Datatreasury Corporation v. Wells Fargo & Company et al

Filing 526

RESPONSE to Motion re #83 MOTION to Dismiss Plaintiff's Complaint Pursuant to Fed. R. Civ. P. 12(b)(2) and Brief in Support Thereof Plaintiff's Amended Response to Defendant UnionBanCal's Motion to Dismiss for Lack of Personal Jurisdiction Under Rule 12b2 filed by Datatreasury Corporation. (Attachments: #1 Exhibit A#2 Exhibit B#3 Exhibit C#4 Exhibit D#5 Exhibit E#6 Exhibit F#7 Exhibit G#8 Exhibit H#9 Exhibit I#10 Exhibit J#11 Exhibit K#12 Exhibit L#13 Text of Proposed Order)(King, Richard)

Datatreasury Corporation v. Wells Fargo & Company et al

Doc. 526 Att. 3

Case 2:06-cv-00072-DF-CMC

Document 526

Filed 02/16/2007

Page 1 of 53

Cause No.: 2:06-CV-72 DF DataTreasury Corporation v. Wells Fargo & Company, et al.

Transcript of the Testimony of David Anderson
February 7, 2007 By: Lisa Gretarsson, CSR

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David Anderson CONFIDENTIAL February 7, 2007FOR ATTORNEYS' EYES ONLY
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UNITED STATES DISTRICT COURT EASTERN DISTRICT OF TEXAS MARSHALL DIVISION DATATREASURY CORPORATION, Plaintiff, VS WELLS FARGO & COMPANY, et al., Defendants. )( )( )( )( )( )( )( )( )( )(

CIVIL ACTION NO. 2:06-CV-72 (DF)

VIDEOTAPED ORAL DEPOSITION OF DAVID ANDERSON FEBRUARY 7, 2007

VIDEOTAPED ORAL DEPOSITION OF DAVID ANDERSON, produced as a witness at the instance of the Plaintiff, and duly sworn, was taken in the above-styled and above-numbered cause on the 7th day of February, 2007, from 9:21 a.m. to 4:27 p.m., before Lisa J. Gretarsson, CSR in and for the state of Texas, reported by machine shorthand, at the offices of Pillsbury, Winthrop, Shaw, Pittman, LLP, 50 Fremont, Suite 400, located in the city of San Francisco, state of California, pursuant to the Federal Rules of Civil Procedure and the provisions stated on the record.

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David Anderson CONFIDENTIAL February 7, 2007FOR ATTORNEYS' EYES ONLY
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APPEARANCES FOR THE PLAINTIFF: Mr. R. Benjamin King, Esq. NIX PATTERSON & ROACH, L.L.P. 2900 St. Michael Drive, Suite 500 Texarkana, Texas 75503 Telephone: [phone] Facsimile: 902-223-8520 E-mail: [e-mail] FOR THE DEFENDANT, UNIONBANCAL CORP. Mr. Raymond L. Sweigart, Esq. Mr. Brian Harris, Esq. PILLSBURY, WINTHROP, SHAW, PITTMAN, LLP 1650 Tysons Boulevard McLean, Virginia 22102 Telephone: [phone] Facsimile: 703-770-7901 E-mail: [e-mail] ALSO PRESENT: Mr. Steve Ballot, Video Technician Ms. Cheryl Toles, Document Technician LIVENOTE TRANSCRIPT AND/OR VIDEO STREAM: Karl Rupp Michael Speed Nita Hanson David Tatem Kellie Goolsby John Hiles CiCi Williams Ben King George Shipley Moni King Dalton Young Kelli Hearne Ed Hohn Don Mullineau Anthony Bruster Nick Nicholas

EXHIBITS NUMBER MARKED

100 Document entitled UnionBanCal Corporation Union Bank of California, N.A. Board of Directors as of July 26, 2006 (Bates stamped UBC-JURIS-0000009)............. 43 101 UnionBanCal Proxy Statement (not Bates stamped)........................... 70 102 Union Bank of California website printout listing officers and directors (not Bates stamped)........................... 150 103 Union Bank of California website printout listing corporate profile (not Bates stamped)........................... 150 104 UnionBanCal Corporation Form 10-K (not Bates stamped)........................... 153 105 UnionBanCal Corporation 2005 Annual Report (not Bates stamped)........................... 158 106 Affidavit of David A. Anderson In Support of Defendant UnionBanCal Corporation's Motion to Dismiss (not Bates stamped)........................... 188 107 UnionBanCal Corporation Form 4 (not Bates stamped)........................... 197 (exhibit index concluded)

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10:37 09:21 09:21 09:21 09:21 09:21 09:21 09:21 09:21 REPORTER'S NOTE: Transcript sent to Raymond L. Sweigart 09:21 for witness review and signature, to be returned in 30 09:21 days. 09:21 09:21 09:21 09:21 09:21 09:21 09:21 09:22 09:22 09:22 09:22 09:22 09:22 09:22
PAGE Appearances........................................ 2 WITNESS: DAVID ANDERSON Examination by Mr. King....................... 5 Corrigendum Page................................... 201 Reporter's Certificate............................. 203

INDEX

PROCEEDINGS THE VIDEOGRAPHER: Good morning. Today is February 7th, 2007. We're on the record at 9:21 to take the videotaped deposition of David Anderson. DAVID ANDERSON, having been first duly sworn, testified as follows, to wit: EXAMINATION BY MR. KING: Q. Good morning, Mr. Anderson. My name is Ben King. I'm an attorney with Nix, Patterson & Roach, in Texarkana, Texas, and I represent the DataTreasury Corporation in a lawsuit that's been brought in the Eastern District of Texas. Do you understand that? A. Yes. Q. Okay. If you could real quick for the record, could you please state your full name and your home and work address, please. A. Yes. It's David Allen Anderson, 20201 Kilbride Drive, Saratoga, California 95070. Business address, 400 California Street, San Francisco, California 94107, I think, on the ZIP code, nothing else. The rest was accurate. Q. Thank you very much. Mr. Anderson, have you ever given a

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David Anderson CONFIDENTIAL February 7, 2007FOR ATTORNEYS' EYES ONLY
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deposition before? A. Yes, I have. Q. When did you -- when have you previously given a deposition? A. 1992. Q. And do you recall why you were giving a deposition in that matter? A. Yes. It was a lawsuit filed -- boy, one of the public accounting firms against a predecessor company of UnionBanCal Corporation relative to a tax dispute. Q. And in that deposition, were you testifying on behalf of the predecessor of UnionBanCal Corporation? A. Yes, I was. Q. Okay. Do you know if you were testifying as a 30(b)(6) witness in that deposition? A. I have no idea. Q. Okay. Have you given any deposition since that 1992 deposition? A. I do not believe so. Q. Okay. Well, just to go over a couple of quick things, so far you're doing a fantastic job, but just so our discussion can proceed in an orderly fashion today, I'm going to be asking a series of questions, and when I ask a question I would appreciate it, and so would the

Q. And what position do you hold with Union Bank of California? A. Executive vice president and controller. Q. Do you hold the same position with both UnionBanCal and Union Bank of California? That's -that's correct? A. I'm an officer of both companies. Q. Okay. When did you start -- when did you start working for UnionBanCal? A. September of 1997. Q. And when did you -A. Let me -- if you would, let me clarify. I am an officer of UnionBanCal. Q. Okay. A. I'm an employee of Union Bank of California. So I started as an employee with Union Bank of California in September of 1997. I was appointed as an officer of UnionBanCal Corporation at the same date. Q. So your employment as executive vice president and controller of Union Bank of California in September of 1997 occurred simultaneously with your appointment as an officer, being the executive vice president and controller of UnionBanCal. A. I had a previous title of, when I first started with Union Bank, of a vice president.

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lovely lady over here typing down everything we say, if you'd wait until I finish asking the question before you begin to answer the question. A. Okay. Q. And, in turn, I will try to allow you to make a conscious effort to allow you to finish answering the question before I jump in and ask another question. Also, if you can please answer verbally, as opposed to nodding or shaking your head, that would -- that would help the record out to be clear as to what the answer was. If you can do that for us, we'd appreciate it. A. Certainly. Q. And if also -- I don't know why I have a horrible problem with this, but if we can avoid answering with "uh-huhs" and "huh-uhs" and instead use "yes" or "no" when answering a question that would also help us out a good bit. Does that sound fair? A. I understand. Q. What is your current job title, Mr. Anderson? A. I'm executive vice president and controller of UnionBanCal Corporation. Q. Do you hold any position with Union Bank of California? A. Yes, I do.

Q. And what was -- what was your role prior to September of '97 as a vice president? A. I was not employed by Union Bank prior to 1997. Q. Okay. Were you an officer in your vice president role? A. I was made an officer of UnionBanCal some months after joining Union Bank as an employee. Q. Okay. I'm sorry. Maybe I misunderstood your question [sic]. You began your employment with Union Bank of California in September of 1997, correct? A. Yes. Q. But at that time you held a different title. A. Right. I was hired as a vice president. Q. Okay. I'm sorry. I was confused about your answer. And when you were hired as a vice president, what were your -- what role did you perform as vice president at that time? A. I was hired as the vice president and controller, typical controllership responsibilities. Q. As a controller, what are some of your typical controllership responsibilities? MR. SWEIGART: Object to the form. Q. (BY MR. KING) You may answer.

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David Anderson CONFIDENTIAL February 7, 2007FOR ATTORNEYS' EYES ONLY
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A. Relative to UnionBanCal? Would you please clarify which company -Q. Well -A. -- you're talking about? Q. As controller of Union Bank of California, what are, as you defined them, controllership responsibilities? A. Keeping the books and records of the organization, financial records. Q. And as the controller of UnionBanCal, what are your controllership responsibilities? A. Keeping the financial books and records of the UnionBanCal Corporation. Q. And how does -- how does your position as an officer and controller of UnionBanCal Corporation differ from your role as controller of Union Bank of California? A. Relative to UnionBanCal Corporation, keeping the books and records of a -- of a company where the scope of -- given its scope of operations other than the amount of activity, the -- the function would be basically the same. Q. How did you come to work for Union Bank of California in September of '97? A. Applied for the job and was hired.

A. Yes. Q. And what position did you hold with Fresh Choice? A. Chief financial officer. Q. Did you interview for the job when you applied with Union Bank of California? A. Yes. Q. Do you recall who you interviewed with? A. Yes, I do. Q. And who was that? A. David Matson. Q. And what was David Matson's role? A. Chief financial officer. Q. And was Mr. Matson -- who was Mr. Matson chief -- what entity was Mr. Matson the chief financial officer of at that time? A. Union Bank of California as an officer and employee and an officer -- chief financial officer of -as an officer of UnionBanCal Corporation. Q. Did you interview with anybody else at that time? A. Paul Fear. I'm not sure of his title, but director of human resources. Q. Do you know what entity Mr. Fear was the director of human resources for?

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Q. Where had you worked prior to that? A. Going backwards in -- in time, it was a savings and loan, Southern Pacific Savings & Loan, for about four months prior to that time. Prior to that, it was a company called Fresh Choice Public Restaurant Company for three years. Would you like me to keep on going back? Q. Well, let me -- let me stop you there. In your position with Southern Pacific -is that correct? A. Yes. Q. -- what role did you have? A. I was executive vice president and controller. Q. Okay. And was Southern Pacific Savings & Loan an operating entity? A. Yes, it was. Q. Did it have any parent corporations that you're aware of? A. Yes, it did. Q. And what was its parent corporation? A. Imperial Credit Industries, Inc. Q. Did you serve in any capacity? A. No. Q. And with -- the other company you named was Fresh Choice Public Restaurants Company?

A. He was an employee of Union Bank, an officer of Union Bank, and an officer of UnionBanCal Corporation. Q. Did you interview with anybody else? A. Yes, I did. Q. Who else did you interview with? A. Mr. Moriguchi. Q. Moriguchi? A. Yes. Would you like me to spell that? Q. If you can, please. A. M-o-r-i-g-u-c-h-i. Q. The spelling is lot more important to our court reporter than it is to me, but thank you very much. And what role did Mr. Moriguchi have? What was his position? A. His position with the bank was president and CEO of Union Bank of California. Q. Did he hold any positions with UnionBanCal? A. Yes, I believe he did, president and -- and CEO of UnionBanCal Corporation, and director, I'm sorry, director also of UnionBanCal Corporation. Q. Other than Mr. Matson, Mr. Fear and Mr. Moriguchi, did you interview with anybody else? A. No.

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David Anderson CONFIDENTIAL February 7, 2007FOR ATTORNEYS' EYES ONLY
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Q. How was it that you, at that time, also became appointed as an officer of UnionBanCal? A. As part of my -- my job responsibilities was to administer the books, the financial records of UnionBanCal Corporation as an employee of Union Bank of California. Q. How were your responsibilities described to you when you were hired as an employee of Union Bank of California and appointed as an officer of UnionBanCal Corporation in September of '97? And let me -A. Can -- can you -- that's an awfully broad question to -- could you be more specific in your question? Q. Like, I can try. When you were hired as executive vice president and controller of Union Bank of California and appointed as executive vice president and controller of UnionBanCal in 1997, did Mr. Matson, Mr. Fear or Mr. Moriguchi describe to you what your responsibilities as controller would be at that time? A. In very broad terms, Mr. Matson did. Q. Okay. And do you recall how Mr. Matson described that to you? A. Certainly, I do. Q. And how did he describe that to you?

A. Administer the staff of the -- of the department, prepare the internal and external financial statements, make sure people get paid on time and accurately and vendors get paid accurately and on time. Q. Any other roles and responsibilities to administer the controller's department that you recall? A. In a -- in a broad sense, I think that that covers it. Q. In the accounts payable department or with regards to the accounts payable department, what were your general roles and responsibilities to administer it as laid out by Mr. Matson? A. Pay vendors on time and accurately. Q. Anything else? A. In a general sense, I think that that covers the responsibilities. Q. In regards to your roles and responsibilities in administering the payroll department, what were those roles and responsibilities as Mr. Matson laid them out to you? A. Pay employees on time and accurately. Q. Anything else? A. No. I think that -- that covers the -- the broad responsibilities of that position. Q. Who do you report to, Mr. Anderson?

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A. He described the departments that I would be in charge of and the general roles and responsibilities that would go to administer those departments. Q. And at that time what departments did Mr. Matson indicate that you would be in charge of? A. Controller's department, accounts payable and payroll department. Q. And what entity were those departments of? Were those -- let me rephrase that. Were those departments of UnionBanCal or Union Bank of California? A. Union Bank. Q. Okay. Is there a controller's department of UnionBanCal? A. No. Q. Is there an accounts payable department of UnionBanCal? A. No. Q. Is there a payroll department of UnionBanCal? A. No. UnionBanCal has no employees. Q. You also indicated that Mr. Matson -- you'd also indicated that Mr. Matson stated that your general roles and responsibility would be to administer those departments. What were your general roles and responsibilities, as Mr. Matson laid them out, in regards to administering the controller's department?

A. I report to David Matson. Q. And what role does Mr. Matson currently have with Union Bank of California? A. Chief financial officer. Q. And does Mr. Matson continue to hold the role of chief financial officer for UnionBanCal? A. He currently does, yes. Q. So in your role as EVP and controller for both Union Bank of California and UnionBanCal, you report to Mr. Matson, who serves as chief financial officer for those two entities as well. A. As an employee, I report to David Matson as chief financial officer of Union Bank. I'm an officer of the holding company, UnionBanCal, and he is an officer of the -- of the holding company. Q. And in your respective roles as an employee of Union Bank of California and an officer of UnionBanCal, you report to Mr. Matson in his similar roles as chief financial officer of those two entities, correct? A. I do. Q. Okay. And Mr. Matson, is this the same Mr. Matson that hired you in September of 1997? A. Yes. Q. Who reports to you, Mr. Anderson? Let me stop before you -- before you answer that question. Is there

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David Anderson CONFIDENTIAL February 7, 2007FOR ATTORNEYS' EYES ONLY
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anybody else, other than Mr. Matson, that you report to? A. No. Q. Who reports to you as the executive vice president and controller of Union Bank of California? A. I have four direct reports. Q. And who are they? A. Would you like them by name or by position? Q. Both, please. A. Jackie Bean, she's a senior vice president of -- and employee of Union Bank; David Hanson, senior vice president and employee of Union Bank; Barbara Cosner, senior vice president and employee of Union Bank; Charles Haegel, H-a-e-g-e-l, senior vice president and employee of Union Bank. Q. And as a senior vice president and employee of Union Bank of California, what does Ms. Bean do? What are her job duties? A. Relative to their -- that person's job function at the bank, they're in charge of or in the preparation of financial statements. Q. Do all four of these individuals that report to you, Ms. Bean, Mr. Haegel, Ms. Cosner and -- is that Mr. Hanson? A. Haegel. Well, there was a Hanson there. Q. Okay.

A. Operating the general ledger. Q. Okay. A. System interfaces. Q. In your role as executive vice president, controller of UnionBanCal, does anyone report to you? A. No. Q. Does the term commercial financial services have any particular meaning to you in your role as executive vice president or controller of either UnionBanCal or Union Bank of California? A. Relative to UnionBanCal, it does not have any relevance to -- to that position. Q. How about with regards to Union Bank of California? A. I believe in the public documents that it is a division within Union Bank. Q. And do you know what activities that division comprises? A. In my role as a -- as an officer of UnionBanCal Corporation, no, I'm not familiar with that. Q. How about as your role as an employee of Union Bank of California? A. I'm somewhat familiar with the operations. Q. And can you tell me what those operations comprise?

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A. There's a Hanson and a Haegel. Q. Okay. Well, these four individuals that report to you, that you mentioned earlier, do they all have the same role within Union Bank of California and the same job duties? A. I think you -- you asked me relative to the people that reported to me at Union Bank, and then you've asked me do they have the same role in Union Bank. Each one have the same role? Q. Yes. A. No. They're different functions. Q. Okay. And what -- what specific functions does Ms. Bean perform? A. I think you asked me that question. Q. Okay. And she performs ... A. Preparation of financial statements. Q. Okay. Thank you very much. How about Mr. Hanson? A. In charge of general accounting. Q. Ms. Cosner? A. In charge of the tax department. Q. And what is Mr. -- what are Mr. Haegel's duties? A. Financial systems. Q. What are financial systems? Can you --

A. Commercial services. Q. And what are examples of commercial services? A. Servicing customers. Q. How? A. Loans and deposits. Q. And these would be loans and deposits to commercial entities? Would that be correct? A. In my role as an officer of UnionBanCal, I'm not familiar with the specifics. Q. In your role as an employee of Union Bank of California, would this be loans and deposits to commercial entities, to the best of your understanding? A. To the best of my understanding. Q. Does the term "commercial banking" have any relevance to you in your role as either an officer of UnionBanCal or an employee of Union Bank of California? A. There are no commercial banking services of UnionBanCal Corporation. Q. Does commercial banking have any meaning to you as an employee of Union Bank of California? A. Certainly. Q. And what is your understanding of commercial banking as an employee of Union Bank of California? A. Making loans and -- and servicing deposits. Q. In your role as an employee of Union Bank of

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David Anderson CONFIDENTIAL February 7, 2007FOR ATTORNEYS' EYES ONLY
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09:55 09:55 09:55 09:55 09:55 09:55 09:55 09:55 09:55 09:56 09:56 09:56 09:56 09:56 09:56 09:56 09:56 09:56 09:56 09:56 09:56 09:56 09:56 09:56 09:56 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25

California, to the best of your understanding is that similar to commercial financial services, that we just talked about, or is there a difference? A. I think it's fairly similar to that. Q. Can you think of any differences, as you sit here today? A. Could you repeat the question? Q. Are there any differences between the functions of commercial financial services group and the commercial banking group of Union Bank of California? A. I don't think there's any differences between -- between that. I -- I think one is -- is a segment of that major division. Q. Would you consider commercial financial services to be a banking activity? A. Yes. Q. Would you consider commercial banking to be a banking activity? A. Yes. Q. Does the term "operations" have any relevant meaning to you as an officer of UnionBanCal or an employee of Union Bank of California? A. Relative to UnionBanCal, UnionBanCal has no operations. Let me clarify that, has no products and services, obviously has operations.

Q. Would it include providing savings accounts to individuals or entities? A. Yes. Q. Would you consider those things to be banking activities? A. Yes. Q. As an officer of UnionBanCal, does the term "customer service" have any meaning to you? A. No. UnionBanCal has no customers. Q. As an employee of Union Bank of California, does the term "customer service" have any relevant meaning to you? A. Yes. Q. Does Union Bank of California have a customer-service department? A. I believe it does. Q. And what are the functions of the customer-service department of Union Bank of California? A. Service customers; process transactions; respond to inquiries; open accounts; close accounts; typical, as described in our public documents, what a commercial bank does. Q. Would you consider those to be banking activities? A. Yes.

Page 23
09:54 09:54 09:54 09:54 09:54 09:54 09:54 09:54 09:54 09:54 09:54 09:54 09:54 09:54 09:54 09:54 09:54 09:54 09:54 09:55 09:55 09:55 09:55 09:55 09:55 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25

Page 25
09:57 09:57 09:57 09:57 09:57 09:57 09:57 09:57 09:57 09:57 09:57 09:57 09:57 09:57 09:57 09:58 09:58 09:58 09:58 09:58 09:58 09:58 09:58 09:58 09:58 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25

Q. In your role as an employee of Union Bank of California, does the term "operations" have any relevant meaning to you? A. Of course. Q. And in what way does that have a relevant meaning to you? A. It's overly broad a question of operations. Could you clarify that for me? Q. What type of operations is Union Bank of California involved in? A. Commercial banking. Q. Anything else? A. As broadly defined, that's -Q. Would personal bank accounts be contained within your understanding of commercial banking as you just -A. Sure. Q. -- defined it? A. Yes. Q. Would this include making loans to individuals or entities? A. Yes. Q. Would it include servicing those loans that were made to individuals or entities? A. Yes.

Q. In your role as an officer of UnionBanCal, does the term "commercial deposits" have any meaning to you? A. UnionBanCal has no commercial deposits, has no products or services. Q. In your role as an employee of Union Bank of California, does the term "commercial deposits" have any particular meaning to you? A. Yes. Q. And what is that understanding? How is that -- let me rephrase that. How is that relevant to Union Bank of California? A. It's a product. Q. What kind of product? A. It's a product or service of a commercial bank. Q. Can you describe what a -- in more detail what a commercial deposit is? A. I'm not involved in that area. Q. Do you have any understanding as to what a commercial deposit is? A. As any individual would. Q. And as an individual, what is your understanding of what a commercial deposit is? A. Opening accounts for customers who want to

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David Anderson CONFIDENTIAL February 7, 2007FOR ATTORNEYS' EYES ONLY
Page 26
09:58 09:58 09:58 09:58 09:58 09:58 09:58 09:58 09:58 09:58 09:58 09:58 09:58 09:59 09:59 09:59 09:59 09:59 09:59 09:59 09:59 09:59 09:59 09:59 09:59 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 10:01 deposit their funds. 10:01 Q. Would that include a checking account? 10:01 A. It could. 10:01 Q. Would it include a savings account? 10:01 A. It could. 10:01 Q. Would it include certificates of deposit? 10:01 A. Certainly could. 10:01 Q. Anything else that you can think of? 10:01 A. Not at the moment. 10:01 Q. Would you consider this to be banking -- a 10:01 banking activity? 10:01 A. Yes. 10:01 Q. In your role as an officer of UnionBanCal, does the term "treasury management" have any meaning to 10:01 10:01 you? 10:01 A. No. 10:01 Q. In your role as an employee of Union Bank of California, does the term "treasury management" have any 10:01 10:01 meaning to you? 10:02 A. I'm not familiar with the specific term. 10:02 Q. Have you ever heard the term before, treasury 10:02 management? 10:02 A. Yes, I probably have. 10:02 Q. But as you sit here today, you wouldn't know 10:02 how to define treasury management? 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25

Page 28
A. That's, once again, quite -- quite broad. But treasury management and -- as a bank employee, I would still answer the same question, it's the movement of funds either for the customer -- for the company itself or for customers. Q. (BY MR. KING) Would you consider that to be a banking activity? A. It is done in banks, as well as many other companies. Q. And if it's done within a bank, would you consider that to be a banking activity? A. Certain aspects of it certainly are -- is a banking activity. Q. And what aspects of it would be a banking activity? A. Movement of funds for customers at the customer's request. Q. Would that potentially be a -- I'm just trying to get a better understanding here. Would that be -- an example of that, could it be an automatic debit from a customer's checking account? Is that an example of a movement of funds? A. It's probably more of a deposit function. Q. What type of movement of a customer's funds would fall under the treasury management?

Page 27
09:59 09:59 09:59 09:59 09:59 09:59 09:59 10:00 10:00 10:00 10:00 10:00 10:00 10:00 10:00 10:00 10:00 10:00 10:00 10:00 10:00 10:00 10:00 10:00 10:01 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25

Page 29
10:02 10:02 10:02 10:02 10:02 10:02 10:03 10:03 10:03 10:03 10:03 10:03 10:03 10:03 10:03 10:03 10:03 10:03 10:03 10:03 10:03 10:04 10:04 10:04 10:04 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25

A. Well, that's -- that's a pretty broad question. If you could be more specific as to some reference to that phrase somewhere. Q. Well, how do -- you've heard the term before. In what context have you heard the term "treasury management" used? A. I've heard it in many companies, just in general business, it's the movement of funds. Q. And when you say "movement of funds," what do you mean? A. Could be on the corporation's behalf or -- or on behalf of customers. Q. Would you have that same understanding as an employee of Union Bank of California? A. Same understanding as what? Q. Well, you had just said that you've heard the term "treasury management" used within many different companies -A. Right. Q. -- or multiple different companies. I don't recall what your exact terminology was. Would you have that same understanding in the context of Union Bank of California, that it relates to the movement of funds on a corporation's behalf or on behalf of customers? MR. SWEIGART: Object to the form.

A. Wire transfer instructions. Q. Can you think of any other examples? A. I suppose writing and depositing, anything else that can go on in a customer's account initiated by the customer. So I suppose maybe that example of your debit to that account is a transaction. I'm not sure I'd consider it a treasury-management function. That's a customer-initiated transaction. Q. And these examples that you just gave, would you consider those to be banking activities? A. Servicing a customer's account is a banking activity. Q. In your role as an officer of UnionBanCal, does the term "real estate lending" have any meaning to you? A. No. The UnionBanCal has no products or services for customers. Q. In your role as an employee of Union Bank of California, does the term "real estate lending" have any meaning to you? A. Yes. It's a -- a product of -- of a commercial bank. Q. And would this encompass the loan of funds to purchase real estate, I presume? A. I think that that's a common reason why people

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David Anderson CONFIDENTIAL February 7, 2007FOR ATTORNEYS' EYES ONLY
Page 30
10:04 10:04 10:04 10:04 10:04 10:04 10:04 10:04 10:04 10:04 10:04 10:05 10:05 10:05 10:05 10:05 10:05 10:05 10:05 10:05 10:05 10:05 10:05 10:05 10:06 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25

Page 32
10:08 10:08 10:08 10:09 10:09 10:09 10:09 10:09 10:09 10:09 10:09 10:09 10:09 10:09 10:09 10:09 10:09 10:09 10:10 10:10 10:10 10:10 10:10 10:10 10:10 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25

would like to have a loan from a commercial bank. Q. And that would fall under the heading of real estate lending? A. I think that's a good definition for it. Q. And would you consider that to be a banking activity? A. Yes, I do. Q. In your role as an officer of UnionBanCal, does the term "national banking" have any relevant meaning to you? A. No, I don't believe so. Q. In your role as an employee of Union Bank of California, does the term "national banking" have any relevant meaning to you? A. Union Bank is a national bank. Q. And why do you say Union Bank is a national bank? A. Well, because that's what it is. It's registered as a national bank. It's not a state bank, it is a national bank. Q. Does the term "community banking" have any relevant meaning to you in your role as an officer of UnionBanCal? A. No. Q. In your role as an employee of Union Bank of

the stock in Union Bank of California? A. Yes, it does. Q. There are no other shareholders of Union Bank of California stock. A. No, there's not. Q. Is Union Bank of California a publicly traded company? A. No. Q. Does the term "vertical" or "horizontal integration" have any relevant meaning to you? A. No, it doesn't. Q. Have you ever heard those terms before? A. I believe so. Q. And do you recall what context you've heard those terms? A. No, I don't. Q. Do you have any understanding of what vertical integration is? A. I'm not sure I could do justice to the definition. Maybe you could clarify it for me. Q. Well, in the -- in the business context -A. Uh-huh (affirmative). Q. -- do you have any understanding of vertical -- of what vertical integration is? MR. SWEIGART: I'm going to object to the

Page 31
10:06 10:06 10:06 10:06 10:06 10:06 10:06 10:06 10:07 10:07 10:07 10:07 10:07 10:07 10:07 10:07 10:07 10:07 10:08 10:08 10:08 10:08 10:08 10:08 10:08 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25

Page 33
10:10 10:10 10:10 10:10 10:10 10:10 10:10 10:10 10:11 10:11 10:11 10:11 10:11 10:11 10:11 10:11 10:11 10:11 10:12 10:12 10:12 10:12 10:12 10:13 10:13 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25

California, does the term "community banking" have any relevant meaning? A. Community banking is a -- a business segment within Union Bank. Q. Well, do you consider the activities that occur within the community banking segment of Union Bank to be banking activities? A. Yes, I do. Q. Does UnionBanCal have a parent corporation? A. No, it does not have a parent corporation. Q. Does Union Bank -A. It has shareholders. Q. That was my next question. You beat me to it. Does UnionBanCal have any shareholders? A. Yes. Q. Do you know how many shareholders UnionBanCal has? A. I don't recall the exact amount. Q. Is UnionBanCal a publicly traded company? A. Yes, it is. Q. Does Union Bank of California have any parent corporations? A. Union Bank of California is 100 percent owned by UnionBanCal Corporation, so it's one shareholder. Q. So UnionBanCal Corporation owns 100 percent of

form. A. I don't feel that -- that that's something within my expertise. Q. (BY MR. KING) Well, just as a -- as an individual employee of Union Bank of California, officer of UnionBanCal, do you have any understanding? A. I'm not sufficiently knowledgeable of that to be able to comment on it. Q. Okay. Do you believe, one way or another, whether or not UnionBanCal and its subsidiaries are vertically or horizontally integrated? A. They're separate companies, so in that -- in that sense, it's 100 percent ownership. Q. Are there any -- other than Union Bank of California, are there any other subsidiaries of UnionBanCal that you are aware of? A. Yes. Q. What are those? A. Let's see. Let me start with -- one is Business Commercial Corporation, one is UnionBanCal Equities, one is UnionBanCal Financial Corporation, let's see, Cal First Properties Corporation. I think those are the only active, 100-percent-owned other subsidiaries of UnionBanCal Corporation. Q. Do you have any role similar -- of any kind

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David Anderson CONFIDENTIAL February 7, 2007FOR ATTORNEYS' EYES ONLY
Page 34
10:13 10:13 10:13 10:13 10:13 10:13 10:13 10:13 10:13 10:13 10:13 10:14 10:14 10:14 10:14 10:14 10:14 10:14 10:14 10:14 10:14 10:14 10:14 10:14 10:15 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25

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with these other subsidiaries that you've just listed? A. Yes, I do. Q. And what is that role? Well, let me -- let me break it down. What is your role with Business Commercial Corporation? A. I'm an officer of that company. Q. And as an officer, what position do you hold? A. I keep the financial books of the company. Q. Are you the controller of Business Commercial Corporation? A. No, I do not believe so. Q. Does Business Commercial Corporation have a controller? A. I do not believe so. Q. As an officer that keeps the financial books of Business Commercial Corporation, do you report to anyone? A. No, I do not. Q. The financial books and records that you -that you keep, who are those reported to or provided to? A. To the officers and directors of the company. Q. To the officers and directors of Business Commercial Corporation? A. Yes. Q. Do you know who the directors of Business

complete overlap of officers and directors? A. No. Q. Based on your previous understanding of who the officers and directors were of Business Commercial Corporation -- well, let me back up. Do you know how many directors of Business Commercial Corporation there are? A. No, I do not. Q. Do you have prior understanding of how many there were -- have been in the past? A. Oh, absolutely, I have been. I'm just not prepared to -- to give you that number today. Q. Would it be approximately ten? Can you give -A. Less. Q. -- an approximation? A. Less than ten. Q. Less than ten? More than -- more or less than five? A. My recollection would be five or less. Q. Okay. And out of those five or less individuals that you recall from your prior understanding -A. Right. Q. -- and not necessarily as you sit here today,

Page 35
10:15 10:15 10:15 10:15 10:15 10:15 10:15 10:15 10:15 10:15 10:15 10:15 10:15 10:15 10:15 10:16 10:16 10:16 10:16 10:16 10:16 10:16 10:16 10:16 10:16 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25

Page 37
10:17 10:17 10:17 10:17 10:17 10:17 10:17 10:17 10:17 10:17 10:17 10:17 10:18 10:18 10:18 10:18 10:18 10:18 10:18 10:18 10:18 10:18 10:18 10:18 10:18 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25

Commercial Corporation are? A. I don't recall. I wasn't prepared to answer any questions on that company today. Q. Do you know if any of the officers or directors of Business Commercial Corporation also serve as officers or directors of UnionBanCal Corporation? A. No, I'm -- I'm not sure. Q. You don't have any idea as you sit here today? A. I -- as I said, I wasn't prepared to answer the questions on Business Commercial. Q. Have you at any time in the past known who the officers or directors of Business Commercial Corporation are? A. Yes. Certainly, I have been aware of -- of who they are. I'm just not prepared to recite them to you today. Q. Well, I'm not asking for a complete list here. I'm just -- I would like to know if there's any overlap, based on your -- has there -- based on your prior knowledge, have you ever been aware of any overlap between the officers and directors of Business Commercial Corporation and officers and directors of UnionBanCal Corporation? A. Yes. Q. To the best of your knowledge, was that a

I understand that, how many of those directors also served as directors of UnionBanCal Corporation? A. None. Q. None? A. None. Q. Okay. So there was no overlap between the directors of Business Commercial Corporation and UnionBanCal Corporation. A. And the directors of UnionBanCal Corporation, that's correct. Q. Okay. Do you have any type of role with UnionBanCal Equities? A. An officer of that company. Q. And in your role as an officer of UnionBanCal Equities, what is your role? A. Oh, same role as in BCC. I'm involved in keeping the financial records of that company. Q. And who do you provide -- who do you report to in your role as an officer of UnionBanCal Equities? A. I don't. Q. Who do you provide -- the financial books and records that you keep, who do you provide those to? A. Those are provided to the officers and directors of UnionBanCal Equities. Q. As you sit here today, do you recall who the

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Page 12 of 53

David Anderson CONFIDENTIAL February 7, 2007FOR ATTORNEYS' EYES ONLY
Page 38
10:18 10:18 10:18 10:18 10:18 10:18 10:18 10:18 10:18 10:18 10:19 10:19 10:19 10:19 10:19 10:19 10:19 10:19 10:19 10:19 10:19 10:19 10:19 10:19 10:19 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25

Page 40
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officers and directors of UnionBanCal Equities are? A. Not specifically, no. Q. Have you, in the past, had an understanding of who the officers and directors of UnionBanCal -A. Yes. Q. -- or Union Bank Equities are -A. Yes. Q. -- or were, I should say. Sorry. Did any of the officers and -- or any of the directors, that you recall, of UnionBanCal Equities also serve as directors or officers of UnionBanCal Corporation? A. They do not serve as directors of UnionBanCal Corporation. Some, I'm sure, have served as officers of UnionBanCal Corporation. Q. So it's your understanding, based on your prior knowledge of who former and possibly current -tell me if I'm mistaken -A. Sure. Q. -- directors of UnionBanCal Equities were, some of those directors have been officers of UnionBanCal Corporation. A. Yes. Q. Would you say -- how many of the directors of UnionBanCal Equities, based on your understanding, were

Q. Earlier you had said that, to the best of your recollection, there were no directors of Business Commercial Corporation that were also directors of UnionBanCal Corporation. A. Yes, right. Q. Is that correct? A. Yes, I believe that's correct. Q. Were -- based on your understanding, were any of the directors of Business Commercial Corporation also officers of UnionBanCal Corporation? A. Yes, I believe some of them might be. Q. Okay. But you don't know how many would be. A. No, I'm sorry, I don't -Q. Okay. A. -- have those specifics with me today. Q. I understand. UnionBanCal Financial Corporation, do you play any role -- have any role with that entity? A. No, I don't believe I do. Q. Cal First Properties Corporation, do you have any role with that entity? A. Yes, I do. Q. And what is your role with that entity? A. I'm a director and officer. Q. In your role as a director and officer of Cal

Page 39
10:19 10:19 10:20 10:20 10:20 10:20 10:20 10:20 10:20 10:20 10:20 10:20 10:20 10:20 10:20 10:20 10:20 10:20 10:20 10:20 10:20 10:20 10:20 10:20 10:20 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25

Page 41
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also officers of UnionBanCal Corporation? A. It's -- it's hard for me to recall. I just don't recall. Q. Do you know how many officers or direct -- I'm sorry. Do you know how many directors of UnionBanCal Equities there were, based on your prior -- previous understanding? A. Five or less would be a -- a guess. Q. I promise I'm not going to hold you to that number. A. Good. Thank you. Q. Of those five or less -A. Uh-huh (affirmative). Q. -- do you know how many of those were officers of UnionBanCal Corporation? A. Some could've been, or some are. Q. Some are. A. Yes. Not sure. Q. Let me go back to Business Commercial Corporation. The directors of Business Commercial Corporation, based on your prior understanding, did any of those directors also serve as officers of UnionBanCal Corporation? A. Say again. I'm sorry. Just repeat that again.

First Properties Corporation, what roles do you have? A. Once again, to keep the books and records, financial records of that company. Q. Do you report to anyone in -- in your role as an officer or director? A. No. Q. Do you provide the financial books and records that you keep to the board of directors of that entity? A. The controller's department provides the books and records to that. Q. So you changed it up on me here. A. Yes. Q. That's what I get for making an assumption. Cal -- with Cal First Properties Corporation, who do you provide your books and records to? A. Say that again. I'm sorry. Just clarify. Q. In your role with Cal First Properties Corporation -A. Yes. Q. -- who do you provide the books and records that you maintain? A. To the officers and directors of that entity. Q. And does that entity have a controller? A. No.

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Page 13 of 53

David Anderson CONFIDENTIAL February 7, 2007FOR ATTORNEYS' EYES ONLY
Page 42
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Page 44
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10:42 Q. How many directors of Cal First Properties 10:42 Corporation are there? 10:42 A. Once again, I -- I think it's less than five. 10:43 Q. Okay. Other than yourself, do any of the 10:43 other directors serve as an officer or director of 10:43 UnionBanCal Corporation? 10:43 A. I don't believe so. 10:43 MR. KING: Do you guys want to take a 10:43 little break? 10:43 MR. SWEIGART: That'll be fine. 10:43 MR. KING: Good deal. THE VIDEOGRAPHER: We're off the record 10:43 10:43 at 10:24. 10:43 (Recess taken 10:24 to 10:41) 10:43 THE VIDEOGRAPHER: We're back on the 10:43 record at 10:41. Q. (BY MR. KING) Mr. Anderson, we're back on the 10:43 10:43 record after a short break, and we had just finished up 10:43 talking about officers and directors of other subsidiaries of UnionBanCal -- I'm sorry -- UnionBanCal 10:43 Corporation other than Union Bank of California, and now 10:43 10:43 I'd like to talk about Union Bank of California and its 10:43 officers and directors. 10:43 Are you familiar with the identity of the 10:44 officers and directors of Union Bank of California?

MR. KING: I'm sorry. Let me wait until you guys get it pulled up. MR. SWEIGART: Again, now I've got a -can you do that over there, get me up on the same document? MS. TOLES: Yes, I'm pulling it up. MR. SWEIGART: Thank you. Optimal mode, recommended mode, what do I do about that? Q. (BY MR. KING) Mr. Anderson, I believe you have the -A. You -- you -- you and I can both move this? Q. We can both look -- if you just want to go ahead and look through this while we're getting straightened out on the other side here, feel free to -MR. SWEIGART: It looks like we're in business over here, too. And we'll get the Diet Coke brought around. MR. KING: Take a quasi break here. THE VIDEOGRAPHER: Go off the record? MR. KING: No. Q. (BY MR. KING) Mr. Anderson, does this document look familiar to you? A. Yes. Q. Did you provide this document to counsel? A. I certainly have seen it provided by

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Page 45
10:44 10:44 10:44 10:44 10:44 10:44 10:44 10:44 10:44 10:44 10:44 10:44 10:45 10:45 10:45 10:45 10:45 10:45 10:45 10:45 10:45 10:45 10:45 10:45 10:45 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25

A. Familiar with the directors of Union Bank of California. There's a limited number of those. Union Bank of California have a -- has a number of officers. Q. How many officers would you say Union Bank of California has? A. In the thousands. I haven't been personally introduced to every one of them yet and haven't committed them to memory. Q. Well, I certainly understand that. As you sit here today, are you aware of who the directors of Union Bank of California are? A. Yes, I believe I -- I am. Q. Can you name the directors? A. I -- I think that was provided to you. Q. Okay. A. I'm not sure that I could recite them all right now. Q. I understand. MR. KING: Can we pull this up? It's going to be that one, I believe. (Exhibit Number 100 marked.) Q. (BY MR. KING) Can you see what's on your screen there in front of you? A. Yes, I can. Thank you. Q. Okay. I believe this was a --

counsel -- to counsel was -- somebody is moving something around over here. I'm certainly familiar with this. It was provided by the bank. Q. So you've seen this document before. A. Yes. Q. And if you can scroll down to the bottom of the document, do you see where it is -- there's a Bates stamp at the bottom of the document, I believe, UBC-JURIS, series of zeros, and the number 9? A. Yeah. Q. Okay. Does this document accurately reflect, as of today's date, the officers and directors of -- I'm sorry -- the directors of -- I'm going to take control of it real quick. A. Okay. Go ahead. Q. -- UnionBanCal Corporation and Union Bank of California? A. I believe so. Q. As you sit here today, there are no other directors that you are aware of that should be or should not be included on this list? A. I'm not aware of any. Q. I'd like to go through some of these and ask for your understanding of some of these particular designations and their roles with the company or with

12 (Pages 42 to 45)
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Case 2:06-cv-00072-DF-CMC

Document 526

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Page 14 of 53

David Anderson CONFIDENTIAL February 7, 2007FOR ATTORNEYS' EYES ONLY
Page 46
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the Union -- I'm sorry -- their role with UnionBanCal and Union Bank of California. Ms. Aida Alvarez? A. Yes. Q. Is that correct? A. Yes. Q. Is Ms. Alvarez -- what is her role with UnionBanCal and Union Bank of California? A. As stated in here, director of both companies. Q. Does Ms. Alvarez serve in any other capacity with either UnionBanCal Corporation or Union Bank of California, to the best of your knowledge? A. No. Q. And down here to the left there is a designation of non -- of NM/O. A. Uh-huh (affirmative). Q. And down at the bottom it indicates that that stands for non-management, the NM? A. Right. Q. And the O stands for outside? A. Yes. Q. Can you explain what those designations are or mean? A. I can try. Non-management means doesn't have a management responsibility. Outside is does not have

that they are an officer or employee of one of those companies, an officer of UnionBanCal Corporation or an officer of Union Bank of California, possibly an employee of Union Bank of California, or an officer or an employee of an organization that's affiliated with UnionBanCal Corporation. Q. How many directors are there on the UnionBanCal Corporation board? A. I'm sorry, how many -Q. Directors. A. -- directors? I think it's indicated here on the piece of paper. Q. And what is that number? A. It says on here 17 members. Q. And how many members are there on the board of directors for Union Bank of California? A. There are 16 members, as indicated by this list. Q. And of the 17 members that are -- or the 17 individuals listed here that are members of the board of directors for UnionBanCal Corporation, how many of those also serve as directors for Union Bank of California? A. I think, as indicated on here, that 16 members of the board of directors of UNBC also serve as directors of Union Bank of California.

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Page 49
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any position within the organization other than as indicated or related organizations. Q. So Ms. Alvarez does not serve in any other position with any of the subsidiaries that we listed earlier? Would that be correct? A. It is indicated here a director of UnionBanCal and Union Bank. Q. Okay. And would the -- over to the right-hand column, you see the column that has UNBC at the top? A. Uh-huh (affirmative). Q. What does UNBC stand for? A. UnionBanCal Corporation. Q. And then below there there's a series of designations by various directors' names of independent. Can you explain what independent means? A. I believe I can. Q. Okay. A. It means that they have no other affiliation with a company, no officership, no employment with the company. In other words, they are only directors. Q. Back over on the left-hand side there's also a designation with the letter "I," which, down there below, represents inside. Can you explain what inside means in this regard, pertaining to this document? A. Yes, I believe I can interpret that. It means

Q. Who determines the membership of the board of directors for Union Bank of -- for UnionBanCal Corporation? A. They're voted by the shareholders of UnionBanCal Corporation relative to UnionBanCal Corporation. Q. You said they're voted by the shareholders of UnionBanCal Corporation relative to UnionBanCal Corporation. A. Uh-huh (affirmative). Q. What -- what do you mean? A. Well, they're -- they're submitted in the proxy for the UnionBanCal Corporation to be members of the board of directors and the shareholders vote on it at its annual shareholders meeting. Q. How often does the board of directors for UnionBanCal Corporation meet? A. It's -- it's different every year, just given their schedules, but they meet somewhere between six and eight times a year. It's listed in our proxy statement every year. Q. How often does UnionBanCal Corporation hold a shareholders meeting? A. Annually. Q. Just one a year?

13 (Pages 46 to 49)
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Page 15 of 53

David Anderson CONFIDENTIAL February 7, 2007FOR ATTORNEYS' EYES ONLY
Page 50
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A. One a year. Q. When is that shareholder meeting held? A. Last year it was in April. In 2007 it will be in May. Q. Do you know when the last time the board of directors for UnionBanCal Corporation met? A. Yes, I do, January of 2007. Q. Do you know what the purpose of that meeting was? A. Regularly scheduled board meeting to -- I don't attend the meetings so I'm not -- I don't have specific knowledge of the agenda of that particular meeting. Q. Do you receive a copy of the agenda of the meeting? A. No, I do not. Q. Do you receive a copy of any of the materials that are provided to the directors? A. Yes, I do. Q. And what materials, that are provided to the directors for the board meeting, do you receive a copy of? A. The financial statements. Q. Was the financial statement presented to the board of directors, or the financial statements that you

Q. Do you know when this year's 10-K will be filed? A. Yeah. Q. And when is that? A. Probably March the 2nd of 2007 or prior. It's required within 60 days of the end of the calendar year, 60 days, which gets it in to March 2nd. It has not been filed yet. Q. And that 10-K will cover the fiscal year 2006 -A. Yes. Q. -- is that correct? A. And prior years, as required by the securities regulations. Q. How are the directors of Union Bank of California selected? A. I'm not a party to that so I'm not familiar with that process. Q. Do you know if the shareholders of Union Bank of California vote on the directors? A. No, they do not. The shareholder of -- I'm sorry. Did you say the shareholder or the -- would you ask the question again? I'm sorry. I want to make sure I've got it right. Q. I believe I said -- I believe the question

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Page 53
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received a copy of, were they presented to the board of directors at its January 2007 meeting? A. Financial results of the corporation were presented. Q. And why were they presented at the -- that board of directors meeting? A. I'm sorry. Q. Why were -- why were those financial statements presented? A. It's regularly done at all board meetings. Q. Who presented the financial statements to the board? A. They're included in the package. I'm not sure that I'd call it presented, but they're included in the package. Q. So the board members are just provided a copy. A. Right. Q. Do the board members have to sign off, in any way, on the financial statements, for the financial statements that are provided to them? A. Once a year they sign the Form 10-K, which is filed with the Securities & Exchange Commission. Q. Do you know when their -- the last 10-K was filed? A. March of 2006.

was, do the shareholders of Union Bank of California elect -A. Yes, the shareholder. Q. So shareholders in the singular here. A. Yes. There is one shareholder. Q. And that shareholder is UnionBanCal Corporation, correct? A. Yes, it is. Q. Do you know who votes on behalf of UnionBanCal Corporation for the directors of Union Bank of California? A. The directors of UnionBanCal Corporation vote on behalf of the -- of the shareholder of Union Bank of California. Q. So the directors of UnionBanCal Corporation vote on UnionBanCal Corporation's behalf as the sole shareholder of Union Bank of California. A. I believe that's the case. Q. How many directors of Union Bank of California are also directors of UnionBanCal Corporation? A. According to this list, 16. Q. So all 16 members of the board of directors for Union Bank of California also serve as the board of -- on the board of directors for Union Bank of California. Is that your understanding?

14 (Pages 50 to 53)
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Case 2:06-cv-00072-DF-CMC

Document 526

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Page 16 of 53

David Anderson CONFIDENTIAL February 7, 2007FOR ATTORNEYS' EYES ONLY
Page 54
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Page 56
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A. Yes. Q. When does the board of directors for Union Bank of California meet? A. What do you mean, when? Time? Is that a -could you be more specific? Q. Well, how often does the board of directors for Union Bank of California meet? A. I believe somewhere around six to -- six to eight times a year. I'm not associated with that part of the meeting or those meetings. Q. Do you know