Exhibit 99


                        PROXY VALENCIA BANK & TRUST PROXY

                  PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
                          TO BE HELD [OCTOBER 30], 2002
           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned  hereby appoints LOUIS A. GARASI,  RICHARD B. KEYSOR AND WILL J.
STAATS, and each of them, the attorneys,  agents and proxies of the undersigned,
with full powers of  substitution to each, to attend and act as proxy or proxies
of the  undersigned at the Special  Meeting of  Shareholders  of Valencia Bank &
Trust  to be held at the  Bank's  Newhall  Office,  23620  Lyons  Avenue,  Santa
Clarita, California 91321, on [Wednesday, October 30], 2002 at 5:30 p.m., or any
adjournment  thereof, and to vote as specified herein the number of shares which
the undersigned, if personally present, would be entitled to vote.

     1.   Proposal   to  approve   the  merger   agreement   among   UnionBanCal
          Corporation,  Union  Bank of  California,  N. A. and  Valencia  Bank &
          Trust, as stated in the proxy  statement/prospectus  dated __________,
          2002

                          FOR        AGAINST        ABSTAIN
                   -------     ------         ------

     2.   Other  Business.  To transact such other business as may properly come
          before  the  Special  Meeting  of  Shareholders  and any  adjournments
          thereof.



Important -- Please Sign on Other Side




                                        1



                                                  [REVERSE SIDE]

Please Sign and Date Below.

The board of directors recommends a vote "FOR" Proposal 1. The proxy confers
authority to vote and shall be voted in accordance with such recommendation
unless a contrary instruction is indicated, in which case the shares represented
by the proxy will be voted in accordance with such instruction. If no
instruction is specified with respect to a matter, the shares represented by the
proxy will be voted in accordance with the recommendation of the board of
directors. If any other business is presented at the meeting, this proxy confers
authority to and shall be voted in accordance with the discretion of the
proxies.


                                                --------------------------------
                                                      (Number of Shares)

                                                --------------------------------
                                                            Dated

                                                --------------------------------
                                                      (Please Print Name)

                                                --------------------------------
                                                    (Signature of Shareholder)

                                                --------------------------------
                                                       (Please Print Name)

                                                --------------------------------
                                                   (Signature of Shareholder)


MAILING LABEL SPACE



                                                  (Please date this Proxy and
                                                   sign your name as it appears
                                                   on your stock certificates.
                                                   Executors, administrators,
                                                   trustees, etc., should give
                                                   their full titles.  All joint
                                                   owners should sign.)

                                                   Please indicate if you are
                                                   planning to attend the
                                                   Meeting.

                                                   I (We) do      do not
                                                            ------      -------
                                                   expect to attend the Meeting.
                                                   Number of Persons ___________



THIS PROXY MAY BE REVOKED PRIOR TO ITS EXERCISE BY FILING, WITH THE CORPORATE
SECRETARY OF VALENCIA BANK & TRUST, A DULY EXECUTED PROXY BEARING A LATER DATE
OR AN INSTRUMENT REVOKING THIS PROXY, OR BY ATTENDING THE MEETING AND ELECTING
TO VOTE IN PERSON AND SO ADVISING THE CORPORATE SECRETARY OF VALENCIA BANK &
TRUST.


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