Management Stock Plans

12 Months Ended

Dec. 31, 2011

Management Stock Plans [Abstract]

Management Stock Plans

Note 13—Management Stock Plans

UnionBanCal Corporation Stock Bonus Plan (Stock Bonus Plan)

Effective as of April 27, 2010, the Company adopted the Stock Bonus Plan. Under the Stock Bonus Plan, the Company grants restricted stock units settled in American Depositary Receipts (ADRs) representing shares of common stock of the Company’s indirect parent company, MUFG, to key employees at the discretion of the Executive Compensation and Benefits Committee of the Board of Directors (the Committee). The Committee determines the number of shares, vesting requirements and other features and conditions of the restricted stock units. Under the Stock Bonus Plan, MUFG ADRs are purchased in the open market upon the vesting of the restricted stock units, through a revocable trust. There is no amount authorized to be issued under the Plan since all shares are purchased in the open market. These awards generally vest pro-rata on each anniversary of the grant date and become fully vested three years from the grant date, provided that the employee has completed the specified continuous service requirement. Generally, the grants vest earlier if the employee dies, is permanently and totally disabled, retires under certain grant, age and service conditions, or terminates employment under certain conditions.

Under the Stock Bonus Plan, the restricted stock unit participants do not have dividend rights, voting rights or other stockholder rights. The grant date fair value of these awards is equal to the closing price of the MUFG ADRs on date of grant.

The following table is a summary of the Company’s management stock plan:

Grant Date	Units Granted		Fair Value of Stock		Vesting Duration		Pro-rata Vesting Date
November 15, 2010		3,995,505	$	4.72		3 years		April 15
April 15, 2011		4,754,105		4.69		3 years		April 15
July 15, 2011		180,740		4.94		3 years		July 15

The following table is a rollforward of the restricted stock units under the Stock Bonus Plan for the years ended December 31, 2011 and 2010.

	Restricted Stock Units
	2011		2010
Units outstanding, beginning of year		3,943,590		—
Activity during the year:
Granted		4,934,845		3,995,505
Vested		1,435,268		10,595
Forfeited		304,833		41,320
Units outstanding, end of year		7,138,334		3,943,590

The following table is a summary of the Company’s compensation costs, the corresponding tax benefit, and unrecognized compensation costs:

	December 31,
(Dollars in millions)	2011		2010
Compensation costs	$	15	$	3
Tax benefit		6		1
Unrecognized compensation costs		22		16