AGREEMENT
This Agreement is entered into as of July 22, 1998, by and between THE BANK
OF TOKYO-MITSUBISHI, LTD., a Japanese bank ("BTM") and UNIONBANCAL
CORPORATION, a California corporation ("UNBC"), at San Francisco, California.
WHEREAS, BTM owns approximately six percent (6%) of the outstanding common
stock of UNION BANK OF CALIFORNIA, N.A., a national banking association ("the
Minority Shares"), and UNBC owns the remaining ninety-four percent (94%); and
WHEREAS, BTM wishes to exchange the Minority Shares for shares of UNBC common
stock of an equivalent value ("the Exchange Shares");
WHEREAS, the Board of Directors of UNBC has determined that, from a financial
point of view, the consideration to be given to UNBC by BTM is fair to UNBC;
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. The exchange ratio shall be 1.4078217 shares of UNBC common
stock for each Minority Share of UBOC common stock, resulting in a total of
3,389,881 Exchange Shares for the 2,407,891 Minority Shares.
2. At a date and time to be determined by the parties ("the
Exchange Date"), at UNBC's offices at 000 Xxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx,
Xxxxxxxxxx, BTM shall tender to UNBC the Minority Shares and UNBC shall issue
and deliver to BTM the Exchange Shares.
3. The parties will cooperate and assist each other in taking all
such actions, including but not limited to any regulatory filings or notices
which may be necessary, to consummate the exchange. UNBC specifically agrees
to mail whatever notice may be required to UNBC's shareholders of record in a
timely fashion not later than ten (10) days prior to the Exchange Date.
4. BTM represents that it is receiving the Exchange Shares for
its own account for investment and not with a view to or for sale in
connection with any distribution of the Exchange Shares. BTM recognizes that
the Exchange Shares are not registered under the Federal Securities Act of
1933, as amended, nor qualified under the California Corporate Securities
Law, nor does UNBC have any present contemplation of seeking such
registration or qualification. As a consequence, the stock is not freely
transferable but must be held indefinitely unless subsequently registered or
unless an exemption from the registration requirements of the Securities Act
of 1933, as amended is available.
5. All notices, requests, demands and other communications under
this Agreement shall be in writing and shall be deemed given when delivered
personally or received by registered or certified mail, return receipt
requested, to the parties at the following addresses (or to such other
address as a party may have specified by notice given to the other party
pursuant to this provision):
The Bank of Tokyo-Mitsubishi, Ltd. UnionBanCal Corporation
Headquarters for the Americas 000 Xxxxxxxxxx Xxxxxx
0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000
Xxx Xxxx, XX 00000 Attn: Corporate Secretary's
Attn: Planning Division for the Americas Office
6. This Agreement is made in the State of California and shall
take effect under, be construed and enforced according to, and the rights and
obligations of the parties shall be governed in all respects by, the laws of
the State of California.
IN WITNESS WHEREOF, the parties executed this Agreement as of the date first
above written.
THE BANK OF TOKYO MITSUBISHI, LTD. UNIONBANCAL CORPORATION
By /s/ X. Xxxxxxxx By /s/ Xxxxxxxx Xxxxxxxxx
------------------------------------ -----------------------------------
Its CEO, Headquarters for the Americas Its President and Chief Executive
Officer
