors attended at least 75% of the Company's Board of Directors and
committee meetings held in 1996, except for Shin Nakahara, 45%, Tsuneo Wakai,
29%, Blenda J. Wilson, 71%, and Kenji Yoshizawa, 18%. Directors who are not
full-time officers of the Company or BTM or its affiliates received an annual
combined retainer for service on the Company and Bank boards and meeting fees
for Board meetings attended and for Board committee meetings attended. Effective
April 1, 1996, the annual combined retainer for service on the Company and Bank
boards is $20,000 which is prorated and payable quarterly in advance. Directors
who are not full-time officers of the Company or BTM or its affiliates were paid
the following: a fee of $1,000 for each Board of Directors meeting attended
except that when Board meetings of the Company and the Bank were held on the
same day, the total fee was limited to $1,000; and, a fee of $1,000 for each
Board committee meeting attended except that when the same committees of the
Company and the Bank had a combined meeting, the total fee was limited to
$1,000. In addition, the annual combined retainer for service on the Company and
Bank Boards for each non-officer committee chairman is $5,000 pro-rated and
payable quarterly in advance.
The Company and the Bank have each established the Board committees
described below. The membership of each committee is the same for the Company
and the Bank, and the corresponding committees of both institutions usually hold
joint meetings.
The Audit and Examining Committee oversees the Company's financial reporting
and control environment. It meets regularly with the Company's general auditor
and its independent auditors to review the scope and results of their work as
well as reviews the Company's quarterly and annual financial statements and
regulatory disclosure with
2
<PAGE>
the officers in charge of the Company's financial reporting, control and
disclosure functions. The Committee also makes an annual recommendation to the
Board of Directors of the Company's independent auditors (see Section III,
Ratification of the Selection of Independent Auditors). In addition, the
Committee reviews reports of examination conducted by bank and bank holding
company regulatory agencies and follows up with appropriate management, so that
recommendations and corrective actions are implemented. Directors who served on
the Committee at December 31, 1996, were: Sidney R. Petersen, Chairman; Mary S.
Metz; Carl W. Robertson; and Charles R. Scott. The Committee met twelve (12)
times in 1996.
The Credit Policy and Review Committee oversees the credit functions of the
Company including the overall loan portfolio, composite credit policies, loan
review and examination policies, and the methodology and adequacy of the
allowance for loan losses. It also reviews a compliance program for credit
functions and the establishment and delegation of credit authority. The
Committee considers reports of bank and bank holding company regulatory agency
examinations and management's responses. Directors who served on the Committee
at December 31, 1996, were: Stanley F. Farrar, Chairman; Alexander D. Calhoun;
Harry W. Low; and Henry T. Swigert. The Committee met ten (10) times in 1996.
The Executive Compensation and Benefits Committee reviews and approves
executive officer compensation criteria and levels and oversees the Company's
and the Bank's employee benefit plans. The Committee approves the compensation
of the Chief Executive Officer and other executive officers. In addition, it
approves restricted stock awards and stock option grants under the Company's
Management Stock Plan. The Executive Compensation and Benefits Committee Report
on Executive Compensation appears on page 15. Directors who served on the
Committee at December 31, 1996, were: Richard D. Farman, Chairman; Jack L.
Hancock; Carl W. Robertson; and Henry T. Swigert. The Committee met ten (10)
times in 1996.
The Nominating Committee is responsible for screening, interviewing, and
proposing qualified candidates to fill vacancies on the Board of the Company
and/or the Bank as they occur and recommending to the respective Board the
director nominees to be elected by the shareholders at the annual meeting. In
carrying out its responsibilities, the Committee will consider candidates
recommended by shareholders. Names of proposed candidates, accompanied by a
short biography should be sent to the Secretary, UnionBanCal Corporation, 350
California Street, Mail Code H-1221, San Francisco, CA 94104. Directors who
served on the Committee at December 31, 1996, were: Kanetaka Yoshida, Chairman;
Alexander D. Calhoun; Richard D. Farman; J. Fernando Niebla; Hiroo Nozawa; and
Carl W. Robertson. The Committee met two (2) times in 1997.
The Public Policy Committee is responsible for identifying relevant
political, social and environmental trends. The Committee monitors the Bank's
programs which carry out the purposes of the Community Reinvestment Act, fair
lending laws, equal employment opportunity laws and other related federal, state
and local programs. Directors who served on the Committee at December 31, 1996,
were: Alexander D. Calhoun, Chairman; Raymond E. Miles; J. Fernando Niebla; and
Blenda J. Wilson. The Committee met six (6) times in 1996.
The Risk Review Committee is responsible for review, oversight and
monitoring of the Company's and Bank's risk management program in coordination
with the other committees of the Board. The Committee considers bank and holding
company regulatory agency guidance on risk management and develops with
management programs for the effective identification, measurement, control and
monitoring of risk. Regulatory reports and risk assessments are reviewed by the
Committee to ensure that management has developed appropriate corrective
actions. Directors who served on the Committee at December 31, 1996, were: Carl
W. Robertson, Chairman; Herman E. Gallegos; Mary S. Metz; and Raymond E. Miles.
The Committee met four (4) times in 1996.
Other Company Board committees established on April 1, 1996, were a Common
and Preferred Stock Committee, which met four (4) times in 1996, and an
Executive Committee which did not meet in 1996.
The Trust Committee, a committee of the Bank board only, supervises the
administration of the fiduciary powers of the Bank and the Bank's non-fiduciary
investment management activities. The Committee reviews reports of bank
regulatory agencies, the Company's general auditor and its independent auditors;
and follows up on their findings and recommendations with management to ensure
that corrective actions are taken. Directors who served on the Committee at
December 31, 1996, are: Paul W. Steere, Chairman; Herman E. Gallegos; Jack L.
Hancock; and J. Fernando Niebla. The Committee met seven (7) times in 1996.
3
<PAGE>
Other Bank Board committees established on April 1, 1996, were a National
Bank Act Committee (10 meetings), a Securities Activities and Derivatives
Committee (4 meetings), an Executive Committee (no meetings), and a Nominating
Committee (no meetings). It is anticipated that the composition of the foregoing
committees will change after the Annual Meeting.
The Board of Directors has adopted a retirement policy which provides that
any director who is employed full time by BTM, the Company or the Bank shall
retire from the Board at age 65 and any director who is not employed full time
by the Company or the Bank shall not stand for reelection at the Annual Meeting
of Shareholders following the director's seventieth birthday. The Board has
provided an exception to this policy for two directors as a transitional policy
following the April 1, 1996, combination. Tsuneo Wakai and Tamotsu Yamaguchi,
who are both over age 65 are eligible to continue to serve on the Board of the
Company and the Bank until their successors are elected.
I. ELECTION OF DIRECTORS
Twenty-two directors of the Company are to be elected at the Annual Meeting
to serve until the next Annual Meeting of Shareholders or until earlier
retirement, resignation or their successors are elected. The nominees as set
forth below, are all presently directors of the Company. A resolution of the
Company's Board pursuant to the Bylaws of the Company presently sets the exact
number of directors at twenty-two. All nominees are directors of the Bank except
for Messrs. Wakai and Yoshizawa, and if reelected as directors of the Company,
are expected to be reelected as directors of the Bank by the shareholders of the
Bank except for the aforenamed nominees. Messrs. Calhoun, Nozawa, Steere,
Taniguchi, Yasuda and Yoshida are not standing for reelection.
Unless authority to vote for directors is withheld as to any or all of them,
it is intended that shares represented by proxies in the accompanying form will
be voted FOR the election of the persons listed below or, if one or more of such
persons shall become unable or unwilling to accept nomination or election, FOR
the election of such other persons as the President or Board of Directors of the
Company may recommend in their place. The Board of Directors has no reason to
believe that any such nominee will be unable or unwilling to serve.
The following information is furnished with respect to the nominees for
director: name, age, the number of shares of the Company's and BTM's Common
Stock beneficially owned by the nominee as of March 31, 1997, the nominee's
business experience during the past five years, directorships in other
corporations, and periods of service as a director of the Company.
<TABLE>
<CAPTION>
SHARES OF
SHARES OF COMMON STOCK OF THE
COMMON STOCK BANK OF
OF UNIONBANCAL TOKYO-MITSUBISHI,
CORPORATION LTD.
NAME AND PRINCIPAL OCCUPATIONS OWNED BENEFICIALLY OWNED BENEFICIALLY
DURING THE LAST FIVE YEARS AS OF AS OF
OF NOMINEES FOR DIRECTOR AGE MARCH 31, 1997+ MARCH 31, 1997++
- ----------------------------------------------------------------------------- --- ------------------ --------------------
<S> <C> <C> <C>
Richard D. Farman............................................................ 61 500 -0-
Since January 1995, Mr. Farman has served as President and Chief Operating
Officer of Pacific Enterprises, for which he has served as director since
February 1992. From January 1989 until January 1995, Mr. Farman served as
Chief Executive Officer of Southern California Gas Company, a subsidiary of
Pacific Enterprises. Mr. Farman has been a director of the Company since
November 1988.
</TABLE>
(CONTINUED ON FOLLOWING PAGE)
4
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
SHARES OF COMMON STOCK OF THE
COMMON STOCK BANK OF
OF UNIONBANCAL TOKYO-MITSUBISHI,
CORPORATION LTD.
NAME AND PRINCIPAL OCCUPATIONS OWNED BENEFICIALLY OWNED BENEFICIALLY
DURING THE LAST FIVE YEARS AS OF AS OF
OF NOMINEES FOR DIRECTOR AGE MARCH 31, 1997+ MARCH 31, 1997++
- ----------------------------------------------------------------------------- --- ------------------ --------------------
<S> <C> <C> <C>
Stanley F. Farrar............................................................ 54 -0- 1,250
Mr. Farrar has been a partner of Sullivan & Cromwell since October 1984. He
served as a director of the former Bank of California, N.A. from June 1984
until March 1996. Mr. Farrar has been a director of the Company since April
1996.
Herman E. Gallegos........................................................... 66 150 -0-
Mr. Gallegos has been an independent management consultant since January
1982. He serves as a director of Pacific Telesis Group, Pacific Bell and
The California Endowment. Mr. Gallegos has been a director of the Company
since November 1988.
Jack L. Hancock.............................................................. 66 500(3) -0-
Mr. Hancock was Executive Vice President of Pacific Bell from August 1990
until December 1993. He has been a director of Whittaker Corporation since
February 1994 and Axonet Technologies since August 1996. Mr. Hancock has
been a director of the Company since July 1994.
Richard C. Hartnack.......................................................... 51 51,271(5)(6) -0-
Mr. Hartnack has served as Vice Chairman and head of the Community Banking
Group of the Company and the Bank since April 1996. He served as Vice
Chairman of the former Union Bank from June 1991 until March 1996. Mr.
Hartnack has served as a director of the Company since June 1991.
Roy A. Henderson............................................................. 54 -0- 105(7)
Mr. Henderson has served as Vice Chairman and head of the Trust & Private
Financial Services Group of the Company and the Bank since April 1996. He
served as Vice Chairman and Director of the former BanCal Tri-State
Corporation and the former Bank of California, N.A. from November 1993
until March 1996. He was Chairman and Chief Executive Officer of LoPresti
Flight Concepts, Inc. from May 1991 until December 1994. He served as the
President and Chief Operating Officer of Puget Sound Bancorp from September
1988 to September 1990. Mr. Henderson has served as a director of the
Company since April 1996.
Harry W. Low................................................................. 66 1,164(3) -0-
Judge Low has been a mediator and arbitrator with Judicial Arbitration &
Mediation Services, Inc. since March 1992. He was the Presiding Justice for
the State of California Court of Appeal, 1st District until his retirement
in January 1992. Judge Low has been a director of the Company since January
1993.
</TABLE>
(CONTINUED ON FOLLOWING PAGE)
5
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
SHARES OF COMMON STOCK OF THE
COMMON STOCK BANK OF
OF UNIONBANCAL TOKYO-MITSUBISHI,
CORPORATION LTD.
NAME AND PRINCIPAL OCCUPATIONS OWNED BENEFICIALLY OWNED BENEFICIALLY
DURING THE LAST FIVE YEARS AS OF AS OF
OF NOMINEES FOR DIRECTOR AGE MARCH 31, 1997+ MARCH 31, 1997++
- ----------------------------------------------------------------------------- --- ------------------ --------------------
<S> <C> <C> <C>
Mary S. Metz................................................................. 59 393(3) -0-
Dr. Metz has been the Dean of University Extension, University of
California, Berkeley, since July 1991. She has been President Emerita of
Mills College since June 1990. Dr. Metz has served as a director of Pacific
Telesis Group since July 1986, Pacific Gas & Electric Co. since March 1986,
and Longs Drugs Stores since February 1991. Dr. Metz has been a director of
the Company since November 1988.
Raymond E. Miles............................................................. 64 -0- 1,214
Professor Miles has been a Professor at the Haas School of Business at the
University of California in Berkeley since July 1963. He served as a
director of the former Bank of California, N.A. from January 1987 to March
1996. He has served as a director of Granite Construction Co., Inc., since
May 1988. Professor Miles has been a director of the Company since April
1996.
Takahiro Moriguchi........................................................... 52 2,000(1) 6,400
Mr. Moriguchi has served as a Vice Chairman and Chief Financial Officer of
the Company and the Bank since April 1996. He served as Vice Chairman and
Chief Financial Officer of the former Union Bank from June 1993 until March
1996. He served as General Manager of the former Bank of Tokyo, Ltd.'s
Capital Markets Division 2 from May 1992 to May 1993 and as President and
Managing Director of the former Bank of Tokyo Capital Markets, Ltd. London,
from July 1988 to April 1992. He has served as a director of The Bank of
Tokyo-Mitsubishi, Ltd. since April 1996 and as a director of the former
Bank of Tokyo, Ltd. prior thereto. Mr. Moriguchi has served as a director
of the Company since June 1993.
Shin Nakahara................................................................ 59 -0- 28,120
Mr. Nakahara has served as Managing Director of The Bank of
Tokyo-Mitsubishi, Ltd. and as Chief Executive Officer of the North American
Headquarters of The Bank of Tokyo-Mitsubishi, Ltd. since April 1996. He
also serves as the Chairman of the Board of The Bank of Tokyo-Mitsubishi
Trust Company. He served as the Resident Managing Director for the Americas
from July 1994 to April 1996 with The Bank of Tokyo, Ltd. and as Chairman,
President and Chief Executive Officer of the former Bank of Tokyo Trust
Company from November 1995 to April 1996. He also served as the Managing
Director of the former Bank of Tokyo, Ltd. from June 1992 to July 1994. Mr.
Nakahara has been a director of the Company since July 1994.
</TABLE>
(CONTINUED ON FOLLOWING PAGE)
6
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
SHARES OF COMMON STOCK OF THE
COMMON STOCK BANK OF
OF UNIONBANCAL TOKYO-MITSUBISHI,
CORPORATION LTD.
NAME AND PRINCIPAL OCCUPATIONS OWNED BENEFICIALLY OWNED BENEFICIALLY
DURING THE LAST FIVE YEARS AS OF AS OF
OF NOMINEES FOR DIRECTOR AGE MARCH 31, 1997+ MARCH 31, 1997++
- ----------------------------------------------------------------------------- --- ------------------ --------------------
<S> <C> <C> <C>
J. Fernando Niebla........................................................... 57 -0- 105(7)
Mr. Niebla has served as Chairman and Chief Executive Officer of Infotec
Commercial Systems since December 1995. From September 1979 to June 1996,
he served as Chairman and Chief Executive Officer of Infotec Development,
Inc. He served as a director of the former Bank of California from July
1994 through March 1996. Mr. Niebla has been a director of the Company
since April 1996.
Minoru Noda.................................................................. 50 -0- 2,102
Mr. Noda has served as Vice Chairman and Chief Credit Officer of the
Company since April 1996. He served as Vice Chairman, Credit and Finance,
and Director of the former BanCal Tri-State Corporation and the former Bank
of California, N.A. from June 1993 until March 1996. He served as Executive
Vice President for Regional Banking of the former Bank of California, N.A.
from July 1992 through June 1993. He served as General Manager of the
Higashi-Nagasaki Branch of the former Mitsubishi Bank, Ltd. in Tokyo from
October 1990 through July 1992. Mr. Noda has served as a director of the
Company since April 1996.
Sidney R. Petersen........................................................... 66 717(3) -0-
Mr. Petersen has been a consultant and private investor since August 1984.
He served as Chairman and Chief Executive Officer of Getty Oil Company
until his retirement in July 1984. He has been a director of Avery Dennison
Corporation since 1981; NICOR, Inc. since May 1987; Group Technologies
Corporation since June 1984 and Seagull Energy Corporation since October
1996. Mr. Petersen has been a director of the Company since November 1988.
Carl W. Robertson............................................................ 60 -0- 1,250
Mr. Robertson has been the Managing Director of Warland Investments Company
since January 1985. He served as a director of the former Bank of
California, N.A. from March 1975 to March 1996. Mr. Robertson has been a
director of the Company since April 1996.
Charles R. Scott............................................................. 69 1,000 210(7)
Mr. Scott has served as the Chairman and Chief Executive Officer of
Leadership Centers USA since March 1995. He served as the President and
Chief Executive Officer of The Actava Group from February 1991 to December
1995 and Intermark Inc. from August 1970 to February 1991. He has served as
Vice Chairman of Pier 1 Imports, Inc. since June 1980. Mr. Scott has been a
director of the Company since April 1996.
</TABLE>
(CONTINUED ON FOLLOWING PAGE)
7
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
SHARES OF COMMON STOCK OF THE
COMMON STOCK BANK OF
OF UNIONBANCAL TOKYO-MITSUBISHI,
CORPORATION LTD.
NAME AND PRINCIPAL OCCUPATIONS OWNED BENEFICIALLY OWNED BENEFICIALLY
DURING THE LAST FIVE YEARS AS OF AS OF
OF NOMINEES FOR DIRECTOR AGE MARCH 31, 1997+ MARCH 31, 1997++
- ----------------------------------------------------------------------------- --- ------------------ --------------------
<S> <C> <C> <C>
Henry T. Swigert............................................................. 66 -0- 6,250(7)(8)
Mr. Swigert has served as Chairman of ESCO Corporation since January 1979.
From April 1989 until April 1996, he served as a director of the former
Bank of California, N.A. Mr. Swigert has been a director of the Company
since April 1996.
Tsuneo Wakai................................................................. 71 -0- 69,559
Mr. Wakai has been the Chairman of the Board of The Bank of
Tokyo-Mitsubishi, Ltd. since April 1996. Prior thereto, he was the
President of the former Mitsubishi Bank, Ltd. from June 1990 through March
1996. Mr. Wakai has been a director of the Company since April 1996.
Robert M. Walker............................................................. 55 53,251(4)(5)(6) -0-
Mr. Walker has served as Vice Chairman of the Commercial Financial Services
Group for the Company and the Bank since April 1996 and head of the
Corporate and Real Estate Banking Group for the Company and the Bank since
July 1996. He served as Vice Chairman in the same position with the former
Union Bank from July 1992 until March 1996. He served as Vice Chairman of
the Boards of Valley National Corporation and Valley National Bank of
Arizona from December 1991 through July 1992. He has served as a director
of the Company since July 1992.
Blenda J. Wilson............................................................. 56 200 -0-
Dr. Wilson has served as the President of California State University,
Northridge since September 1992. She is the former Chancellor of the
University of Michigan-Dearborn. Dr. Wilson has been a director of the
Company since July 1993.
Tamotsu Yamaguchi............................................................ 66 5,499 3,795
Mr. Yamaguchi has served as Chairman of the Company and the Bank since
April 1996. He served as Chairman of the former Union Bank from September
1992 until March 1996. He served as Deputy President of the former Bank of
Tokyo, Ltd. from September 1989 through September 1992. Mr. Yamaguchi has
served as a director of the Company since September 1992.
</TABLE>
(CONTINUED ON FOLLOWING PAGE)
8
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
SHARES OF COMMON STOCK OF THE
COMMON STOCK BANK OF
OF UNIONBANCAL TOKYO-MITSUBISHI,
CORPORATION LTD.
NAME AND PRINCIPAL OCCUPATIONS OWNED BENEFICIALLY OWNED BENEFICIALLY
DURING THE LAST FIVE YEARS AS OF AS OF
OF NOMINEES FOR DIRECTOR AGE MARCH 31, 1997+ MARCH 31, 1997++
- ----------------------------------------------------------------------------- --- ------------------ --------------------
<S> <C> <C> <C>
Kenji Yoshizawa.............................................................. 65 221(1) 42,285
Mr. Yoshizawa has served as the Deputy President and director of The Bank
of Tokyo, Ltd. since April 1996. He served as Deputy President and director
of the former Bank of Tokyo, Ltd from June 1990 through March 1996. He
served as the Resident Senior Managing Director for The Americas for the
former Bank of Tokyo, Ltd. from September 1989 to September 1990 and as
Chairman and Chief Executive Officer of The Bank of Tokyo Trust Company
from September 1989 to September 1990. He also served as a Senior Managing
Director and Managing Director of the former Bank of Tokyo, Ltd. from April
1986 to June 1990. Mr. Yoshizawa has been a director of the Company since
September 1989.
All directors and executive officers as a group (32 persons):(1)(2)(4)(5)(6) 196,834 201,669
</TABLE>
- ------------------------
+ All mention of UnionBanCal Corporation stock refers strictly to shares of
Common Stock.
++ As of March 31, 1997, there were outstanding 4,666,828,215 shares of Common
Stock of The Bank of Tokyo-Mitsubishi, Ltd.
@ The 44,251,991 shares of Company Common Stock owned by BTM as of March 31,
1997, do not include the 4,914 shares of Company Common Stock owned by
Takahiro Moriguchi, Kenji Yoshizawa and executive officers of the Company
who are associated as officers or directors of BTM.
A All shares of Common Stock of the Company and BTM are held directly by the
directors and executive officers of the Company and BTM, unless otherwise
indicated. No director or executive officer of the Company or BTM,
individually or as a group, owns beneficially more than 1% of the
outstanding shares of Common Stock of the Company or BTM.
B Of the 500 shares, 200 shares are owned by the Hancock Family Trust of which
Jack L. Hancock and Patricia B. Hancock are trustees. Of the 1,164 shares,
964 shares are owned by the Harry W. Low and Mayling J. Low Trust of which
Harry W. Low and Mayling J. Low are trustees. Of the 393 shares, 50 shares
are owned by the Mary S. Metz Trust of which Mary S. Metz is trustee. These
717 shares are owned by the Petersen Family Trust of which Sidney R.
Petersen and Nancy M. Petersen are trustees.
C The shares indicated under the Company column include the following shares
held by the Trustee of the Union Bank of California 401(k) Plan as of March
31, 1997, in the accounts for any named individual and the group as a whole:
<TABLE>
<S> <C>
Robert M. Walker........................................................... 4,136
Executive Officers as a group.............................................. 7,505
</TABLE>
D The shares indicated under the Company column include the following shares of
restricted stock from the inception of the Restricted Stock Program in 1991
through March 31, 1997, to the named individuals and the group as a whole:
<TABLE>
<S> <C>
Richard C. Hartnack....................................................... 32,600
Robert M. Walker.......................................................... 12,600
Executive Officers as a group............................................. 59,250
</TABLE>
9
<PAGE>
E The shares indicated under the Company column include the following shares of
stock options granted from the inception of the Stock Option Program in 1991
through March 31, 1997, to and exercisable by the named individuals and the
group as a whole:
<TABLE>
<S> <C>
Richard C. Hartnack...................................................... 18,667
Robert M. Walker......................................................... 28,666
Executive Officers as a group............................................ 103,665
</TABLE>
F The shares indicated are held as American Depositary Shares, each of which
represents one share of BTM Common Stock.
G The shares indicated include 5,000 American Depositary Shares held by the
Henry T. Swigert Trust, each of which represents one share of BTM Common
Stock.
- ------------------------
10
<PAGE>
II. APPROVAL OF AMENDMENT AND RESTATEMENT OF THE UNION BANK MANAGEMENT
STOCK PLAN
The Board of Directors recommends a vote FOR the approval of the amendment
and restatement of the Union Bank Management Stock Plan, effective January 1,
1990 (the "Prior Plan"). Pursuant to such amendment and restatement, the Prior
Plan will be renamed as the UnionBanCal Corporation Management Stock Plan (the
"New Plan"), revised to reflect the corporate changes in connection with the
combination between BanCal Tri-State Corporation and Union Bank and revised in
certain other respects as summarized herein. The New Plan is attached hereto as
Exhibit A. The Company is the sponsoring entity of the New Plan, and the common
stock issued pursuant to stock options and restricted stock grants under the New
Plan are shares of the Company's Common Stock. The maximum number of shares of
the Company's Common Stock that may be issued pursuant to options and/or grants
under the New Plan will be increased to 2,200,000 upon shareholder approval. The
New Plan also adds Non-Employee Directors as possible recipients of
non-qualified stock options and restricted stock grants.
The Board of Directors also recommends that the Prior Plan be amended and
restated so that "applicable employee remuneration" from the stock options and
stock appreciation rights granted pursuant to the New Plan constitutes
"performance-based compensation" under Section 162(m) of the Internal Revenue
Code of 1986, as amended (the "Code"), so as to be deductible without respect to
the $1,000,000 compensation deduction limit contained therein. Amendments
include the addition of a requirement that the New Plan be administered by a
committee that consists solely of not less than two outside directors elected by
the Board of Directors; and an addition of a limitation in the amount of 50,000
for the number of shares of Common Stock pursuant to which stock option awards
or stock appreciation rights can be granted to an optionee during any calendar
year.
III. APPROVAL OF 1997 UNIONBANCAL CORPORATION PERFORMANCE SHARE PLAN
The Board of Directors recommends a vote FOR approval of the 1997
UnionBanCal Corporation Performance Share Plan (the "Plan"). The Plan provides
the means whereby certain employees of the Company may be given an opportunity
to earn performance-based cash long-term incentive awards. The value of awards
under the Plan is based on the Company's performance relative to the performance
of a group of selected peer banks and the Company's Common Stock price. The Plan
includes provisions such that "applicable employee remuneration" from awards
under the Plan constitutes "performance-based compensation" under Section 162(m)
of the Code, so as to be deductible without respect to the $1,000,000
compensation limit contained therein. Neither the participants in nor the
benefits under the Plan is determinable at this time.
The foregoing is a general summary of the Plan. The specific terms and
conditions of the Plan are set forth in the Plan document attached hereto as
Exhibit B. See Executive Compensation and Benefits Committee Report on Executive
Compensation -- 1997 UnionBanCal Corporation Performance Share Plan.
IV. RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS
The Board of Directors recommends a vote FOR ratifying the selection of
Deloitte & Touche LLP as independent auditors for the Company.
The Board has appointed Deloitte & Touche LLP as the Company's independent
auditors for the year ending December 31, 1997. The appointment was recommended
by the Audit and Examining Committee. Shareholders are being asked to ratify
this selection at the Annual Meeting. The firm of Deloitte & Touche LLP has
audited the accounts of the Company since 1996 and is considered well qualified.
Audit services include the annual audit examination, limited reviews of
unaudited quarterly financial data, assistance in filings with various
regulatory authorities and with the Annual Report to Shareholders, and
discussions regarding accounting principles and practices followed by the
Company in preparing its financial statements.
Representatives of Deloitte & Touche LLP are expected to be present at the
Annual Meeting with the opportunity to make a statement if they desire to do so,
and are also expected to be available to answer questions.
11
<PAGE>
V. COMPENSATION AND OTHER TRANSACTIONS WITH MANAGEMENT AND OTHERS
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation for the last three fiscal
years of the Chief Executive Officer of the Company and the four next most
highly compensated executive officers of the Company (other than the Chief
Executive Officer) who served as executive officers on December 31, 1996 ("named
executive officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
-------------------------------------------------------
ACTUAL OTHER ANNUAL
NAME & PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(2)
- ------------------------------- ---------- --------- --------- ---------------
<S> <C> <C> <C> <C>
Kanetaka Yoshida............... 1996(1) $ 480,083 $ 0 --
President & Chief Executive 1995 $ 466,436 $ 0 --
Officer 1994 $ 484,333 $ 0 --
Hiroo Nozawa................... 1996(1) $ 533,390 $ 0 --
Deputy Chairman of the Board 1995 $ 581,487 $ 0 --
and Chief Operating Officer 1994 $ 527,454 $ 0 --
Richard Hartnack............... 1996(1) $ 340,962 $ 138,000 --
Vice Chairman of the Board 1995 $ 326,538 $ 230,000 --
1994 $ 311,538 $ 150,000 --
Roy Henderson.................. 1996(1) $ 352,535 $ 131,000 --
Vice Chairman of the Board 1995 $ 341,871 $ 108,100 $109,256
1994 $ 332,352 $ 102,400 $122,207
Robert Walker.................. 1996(1) $ 340,962 $ 138,000 --
Vice Chairman of the Board 1995 $ 325,269 $ 230,000 --
1994 $ 311,538 $ 150,000 --
<CAPTION>
LONG-TERM COMPENSATION
------------------------------------------
AWARDS PAYOUTS
----------------------------- ----------
RESTRICTED
STOCK
AWARDS SECURITIES
IN UNDERLYING LONG-TERM ALL OTHER
NAME & PRINCIPAL POSITION DOLLARS(3) OPTIONS INCENTIVES COMPENSATION(4)
- ------------------------------- ---------------- ---------- ---------- ---------------
<S> <C> <C> <C> <C>
Kanetaka Yoshida............... $ 0 -0- $ 0 $ 0
President & Chief Executive $ 0 -0- $ 0 $ 0
Officer $ 0 -0- $ 0 $ 0
Hiroo Nozawa................... $ 0 -0- $ 0 $ 0
Deputy Chairman of the Board $ 0 -0- $ 0 $ 8,207
and Chief Operating Officer $ 0 -0- $ 0 $ 8,797
Richard Hartnack............... $32,925 6,000 $100,000 $ 4,500
Vice Chairman of the Board $33,750 10,000 $ 0 $ 1,500
$26,750 10,000 $ 0
Roy Henderson.................. $ 0 -0- $398,300 $14,427
Vice Chairman of the Board $ 0 -0- $ 0 $16,571
$ 0 -0- $ 0 $17,262
Robert Walker.................. $32,925 6,000 $100,000 $ 6,193
Vice Chairman of the Board $33,750 10,000 $ 0 $ 4,385
$26,750 10,000 $ 0 $ 5,950
</TABLE>
- ------------------------
(1) Messrs. Yoshida, and Nozawa, are not eligible to receive restricted stock
awards, stock option grants, long-term incentive payments or the annual
bonus paid in 1997 for 1996 performance. Their compensation takes into
consideration the BTM Expatriate Pay Program, see "Executive Compensation
and Benefits Committee Report on Executive Compensation--Overview, Policy
Making Expatriate Officer Compensation, Chief Executive Compensation."
The data set forth in this table for the above five (5) officers includes
all compensation awarded to, earned by or paid to them from any source for
services rendered to the Bank and its subsidiaries.
(2) Perquisites or personal benefits provided to named executive officers in
each of the years indicated did not exceed the lesser of $50,000 or 10% of
annual salary and bonus except as indicated. Value of relocation benefits
provided to Roy Henderson was $109,256 in 1995 and $122,207 in 1994.
(3) The value listed for restricted stock awards was based on the market price
of the Company's Common Stock at grant date. The aggregate value of
restricted stock awards as of December 31, 1996, held by Mr. Hartnack was
$628,050 and by Mr. Walker was $98,050 based on the market price on December
31, 1996. Mr. Hartnack was granted 600 shares in 1996, 11,000 in 1995 and
1,000 in 1994 of restricted stock. Mr. Walker was granted 600 shares in
1996, 1,000 in 1995 and 1,000 in 1994 of restricted stock. Each award
granted to Messrs. Hartnack and Walker vest ratably over four years on the
anniversary of the grant date of each award. As of December 31, 1996, the
number of unvested shares of restricted stock awards held by Mr. Hartnack
was 11,850 and by Mr. Walker, 1,850. Program participants have the right to
vote their restricted shares and receive dividends.
(4) Includes dollar value of match and stock discount contributions to the Union
Bank 401(k) Plan, contributions to the former Bank of California N.A.
Retirement Plan, and imputed value of life insurance.
12
<PAGE>
STOCK OPTIONS
The following tables summarize grants and exercises of options to purchase
Common Stock during 1996 to or by the named executive officers, and the grant
date present value of options held by such persons at the end of 1996. The
Company did not reprice any options during 1996 or any prior year, and did not
provide executives Stock Appreciation Rights ("SARs").
OPTION GRANTS IN LAST FISCAL YEAR (1996)(1)
<TABLE>
<CAPTION>
NUMBER OF SECURITIES PERCENT OF TOTAL OPTIONS GRANT DATE
UNDERLYING GRANTED TO EMPLOYEES IN EXERCISE EXPIRATION PRESENT
OPTIONS GRANTED FISCAL YEAR PRICE DATE VALUE(2)
-------------------- ------------------------ -------- ---------- ------------------
<S> <C> <C> <C> <C> <C>
Kanetaka Yoshida(3)........... -0- 0.0% $ 0 -0- $ 0
Hiroo Nozawa(3)............... -0- 0.0% $ 0 -0- $ 0
Richard Hartnack.............. 6,000 6.5% $ 54.875 03/29/06 $108,060
Roy Henderson................. -0- 0.0% $ 0 -0- $ 0
Robert Walker................. 6,000 6.5% $ 54.875 03/29/06 $108,060
</TABLE>
- ------------------------
(1) All options are nonqualified stock options to purchase shares of the
Company's Common Stock. The exercise price of the options is 100% of the
fair market value on the date the option was granted. Options are granted
for a term of no more than ten (10) years. The options become exercisable
PRO RATA over three (3) years from the grant date, subject to continuous
employment or earlier forfeiture if the employee terminates.
(2) Estimated present value at grant date, based on the Black-Scholes option
pricing model with assumptions applicable to the Company. The assumptions
used in the model were projected volatility of .28, risk free rate of return
of 6.3%, annual dividend yield of 2.55%, and average time to exercise of 7
years. The actual value, if any, an executive may realize will depend on the
excess of the actual stock price over the exercise price on the date the
option is exercised.
(3) These officers are not eligible to receive stock options. Please see
Executive Compensation and Benefits Committee Report on Executive
Compensation: Overview.
AGGREGATE OPTION EXERCISES IN THE LAST FISCAL YEAR (1996)
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS
FISCAL YEAR END AT FISCAL YEAR END(1)(2)
SHARES ACQUIRED VALUE --------------------------- ---------------------------
ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
--------------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Kanetaka Yoshida(3)........... -0- $ 0 -0- -0- $ 0 $ 0
Hiroo Nozawa(3)............... -0- $ 0 -0- -0- $ 0 $ 0
Richard Hartnack.............. 9,999 $196,647 10,000 16,001 $147,500 $215,857
Roy Henderson................. -0- $ 0 -0- -0- $ 0 $ 0
Robert Walker................. -0- $ 0 19,999 16,001 $386,643 $215,857
</TABLE>
- ------------------------
(1) The exercise price of outstanding options for these officers ranges from
$26.75 to $54.875.
(2) The value is calculated based on the amount by which the closing price of
the stock at the end of the last fiscal year, ended December 31, 1996,
($53.00) exceeds the exercise price.
(3) These officers are not eligible to receive stock options. Please see
Executive Compensation and Benefits Committee Report on Executive
Compensation: Overview.
13
<PAGE>
LONG TERM INCENTIVE CASH PLANS
Because of the merger, the former Union Bank Long-Term Performance Cash Plan
was terminated effective December 31, 1995, and prorated amounts were paid to
participants in 1996.
The former Bank of California's Phantom Stock Plan terminated on December
31, 1995, and payments were made to participants in 1996, in accordance with the
provisions of that plan.
Payouts from the above mentioned terminated plans to named executive
officers during 1996 are set forth in the Summary Compensation Table.
No long-term incentive cash plan was in effect during 1996 and therefore no
awards were granted during the year.
The Company is proposing the adoption of the 1997 UnionBanCal Corporation
Performance Share Plan by shareholders at the Annual Meeting on May 28, 1997.
See III. Approval of 1997 UnionBanCal Corporation Performance Share Plan for
more information regarding such plan.
PENSION PLANS
Prior to the merger, Union Bank maintained a defined benefit retirement
plan. Effective January 1, 1997, the Union Bank Retirement Plan was amended and
renamed the Union Bank of California Retirement Plan. Employees of the former
Bank of California N.A. entered the Union Bank of California Retirement Plan on
January 1, 1997. Their Bank of California N.A. service was used to determine
eligibility, vesting and early retirement entitlements. The definition of
earnings was expanded to include compensation received by a participant under
all incentive compensation programs, except long-term incentive compensation and
the Threshold Incentive Program, the Cash & Save Incentive Plan and similar
sales or referral awards programs which are not an integral or substantial part
of a participant's remuneration. Shift differentials were also included in the
earnings definition.
Prior to the merger, The Bank of California, N.A. maintained a defined
contribution money purchase plan. Effective January 1, 1997, The Bank of
California, N.A. Personal Retirement Options Plan was terminated. The final
contribution was made for December 31, 1996, and all account balances became
fully vested. Mr. Henderson participated in The Bank of California's Personal
Retirement Options through December 31, 1996, and his contribution for the year
was $7,500. His compensation includes salary and incentives up to the Internal
Revenue Service limitation of $150,000, and his salary as of December 31, 1996,
was $355,100.
The following table indicates the estimated annual benefit payable to a
covered participant in the Union Bank of California Retirement Plan, retiring at
age 65, based on compensation and years of service to the Company, its
participating subsidiaries and certain affiliates. Employees covered by the
retirement plans of BTM, including Messrs. Yoshida and Nozawa, are excluded from
participation. The amounts shown in the table reflect straight life annuity
amounts and do not reflect any Social Security offsets and have been calculated
without reference to the maximum limitations imposed by the Code.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
ANNUAL BENEFIT
-------------------------------
YEARS OF SERVICE(1)
-------------------------------
COMPENSATION(2) 10 20 30
- --------------------------------------------------------------------------------------------- --------- --------- ---------
<S> <C> <C> <C>
100,000...................................................................................... 20,000 40,000 60,000
200,000...................................................................................... 40,000 80,000 120,000
300,000...................................................................................... 60,000 120,000 180,000
400,000...................................................................................... 80,000 160,000 240,000
500,000...................................................................................... 100,000 200,000 300,000
600,000...................................................................................... 120,000 240,000 360,000
</TABLE>
- ------------------------
(1) As of December 31, 1996, Mr. Hartnack and Mr. Walker had 6 and 5 years of
service, respectively.
(2) Compensation includes base salary only as of December 31, 1996, which was
$345,000 for Mr. Hartnack, and $345,000 for Mr. Walker.
14
<PAGE>
Benefits in excess of limitations imposed by the Code may be paid by the
Company through individual supplemental retirement contracts, or to certain
officers of the Company pursuant to its Supplemental Executive Retirement Plan.
The Union Bank Supplemental Executive Retirement Plan benefits were extended to
senior vice presidents and other senior executives, of the former Union Bank,
including named executive officers of the Company, except Messsrs. Yoshida and
Nozawa, on November 17, 1995. Certain officers of the pre-1988 Union Bank are
participants in the Executive Supplemental Benefit Plan which provides a benefit
equal to 20% or 30% of the officer's compensation, fixed at 1990 levels, payable
for ten years. The Supplemental Executive Retirement Plan and the Executive
Supplemental Benefit Plan have not been amended since the merger. The Bank of
California, N.A. Executive Supplemental Benefits Plan, which paid benefits in
excess of Code limits to a select group of executives, was terminated January 1,
1997. Mr. Henderson participated in The Bank of California, N.A. Executive
Supplemental Benefit Plan which paid benefits in excess of the Internal Revenue
Service limits and received $71,150 under the plan in 1996.
EMPLOYMENT AGREEMENTS
Richard C. Hartnack entered into an Employment Agreement with the Company
when he began employment with the Company in 1991. Mr. Hartnack is entitled,
under certain circumstances, to severance benefits including continuation of his
salary for two years, payment equivalent to the value of any restricted stock
award(s) not yet granted, and vesting in full of any prior restricted stock
award(s). Additionally, Mr. Hartnack will receive two pension supplements. The
first supplement will provide the actuarial equivalent of the extra amount Mr.
Hartnack would receive under the Union Bank of California Retirement Plan if the
limitations on benefits set forth in Sections 415 and 401(a)(17) of the Code did
not apply. The second supplement will provide the actuarial equivalent of the
extra amount Mr. Hartnack would receive if the Union Bank of California
Retirement Plan had taken into account Mr. Hartnack's nine previous years of
service with the First National Bank of Chicago. Both supplements will be
reduced by the actuarial equivalent of the lump sum distributions Mr. Hartnack
has received from the qualified and non-qualified plans of First National Bank
of Chicago.
Roy Henderson entered into an Employment Agreement with The Bank of
California, N.A. and BanCal Tri-State Corporation in 1993 to serve as Vice
Chairman of both that bank and its holding company. In connection with the
combination between the Company and BanCal Tri-State Corporation, Mr.
Henderson's employment agreement continues under the same terms with the Company
for his services as Vice Chairman of the Company. The change in control
provisions of Mr. Henderson's agreement provide that he is entitled, under
certain circumstances, to severance benefits consisting of an amount two times
his average annualized includible compensation, calculated in accordance with
Section 280G(b)(3)(A) of the Code, from the beginning of his employment with the
Bank or the last five (5) years of his employment with the Bank, whichever
period is shorter.
Robert M. Walker entered into an Employment Agreement with the Company when
he began employment with the Bank in 1992. Mr. Walker is entitled, under certain
circumstances, to severance benefits consisting of continuation of his salary
for two years. Additionally, Mr. Walker will receive a supplemental pension
which will provide the actuarial equivalent of the extra amount Mr. Walker would
receive under the Retirement Plan if the limitations on benefits set forth in
Sections 415 and 401(a)(17) of the Code did not apply. This supplement will also
credit Mr. Walker with a minimum of ten years of credited service once he is
vested in the Union Bank of California Retirement Plan.
EXECUTIVE COMPENSATION AND BENEFITS COMMITTEE REPORT ON EXECUTIVE COMPENSATION
OVERVIEW
The Company's Executive Compensation and Benefits Committee (the
"Committee") reviews and approves executive officer compensation criteria and
levels, as well as overseeing the Company's employee benefit plans. The calendar
year 1996 was a transition year for the Company during which it invested
considerable resources in merger integration activities. As part of these
efforts, the Committee and Company's management initiated a comprehensive study
of the Company's executive compensation and benefits programs with the
assistance of a nationally-known
15
<PAGE>
independent consulting firm, which continues to advise the Company on a wide
range of compensation issues. As a result of this study, the Company will be
implementing refinements to its executive compensation programs, particularly to
the short-term and long-term incentive plans, beginning in 1997. These changes
are designed to focus executives on both short-term and long-term performance
measures that lead to the sustained creation of shareholder value of the
combined organization.
For compensation purposes, the Company's executive officers can be divided
into three groups: 1) executive officers of the Company named in the Summary
Compensation Table ("named executive officers"), including the Company's
President and Chief Executive Officer, its Deputy Chairman and Chief Operating
Officer, and three Vice Chairmen, 2) the other policy making officers, including
the Chairman and two Vice Chairmen, and eight Executive Vice Presidents who
serve on the Executive Management Committee, and 3) other Executive Vice
Presidents and certain Senior Vice Presidents with responsibility for matters
that impact overall Company performance.
The Committee approves all elements of the Company's primary executive
compensation and benefits program specifically for the named executive officers
and the other policy making officers, and broadly oversees the design and
implementation of all executive incentive plans, subject to shareholder approval
where required and/or appropriate. The Committee receives reports from the
Company's management on all elements of the primary compensation and benefits
program for executives below the policy making level.
Two of the named executive officers, Messrs. Yoshida and Nozawa, plus three
additional policy making officers, are officers of the Company's majority owner,
BTM, and serve as executive officers of the Company on a rotational assignment
basis ("policy making expatriate officers"). Accordingly, and as described
below, during their tenure at the Company their compensation and benefits are
approved by the Committee, taking into account the applicable compensation
policies of BTM. None of the policy making expatriate officers is eligible to
receive annual bonuses, restricted stock awards, stock option grants, or long
term performance awards. Some compensation for services rendered to the Company
is paid to the expatriate named executive officers from BTM and reimbursed by
the Company to BTM under a Services Agreement. Such compensation is included in
the Summary Compensation Table above.
EXECUTIVE COMPENSATION PHILOSOPHY
It is the Company's philosophy to compensate executives in a manner that
promotes the recruitment, motivation and retention of exceptional employees who
will help the Company achieve its strategic business objectives and who can
influence shareholder value.
The Company's executive compensation philosophy is implemented through
compensation programs based upon the following principles:
- In general, an executive's total compensation and benefits package should
be positioned at median competitive levels, taking into account the
relative responsibilities of the executives involved and reflecting the
Company's performance against both its business plans and the performance
of its peers. In particular, base salaries should be at the median level
of competitive salaries, and incentives should relate to the Company's
performance in comparison with the Company's business objectives and with
peer group performance levels.
- The total compensation and benefits package should provide an appropriate
mix of fixed and variable compensation to support a strong
pay-for-performance relationship, subject to the special circumstances
applicable to policy making expatriate officers.
- Compensation and benefits programs should promote teamwork and mutual
support among the Company's executives.
- Performance-based compensation should be tied to performance measures that
heavily influence shareholder value and are able to be influenced by the
Company's executives. These measures include both growth and returns.
- Annual bonuses should be based on the achievement of the Company's annual
Financial Plan.
16
<PAGE>
- A long-term incentive program, including stock options granted at market
value, restricted stock awards and long-term performance awards should
encourage executive retention and link executive compensation directly to
long term shareholder interests; the long-term performance awards
component should be based on the Company's performance compared to the
performance of the specified peer group.
- Compensation plans should be easy to understand and communicate.
PEER GROUP
During 1995 a peer group of banks was selected and used for purposes of
comparison with respect to all of the primary elements of the executive officer
compensation and benefits program. As part of the executive compensation study
conducted during 1996, the peer group was refined to reflect changes affecting
the appropriateness of the banks included. The Company's current peer group
includes 21 banks (11 from the prior peer group) drawn from the 50 included in
the KBW 50 Index, published by Keefe, Bruyette & Woods, Inc. Of those, 18 were
selected for the comparability to the Company based on a variety of financial
ratios as well as number of offices, and total deposits, demand deposits,
assets, loans and leases, real estate loans, commercial and industrial loans,
and consumer loans. Three additional banks were added to the peer group based on
geographic, market and direct competition criteria. The peer group was developed
in part in consultation with the consulting firm retained by the Company.
BASE SALARY
Executive base salaries are established relative to comparable positions in
other banks, taking into account the relative responsibilities of the executives
involved. In general, the Company targets base salaries at the median
competitive levels to attract and retain highly experienced and qualified
executives. Where the responsibilities of executive positions in the Company
exceed those typically found among other banks or play a particularly critical
role at the Company, base salaries may be targeted above median competitive
levels. In determining salaries, the Committee also takes into account
individual leadership and vision, experience and performance, as well as
internal equity relative to other positions within the Company, and specific
issues particular to the Company and the position involved.
ANNUAL BONUSES
The purpose of the annual bonus plan is to provide a median competitive
annual incentive opportunity at target performance levels. Target awards under
the plan represent the median of the competitive market for comparable executive
positions at banks of similar size and focus. Actual awards are determined based
on the performance of the Company and the individual participant.
For 1996, participating executives were eligible to earn annual bonuses
under the Company's Senior Management Bonus Plan based on the Company's
achievement of predetermined return on assets and net income performance
objectives, as well as individual performance and contributions. In addition, a
special one-time merger recognition allocation was added to the bonus fund to
reward certain individuals for contributions related to merger integration
activities.
For 1997, participants under the Senior Management Bonus Plan include all
Senior Vice Presidents and above with responsibility for matters that impact
overall Company performance (including the named executive officers other than
the two officers of BTM). Participants are assigned target bonuses comparable to
median competitive levels. The size of the bonus fund will be based on the
Company's performance on two measures: (1) return on assets, and (2) net income,
relative to the Company's 1997 Financial Plan. The bonus fund size may vary up
to two times aggregate target bonuses based on the Company's performance on
these two measures. In addition, the Committee may modify (i.e., increase or
decrease) the bonus fund within certain limits based on the Company's
performance in other areas, including strategic and organizational achievements,
other financial measures, and relative performance against its peers. Individual
bonus awards will be based on individual performance and contributions.
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LONG TERM INCENTIVE PROGRAM
The Company provides long-term incentive awards to individuals who can
directly impact the Company's long-term performance and value. Target awards are
comparable to median competitive levels. Eligible participants may receive
grants consisting of one or more types of long-term incentives, including stock
options, restricted stock, and performance shares. Grants are based on an
individual's scope and level of responsibilities within the Company and reflect
competitive practices for similar positions in peer companies. The long-term
performance share awards are based on the Company's performance compared to the
performance of its peers.
STOCK OPTIONS AND RESTRICTED STOCK
The Company believes in tying rewards for eligible executives directly to
the Company's long-term success and increases in shareholder value through stock
option grants and restricted stock awards. These also enable executives to
develop and maintain a stock ownership position of the Company's Common Stock.
The amounts of long-term incentives are targeted at median competitive levels
(taking into account the responsibilities of the officers involved). It is the
Company's intention to place greater emphasis on the use of stock options rather
than restricted stock in future incentive awards.
The proposed UnionBanCal Corporation Management Stock Plan (the "New Plan")
authorizes the issuance of up to 2,200,000 shares of the Company's Common Stock
to certain employees of the Company and its subsidiaries as grants of stock
options and awards of restricted stock. Canceled or forfeited options and
restricted stock become available for future grants. Expatriate officers are not
eligible to participate in the Stock Plan.
The Committee determines the term of each stock option grant, up to a
maximum of ten years from the date of grant. The exercise price must not be less
than the fair market value on the grant date. Options vest in thirds over three
years, provided that the employee has completed the specified continuous service
requirement, or earlier if the employee dies or retires under certain grant, age
and service conditions.
Awards of restricted stock vest in fourths over four years from grant date,
provided that the employee has completed the specified continuous service
requirement, or earlier if the employee dies or is permanently and totally
disabled or retires under certain grant, age and service conditions. Restricted
stockholders have the right to vote their restricted shares and to receive
dividends. See II. Approval of Amendment and Restatement of the Union Bank
Management Stock Plan.
1997 UNIONBANCAL CORPORATION PERFORMANCE SHARE PLAN
For 1997, the Company has proposed a new 1997 UnionBanCal Corporation
Performance Share Plan. Eligible participants may earn performance share awards
to be redeemed in cash three years after the date of grant. Performance shares
are linked to shareholder value in two ways: (1) the market price of the
Company's Common Stock, and (2) performance on return on assets, a performance
measure closely linked to value creation.
Eligible participants generally receive grants of performance shares
annually. The value of a performance share is equal to the market price of the
Company's Common Stock. The number of performance shares actually earned at the
end of the performance period will be based on the Company's percentile ranking
among its peer group in performance on return on assets. The Committee will set
performance goals and participants will only earn and be paid for performance
shares upon the attainment of such performance goals. A participant must be an
employee in good standing throughout the three year performance period, except
in the case of death, permanent disability, and retirement, in order to be
eligible for an award. Policy making expatriate officers do not participate in
this plan. See III. Approval of 1997 UnionBanCal Corporation Performance Share
Plan.
OTHER BENEFITS
Certain executives are eligible to defer base salary and incentives for
payment at a future date designated by the executive under the Union Bank of
California Deferred Compensation Plan. The average Treasury Constant
18
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Maturities Rate, calculated quarterly based on a rolling average for the
previous 12 months, is credited on deferred funds at the end of each calendar
quarter.
Selected executives, excluding policy making expatriate officers, are also
eligible for retirement benefits under supplemental plans designed to continue
coverage amounts otherwise limited under the qualified plan. Executives may also
be eligible for other benefits and perquisites.
POLICY MAKING EXPATRIATE OFFICER COMPENSATION
Policy making expatriate officer compensation is approved by the Committee,
taking into account the BTM Expatriate Pay Program. The BTM Expatriate Pay
Program incorporates a number of different elements, including overseas base
salary, certain allowances, and tax gross up payments. The BTM Expatriate Pay
Program is a Japanese Yen based system and, as a result, exchange rate
fluctuations may yield significantly differing dollar denominated compensation
levels from year to year.
CHIEF EXECUTIVE OFFICER COMPENSATION
The Chief Executive Officer's base salary is approved by the Committee,
taking into account the BTM Expatriate Pay Program, which the Committee reviews
in comparison with competitive bank chief executive officer compensation. His
compensation is therefore only indirectly related to the performance of the
Company from year to year. The Chief Executive Officer is also ineligible for
annual bonuses, stock option grants, restricted stock grants, and long-term
performance awards generally available to peer group chief executive officers
and to non-expatriate Company officers. However, the Committee believes that the
Chief Executive Officer's past performance and his long-term relationship with
BTM manifest ample motivation, notwithstanding his ineligibility for these
compensation programs.
DEDUCTIBILITY OF COMPENSATION
Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), limits the tax deductibility by a company of certain compensation in
excess of $1 million paid to the chief executive officer of the company or the
four most highly compensated officers. However, performance based compensation
is excluded from the $1 million limit.
Compensation attributable to stock options under the New Plan is treated as
performance-based under Code Section162(m) if (1) the grant is made by the
Committee, (2) the New Plan restricts the number of shares for which options may
be awarded to an executive during a specified period, and (3) the compensation
that the executive may receive is based solely on an increase in the value of
the stock after the date of grant. The New Plan submitted to the Company's
shareholders for approval at the 1997 Annual Meeting incorporates changes which
meet these criteria. In addition, the new 1997 Union BanCal Corporation
Performance Share Plan which is being submitted to shareholders for approval is
designed to provide compensation which is treated as performance-based under
Code Section162(m). Grants of restricted stock under the New Plan are not
considered performance-based compensation under Code Section162(m) of the Code
and Treasury Regulations promulgated thereunder.
While the tax impact of any compensation arrangement is one factor to be
considered, such impact is evaluated in light of the Committee's overall
compensation philosophy. The Committee intends to establish executive officer
compensation programs which will maximize the Company's tax deductions, if the
Committee determines that such actions are consistent with its philosophy and in
the best interests of the Company and its shareholders. From time to time, the
Committee may award compensation which is not fully tax deductible if the
Committee determines that such award is consistent with its philosophy and in
the best interests of the Company and its shareholders.
EXECUTIVE COMPENSATION AND
BENEFITS COMMITTEE
Richard D. Farman -- Chairman
Jack L. Hancock
Carl W. Robertson
Henry T. Swigert
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COMMON STOCK PERFORMANCE GRAPH
The following Common Stock Performance Graph compares the yearly percentage
change, on a dividend reinvested basis, in the cumulative total stockholder
return on the Common Stock with the cumulative total return of the Standard &
Poor's 500 Stock Index and the KBW 50 Index, published by Keefe, Bruyette &
Woods, Inc., for the five-year period commencing January 1, 1992. The stock
price performance depicted in the Performance Graph is not necessarily
indicative of future price performance.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
UNBC KBW50 S&P 500
<S> <C> <C> <C>
1/1/92 $100.00 $100.00 $100.00
122.57 106.57 102.76
127.33 112.74 104.72
142.72 110.20 106.93
12/31/92 161.14 127.42 113.35
211.56 136.95 118.41
149.38 136.69 118.99
152.77 140.69 122.06
12/31/93 146.23 134.48 124.89
158.56 132.08 120.16
175.47 142.01 120.66
183.62 138.97 126.56
12/31/94 161.68 127.62 126.06
211.34 144.71 138.86
261.60 165.40 152.12
331.04 192.02 164.21
12/31/95 341.36 204.40 174.09
347.65 226.11 183.44
337.22 227.11 191.67
317.90 255.00 197.59
12/31/96 342.88 289.14 214.07
</TABLE>
- ------------------------
1. Assumes $100 invested on January 1, 1992, in the Company's Common Stock, S&P
500 Index and KBW 50 Index and assumes quarterly dividend reinvestment.
- ------------------------
TRANSACTIONS WITH MANAGEMENT AND OTHERS
The Company and the Bank have had, and expect to have in the future, banking
and other transactions in the ordinary course of business with BTM and with its
affiliates and associates. During the year ending December 31, 1996, such
transactions included, but were not limited to, origination, participation,
servicing and remarketing of loans and leases, purchase and sale of acceptances
and interest rate derivatives, foreign exchange transactions, funds transfers,
custodianships, electronic data processing, investment advice and management,
deposits and trust services. In the opinion of management, such transactions
were made at prevailing rates, terms and conditions and do not involve more than
the normal risk of collectibility or represent other unfavorable features.
In addition, the Bank has had and expects in the future to have banking
transactions in the ordinary course of its business with many of the Company's
directors and executive officers and their associates, including transactions
with corporations and other entities of which such persons are directors,
officers or controlling shareholders, on substantially the same terms (including
interest rates and collateral) as those prevailing at the time for comparable
transactions with others. The loans included among such transactions do not
involve more than the normal risk of collectibility or present other unfavorable
features at the time such loans were made.
Loans by the Bank to directors and executive officers of the Company and to
entities controlled by them are subject to limitations as to amount and purpose
as prescribed by the Federal Reserve Act. For example, extensions of credit by
the Bank in excess of $500,000 to directors and executive officers of the
Company and their related interests
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require the prior approval of a majority of disinterested directors of the Bank.
All extensions of credit to such persons must be made on nonpreferential terms.
In addition, the Bank may not extend credit in excess of $100,000 to any
executive officer of the Bank, unless the purpose is to finance the education of
the officer's children or the purchase, construction, maintenance or improvement
of the officer's residence.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The following persons served as members of the Executive Compensation and
Benefits Committee during 1996: Richard D. Farman, Chairman; Jack L. Hancock;
Carl W. Robertson; and Henry T. Swigert. In the case of each such director
(except Jack L. Hancock), either the individual director, or an entity
controlled by the director had loans or other extensions of credit outstanding
from the Bank during 1996. These loans were made in the ordinary course of
business and on substantially the same terms, including interest rates and
collateral, as those prevailing at the time of comparable transactions with
other persons. Such loans did not involve more than the normal risk of
collectibility or present unfavorable features at the time they were made.
COMPLIANCE WITH SECTION 16(A) OF THE 1934 ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors, executive officers and holders of more than 10% of a
registered class of the Company's equity securities to file with the Securities
and Exchange Commission ("SEC") and Nasdaq reports of ownership and changes in
ownership of any equity securities of the Company. Officers, directors and
greater than ten percent (10%) shareholders are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms they file. Based
solely on its review of the copies of such forms received by it, or written
representations from certain reporting persons that all required forms were
filed, the Company believes that, during 1996, all Section 16 filing
requirements applicable to its officers and directors were complied with.
VI. SHAREHOLDER PROPOSALS FOR 1998 PROXY STATEMENT
Shareholders who expect to present a proposal at the 1998 Annual Meeting of
Shareholders for publication in the Company's proxy statement and action on the
proxy form for such meeting must submit their proposal by November 27, 1997. The
proposal must be mailed to the Secretary of the Company at the Company's
principal office, 350 California Street mail code H-1221, San Francisco, CA
94104.
VII. OTHER MATTERS
The Board of Directors does not know of any business to be presented for
action at the Annual Meeting other than that set forth in the Notice of Annual
Meeting of Shareholders. However, if other business properly comes before the
meeting, the persons named in the accompanying form of proxy intend to vote on
such matters in accordance with their best judgment.
By Order of the Board of Directors,
[SIG]
DONALD R. MEYER
SECRETARY
Dated: May 7, 1997
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EXHIBIT A
UNIONBANCAL CORPORATION MANAGEMENT STOCK PLAN
1. ESTABLISHMENT, PURPOSE AND DEFINITIONS.
(a) Union Bank, adopted the Union Bank Management Stock Plan, effective
January 1, 1990 (the "Prior Plan"). Effective April 1, 1996, BanCal
Tri-State Corporation, a Delaware bank holding company, combined with
Union Bank, with Union Bank being the surviving corporation (the
"Combination"). Union Bank thereafter changed its name to UnionBanCal
Corporation ("UNBC") and gave up its banking and trust powers to operate
as a bank holding company. As the surviving entity of the Combination,
UNBC continued to be the sponsor of the Prior Plan. This UnionBanCal
Corporation Management Stock Plan (the "Plan") was adopted by the Board
on March 26, 1997, effective upon the approval of UNBC's shareholders, as
an amendment and restatement of the Prior Plan; provided, however, that
the Plan is approved within 12 months after March 26, 1997, and on or
prior to the date of the first annual meeting of UNBC's shareholders held
subsequent to the acquisition of Common Stock by a Participant pursuant
to the Plan. Notwithstanding any provision of the Plan or of any Option
Agreement to the contrary, no Option may be exercisable and no Common
Stock may be granted pursuant to the Plan prior to such shareholder
approval.
(b) The purpose of the Plan is to provide a means whereby:
(i) Employees may be given an opportunity to purchase shares of Common
Stock pursuant to options which may qualify as incentive stock
options under Section 422 of the Code (referred to as "incentive
stock options");
(ii) Employees and Non-Employee Directors may be given an opportunity to
purchase shares of Common Stock pursuant to options which do not so
qualify (referred to as "nonqualified stock options"); and
(iii) Employees and Non-Employee Directors may acquire Stock for such
consideration (if any) and subject to such restrictions (if any) as
the Committee of UNBC determines appropriate.
(c) Definitions.
(i) AWARD refers collectively to Common Stock grants, Common Stock sales
and Options to purchase Common Stock, made pursuant to the Plan.
(ii) BOARD refers to UNBC's board of directors.
(iii) CODE refers to the Internal Revenue Code of 1986, as amended.
Reference in the Plan to any Section of the Code shall be deemed to
include any amendments or successor provisions to such Section and
any regulations under such Section.
(iv) COMMITTEE refers to the Executive Compensation and Benefits
Committee of UNBC's Board.
(v) COMMON STOCK refers to the Common Stock of UNBC.
(vi) FAIR MARKET Value as of any specified date refers to the closing
per share price of the Common Stock on the Nasdaq National Market
on that date, or if no price is reported on that date, on the last
preceding date on which such price of the Common Stock is reported.
(vii) EMPLOYEE refers to any common law employee of UNBC or its
Subsidiaries except: (1) any independent contractor retained to
perform services for UNBC or its Subsidiaries, including
consultants; and (2) any person who provides services to UNBC or
its Subsidiaries pursuant to an agreement between UNBC or its
Subsidiaries and any other person or organization.
(viii) NON-EMPLOYEE DIRECTOR refers to a member of the Board who is not an
Employee.
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(ix) OPTION refers to an Award granted under Section 6 of the Plan and
includes both incentive stock options and nonqualified stock
options.
(x) OPTION AGREEMENT refers to a written agreement between UNBC and an
Employee or Non-Employee Director with respect to an Option.
(xi) OPTIONEE refers to an Employee or Non-Employee Director who has
been granted an Option.
(xii) OUTSIDE DIRECTOR refers to a member of the Board who qualifies as
an "outside director" as such term is used in Section 162(m) of the
Code and defined in any applicable Treasury regulations promulgated
thereunder, including Treasury regulation 1.162-27(e)(3). Such
member must also qualify as a Non-Employee Director under Rule
16b-3(b)(3) of the general Rules and Regulations of the Securities
and Exchange Commission under the Securities Exchange Act of 1934,
as amended.
(xiii) PARTICIPANT refers to a recipient of an Award.
(xiv) SUBSIDIARIES refers to subsidiary corporations, as defined in
Section 424(f) of the Code (but substituting "UNBC" for "employer
corporation"), including Subsidiaries of UNBC which become such
after the adoption of the Plan.
2. ADMINISTRATION OF THE PLAN.
(a) The Plan shall be administered by the Committee, which shall be composed
as hereinafter set forth in Section 2(b).
(b) The Committee shall consist solely of not less than two Outside
Directors elected by the Board. The Board may from time to time increase
(and thereafter may decrease) the size of the Committee, elect or remove
members thereto (with or without cause) and fill any vacancies however
created; provided, however, that the minimum number of members on the
Committee must be two.
(c) The Committee shall meet at such times and places and upon such notice
as the Committee's Chair determines. A majority of the Committee shall
constitute a quorum. Any acts by the Committee may be taken at any
meeting at which a quorum is present and shall be by majority vote of
those members entitled to vote.
(d) The Committee shall determine which employees of UNBC or its
Subsidiaries shall be granted Awards under the Plan, the timing of such
Awards, the terms thereof and the number of shares of Common Stock
subject to each Award.
(e) The Committee shall have the sole authority, in its absolute discretion,
to adopt, amend and rescind such rules and regulations as, in its
opinion, may be advisable in the administration of the Plan, to construe
and interpret the Plan, its rules and regulations, and the instruments
evidencing Awards granted under the Plan, and to make all other
determinations deemed necessary or advisable for the administration of
the Plan. All decisions, determinations and interpretations of the
Committee shall be binding on all Participants.
3. STOCK SUBJECT TO THE PLAN.
(a) Awards may be granted under the Plan to eligible persons for an
aggregate of not more than 2,200,000 shares of Common Stock, which
includes 200,000 shares of Common Stock approved under the Prior Plan by
the shareholders at the annual shareholder's meeting on March 28, 1990,
plus a 1,000,000 share increase in the number of shares of Common Stock
authorized in the First Amendment to the Prior Plan effective February 1,
1991, and a 1,000,000 share increase in the number of shares of Common
Stock authorized in the Plan, effective May 28, 1997. The First Amendment
to the Plan was approved by the annual shareholder's meeting on March 27,
1991. The 1,000,000 share increase will be approved by the annual
shareholder's meeting on May 28, 1997. If an Option is surrendered for
cash or other consideration or for any other reason
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ceases to be exercisable in whole or in part, the shares of Common Stock
which were subject to such Option but as to which the Option had not been
exercised shall continue to be available under the Plan. If Common Stock
is granted or sold subject to restrictions and is subsequently forfeited,
the forfeited shares shall again be available for Awards under the Plan.
(b) If there is any change in the Common Stock subject to the Plan or the
Common Stock subject to any Award granted under the Plan, through merger,
consolidation, reorganization, recapitalization, reincorporation, stock
split, stock dividend (in excess of 2%), or other change in the corporate
structure of UNBC, the Board and the Committee shall make appropriate
adjustments in order to preserve but not to increase the benefits to the
Participants, including adjustments in the aggregate number of shares of
Common Stock subject to the Plan and the number of shares of Common Stock
and the Fair Market Value subject to outstanding Awards.
4. ELIGIBILITY. Persons who shall be eligible to have Awards granted to them
shall be such Employees and Non-Employee Directors as the Committee, in its
discretion, shall designate from time to time. Only Employees shall be
eligible to receive incentive stock options. Employees on rotational
assignment from The Bank of Tokyo-Mitsubishi, Ltd. may not participate in
the Plan. "Rotational assignment" means the transfer of an employee to UNBC
or its Subsidiaries on assignment for a limited period of time with the
intent to return to employment with The Bank of Tokyo-Mitsubishi, Ltd. or
with an affiliate of The Bank of Tokyo-Mitsubishi, Ltd., except UNBC or its
Subsidiaries, after the assignment is completed.
5. OPTION EXERCISE PRICE. The exercise price of the Common Stock covered by
each Option shall not be less than the Fair Market Value of such Common
Stock on the date the Option is granted. Notwithstanding the foregoing, in
the case of an incentive stock option granted to a person possessing more
than 10% of the combined voting power of UNBC or its Subsidiaries, the
exercise price shall not be less than 110% of the Fair Market Value of the
Common Stock on the date the Option is granted. The exercise price of an
Option shall be subject to adjustment to the extent provided in Section
3(b), above.
6. TERMS AND CONDITIONS OF OPTIONS.
(a) Each Option granted pursuant to the Plan shall be evidenced by an Option
Agreement executed by the Union Bank of California, N.A. ("UBOC")
Director of Human Resources or his or her designee and the person to whom
such option is granted.
(b) The Committee shall determine the term of each Option granted under the
Plan, but the term of each Option shall be for no more than ten years;
provided, however, that in the case of an Option granted to a person
possessing more than 10% of the combined voting power of UNBC or its
Subsidiaries, the term of each incentive stock option shall be for no
more than five years.
(c) In the case of incentive stock options, the aggregate Fair Market Value
(determined as of the time such option is granted) of the Common Stock
with respect to which incentive stock options are exercisable for the
first time by the Optionee in any calendar year (under the Plan and any
other plans of UNBC or its Subsidiaries) shall not exceed $100,000.
(d) An Option Agreement may contain such other terms, provisions and
conditions as may be determined by the Committee (not inconsistent with
the Plan), including, without limitation, stock appreciation rights with
respect to Options granted under the Plan. If an Option, or any part
thereof, is intended to qualify as an incentive stock option, the Option
Agreement shall contain those terms and conditions which are necessary to
so qualify it as required by Section 422 of the Code.
(e) Each incentive stock option granted pursuant to the Plan shall, during
the Optionee's lifetime, be exercisable only by him, and neither the
incentive stock option nor any right hereunder shall be transferable by
the Optionee by operation of law or otherwise other than by will or the
laws of descent and distribution. The
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transferability of a nonqualified stock option will be established in the
Option Agreement to be entered into between UNBC and the Optionee.
(f) The maximum number of shares of Common Stock with respect to which the
Committee may make Awards during any calendar year to any Employee or any
Non-Employee Director shall not exceed 50,000.
7. STOCK APPRECIATION RIGHTS. The Committee may, under such terms and
conditions as it deems appropriate, authorize the surrender by an Optionee
of all or part of an unexercised Option and authorize a payment in
consideration therefor in an amount equal to the difference obtained by
subtracting the Option exercise price of the shares then subject to exercise
under such Option from the Fair Market Value of the Common Stock represented
by such shares on the date of surrender, provided that the Committee
determines that such settlement is consistent with the purpose of the Plan.
Such payment may be made in shares of Common Stock valued at their Fair
Market Value on the date of surrender of such Option or in cash, or partly
in shares and partly in cash. Acceptance of surrender and the manner of
payment shall be in the discretion of the Committee. Any payments of cash
under this Section shall be from the general assets of UNBC. Notwithstanding
anything to the contrary herein, the maximum number of shares of Common
Stock with respect to which the Committee may award stock appreciation
rights during any calendar year to any Employee or any Non-Employee Director
shall not exceed 50,000.
8. COMMON STOCK GRANTS AND COMMON STOCK SALES. The Committee may, in its
discretion, issue Common Stock, with or without consideration, to eligible
persons as compensation for services rendered to UNBC or its Subsidiaries,
on whatever basis and subject to such terms and conditions as the Committee
determines. The terms and conditions of such an Award shall be evidenced by
a written agreement executed by UNBC and the Participant.
9. RESTRICTIONS ON TRANSFER OF COMMON STOCK. Common Stock acquired under the
Plan shall be subject to such restrictions and agreements regarding vesting,
sale, assignment, encumbrance or other transfer as the Committee deems
appropriate at the time of making an Award; subject, however, to compliance
with applicable state and federal laws.
10. USE OF PROCEEDS. Any cash proceeds realized from the sale of Common Stock
pursuant to the Plan or from the exercise of Options granted under the Plan
shall constitute general funds of UNBC.
11. AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN.
(a) The Board may at any time amend, suspend or terminate the Plan as it
deems advisable; provided, however, except as provided in Section 3(b),
above, the Board shall not amend the Plan in the following respects
without the consent of UNBC's shareholders then sufficient to approve the
Plan in the first instance:
(i) to increase the maximum number of shares of Common Stock subject to
the Plan; or
(ii) to change the designation or class of persons eligible to receive
Awards under the Plan.
(b) No Award may be granted during any suspension or after the termination
of the Plan, and no amendment, suspension or termination of the Plan
shall, without the Participant's consent, alter or impair any rights or
obligations under any Award previously made under the Plan.
(c) The Plan shall terminate ten years from the original date of adoption of
the Plan, unless previously terminated by the Board pursuant to this
Section 11.
(d) Upon a termination of the Plan, UNBC or the Committee may authorize the
surrender by an Optionee of all or part of an unexercised Option and
authorize a payment in consideration therefor in the same manner as if
the Participant had surrendered an Option under Section 7 regarding stock
appreciation rights. The payment
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received by the Optionee pursuant to this Section 11(d) shall not be
considered remuneration for services performed by the Optionee under
Section 162(m) of the Code.
12. CONSIDERATION. Payment of the exercise price of an Option or payment of any
consideration required for an Award granted under the Plan shall be made in
cash; provided, however, that the Committee, in its sole discretion, may
permit a Participant to pay the exercise or purchase price in whole or in
part by delivery (on a form prescribed by the Committee) of an irrevocable
direction to a securities broker approved by the UBOC Director of Human
Resources or his or her designee to sell shares and deliver all or a portion
of the proceeds to UNBC in payment for the Common Stock.
13. PERFORMANCE-BASED COMPENSATION. The Plan shall be interpreted to be in
compliance with requirements under Section 162(m) of the Code and all
applicable Treasury Regulations promulgated thereunder so that grants of
Options or Stock Appreciation Rights under the Plan will be treated as
"Performance-Based Compensation" as such term is used in Section
162(m)(4)(C) of the Code. To the extent that any provision in the Plan would
cause the Options or Stock Appreciation Rights not to be treated as
"Performance-Based Compensation" under Section 162(m)(4)(C) of the Code,
such provision will be stricken from the Plan, and the remaining provisions
shall nevertheless continue in full force and effect without being impaired
or invalidated.
IN WITNESS WHEREOF, the undersigned have executed the UnionBanCal
Corporation Management Stock Plan, at San Francisco, California, on this day
of , 1997.
UNIONBANCAL CORPORATION
By: Kanetaka Yoshida
PRESIDENT AND CHIEF EXECUTIVE OFFICER
UNION BANK OF CALIFORNIA, N.A.
By: Paul E. Fearer
DIRECTOR OF HUMAN RESOURCES
Date Approved By Executive Compensation and Benefits Committee:
Date Adopted By UnionBanCal Corporation Board of Directors:
Date Approved By Shareholders:
Effective Date:
A-5
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EXHIBIT B
1997 UNIONBANCAL CORPORATION
PERFORMANCE SHARE PLAN
1. ESTABLISHMENT, PURPOSE, GENERAL DESCRIPTION, AND DEFINITIONS
(a) The 1997 UnionBanCal Corporation (the "Company" or "UNBC") Performance
Share Plan (the "PSP" or the "Plan") shall be effective upon approval by
the shareholders of UNBC, including the authorization to commence the
first Performance Cycle under the Plan retroactively as of January 1,
1997.
(b) The purpose of the Plan is to provide a means whereby employees of UNBC
and its Subsidiaries may be given an opportunity to earn cash long-term
incentive awards ("Performance Shares"). The objectives of providing this
incentive award opportunity include:
(1) focusing Participants on financial performance measures that result
in the creation of shareholder value;
(2) rewarding Participants commensurate to the Company's financial
performance relative to Peer Banks;
(3) rewarding Participants for longer-term, sustained financial
performance;
(4) providing an appropriate risk orientation within the overall
compensation program;
(5) providing compensation levels consistent with the desired competitive
positioning, commensurate with financial performance;
(6) emphasizing team (i.e., Company) performance results; and
(7) linking the value of incentive awards to the price of UNBC stock.
(c) Each Participant will be granted a Target Award pursuant to Section 6 of
the Plan at the beginning of each Performance Cycle, based upon position
level, desired pay positioning, other long-term incentive grants, and
other considerations deemed pertinent by the Committee. Each Participant
may earn from zero times to two times the Target Award pursuant to
Section 7 of the Plan, based upon the Company's performance. Once the
Target Awards are earned by the Participant, they shall be referred to as
Earned Awards. The value payable to the Participants for their Earned
Awards is set forth in Section 9 of the Plan.
(d) Definitions include:
(1) AVERAGE PRICE refers to the average month-end closing price of UNBC
Common Stock for the six months immediately preceding the end of a
Performance Cycle (i.e., July through December), as published in the
west coast edition of the Wall Street Journal.
(2) BOARD refers to UNBC's Board of Directors.
(3) CODE refers to the Internal Revenue Code of 1986, as amended.
Reference in the Plan to any Section of the Code shall be deemed to
include any amendments or successor provisions to such Section and any
regulations under such Section.
(4) COMMITTEE refers to the Executive Compensation and Benefits Committee
of UNBC's Board.
(5) COMMON STOCK refers to the Common Stock of UNBC.
(6) EARNED AWARD refers to the number of Performance Shares actually
earned for a Performance Cycle under this Plan.
(7) EMPLOYEE refers to any common law employee of UNBC or its
Subsidiaries except: (1) any independent contractor retained to
perform services for UNBC or its Subsidiaries, including consultants;
and (2) any
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person who provides services to UNBC or its Subsidiaries pursuant to
an agreement between UNBC or its Subsidiaries and any other person or
organization.
(8) OUTSIDE DIRECTOR refers to a member of the Board who qualifies as an
"outside director" as such term is used in Section 162(m) of the Code
and defined in any applicable Treasury regulations promulgated
thereunder.
(9) PARTICIPANT refers to a recipient of a Target Award.
(10) PEER BANKS ("Peers") refers to the group of bank and bank holding
companies designated by the Committee for use in comparing UNBC's
performance for purposes of this Plan. From time to time, the
Committee may deem it necessary to revise the composition of the Peer
Banks.
(11) PERFORMANCE CYCLE ("Cycle") refers to a period of time consisting of
three consecutive fiscal years.
(12) PERFORMANCE SHARE refers to an award unit.
(13) PERFORMANCE SHARE AGREEMENT refers to a written agreement between
UNBC and a Participant with respect to a Target Award.
(14) SUBSIDIARIES refers to subsidiary corporations, as defined in
Section 424(f) of the Code (but substituting "UNBC" for "employer
corporation"), including Subsidiaries of UNBC which become such after
the adoption of the Plan.
(15) TARGET AWARD refers to a Performance Share grant made pursuant to
the Plan.
2. ADMINISTRATION OF THE PLAN
(a) The Plan shall be administered by the Executive Compensation and
Benefits Committee (the "Committee") of UNBC's Board of Directors (the
"Board"), which shall be composed as hereinafter set forth in Section
2(b).
(b) The Committee shall consist solely of not less than two Outside
Directors elected by the Board. The Board may from time to time increase
(and thereafter may decrease) the size of the Committee, elect or remove
members thereto (with or without cause) and fill any vacancies however
created; provided, however, that the minimum number of members on the
Committee must be two.
(c) The Committee shall meet at such times and places and upon such notice
as the Committee's Chair determines. A majority of the Committee shall
constitute a quorum. Any acts by the Committee may be taken at any
meeting at which a quorum is present and shall be by majority vote of
those members entitled to vote.
(d) The Committee shall determine which Employees of UNBC or its
subsidiaries shall be granted awards under the Plan, the timing of such
awards, the terms thereof and the number of Performance Shares subject to
each award.
(e) The Committee shall have the sole authority, in its absolute discretion,
to adopt, amend and rescind such rules and regulations as, in its
opinion, may be advisable in the administration of the Plan, to construe
and interpret the Plan, its rules and regulations, and the instruments
evidencing awards granted under the Plan, and to make all other
determinations deemed necessary or advisable for the administration of
the Plan. All decisions, determinations and interpretations of the
Committee shall be binding on all Participants.
3. PERFORMANCE SHARES SUBJECT TO THE PLAN
(a) Target Awards may be granted under the Plan to Participants for an
aggregate of not more than 200,000 Performance Shares. Performance Shares
that are forfeited shall again be available for Target Awards under the
Plan.
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(b) The maximum number of Performance Shares with respect to which the
Committee may grant Target Awards during any calendar year to any
Participant shall not exceed 20,000.
(c) If there is any change in the Company's Common Stock through merger,
consolidation, reorganization, recapitalization, reincorporation, stock
split, stock dividend (in excess of 2%), or other change in the corporate
structure of UNBC, the Board and the Committee shall make appropriate
adjustments in order to preserve but not to increase the benefits to the
Participants, including adjustments in:
(1) the aggregate number of Performance Shares subject to the Plan;
(2) the maximum number of Performance Shares that may be awarded to any
Participant during any calendar year; and,
(3) the number and value of Performance Shares subject to outstanding
Target Awards.
4. ELIGIBILITY
Persons who shall be eligible to have Target Awards granted to them shall be
such Employees as the Committee, in its discretion, shall designate from
time to time. A Participant may be granted a pro-rata Target Award for a
Performance Cycle which has already begun, provided that participation
begins before the start of the final fiscal year of the Cycle.
5. PERFORMANCE CYCLES
A new Performance Cycle begins at the start of each Company fiscal year and
continues until the end of the third consecutive fiscal year.
6. TARGET AWARD
Each Participant will be granted a Target Award at the beginning of each
Performance Cycle. The size of the Target Award (I.E., the number of
Performance Shares granted) is based on position level, desired pay
positioning, other long-term incentive grants, and any other considerations
deemed pertinent by the Committee. Participants may earn from zero times to
two times the Target Award based on UNBC's performance, as described in
Section 7.
7. PERFORMANCE MEASUREMENT AND EARNING OF AWARDS
Performance Shares are earned based on UNBC's financial performance results
relative to the Peer Banks during the respective Performance Cycle, stated
as a percentile ranking where 100% represents the best performing Peer and
0% represents the worst performing Peer. At the beginning of each
Performance Cycle, the Committee shall establish the specific performance
measure or measures to be used and the schedule for calculating the number
of Performance Shares (as a multiple of the Target Award) actually earned.
Participants will earn Performance Shares only upon the attainment of the
performance goals established by the Committee. In addition, prior to the
payment for Earned Awards, the Committee will certify in its approved
minutes that the performance goals were in fact met.
8. EXTRAORDINARY EVENTS
If extraordinary events occur during a Performance Cycle which alter the
basis upon which the performance measurement(s) is calculated, such
calculation may be adjusted, with the Committee's approval, to exclude the
effect of these events. Events warranting such action may include, but are
not limited to, major acquisitions or divestitures, significant changes in
accounting practices, or a recapitalization of the Company. Notwithstanding
the foregoing, the Committee shall not have the discretion to increase the
amount of compensation payable that would otherwise be due upon attainment
of the goals.
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9. VALUE AND PAYMENT OF EARNED AWARDS
The value payable to a Participant shall equal the Earned Award multiplied
by the Average Price. Payment shall be made in cash within 120 days
following the end of the Performance Cycle or deposited to the Participant's
account if deferred under a Company-sponsored deferral plan.
10. WITHHOLDING
The Company or its Subsidiaries shall, to the extent required by law, have
the right to deduct from payments of any kind otherwise due to the recipient
the amount of any federal, state or local taxes required by law to be
withheld with respect to the amounts earned under the Plan.
11. TERMINATION OF EMPLOYMENT
Termination of employment with the Company or its Subsidiaries prior to the
end of the Performance Cycle for any reason (whether voluntary or
involuntary) shall result in forfeiture of all opportunity to receive an
Earned Award under the Plan, notwithstanding the following exceptions. In
the event of termination by reason of death, Permanent Disability, or
Retirement, the Participant (or the Participant's beneficiary or estate in
the event of death) will be eligible to receive a pro-rata Earned Award
based on the time employed during the Performance Cycle, rounded to the
nearest complete month. Payment of pro-rata Earned Awards shall be governed
by all other applicable provisions of this Plan.
Notwithstanding these or any other provisions of the Plan, the Committee
may, in its sole discretion, authorize continued participation, proration,
or early distribution (or a combination thereof) of Earned Awards which
would otherwise be forfeited.
12. DESIGNATION OF BENEFICIARIES
A Participant may designate a beneficiary or beneficiaries to receive, in
the event of the Participant's death, all or part of the amounts to be
distributed to the Participant under the Plan. A designation of beneficiary
may be replaced by a new designation or may be revoked by the Participant at
any time. A designation or revocation shall be on a form to be provided for
such purpose and shall be signed by the Participant and delivered to the
Company prior to the Participant's death. Any amount that is distributable
to a Participant upon death and is not subject to such a designation shall
be distributed to the Participant's estate. If there shall be any question
as to the legal right of any beneficiary to receive a distribution under the
Plan, the amount in question may be paid to the estate of the Participant,
in which event the Company shall have no further liability to anyone with
respect to such amount.
13. EMPLOYEE RIGHTS
A Participant may not assign or transfer his or her rights under the Plan,
except as expressly provided under the Plan, and any attempt to do so will
invalidate those rights.
No Employee has a claim or right to be a Participant in the Plan, to
continue as a Participant, or to be granted Target Awards under the Plan.
The Company and its Subsidiaries are not obligated to give uniform treatment
to Participants. Participation in the Plan does not give a Participant the
right to be retained in the employment of the Company or its Subsidiaries,
nor does it imply or confer any other employment rights. Nothing contained
in the Plan will be construed to create a contract of employment with any
Participant. Nothing contained in the Plan will be deemed to require the
Company or its Subsidiaries to deposit, invest or set aside amounts for the
payments of any Earned Awards, nor will anything be deemed to give any
Participant any ownership, security, or other rights in any assets of the
Company or its Subsidiaries.
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14. AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN
(a) The Board may at any time amend, suspend or terminate the Plan as it
deems advisable; provided, however, except as provided in Section 3(b)
above, the Board shall not amend the Plan in the following respects
without the consent of UNBC's shareholders then sufficient to approve the
Plan in the first instance:
(1) to increase the aggregate number of Performance Shares subject to the
Plan; or
(2) to change the designation or class of persons eligible to receive
Target Awards under the Plan.
(b) No Target Award may be granted during any suspension or after the
termination of the Plan, and no amendment, suspension or termination of
the Plan shall, without the Participant's consent, alter or impair any
rights or obligations under any Award previously made under the Plan.
(c) Upon a termination of the Plan, UNBC or the Committee may authorize the
surrender by a Participant of all or part of a Target Award and authorize
a payment in consideration therefor. The payment received by the
Participant shall not be considered remuneration for services performed
by the Participant under Section 162(m) of the Code.
15. APPLICABLE LAW AND VALIDITY
The Plan shall be governed by and construed in accordance with the laws of
the State of California and the Code. In the event any provision of the Plan
is held invalid, void, or unenforceable, the same shall not affect, in any
respect whatsoever, the validity of any other provision of the Plan. The
Plan shall be interpreted to be in compliance with the requirements under
Section 162(m) of the Code and all applicable Treasury Regulations
promulgated thereunder so that payments of Earned Awards under the Plan will
be treated as "Performance-Based Compensation" as such term is used in
Section 162(m)(4)(C) of the Code. To the extent that any provision in the
Plan would cause the payment of Earned Awards not to be treated as
"Performance-Based Compensation" under Section 162(m)(4)(C) of the Code,
such provision will be stricken from the Plan, and the remaining provisions
shall nevertheless continue in full force and effect without being impaired
or invalidated.
IN WITNESS WHEREOF, the undersigned have executed this 1997 UnionBanCal
Corporation Performance Share Plan, at San Francisco, California, on this day
of , 1997.
UNIONBANCAL CORPORATION
By: Kanetaka Yoshida
PRESIDENT AND CHIEF EXECUTIVE OFFICER
UNION BANK OF CALIFORNIA, N.A.
By: Paul E. Fearer
DIRECTOR OF HUMAN RESOURCES
Date Approved By Executive Compensation and Benefits Committee:
Date Adopted By UnionBanCal Corporation Board of Directors:
Date Approved By Shareholders:
Effective Date:
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UNIONBANCAL CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS
MAY 28, 1997
Takahiro Moriguchi and Yasuhiro Koyama, or either of them, each with the
power of substitution, is hereby authorized to represent and to vote the
Common Stock of the undersigned at the Annual Meeting of Shareholders of
UnionBanCal Corporation, to be held at 10:30 A.M. on Wednesday, May 28, 1997,
at the Mandarin Oriental Hotel, Embassy Room, 222 Sansome Street, San
Francisco, California, or any adjournment thereof as follows:
Unless otherwise marked, this proxy will be voted FOR the election of the
nominees named, and FOR Proposals 2, 3, and 4.
<PAGE>
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY / /
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<S> <C>
FOR AGAINST ABSTAIN
1. Proposal 1. ELECTION OF DIRECTORS/NOMINEES 2. Proposal to approve the amendment and / / / / / /
R. Farman, S. Farrar, H. Gallegos, J. Hancock, restatement of the Union Bank Management
R. Hartnack, R. Henderson, H. Low, M. Metz, R. Miles, Stock Plan.
T. Moriguchi, S. Nakahara, J. Niebla, M. Noda,
S. Petersen, C. Robertson, C. Scott, H. Swigert, FOR AGAINST ABSTAIN
T. Wakai, R. Walker, B. Wilson, 3. Proposal to approve the 1997 UnionBanCal / / / / / /
T. Yamaguchi, and K. Yoshizawa. Corporation Performance Share Plan.
(INSTRUCTIONS: to withhold authority to vote for FOR AGAINST ABSTAIN
any individual nominee, write such names or name 4. Proposal to ratify the selection of / / / / / /
in the space provided below.) Deloitte & Touche LLP as independent
___________________________________________________ auditors for the UnionBanCal Corporation
for the year ending December 31, 1997.
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT This proxy will be voted as specified, or
/ / / / / / if no choice is specified, will be voted
FOR proposals 1, 2, 3, and 4.
(Please sign EXACTLY as your name appears on your stock
certificate and this proxy. Executors, administrators, Dated __________________________, 1997
trustees, guardians, attorneys, etc., should give their full
title. If signer is a corporation, please give full corporate _______________________________________
name and sign by a duly authorized officer, stating the Signature
officer's title. If a partnership, please sign in partnership _______________________________________
name by authorized person.) Signature, if held jointly
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