________________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): APRIL 26, 2006
UNIONBANCAL CORPORATION
______________________________________________________
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 001-15081 94-1234979
________________________ ________________________ ___________________
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
400 California Street
San Francisco, CA 94104-1302
___________________________________________________
(Address of principal executive offices) (Zip Code)
Tel. (415) 765-2969
__________________________________________________
Registrant's telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
________________________________________________________________________________
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
ADOPTION OF AMENDED AND RESTATED 1997 UNIONBANCAL CORPORATION PERFORMANCE SHARE
PLAN.
On April 26, 2006, the stockholders of UnionBanCal Corporation ("UnionBanCal")
approved the Amended and Restated 1997 UnionBanCal Corporation Performance Share
Plan with amendments designed to add specific performance measures for
determining awards under the plan. Under the terms of the Amended and Restated
Performance Share Plan, performance shares are earned based on UnionBanCal's
financial or shareholder return performance results relative to pre-established
goals (which may include performance relative to certain peer banks) during the
respective performance cycle. These specific performance measures under the
Amended and Restated Performance Share Plan now include: income (before or after
tax, change in loan loss provision, the effect of acquisitions or discontinued
operations, the cumulative effect of accounting changes, or extraordinary or
non-recurring items), return on average equity (with income based on the above
measures), earnings per share or total shareholder returns. A copy of this plan
is filed as Exhibit 10.1 hereto and incorporated by reference herein.
ADOPTION OF UNION BANK OF CALIFORNIA SENIOR EXECUTIVE BONUS PLAN.
On April 26, 2006, UnionBanCal's stockholders approved the Union Bank of
California Senior Executive Bonus Plan. The Senior Executive Bonus Plan replaces
the Senior Management Bonus Plan for executives who may be included as a named
executive officer in the summary compensation table of UnionBanCal's proxy
statement for its annual meeting of stockholders, and thus subject to Section
162(m) of the Internal Revenue Code going forward. The Senior Management Bonus
Plan will continue to be used for officers not covered by the new Senior
Executive Bonus Plan. The Executive Compensation & Benefits Committee has
adopted a policy that officers receiving awards under the new Senior Executive
Bonus Plan will not be eligible for awards under the existing Senior Management
Bonus Plan.
DETERMINATION OF AWARDS. Awards under the Senior Executive Bonus Plan will be
made each year from a performance award fund, which for each designated officer
shall be equal to 0.3% of UnionBanCal's income before tax, excluding
discontinued operations and extraordinary items, for that fiscal year determined
in accordance with generally accepted accounting principles. The Executive
Compensation & Benefit Committee has the right to reduce any participant's
actual award as described below. Notwithstanding the foregoing, the maximum
award payable to any one participant in any one year under the Senior Executive
Bonus Plan will be $5 million. The Executive Compensation & Benefits Committee
may reduce, but not increase, a participant's award under the Senior Executive
Bonus Plan based on such factors as the Executive Compensation & Benefits
Committee may deem relevant. In considering the actual bonus to award to each
participant at the end of each year, the Executive Compensation & Benefits
Committee will continue to consider the performance of UnionBanCal in relation
to its financial plan for the year and the performance of the peer banks,
various strategic factors, the target incentive established for each participant
in relationship to compensation at the peer banks for similar positions and the
actual performance of the participant.
Eligible participants must be employed by Union Bank of California or its
subsidiaries through the end of a performance year in order to receive a bonus
award payment. In the case of retirement, death, permanent disability or
exceptional circumstances, payment may be approved at the sole discretion of the
Executive Compensation & Benefits Committee. Individual awards earned under the
Senior Executive Bonus Plan are made in cash. Award payments are made within two
and one-half months after the end of the applicable fiscal year. UnionBanCal's
Board of Directors may at any time amend, suspend or terminate the Senior
Executive Bonus Plan, subject to stockholder approval to the extent required
under Section 162(m).
A copy of this plan is filed as Exhibit 10.2 hereto and incorporated by
reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
Exhibit No. Description
___________ ___________
10.1 Amended and Restated 1997 UnionBanCal Corporation Performance
Share Plan (incorporated by reference to Appendix A to the
UnionBanCal Corporation Definitive Proxy Statement on
Schedule 14A filed on March 23, 2006 (SEC File No. 001-15081))
10.2 Union Bank of California Senior Executive Bonus Plan
(incorporated by reference to Appendix B to the UnionBanCal
Corporation Definitive Proxy Statement on Schedule 14A filed
on March 23, 2006 (SEC File No. 001-15081))
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: May 1, 2006
UNIONBANCAL CORPORATION
By: /s/ JOHN H. MCGUCKIN, JR.
____________________________________
John H. McGuckin, Jr.
EVP, GENERAL COUNSEL & SECRETARY
(DULY AUTHORIZED OFFICER)
EXHIBIT INDEX
Exhibit No. Description
___________ ___________
10.1 Amended and Restated 1997 UnionBanCal Corporation Performance
Share Plan (incorporated by reference to Appendix A to the
UnionBanCal Corporation Definitive Proxy Statement on
Schedule 14A filed on March 23, 2006 (SEC File No. 001-15081))
10.2 Union Bank of California Senior Executive Bonus Plan
(incorporated by reference to Appendix B to the UnionBanCal
Corporation Definitive Proxy Statement on Schedule 14A filed
on March 23, 2006 (SEC File No. 001-15081))