<PAGE>

                                  [LETTERHEAD]

                              SECRETARY OF STATE



     I, BILL JONES, Secretary of State of the State of California, hereby 
certify:

     That the attached transcript has been compared with the record on file 
in the office, of which it purports to be a copy, and that it is full, true 
and correct.

                                       IN WITNESS WHEREOF, I execute this 
                                          certificate and affix the Great Seal 
                                          of the State of California this


                                                      DEC 07 1998
                                          -------------------------------------

[SEAL]

                                                    /s/ BILL JONES

                                                  Secretary of State


<PAGE>


                      CERTIFICATE OF AMENDED AND RESTATED
                           ARTICLES OF INCORPORATION
                                      OF
                            UNIONBANCAL CORPORATION



The undersigned certify that:

1.   They are the President and Corporate Secretary, respectively, of
     UnionBanCal Corporation, a California corporation.

2.   The Articles of Incorporation of this corporation are amended and restated
     to read as follows:
                                       
                                       
                             AMENDED AND RESTATED
                           ARTICLES OF INCORPORATION
                                      OF
                            UNIONBANCAL CORPORATION
                                       
                                       
                                   ARTICLE I
                                     NAME
                                       
     The name of the corporation is:  UnionBanCal Corporation

                                  ARTICLE II
                                    PURPOSE

     The purpose of the corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law
of California other than the banking business, the trust company business or
the practice of a profession permitted to be incorporated by the California
Corporations Code.


                                       1

<PAGE>
                                       
                                  ARTICLE III
                               AUTHORIZED STOCK

     A.   This corporation is authorized to issue two classes of stock 
designated "Preferred Stock" and "Common Stock." The number of shares of 
Preferred Stock authorized to be issued is 5,000,000 and the number of shares 
of Common Stock authorized to be issued is 300,000,000. Upon the amendment of 
this article to read as herein set forth, each outstanding share of Common 
Stock is split up and converted into three shares.


     B.   The Preferred Stock may be divided into such number of series as the
Board of Directors may determine.  The Board of Directors is authorized
to determine and alter the rights, preferences, privileges and restrictions
granted to or imposed upon any wholly unissued series of Preferred Stock and to
fix the number of shares of any series of Preferred Stock and the designation
of any such series of Preferred Stock.  The Board of Directors, within the
limits and restrictions stated in any resolution or resolutions of the Board of
Directors originally fixing the number of shares constituting any series, may
increase or decrease (but not below the number of shares of such series then
outstanding) the number of shares of any series subsequent to the issue of
shares of that series.  In case the number of shares of any series shall be so
decreased, the shares constituting such decrease shall resume the status which
they had prior to the adoption of the resolution originally fixing the number
of shares of such series.
                                       
                                       
                                  ARTICLE IV
                               CUMULATIVE VOTING
                                       
     No shareholder of this corporation shall be entitled to cumulate votes at
any election of directors of this corporation.


                                   ARTICLE V
                                   DIRECTORS

     The number of directors of this corporation shall not be less than sixteen
(16) nor more than thirty (30) until changed by an amendment of the Articles of
Incorporation.  The exact number of directors within these limits shall be
fixed from time to time by a resolution duly adopted by the shareholders or by
the Board of Directors of this corporation.  Said Directors shall have the
right and duty to conduct the affairs of this corporation and to otherwise
regulate the business and affairs of this corporation and the powers of the
Directors and shareholders in a manner not in conflict with law.


                                       2

<PAGE>



                                  ARTICLE VI
                                   ELECTION

     This corporation elects to be governed by all of the provisions of the
California General Corporation Law of 1977 not otherwise applicable to it under
Chapter 23 thereof.



                                  ARTICLE VII
                              DIRECTORS LIABILITY
                                       
The liability of the directors of this corporation for monetary damages shall 
be eliminated to the fullest extent permissible under California law. Any 
repeal or modification of this Article VII, or the adoption of any provision 
of the Articles of Incorporation inconsistent with this Article VII shall 
only be prospective and shall not adversely affect the rights under this 
Article VII in effect at the time of the alleged occurrence of any action or 
omission to act giving rise to liability.



                                 ARTICLE VIII
                                INDEMNIFICATION
                                       
     This corporation is authorized to indemnify its agents (as defined in
Section 317 of the California Corporations Code) through Bylaw provisions,
agreements with agents, vote of shareholders or disinterested directors, or
otherwise, in excess of the indemnification otherwise permitted by Section 317
of the California Corporations Code, subject only to the applicable limits on
indemnification of directors and agents of the corporation set forth in Section
204 of the California Corporations Code with respect to actions for breach of a
duty to the corporation and its shareholders.  Any repeal or modification of
this Article VIII, or the adoption of any provision of the Articles of
Incorporation inconsistent with this Article VIII, shall only be prospective
and shall not adversely affect the rights under this Article VIII in effect at
the time of the alleged occurrence of any action or omission to act giving rise
to indemnification.


3.   The Company's common stock is designated as qualified for trading on the
     Nasdaq National Market, and the Company has 2,117 shareholders of its 
     common stock as of April 10, 1998, the record date of the Company's most
     recent annual meeting of shareholders.

4.   The foregoing amendment and restatement of Articles of Incorporation has
     been duly approved by the Board of Directors.


                                       3

<PAGE>


5.   The foregoing amendment and restatement of Articles of Incorporation has
     been duly approved by the required vote of shareholders in accordance with
     Section 902, California Corporations Code.  The total number of 
     outstanding shares of the corporation is 54,945,321.  The number of 
     shares voting in favor of the amendment equaled or exceeded the vote 
     required.  The percentage vote required was more than 50%.


We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our knowledge.


                              /s/ Takahiro Moriguchi
DATE:   May 27, 1998          ----------------------------------
                              Takahiro Moriguchi, President
                              and Chief Executive Officer


                              /s/ Jean C. Nomura
                              ----------------------------------
                              Jean C. Nomura, Vice President
                              and Corporate Secretary



                              [SEAL]