UNIONBANCAL CORP, 10-K405/A, 1997-04-29

UNIONBANCAL CORP
10-K405/A, 1997-04-29
NATIONAL COMMERCIAL BANKS

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K/A

/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934, FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.

COMMISSION FILE NUMBER 0-28118.

UNIONBANCAL CORPORATION
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C>
CALIFORNIA 94-1234979
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
</TABLE>

350 CALIFORNIA STREET, SAN FRANCISCO, CA 94104-1476
(Address of Principal Executive Offices)

Registrant's telephone number, including area code: (415) 705-7350

Securities registered pursuant to Section 12 (b) of the Act:

None

Securities registered pursuant to Section 12 (g) of the Act:

Common Stock
8 3/8% Noncumulative Preferred Stock, Series A

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.

__X__ Yes ______ No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /X/

As of February 28, 1997, the aggregate market value of voting stock held by
nonaffiliates of the registrant was $633,614,908. The aggregate market value was
computed by reference to the last sales price of such stock.

As of February 28, 1997, the number of shares outstanding of the registrant's
common stock was 54,768,421.

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<PAGE>
UNIONBANCAL CORPORATION (THE "COMPANY") FILED ITS ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 1996, INTENDING TO INCORPORATE BY REFERENCE THE
INFORMATION REQUIRED BY PART III FROM ITS PROXY STATEMENT FOR THE 1997 ANNUAL
MEETING OF SHAREHOLDERS TO BE FILED WITHIN 120 DAYS OF DECEMBER 31, 1996.
BECAUSE THE PROXY STATEMENT WILL NOT BE FILED WITHIN SUCH PERIOD, THIS FORM
10-K/A AMENDS THE COMPANY'S FORM 10-K TO PROVIDE THE INFORMATION REQUIRED BY
PART III OF FORM 10-K. CAPITALIZED TERMS NOT DEFINED HEREIN HAVE THE MEANINGS
ASSIGNED TO THEM IN THE COMPANY'S ORIGINAL FORM 10-K FOR THE YEAR ENDED DECEMBER
31, 1996.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following information is furnished with respect to the persons who
served as directors and/or executive officers of the Company for the 1996 fiscal
year: name, age, the number of shares of the Company's and BTM's Common Stock
beneficially owned by the person as of March 31, 1997, the person'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 COMMON STOCK OF THE
OF UNIONBANCAL BANK OF
CORPORATION TOKYO-MITSUBISHI, LTD.
OWNED BENEFICIALLY OWNED BENEFICIALLY
NAME AND PRINCIPAL OCCUPATIONS AS OF AS OF
DURING THE LAST FIVE YEARS AGE MARCH 31, 1997+ MARCH 31, 1997++
- ---------------------------------------- --- ------------------ ----------------------
<S> <C> <C> <C>
Alexander D. Calhoun.................... 71 4,000 1,000
Mr. Calhoun has been Of Counsel to the
law firm of Graham & James LLP since
July 1992, when he retired as partner.
He is a general partner of 3638
Washington Associates. Mr. Calhoun has
been a director of the Company since
March 1968.
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. Prior
thereto, 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.
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 October 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.
</TABLE>

2
<PAGE>
<TABLE>
<CAPTION>
SHARES OF SHARES OF
COMMON STOCK COMMON STOCK OF THE
OF UNIONBANCAL BANK OF
CORPORATION TOKYO-MITSUBISHI, LTD.
OWNED BENEFICIALLY OWNED BENEFICIALLY
NAME AND PRINCIPAL OCCUPATIONS AS OF AS OF
DURING THE LAST FIVE YEARS AGE MARCH 31, 1997+ MARCH 31, 1997++
- ---------------------------------------- --- ------------------ ----------------------
<S> <C> <C> <C>
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.
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 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 Bank of Tokyo, Ltd.'s
Capital Markets Division 2 from May
1992 to May 1993 and as President and
Managing Director of The 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.
</TABLE>

3
<PAGE>
<TABLE>
<CAPTION>
SHARES OF SHARES OF
COMMON STOCK COMMON STOCK OF THE
OF UNIONBANCAL BANK OF
CORPORATION TOKYO-MITSUBISHI, LTD.
OWNED BENEFICIALLY OWNED BENEFICIALLY
NAME AND PRINCIPAL OCCUPATIONS AS OF AS OF
DURING THE LAST FIVE YEARS AGE MARCH 31, 1997+ MARCH 31, 1997++
- ---------------------------------------- --- ------------------ ----------------------
<S> <C> <C> <C>
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 Bank of
Tokyo, Ltd. and as Chairman, President
and Chief Executive Officer of The
Bank of Tokyo, Trust Company from
November 1995 to April 1996. He also
served as the Managing Director of The
Bank of Tokyo, Ltd. from June 1992 to
July 1994. Mr. Nakahara has been a
director of the Company since July
1994.
J. Fernando Niebla...................... 57 -0- 105(7)
Mr. Niebla has served as Chairman and
Chief Executive Officer of Infotec
Commercial Systems since December
1995. Prior thereto, 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, N.A. 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
Mitsubishi Bank, Ltd. in Tokyo from
October 1990 through July 1992. Mr.
Noda has served as a director of the
Company since April 1996.
Hiroo Nozawa............................ 54 -0- 16,446
Mr. Nozawa has served as Deputy
Chairman and Chief Operating Officer
of the Company and the Bank since
April 1996. He served as Chairman,
President and Chief Executive Officer
of the former BanCal Tri-State
Corporation and the former Bank of
California, N.A. from March 1994 until
March 1996. He served as the General
Manager of the Corporate Banking
Division No. 1 of The Mitsubishi Bank,
Ltd. from June 1992 to December 1993.
He served as Executive Vice President
and General Manager for the North
American Administration of the North
American Headquarters of The
Mitsubishi Bank, Ltd. from July 1990
to June 1992. He served as a director
of The Mitsubishi Bank, Ltd. from June
1992 until March 1996. He also served
as a director of the former BanCal
Tri-State Corporation and the former
Bank of California, N.A. from January
1994 until March 1996. He has been a
director of The Bank of
Tokyo-Mitsubishi, Ltd. since April
1996. Mr. Nozawa has been a director
of the Company since April 1996.
</TABLE>

4
<PAGE>
<TABLE>
<CAPTION>
SHARES OF SHARES OF
COMMON STOCK COMMON STOCK OF THE
OF UNIONBANCAL BANK OF
CORPORATION TOKYO-MITSUBISHI, LTD.
OWNED BENEFICIALLY OWNED BENEFICIALLY
NAME AND PRINCIPAL OCCUPATIONS AS OF AS OF
DURING THE LAST FIVE YEARS AGE MARCH 31, 1997+ MARCH 31, 1997++
- ---------------------------------------- --- ------------------ ----------------------
<S> <C> <C> <C>
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 1994. 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.
Paul W. Steere.......................... 71 -0- 1,250
Mr. Steere has been a member of the
law firm of Bogle & Gates, P.L.L.C.
since 1966. He serves as a director of
Accordia Northwest, Inc., a subsidiary
of Accordia, Inc. A director of the
former Bank of California, N.A. from
April 1981 until March 1996, Mr.
Steere has been a director of the
Company since April 1996.
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.
Yuji Taniguchi.......................... 50 -0- 251
Mr. Taniguchi has served as Executive
Vice President and head of the Pacific
Rim Corporate Group of the Company and
the Bank since April 1996. He also has
served as General Manager of the Los
Angeles Branch of The Bank of
Tokyo-Mitsubishi, Ltd. since April
1996. He served as Executive Vice
President and head of the Pacific Rim
Corporate Group of the former Union
Bank from February 1995 until March
1996. He served as General Manager of
the Los Angeles Agency from February
1995 to March 1996, as General Manager
of the Yokohama-Ekimae Office from
February 1993 to February 1995, and as
Deputy General Manager of the Loan
Division from March 1990 to February
1993 of the former Bank of Tokyo, Ltd.
Mr. Taniguchi has served as director
of the Company since February 1995.
</TABLE>

5
<PAGE>
<TABLE>
<CAPTION>
SHARES OF SHARES OF
COMMON STOCK COMMON STOCK OF THE
OF UNIONBANCAL BANK OF
CORPORATION TOKYO-MITSUBISHI, LTD.
OWNED BENEFICIALLY OWNED BENEFICIALLY
NAME AND PRINCIPAL OCCUPATIONS AS OF AS OF
DURING THE LAST FIVE YEARS AGE MARCH 31, 1997+ MARCH 31, 1997++
- ---------------------------------------- --- ------------------ ----------------------
<S> <C> <C> <C>
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 Mitsubishi
Bank, Ltd. from June 1990 to 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.
Shota Yasuda............................ 48 -0- 3,570
Since April 1996, Mr. Yasuda has
served as the General Manager, North
American Planning Division for The
Bank of Tokyo-Mitsubishi, Ltd., a
position which he had held with the
former Mitsubishi Bank, Ltd. from
April 1994 to March 1996. Prior
thereto, from July 1992 to March 1994,
Mr. Yasuda served as Joint General
Manager for the New York branch of The
Mitsubishi Bank, Ltd. He was the Chief
Manager of the Corporate Banking
Division II of The Mitsubishi Bank,
Ltd., Tokyo from February 1990 to June
1992. Mr. Yasuda has served as a
director of the Company since April
1996.
Kanetaka Yoshida........................ 59 2,693 18,757
Mr. Yoshida has served as President
and Chief Executive Officer of the
Company and the Bank since April 1996.
He served as President and Chief
Executive Officer of the former Union
Bank from June 1993 until March 1996.
He served as Vice Chairman and Chief
Financial Officer of the former Union
Bank from October 1990 until June
1993. 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. Yoshida has served as a
director of the Company since
September 1990.
</TABLE>

6
<PAGE>
<TABLE>
<CAPTION>
SHARES OF SHARES OF
COMMON STOCK COMMON STOCK OF THE
OF UNIONBANCAL BANK OF
CORPORATION TOKYO-MITSUBISHI, LTD.
OWNED BENEFICIALLY OWNED BENEFICIALLY
NAME AND PRINCIPAL OCCUPATIONS AS OF AS OF
DURING THE LAST FIVE YEARS AGE MARCH 31, 1997+ MARCH 31, 1997++
- ---------------------------------------- --- ------------------ ----------------------
<S> <C> <C> <C>
Kenji Yoshizawa......................... 65 221 42,285
Mr. Yoshizawa has served as the Deputy
President and director of The Bank of
Tokyo, Ltd. and The Bank of
Tokyo-Mitsubishi, Ltd. since June
1990. 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 The 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 200,834 203,919
a group (35 persons):(1)(2)(4)(5)(6)....
</TABLE>

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+ 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.

(1) The 44,251,991 shares of Company Common Stock owned by BTM as of March 31,
1997, do not include the 4,693 of Company Common Stock owned by Kanetaka
Yoshida and Takahiro Moriguchi who are associated as officers or directors
of BTM.

(2) 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.

(3) 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.

(4) 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>

(5) 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>

(6) 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>

7
<PAGE>
(7) The shares indicated are held as American Depositary Shares, each of which
represents one share of BTM Common Stock.

(8) 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.

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.

ITEM 11. EXECUTIVE COMPENSATION
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 and 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
------------------------
RESTRICTED
STOCK PAYOUTS
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 and 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.

8
<PAGE>
(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.

STOCK OPTIONS

The following tables summarize grants and exercises of options to purchase
the Company's 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
UNDERLYING GRANTED TO EMPLOYEES IN EXERCISE EXPIRATION
OPTIONS GRANTED FISCAL YEAR PRICE DATE
--------------------- --------------------------- --------- -----------
<S> <C> <C> <C> <C>
Kanetaka Yoshida(3)............................ -0- 0.0% $ 0 -0-
Hiroo Nozawa(3)................................ -0- 0.0% $ 0 -0-
Richard Hartnack............................... 6,000 6.5% $ 54.875 03/29/06
Roy Henderson.................................. -0- 0.0% $ 0 -0-
Robert Walker.................................. 6,000 6.5% $ 54.875 03/29/06

<CAPTION>
GRANT DATE
PRESENT
VALUE(2)
---------------
<S> <C>
Kanetaka Yoshida(3)............................ $ 0
Hiroo Nozawa(3)................................ $ 0
Richard Hartnack............................... $ 108,060
Roy Henderson.................................. $ 0
Robert Walker.................................. $ 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.

9
<PAGE>
AGGREGATE OPTION EXERCISES IN THE LAST FISCAL YEAR (1996)
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF
UNEXERCISED
IN-THE-MONEY
NUMBER OF SECURITIES OPTIONS
UNDERLYING AT FISCAL
UNEXERCISED OPTIONS AT YEAR
FISCAL YEAR END END(1)(2)
SHARES ACQUIRED VALUE -------------------------- -----------
ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE
--------------- ---------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C>
Kanetaka Yoshida(3)............................... -0- $ 0 -0- -0- $ 0
Hiroo Nozawa(3)................................... -0- $ 0 -0- -0- $ 0
Richard Hartnack.................................. 9,999 $ 196,647 10,000 16,001 $ 147,500
Roy Henderson..................................... -0- $ 0 -0- -0- $ 0
Robert Walker..................................... -0- $ 0 19,999 16,001 $ 386,643

UNEXERCISABLE
-------------
<S> <C>
Kanetaka Yoshida(3)............................... $ 0
Hiroo Nozawa(3)................................... $ 0
Richard Hartnack.................................. $ 215,857
Roy Henderson..................................... $ 0
Robert Walker..................................... $ 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.

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, N.A. 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.

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, N.A. Retirement Plan. Employees of the
former Bank of California, N.A. entered the Union Bank of California, N.A.
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, N.A. Retirement Plan,
retiring at age 65, based on compensation and years of service to the Company,
its

10
<PAGE>
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 Internal Revenue
Code of 1986, as amended (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.

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 Messrs. 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 Benefit 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 limit 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 also 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, N.A.
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, N.A. 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

11
<PAGE>
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 also 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 Union Bank of California, N.A. 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,
N.A. 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 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.

12
<PAGE>
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.

- 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

13
<PAGE>
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.

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.

For 1997, the Company will propose certain amendments to the Union Bank
Management Stock Plan (the "Stock Plan"). Subject to shareholder approval, the
Stock Plan will be amended to, among other things, increase the number of shares
of the Company's Common Stock that may be issued pursuant to the Stock Plan to
2,200,000. The Stock Plan authorizes the issuance 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.

14
<PAGE>
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.

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, N.A. Deferred Compensation Plan. The average Treasury Constant
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 for other benefits and perquisites.

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 COMPENSATION

Mr. Yoshida'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. Mr. Yoshida 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 Mr. Yoshida'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 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 Stock Plan is treated
as performance-based under Code Section162(m) if (1) the grant is made by the
Committee, (2) the Stock 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 amendments to the Stock Plan
to be submitted to the Company's shareholders for approval at the 1997 Annual
Meeting incorporate changes

15
<PAGE>
which meet these criteria. Grants of restricted stock under the Stock Plan are
not considered performance-based compensation under Code Section162(m) of the
Code and Treasury Regulations promulgated thereunder. In addition, the new 1997
UnionBanCal Corporation Performance Share Plan to be submitted to shareholders
for approval is designed to provide compensation which is treated as
performance-based under Code Section162(m).

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

DIRECTOR COMPENSATION

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 nonofficer Committee Chairman is $5,000 pro-rated and
payable quarterly in advance. Alexander D. Calhoun has a consulting agreement
with the Company at a yearly fee of $18,000, under which he provides advice from
time to time on the general operation and administration of the Company.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The following persons served as members of the Executive Compensation and
Benefits Committee during all of 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.

16
<PAGE>
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

- ------------------------

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.

- ------------------------

17
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

On March 31, 1997, there were outstanding 54,770,421 shares of 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. 44,251,991 80.79%
7-1, Marunouchi 2-chome,
Chiyoda-ku,
Tokyo, 100, Japan
</TABLE>

For information regarding security ownership of directors and management
please see Item 10 of this Form 10-K/A.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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 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.

18
<PAGE>
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

<TABLE>
<S> <C>
UnionBanCal Corporation (Registrant)

By:
--------------------------------------------------
Kanetaka Yoshida
PRESIDENT AND CHIEF EXECUTIVE OFFICER

Date: April 23, 1997
</TABLE>

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the Company
and in the capacities and on the date indicated below.

<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------------------------------ ----------
<C> <S> <C>

------------------------------------------- Director
Alexander D. Calhoun

------------------------------------------- Director
Richard D. Farman

------------------------------------------- Director
Stanley F. Farrar

------------------------------------------- Director
Herman E. Gallegos

------------------------------------------- Director
Jack L. Hancock

------------------------------------------- Director
Richard C. Hartnack

------------------------------------------- Director
Roy A. Henderson

------------------------------------------- Director
Harry W. Low

------------------------------------------- Director
Mary S. Metz

------------------------------------------- Director
Raymond E. Miles

------------------------------------------- Director
Takahiro Moriguchi

------------------------------------------- Director
Shin Nakahara
</TABLE>

19
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------------------------------ ----------
<C> <S> <C>
------------------------------------------- Director
J. Fernando Niebla

------------------------------------------- Director
Minoru Noda

------------------------------------------- Director
Hiroo Nozawa

------------------------------------------- Director
Sidney R. Petersen

------------------------------------------- Director
Carl W. Robertson

------------------------------------------- Director
Charles R. Scott

------------------------------------------- Director
Paul W. Steere

------------------------------------------- Director
Henry T. Swigert

------------------------------------------- Director
Yuji Taniguchi

------------------------------------------- Director
Tsuneo Wakai

------------------------------------------- Director
Robert M. Walker

------------------------------------------- Director
Blenda J. Wilson

------------------------------------------- Director
Tamotsu Yamaguchi

------------------------------------------- Director
Shota Yasuda

------------------------------------------- Director
Kanetaka Yoshida

------------------------------------------- Director
Kenji Yoshizawa

Dated: April 23, 1997
</TABLE>