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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                 AMENDMENT NO. 1

       |X|           ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                            THE SECURITIES EXCHANGE ACT OF 1934
              FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
                                   OR
       | |         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                            THE SECURITIES EXCHANGE ACT OF 1934
                   FOR THE TRANSITION PERIOD FROM TO


                         Commission file number 1-15081

                             UnionBanCal Corporation
             (Exact name of registrant as specified in its charter)

        CALIFORNIA                                  94-1234979
 (State of incorporation)              (I.R.S. Employer Identification No.)


                              400 CALIFORNIA STREET
                      SAN FRANCISCO, CALIFORNIA 94104-1302
              (Address and zip code of principal executive offices)

                  Registrant's telephone number: (415) 765-2969

           Securities registered pursuant to Section 12(b) of the Act:
                          Common Stock, no stated value
                              (Title of each class)

                             New York Stock Exchange
                   (Name of each exchange on which registered)

           Securities registered pursuant to Section 12(g) of the Act:
                                      None

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X   No
                                             ---     ---

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. | |

     Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes X  No
                                      ---    ---

     As of June 28, 2002,  the aggregate  market value of voting and  non-voting
common equity held by non-affiliates of the registrant was  $2,443,293,746.  The
aggregate market value was computed by reference to the last sales price of such
stock.

     As of January 31, 2003, the number of shares outstanding of the
registrant's Common Stock was 150,694,382.

                       DOCUMENTS INCORPORATED BY REFERENCE

INCORPORATED DOCUMENT                                      LOCATION IN FORM 10-K
Portions of the Proxy Statement for the April 23, 2003            Part III
Annual Meeting of Shareholders

================================================================================

<PAGE>

                                EXPLANATORY NOTE

     After filing our Annual Report on Form 10-K for the year ended December 31,
2002, we discovered a tabulation  error in the  Consolidated  Statements of Cash
Flows.  This error  caused the "other,  net of  acquisitions"  line within "cash
flows from  operating  activities"  to be  overstated  by $542  million,  with a
corresponding  offset in "net  decrease  (increase) in loans" within "cash flows
from investing activities."

     Accordingly,  we are filing this 10-K/A for the purpose of correcting  this
error and we have amended Items 8 and 15 (pages F-46 through F-98) of our Annual
Report  on Form 10-K for the year  ended  December  31,  2002 by  restating  the
Consolidated  Statements  of Cash Flows.  Such  correction  has no impact on the
Company's financial position or results of operations.






























<PAGE>

                                      INDEX

                                                                      PAGE
                                                                      ----

PART II
  ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA..................  1, F-46

PART IV
  ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
     FORM 8-K..........................................................  1
SIGNATURES............................................................. II-1
CERTIFICATIONS......................................................... II-4

<PAGE>

                                     PART II



ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     See pages F-46 through F-98 of this Form 10-K/A.


                                     PART IV



ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(A)(1) FINANCIAL STATEMENTS

     Our Consolidated  Financial Statements,  the Management Statement,  and the
independent  auditors'  report are set forth on pages F-47  through  F-98.  (See
index on page F-46).

(A)(2) FINANCIAL STATEMENT SCHEDULES

     All schedules to our Consolidated  Financial Statements are omitted because
of the absence of the  conditions  under which they are  required or because the
required  information is included in our  Consolidated  Financial  Statements or
accompanying notes.

                                        2

<PAGE>

(A)(3) EXHIBITS

 NO.                                 DESCRIPTION
----       ---------------------------------------------------------------------
 3.1       Restated Articles of Incorporation of the Registrant, as amended(1)
 3.2       By-laws of the Registrant, as amended December 4, 2002(2)
10.1       UnionBanCal Corporation Management Stock Plan. (As restated effective
           June 1, 1997)*(3)
10.2       Union Bank of California Deferred Compensation Plan. (January 1,1997,
           Restatement, as amended November 21, 1996)*(4)
10.3       Union Bank of California Senior Management Bonus Plan. (Effective
           January 1, 2000)*(5)
10.4       Richard C. Hartnack Employment Agreement. (Effective January 1, 1998)
           *(6)
10.5       Robert M. Walker Employment Agreement.(Effective January 1, 1998)*(6)
10.6       Union Bank of California, N.A. Supplemental Executive Retirement
           Plan. (Effective January 1, 1988) (Amended and restated as of January
           1, 1997)*(3)
10.7       Union Bank Financial Services Reimbursement Program. (Effective
           January 1, 1996)*(7)
10.8       1997 UnionBanCal Corporation Performance Share Plan, as amended. (As
           amended, effective January 1, 2001)*(5)
10.9       Service Agreement Between Union Bank of California and The Bank of
           Tokyo-Mitsubishi Ltd. (Effective October 1, 1997)*(3)
10.10      Year 2000 UnionBanCal Corporation Management Stock Plan. (As restated
           effective January 1, 2000)*(8)
10.11      Union Bank of California, N.A. Supplemental Retirement Plan for
           Policy Making Officers (Effective November 1, 1999)(9)
10.12      Philip B. Flynn Employment Agreement (Effective September 21, 2000)*
           (10)
10.13      David I. Matson Employment Agreement (Effective January 1, 1998)*(2)
12.1       Computation of Ratio of Earnings to Combined Fixed Charges and
           Preferred Stock Dividend Requirements(2)
21.1       Subsidiaries of the Registrant(2)
23.1       Consent of Deloitte & Touche LLP(11)
24.1       Power of Attorney(2)
24.2       Resolution of Board of Directors(2)
99.1       Certification  of the Chief Executive  Officer  pursuant to 18 U.S.C.
           Section   1350,   as  adopted   pursuant   to  Section   906  of  the
           Sarbanes-Oxley Act of 2002(11)
99.2       Certification  of the Chief Financial  Officer  pursuant to 18 U.S.C.
           Section   1350,   as  adopted   pursuant   to  Section   906  of  the
           Sarbanes-Oxley Act of 2002(11)

__________
(1)  Incorporated by reference to the UnionBanCal  Corporation  Annual Report on
     Form 10-K for the year ended December 31, 1998.
(2)  Incorporated by reference to the UnionBanCal  Corporation  Annual Report on
     Form 10-K for the year ended December 31, 2002.
(3)  Incorporated by reference to the UnionBanCal  Corporation  Annual Report on
     Form 10-K for the year ended December 31, 1997.
(4)  Incorporated by reference to the UnionBanCal  Corporation  Annual Report on
     Form 10-K for the year ended December 31, 1996.
(5)  Incorporated by reference to the UnionBanCal  Corporation  Definitive Proxy
     Statement on Form 14A filed on March 27, 2001.
(6)  Incorporated by reference to the UnionBanCal  Corporation  Quarterly Report
     on Form 10-Q for the quarter ended September 30, 1998.
(7)  Incorporated by reference to the UnionBanCal  Corporation Current Report on
     Form 8-K dated April 1, 1996.
(8)  Incorporated by reference to the UnionBanCal  Corporation  Quarterly Report
     on Form 10-Q for the quarter ended June 30, 1999.
(9)  Incorporated by reference to the UnionBanCal  Corporation  Quarterly Report
     on Form 10-Q for the quarter ended June 30, 2000.
(10) Incorporated by reference to the UnionBanCal  Corporation  Annual Report on
     Form 10-K for the year ended December 31, 2001.
(11) Filed herewith.
*    Management contract or compensatory plan, contract or arrangement.

(B) REPORTS ON FORM 8-K

     We filed a report on Form 8-K on October 17, 2002,  reporting  under Item 5
thereof that UnionBanCal  Corporation issued a press release concerning earnings
for the third quarter of 2002.

                                        3

<PAGE>

     We filed a report on Form 8-K on November 13, 2002,  reporting under Item 9
thereof,  which  included  the  written  certification  statements  of our chief
executive  officer and chief  financial  officer with  respect to our  quarterly
report on Form 10-Q for the period ended September 30, 2002,  filed with the SEC
on November 13, 2002,  as required by section 906 of the  Sarbanes-Oxley  Act of
2002  (18  U.S.C.  section  1350).

                                        4

<PAGE>


                    UNIONBANCAL CORPORATION AND SUBSIDIARIES


                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS




                                                                            PAGE
                                                                            ----
Consolidated Statements of Income for the Years Ended December 31,
  2000, 2001, and 2002....................................................  F-47
Consolidated Balance Sheets as of December 31, 2001 and 2002..............  F-48
Consolidated Statements of Changes in Shareholders' Equity for the
  Years Ended December 31, 2000, 2001, and 2002...........................  F-49
Consolidated Statements of Cash Flows for the Years Ended December
  31, 2000, 2001, and 2002................................................  F-50
Notes to Consolidated Financial Statements................................  F-51
Management Statement......................................................  F-97
Independent Auditors' Report..............................................  F-98

                                      F-46

<PAGE>
<TABLE>
<CAPTION>
                    UNIONBANCAL CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME


                                                                                          YEARS ENDED DECEMBER 31,
                                                                                  __________________________________________
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)                                         2000            2001            2002
____________________________________________________________________________      __________      __________      __________
<S>                                                                               <C>             <C>             <C>
INTEREST INCOME
Loans.......................................................................      $2,242,182      $1,883,835      $1,518,918
Securities..................................................................         226,194         294,066         315,956
Interest bearing deposits in banks..........................................           9,126           2,850           2,806
Federal funds sold and securities purchased under resale agreements.........           8,160           6,844          13,895
Trading account assets......................................................          15,418           7,716           4,397
                                                                                  __________      __________      __________
  Total interest income.....................................................       2,501,080       2,195,311       1,855,972
                                                                                  __________      __________      __________
INTEREST EXPENSE
Domestic deposits...........................................................         557,408         445,486         215,138
Foreign deposits............................................................         107,183          69,830          21,110
Federal funds purchased and securities sold under repurchase
  agreements................................................................          96,606          52,153           6,030
Commercial paper............................................................          94,905          52,439          16,645
Medium and long-term debt...................................................          17,617          10,445           9,344
UnionBanCal Corporation-obligated mandatorily redeemable preferred
  securities of subsidiary grantor trust....................................          26,212          20,736          15,625
Other borrowed funds........................................................          16,709          20,180          10,111
                                                                                  __________      __________      __________
  Total interest expense....................................................         916,640         671,269         294,003
                                                                                  __________      __________      __________
NET INTEREST INCOME.........................................................       1,584,440       1,524,042       1,561,969
Provision for credit losses.................................................         440,000         285,000         175,000
                                                                                  __________      __________      __________
  Net interest income after provision for credit losses.....................       1,144,440       1,239,042       1,386,969
                                                                                  __________      __________      __________
NONINTEREST INCOME
Service charges on deposit accounts.........................................         210,257         245,116         275,820
Trust and investment management fees........................................         154,387         154,092         143,953
Merchant transaction processing fees........................................          73,521          80,384          87,961
International commissions and fees..........................................          71,189          71,337          76,956
Brokerage commissions and fees..............................................          35,755          36,317          36,301
Merchant banking fees.......................................................          48,985          33,532          32,314
Foreign exchange trading gains, net.........................................          28,057          26,565          28,548
Insurance commissions.......................................................              --             920          27,208
Securities gains (losses), net..............................................           8,784           8,654          (3,796)
Other.......................................................................          16,245          59,487          30,711
                                                                                  __________      __________      __________
  Total noninterest income..................................................         647,180         716,404         735,976
                                                                                  __________      __________      __________
NONINTEREST EXPENSE
Salaries and employee benefits..............................................         600,462         659,840         731,166
Net occupancy...............................................................          92,567          95,152         106,592
Equipment...................................................................          63,290          64,357          66,160
Merchant transaction processing.............................................          49,609          52,789          55,767
Communications..............................................................          43,744          50,439          53,382
Professional services.......................................................          42,042          38,480          44,851
Data processing.............................................................          34,803          35,732          32,589
Foreclosed asset expense (income)...........................................             (80)            (13)            146
Restructuring credit........................................................         (19,000)             --              --
Other.......................................................................         222,748         243,398         257,013
                                                                                  __________      __________      __________
  Total noninterest expense.................................................       1,130,185       1,240,174       1,347,666
                                                                                  __________      __________      __________
Income before income taxes..................................................         661,435         715,272         775,279
Income tax expense..........................................................         221,535         233,844         247,376
                                                                                  __________      __________      __________
NET INCOME..................................................................      $  439,900      $  481,428      $  527,903
                                                                                  ==========      ==========      ==========
NET INCOME PER COMMON SHARE--BASIC..........................................           $2.72           $3.05           $3.41
                                                                                  ==========      ==========      ==========
NET INCOME PER COMMON SHARE--DILUTED........................................           $2.72           $3.04           $3.38
                                                                                  ==========      ==========      ==========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING--BASIC...........................         161,605         157,845         154,758
                                                                                  ==========      ==========      ==========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING--DILUTED.........................         161,989         158,623         156,415
                                                                                  ==========      ==========      ==========
</TABLE>


See accompanying notes to consolidated financial statements.

                                      F-47

<PAGE>

<TABLE>
<CAPTION>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS

                                                                                                          DECEMBER 31,
                                                                                                  _____________________________
(DOLLARS IN THOUSANDS)                                                                                2001              2002
_______________________________________________________________________________________________   ___________       ___________
<S>                                                                                               <C>               <C>
ASSETS
Cash and due from banks........................................................................   $ 2,682,392       $ 2,823,573
Interest bearing deposits in banks.............................................................        64,162           278,849
Federal funds sold and securities purchased under resale agreements............................       918,400         1,339,700
                                                                                                  ___________       ___________
    Total cash and cash equivalents............................................................     3,664,954         4,442,122
Trading account assets.........................................................................       229,697           276,021
Securities available for sale:
  Securities pledged as collateral.............................................................       137,922           157,823
  Held in portfolio............................................................................     5,661,160         7,180,677
Loans (net of allowance for credit losses: 2001, $634,509; 2002, $609,190).....................    24,359,521        25,828,893
Due from customers on acceptances..............................................................       182,440            62,469
Premises and equipment, net....................................................................       494,534           504,666
Intangible assets..............................................................................        16,176            38,518
Goodwill.......................................................................................        68,623           150,542
Other assets...................................................................................     1,223,719         1,528,042
                                                                                                  ___________       ___________
    Total assets...............................................................................   $36,038,746       $40,169,773
                                                                                                  ===========       ===========
LIABILITIES
Domestic deposits:
  Noninterest bearing..........................................................................   $12,314,150       $15,537,906
  Interest bearing.............................................................................    14,160,113        15,258,479
Foreign deposits:
  Noninterest bearing..........................................................................       404,708           583,836
  Interest bearing.............................................................................     1,677,228         1,460,594
                                                                                                  ___________       ___________
    Total deposits.............................................................................    28,556,199        32,840,815
Federal funds purchased and securities sold under repurchase agreements........................       418,814           334,379
Commercial paper...............................................................................       830,657         1,038,982
Other borrowed funds...........................................................................       700,403           267,047
Acceptances outstanding........................................................................       182,440            62,469
Other liabilities..............................................................................     1,040,406         1,083,836
Medium and long-term debt......................................................................       399,657           418,360
UnionBanCal Corporation-obligated mandatorily redeemable preferred securities
  of subsidiary grantor trust..................................................................       363,928           365,696
                                                                                                  ___________       ___________
    Total liabilities..........................................................................    32,492,504        36,411,584
                                                                                                  ___________       ___________
Commitments and contingencies
SHAREHOLDERS' EQUITY
Preferred stock:
  Authorized 5,000,000 shares, no shares issued or outstanding at December 31,
    2001 or 2002...............................................................................            --                --
Common stock-- no stated value:
  Authorized 300,000,000 shares, issued 156,483,511 shares in 2001 and 150,702,363
    shares in 2002.............................................................................     1,181,925           926,460
Retained earnings..............................................................................     2,231,384         2,591,635
Accumulated other comprehensive income.........................................................       132,933           240,094
                                                                                                  ___________       ___________
    Total shareholders' equity.................................................................     3,546,242         3,758,189
                                                                                                  ___________       ___________
    Total liabilities and shareholders' equity.................................................   $36,038,746       $40,169,773
                                                                                                  ===========       ===========
</TABLE>

See accompanying notes to consolidated financial statements.

                                      F-48

<PAGE>
<TABLE>
<CAPTION>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

                                                                   YEARS ENDED DECEMBER 31,
                                     ___________________________________________________________________________________________
(DOLLARS IN THOUSANDS, EXCEPT PER
  SHARE DATA)                                  2000                            2001                             2002
_________________________________    __________________________      ___________________________      __________________________
<S>                                  <C>               <C>           <C>                <C>           <C>               <C>
COMMON STOCK
Balance, beginning of year......     $1,404,155                      $1,275,587                       $1,181,925
Dividend reinvestment plan......             52                              44                               99
Deferred compensation--restricted
  stock awards..................            238                             190                              255
Stock options exercised.........          1,784                          13,733                           75,311
Stock issued in bank acquisitions            --                              --                           54,830
Common stock repurchased(1).....       (130,642)                       (107,629)                        (385,960)
                                     __________                      __________                       __________
    Balance, end of year........     $1,275,587                      $1,181,925                         $926,460
                                     __________                      __________                       __________
RETAINED EARNINGS
Balance, beginning of year......     $1,625,263                      $1,906,093                       $2,231,384
Net income......................        439,900        $439,900         481,428         $481,428         527,903        $527,903
Dividends on common stock(2)....       (161,227)                       (157,736)                        (167,593)
Deferred compensation--restricted
  stock awards..................          2,157                           1,599                             (59)
                                     __________                      __________                       __________
Balance, end of year............     $1,906,093                      $2,231,384                       $2,591,635
                                     __________                      __________                       __________
ACCUMULATED OTHER COMPREHENSIVE
  INCOME (LOSS)
Balance, beginning of year......     $  (41,950)                     $   29,885                       $  132,933
Cumulative effect of accounting
  change (SFAS No.133)(3), net of
  tax expense of $13,754........                             --                           22,205                              --
Unrealized net gains on cash flow
  hedges, net of tax expense of
  $45,015 in 2001, and $70,195 in
  2002..........................                             --                           72,672                         113,322
Less: reclassification adjustment
  for net gains on cash flow
  hedges included in net income,
  net of tax expense of $19,844
  in 2001, and $44,472 in 2002                               --                          (32,037)                        (71,794)
                                                       ________                         ________                        ________
Net unrealized gains on cash flow
  hedges........................                             --                           62,840                          41,528
Unrealized holding gains arising
  during the year on securities
  available for sale, net of tax
  expense of $49,462 in 2000,
  $28,950 in 2001, and $38,303 in
  2002..........................                         79,851                           46,736                          61,835
Less: reclassification adjustment
  for losses (gains) on
  securities available for sale
  included in net income, net of
  tax expense (benefit) of $3,360
  in 2000, $3,310 in 2001, and
  $(1,452) in 2002..............                         (5,424)                          (5,344)                          2,344
                                                       ________                         ________                        ________
Net unrealized gains on
  securities available for sale.                         74,427                           41,392                          64,179
Foreign currency translation
  adjustment, net of tax expense
  (benefit) of $(1,535) in 2000,
  $(628) in 2001, and $964 in 2002                       (2,478)                          (1,014)                          1,556
Minimum pension liability
  adjustment, net of tax benefit
  of $71 in 2000, $105 in 2001,
  and $63 in 2002...............                           (114)                            (170)                           (102)
                                                       ________                         ________                        ________
Other comprehensive income......         71,835          71,835         103,048          103,048         107,161         107,161
                                     __________        ________      __________         ________      __________        ________
Total comprehensive income......                       $511,735                         $584,476                        $635,064
                                                       ========                         ========                        ========
  Balance, end of year..........     $   29,885                      $  132,933                       $  240,094
                                     __________                      __________                       __________
TOTAL SHAREHOLDERS' EQUITY......     $3,211,565                      $3,546,242                       $3,758,189
                                     ==========                      ==========                       ==========
<FN>
__________
(1)  Common stock repurchased includes commission costs.

(2)  Dividends per share were $1.00 in 2000,  $1.00 in 2001,  and $1.09 in 2002.
     Dividends are based on UnionBanCal  Corporation's  shares outstanding as of
     the declaration date.

(3)  Statement  of  Financial  Accounting  Standards  No. 133,  "Accounting  for
     Derivative Instruments and Hedging Activities".
</FN>
</TABLE>

See accompanying notes to consolidated financial statements.


                                      F-49

<PAGE>
<TABLE>
<CAPTION>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                       YEARS ENDED DECEMBER 31,
                                                                              _________________________________________________
(DOLLARS IN THOUSANDS)                                                             2000               2001               2002
________________________________________________________________________      ___________        ___________        ___________
<S>                                                                           <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income............................................................      $   439,900        $   481,428        $   527,903
  Adjustments to reconcile net income to net cash provided by
    operating activities:
    Provision for credit losses.........................................          440,000            285,000            175,000
    Depreciation, amortization and accretion............................           72,710             81,487             87,040
    Provision for deferred income taxes.................................           13,709             58,655             38,448
    Loss (gain) on sales of securities available for sale, net..........           (8,784)            (8,654)             3,796
    Net increase in prepaid expenses....................................          (23,724)           (44,746)          (167,188)
    Net increase (decrease) in accrued expenses.........................          (85,537)           172,605            144,329
    Net (increase) decrease in trading account assets...................         (159,760)           109,998            (46,324)
    Other, net of acquisitions..........................................          (88,398)           (46,174)          (254,319)
                                                                              ___________        ___________        ___________
      Total adjustments.................................................          160,216            608,171            (19,218)
                                                                              ___________        ___________        ___________
Net cash provided by operating activities...............................          600,116          1,089,599            508,685
                                                                              ___________        ___________        ___________
CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sales of securities available for sale..................          422,881            931,479            187,556
  Proceeds from matured and called securities available for sale........          847,158          1,007,273          1,472,573
  Purchases of securities available for sale............................       (2,056,594)        (3,510,621)        (3,116,001)
  Proceeds from matured and called securities held to maturity..........           23,003                 --                 --
  Net purchases of premises and equipment...............................         (163,716)           (95,041)           (87,521)
  Net decrease (increase) in loans......................................         (391,672)           766,089         (1,374,958)
  Net cash received in acquisitions.....................................               --                 --             86,590
  Other, net............................................................            5,433              7,313             12,425
                                                                              ___________        ___________        ___________
  Net cash used in investing activities.................................       (1,313,507)          (893,508)        (2,819,336)
                                                                              ___________        ___________        ___________
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net increase in deposits..............................................        1,026,576          1,273,016          3,852,835
  Net increase (decrease) in federal funds purchased and securities sold
  under repurchase agreements...........................................          230,868           (968,853)           (84,435)
  Net increase (decrease) in commercial paper and other borrowed funds..           34,441           (104,180)          (225,031)
  Proceeds from issuance of medium-term debt............................               --            200,000                 --
  Maturity and redemption of subordinated debt..........................          (98,000)                --                 --
  Common stock repurchased..............................................         (130,642)          (107,629)          (385,960)
  Payments of cash dividends............................................         (162,575)          (158,406)          (164,440)
  Stock options exercised...............................................            1,784             13,733             75,311
  Other, net............................................................           (2,426)            11,577              1,655
                                                                              ___________        ___________        ___________
  Net cash provided by financing activities.............................          900,026            159,258          3,069,935
                                                                              ___________        ___________        ___________
Net increase in cash and cash equivalents...............................          186,635            355,349            759,284
Cash and cash equivalents at beginning of year..........................        3,158,133          3,322,979          3,664,954
Effect of exchange rate changes on cash and cash equivalents............          (21,789)           (13,374)            17,884
                                                                              ___________        ___________        ___________
Cash and cash equivalents at end of year................................      $ 3,322,979        $ 3,664,954        $ 4,442,122
                                                                              ===========        ===========        ===========
CASH PAID DURING THE YEAR FOR:
  Interest..............................................................      $   883,706        $   747,271        $   311,299
  Income taxes..........................................................          260,117             99,735            166,875
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
  Acquisitions:
    Fair value of assets acquired.......................................               --                 --        $   571,065
      Purchase price:
  Cash..................................................................               --                 --            (52,524)
  Stock issued..........................................................               --                 --            (54,830)
                                                                              ___________        ___________        ___________
    Fair value of liabilities assumed...................................      $        --        $        --        $   463,711
                                                                              ===========        ===========        ===========
  Loans transferred to foreclosed assets (OREO) and/or distressed
    loans held for sale.................................................      $     9,924        $     1,677        $       826
  Securities transferred from held to maturity to available for sale....               --             23,529                 --
  Debt assumed in purchase of building..................................           47,955                 --                 --

</TABLE>

See accompanying notes to consolidated financial statements.

                                      F-50

<PAGE>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       DECEMBER 31, 2000, 2001, AND 2002

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NATURE OF OPERATIONS

     INTRODUCTION

     UnionBanCal  Corporation is a commercial  bank holding  company and has, as
its major subsidiary, a banking subsidiary,  Union Bank of California, N.A. (the
Bank). UnionBanCal Corporation and its subsidiaries (the Company) provide a wide
range of  financial  services  to  consumers,  small  businesses,  middle-market
companies  and  major  corporations,   primarily  in  California,   Oregon,  and
Washington, but also nationally and internationally.

     Since  November  1999,  the Company has announced  stock  repurchase  plans
totaling $400 million.  The Company  repurchased $131 million,  $108 million and
$86 million in 2000, 2001, and 2002,  respectively,  as part of these repurchase
plans.  As of December 31, 2002,  $59 million of the  Company's  common stock is
authorized  for  repurchase.  In  addition,  on August  27,  2002,  the  Company
announced  that it purchased  $300 million of its common stock from its majority
owner,  The  Bank of  Tokyo-Mitsubishi,  Ltd.  (BTM),  which  is a  wholly-owned
subsidiary of Mitsubishi Tokyo Financial  Group,  Inc. At December 31, 2002, BTM
owned approximately 65 percent of the Company's outstanding common stock.

     BASIS OF FINANCIAL STATEMENT PRESENTATION

     The accounting and reporting  policies of the Company conform to accounting
principles  generally  accepted  in the United  States of America  (US GAAP) and
general  practice  within the banking  industry.  Those policies that materially
affect the determination of financial position,  results of operations, and cash
flows are summarized below.

     The Consolidated  Financial Statements include the accounts of the Company,
and all material  intercompany  transactions  and balances have been eliminated.
The  preparation  of financial  statements in  conformity  with US GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and  liabilities  and disclosure of contingent  assets and liabilities at
the date of the financial  statements  and the reported  amounts of revenues and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.  Certain amounts for prior periods have been  reclassified to conform
with current financial statement presentation.

     CASH AND CASH EQUIVALENTS

     For purposes of reporting  cash flows,  cash and cash  equivalents  include
cash and due from banks,  interest  bearing deposits in banks, and federal funds
sold and securities  purchased  under resale  agreements,  substantially  all of
which have maturities less than 90 days.

     TRADING ACCOUNT ASSETS

     Trading  account assets are those  financial  instruments  that  management
acquires  with the  intent  to hold for short  periods  of time in order to take
advantage of anticipated  changes in market values.  Substantially  all of these
assets are securities with a high degree of liquidity and a readily determinable
market value.  Interest  earned,  paid, or accrued on trading  account assets is
included in interest income using a method that produces a level yield. Realized
gains and losses from the close-out of trading account  positions and unrealized
market value adjustments are recognized in noninterest  income.  The reserve for
derivative and foreign  exchange  contracts is presented as an offset to trading
account assets. Changes in the reserve as a result of changes in

                                      F-51

<PAGE>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 31, 2000, 2001, AND 2002 (CONTINUED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NATURE OF OPERATIONS
        (CONTINUED)

the positive  replacement  cost of those  contracts are provided as an offset to
trading gains and losses in noninterest income.

     SECURITIES AVAILABLE FOR SALE AND SECURITIES HELD TO MATURITY

     The Company's  securities  portfolios consist of debt and equity securities
that are classified  either as securities  available for sale or securities held
to maturity.

     Debt  securities for which the Company has the positive  intent and ability
to hold until maturity are classified as securities held to maturity and carried
at amortized cost.

     Debt  securities and equity  securities  with readily  determinable  market
values that are not classified as either  securities held to maturity or trading
account  assets are  classified as securities  available for sale and carried at
fair  value,  with the  unrealized  gains or losses  reported  net of taxes as a
component of  accumulated  other  comprehensive  income (loss) in  shareholders'
equity until realized.

     Realized  gains  and  losses  on  the  sale  of  and   other-than-temporary
impairment  charges on available for sale securities are included in noninterest
income as securities gains (losses),  net. The specific identification method is
used to calculate realized gains or losses.

     Interest  income on debt securities  includes the  amortization of premiums
and the  accretion  of  discounts  using the  effective  interest  method and is
included in interest income on securities.  Dividend income on equity securities
is included in noninterest income.

     Securities  available  for sale  that are  pledged  under an  agreement  to
repurchase  and which may be sold or repledged  under that  agreement  have been
separately identified as pledged as collateral.

     LOANS

     Loans are reported at the principal amounts outstanding, net of unamortized
nonrefundable loan fees and related direct loan origination costs.  Deferred net
fees and costs are  recognized  in  interest  income  over the loan term using a
method  that  generally  produces  a level  yield on the  unpaid  loan  balance.
Nonrefundable  fees and direct loan origination  costs related to loans held for
sale are  deferred  and  recognized  as a component of the gain or loss on sale.
Interest income is accrued principally on a simple interest basis.

     Nonaccrual loans are those for which management has discontinued accrual of
interest because there exists significant  uncertainty as to the full and timely
collection   of  either   principal  or  interest  or  such  loans  have  become
contractually past due 90 days with respect to principal or interest.

     Interest  accruals are continued for certain small  business loans that are
processed centrally, consumer loans, and one-to-four family residential mortgage
loans. These loans are charged off or written down to their net realizable value
based on delinquency  time frames that range from 120 to 270 days,  depending on
the type of credit that has been extended.  Interest accruals are also continued
for loans that are both well-secured and in the process of collection.  For this
purpose,  loans  are  considered  well-secured  if they  are  collateralized  by
property having a net realizable  value in excess of the amount of principal and
accrued interest outstanding or are guaranteed by a financially  responsible and
willing party. Loans are considered "in the process of collection" if collection
is proceeding  in due course  either  through legal action or other actions that
are reasonably  expected to result in the prompt repayment of the debt or in its
restoration to current status.


                                      F-52
<PAGE>


                    UNIONBANCAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 31, 2000, 2001, AND 2002 (CONTINUED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NATURE OF OPERATIONS
        (CONTINUED)

     When a loan is placed on nonaccrual, all previously accrued but uncollected
interest is reversed  against current period operating  results.  All subsequent
payments  received are first applied to unpaid principal and then to uncollected
interest.  Interest  income is accrued at such time as the loan is brought fully
current as to both principal and interest,  and, in management's judgment,  such
loans are  considered  to be fully  collectible.  However,  Company  policy also
allows  management  to continue the  recognition  of interest  income on certain
loans  designated as  nonaccrual.  This portion of the  nonaccrual  portfolio is
referred to as "Cash Basis Nonaccrual"  loans. This policy only applies to loans
that are well secured and in  management's  judgment are  considered to be fully
collectible.  Although  the  accrual of  interest  is  suspended,  any  payments
received  may be  applied to the loan  according  to its  contractual  terms and
interest income recognized when cash is received.

     Loans are considered  impaired when,  based on current  information,  it is
probable that the Company will be unable to collect all amounts due according to
the  contractual  terms  of the loan  agreement,  including  interest  payments.
Impaired loans are carried at the lower of the recorded  investment in the loan,
the estimated  present value of total expected future cash flows,  discounted at
the loan's  effective rate, or the fair value of the collateral,  if the loan is
collateral dependent. Additionally, some impaired loans with commitments of less
than $1 million are  aggregated  for the purpose of measuring  impairment  using
historical loss factors as a means of measurement.  Excluded from the impairment
analysis are large groups of smaller balance  homogeneous loans such as consumer
and residential mortgage loans, and automobile leases.

     The Company  offers  primarily two types of leases to customers:  1) direct
financing  leases  where the  assets  leased  are  acquired  without  additional
financing  from other  sources,  and 2)  leveraged  leases  where a  substantial
portion of the  financing  is provided by debt with no recourse to the  Company.
Direct  financing  leases  are  carried  net  of  unearned  income,  unamortized
nonrefundable  fees and related direct costs  associated with the origination or
purchase of leases. Leveraged leases are carried net of nonrecourse debt.

     ALLOWANCE FOR CREDIT LOSSES

     The Company  maintains  an  allowance  for credit  losses to absorb  losses
inherent in the loan  portfolio.  The  allowance is based on ongoing,  quarterly
assessments of the probable estimated losses inherent in the loan portfolio, and
to a lesser extent,  unused commitments to provide  financing.  The allowance is
increased by the provision for credit losses,  which is charged  against current
period  operating  results and  decreased by the amount of  charge-offs,  net of
recoveries.  The Company's  methodology for assessing the appropriateness of the
allowance consists of several key elements, which include the formula allowance,
the specific allowance and the unallocated allowance.

     The formula allowance is calculated by applying loss factors to outstanding
loans and unused commitments. Loss factors are based on the Company's historical
loss  experience  and  may  be  adjusted  for   significant   factors  that,  in
management's  judgement,  affect the  collectibility  of the portfolio as of the
evaluation  date. The Company derives the loss factors for all commercial  loans
from a loss  migration  model  and  for  pooled  loans  by  using  expected  net
charge-offs  for one year.  Pooled loans are  homogeneous  in nature and include
consumer and residential mortgage loans, and automobile leases.

     Specific   allowances  are  established  in  cases  where   management  has
identified  significant  conditions  or  circumstances  related to a credit that
management  believes  indicate the probability  that a loss has been incurred in
excess of the amount determined by the application of the formula allowance.


                                      F-54
<PAGE>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 31, 2000, 2001, AND 2002 (CONTINUED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NATURE OF OPERATIONS
        (CONTINUED)

     The  unallocated  allowance is composed of attribution  factors,  which are
based upon management's  evaluation of various  conditions that are not directly
measured  in the  determination  of the  formula and  specific  allowances.  The
conditions  evaluated in connection with the  unallocated  allowance may include
existing  general  economic and business  conditions  affecting  the key lending
areas of the Company, credit quality trends, collateral values, loan volumes and
concentrations,  seasoning of the loan portfolio,  specific industry  conditions
within portfolio segments,  recent loss experience in particular segments of the
portfolio,  duration of the current business cycle, bank regulatory  examination
results and findings of the Company's internal credit examiners.

     The allowance also incorporates the results of measuring  impaired loans as
provided  in  Statement  of  Financial  Accounting  Standards  (SFAS)  No.  114,
"Accounting by Creditors for Impairment of a Loan" and SFAS No. 118, "Accounting
by Creditors for  Impairment of a  Loan--Income  Recognition  and  Disclosures."
These accounting standards prescribe the measurement methods, income recognition
and disclosures  related to impaired  loans. A loan is considered  impaired when
management  determines  that it is probable  that the Company  will be unable to
collect all amounts due according to the original  contractual terms of the loan
agreement.  Impairment  is  measured  by the  difference  between  the  recorded
investment in the loan (including  accrued  interest,  net deferred loan fees or
costs and  unamortized  premium or discount) and the estimated  present value of
total expected  future cash flows,  discounted at the loan's  effective rate, or
the  fair  value  of  the  collateral,  if the  loan  is  collateral  dependent.
Additionally,  some impaired loans with  commitments of less than $1 million are
aggregated for the purpose of measuring impairment using historical loss factors
as a means of  measurement.  In addition,  the impairment  allowance may include
amounts  related  to  certain  qualitative  factors  that  have yet to  manifest
themselves in the other  measurements.  Impairment is recognized by adjusting an
allocation of the existing allowance for credit losses.

     PREMISES AND EQUIPMENT

     Premises and equipment are carried at cost, less  accumulated  depreciation
and  amortization.  Depreciation  and  amortization  are  calculated  using  the
straight-line  method over the  estimated  useful  life of each asset.  Lives of
premises  range  from  ten to forty  years;  lives of  furniture,  fixtures  and
equipment range from three to eight years.  Leasehold improvements are amortized
over the term of the respective lease or ten years, whichever is shorter.

     Long-lived  assets  that are held or that are to be disposed of and certain
intangibles are evaluated  periodically for impairment when events or changes in
circumstances  indicate  that the carrying  amount may not be  recoverable.  The
impairment  is calculated as the  difference  between the expected  undiscounted
future cash flows of a long-lived  asset,  if lower,  and its carrying value. In
the event of an  impairment,  the Company  recognizes a loss for the  difference
between the  carrying  amount and the  estimated  value of the asset as measured
using a quoted  market  price or, in the  absence of a quoted  market  price,  a
discounted  cash flow analysis.  The impairment loss is reflected in noninterest
expense.

     OTHER ASSETS

     As of January 1, 2002 with the  adoption  of SFAS No.  142,  "Goodwill  and
Other Intangible  Assets," goodwill is no longer  amortized,  but instead tested
for  impairment  at least  annually.  Prior to  January 1,  2002,  goodwill  was
amortized using the  straight-line  method over its estimated period of benefit,
generally fifteen years.


                                      F-54

<PAGE>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 31, 2000, 2001, AND 2002 (CONTINUED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NATURE OF OPERATIONS
        (CONTINUED)

     Intangible assets are amortized either using the straight-line  method or a
method  that  patterns  the manner in which the  economic  benefit is  consumed.
Intangible  assets are amortized over their estimated  period of benefit ranging
from six to fifteen years. The Company periodically evaluates the recoverability
of intangible assets and takes into account events or circumstances that warrant
revised estimates of useful lives or that indicate that impairment exists. As of
December 31, 2002, intangible assets are subject to amortization.

     Other real estate owned (OREO)  represents the collateral  acquired through
foreclosure  in  full or  partial  satisfaction  of the  related  loan.  OREO is
recorded at the lower of the loan's unpaid  principal  balance or its fair value
as established  by a current  appraisal,  adjusted for  disposition  costs.  Any
write-down  at the date of  transfer  is  charged  to the  allowance  for credit
losses. OREO values,  recorded in other assets, are reviewed on an ongoing basis
and any  decline  in value is  recognized  as  foreclosed  asset  expense in the
current period.  The net operating results from these assets are included in the
current period in noninterest expense as foreclosed asset expense (income).

     Distressed  loans  held for  sale  are  included  in  other  assets  in the
consolidated  financial  statements  and  represent  loans that the  Company has
identified as available for accelerated disposition.  These are loans that would
otherwise be included in nonaccrual loans.  Distressed loans are recorded at the
lower of the loans' unpaid principal balance or their fair value. Any write-down
at the  date  of  transfer  is  charged  to the  allowance  for  credit  losses.
Distressed loans' values,  recorded in other assets, are reviewed on a quarterly
basis and any decline in value is recognized in other noninterest  income during
the period in which the decline occurs.

     DERIVATIVE INSTRUMENTS HELD FOR TRADING OR CUSTOMER ACCOMMODATION

     The Company  enters into a variety of interest rate  derivative  contracts,
primarily swaps and options, and foreign exchange contracts,  either for trading
purposes,  based on management's intent at inception,  or as an accommodation to
customers.

     Derivatives  held or issued  for  trading  or  customer  accommodation  are
carried at fair value,  with realized and  unrealized  changes in fair values on
contracts  included  in  noninterest  income in the period in which the  changes
occur.  Unrealized  gains and losses are reported  gross and included in trading
account assets and other liabilities,  respectively. Cash flows are reported net
as operating activities.

     DERIVATIVE INSTRUMENTS HELD FOR PURPOSES OTHER THAN TRADING

     The Company  enters into a variety of  derivative  contracts  as a means of
reducing  the  Company's  interest  rate  and  foreign  exchange  exposures.  At
inception these contracts, i.e., hedging instruments,  are evaluated in order to
determine  if they qualify for hedge  accounting.  With the adoption of SFAS No.
133, "Accounting for Derivative  Instruments and Hedging Activities," on January
1, 2001, the hedging instrument must be highly effective in achieving offsetting
changes in the hedge  instrument and hedged item  attributable to the risk being
hedged. Any ineffectiveness,  which arises during the hedging  relationship,  is
recognized  in  noninterest  expense  in the  period  in  which it  arises.  All
qualifying hedges are valued at fair value and included in other assets or other
liabilities.  For fair value hedges of interest  bearing assets or  liabilities,
the change in the fair value of the hedged  item and the hedging  instrument  to
the extent  effective is recognized in net interest  income.  For all other fair
value  hedges,  the  changes in the fair value of the hedged item and changes in
fair value of the derivative are recognized in noninterest income. For cash flow
hedges,  the  unrealized  changes  in fair  value to the  extent  effective  are
recognized in other comprehensive  income.  Amounts realized on cash flow


                                      F-55

<PAGE>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 31, 2000, 2001, AND 2002 (CONTINUED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NATURE OF OPERATIONS
        (CONTINUED)

hedges related to variable rate loans are  recognized in net interest  income in
the period when the cash flow from the hedged item is  realized.  The fair value
of cash  flow  hedges  related  to  forecasted  transactions  is  recognized  in
noninterest expense in the period when the forecasted transaction occurs.

     FOREIGN CURRENCY TRANSLATION

     Assets,  liabilities  and results of  operations  for foreign  branches are
recorded based on the functional  currency of each branch.  Since the functional
currency of the branches is the local  currency,  the net assets are  remeasured
into U.S. dollars using a combination of current and historical  exchange rates.
The  resulting  gains or losses  are  included  in  shareholders'  equity,  as a
component of accumulated  other  comprehensive  income  (loss),  on a net of tax
basis.

     INCOME TAXES

     The Company  files  consolidated  federal  and  combined  state  income tax
returns.  Amounts  provided for income tax expense are based on income  reported
for  financial  statement  purposes  and do not  necessarily  represent  amounts
currently payable under tax laws.  Deferred taxes,  which arise principally from
temporary  differences  between the period in which certain  income and expenses
are  recognized for financial  accounting  purposes and the period in which they
affect taxable  income,  are included in the amounts  provided for income taxes.
Under this method,  the  computation  of the net deferred tax liability or asset
gives current recognition to changes in the tax laws.

     NET INCOME PER COMMON SHARE

     Basic  earnings  per share (EPS) is computed by dividing  net income by the
weighted average number of common shares outstanding during the period.  Diluted
EPS incorporates the dilutive effect of common stock equivalents  outstanding on
an average basis during the period. Stock options are a common stock equivalent.
See discussion under "Stock-Based Compensation-Transition and Disclosure," which
follows below and Note 19.

     STOCK-BASED COMPENSATION-TRANSITION AND DISCLOSURE

     In December 2002, the Financial  Accounting  Standards  Board (FASB) issued
SFAS  No.  148,   "Accounting  for  Stock-Based   Compensation--Transition   and
Disclosure,"   which   amends  SFAS  No.  123,   "Accounting   for   Stock-Based
Compensation."  This Statement provides  alternative methods of transition for a
voluntary  change to the fair value based method of accounting  for  stock-based
employee  compensation.  It also amends the disclosure  requirements  to require
prominent  disclosure in both annual and interim financial  statements about the
method of accounting for stock-based employee compensation and the effect of the
method  used  on  reported  results.  The  disclosure  requirements  under  this
Statement are effective for financial statements issued after December 15, 2002.

     As  allowed  under  the  provisions  of  SFAS  No.  123,   "Accounting  for
Stock-Based  Compensation,"  as  amended,  the Company has chosen to continue to
recognize compensation expense using the intrinsic value-based method of valuing
stock options  prescribed in Accounting  Principles  Board Opinion (APB) No. 25,
"Accounting  for Stock Issued to Employees" and related  Interpretations.  Under
the intrinsic value-based method, compensation cost is measured as the amount by
which  the  quoted  market  price  of the  Company's  stock at the date of grant
exceeds the stock option exercise price.


                                      F-56

<PAGE>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 31, 2000, 2001, AND 2002 (CONTINUED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NATURE OF OPERATIONS
        (CONTINUED)

     At December 31, 2002, the Company has two stock-based employee compensation
plans,  which are described more fully in Note 14. Only restricted  stock awards
have been  reflected in  compensation  expense,while  all options  granted under
those plans had an exercise  price equal to the market  value of the  underlying
common stock on the date of grant.

     The following  table  illustrates the effect on net income and earnings per
share if the Company had applied the fair value  recognition  provisions of SFAS
No. 123 to stock-based employee compensation.

<TABLE>
<CAPTION>


                                                                        YEAR ENDED DECEMBER 31,
                                                                  ___________________________________
(DOLLARS IN THOUSANDS)                                              2000          2001         2002
________________________________________________________________  ________      ________     ________
<S>                                                               <C>           <C>          <C>
As reported net income..........................................  $439,900      $481,428     $527,903
Stock-based employee compensation expense (determined
  under fair value based method for all awards, net
  of taxes).....................................................   (10,170)      (16,678)     (23,844)
                                                                  ________      ________     ________
Pro forma net income, after stock-based employee
  compensation expense.....................                       $429,730      $464,750     $504,059
                                                                  ========      ========     ========
Earnings per share--basic
                                                 As reported         $2.72         $3.05        $3.41
                                                   Pro forma         $2.66         $2.94        $3.26
Earnings per share--diluted
                                                 As reported         $2.72         $3.04        $3.38
                                                   Pro forma         $2.65         $2.93        $3.22
</TABLE>


     Compensation cost associated with the Company's  unvested  restricted stock
issued under the management  stock plan is measured based on the market price of
the  stock  at  the  grant  date  and  is  expensed  over  the  vesting  period.
Compensation  expense  related to  restricted  stock  awards for the years ended
December 31, 2000, 2001, and 2002 was not significant.

     EMPLOYEE BENEFIT AND INCENTIVE PLANS AND OTHER POSTRETIREMENT BENEFITS

     The Company provides a variety of benefit and incentive  compensation plans
for eligible employees and retirees.  Provisions for the costs of these employee
benefit and  incentive  plans and  postretirement  benefit plans are accrued and
charged to expense when the benefit is earned.

     On January 1, 2000, the Company changed the method it uses to calculate the
market-related value of its pension plan assets. This change increased the value
of plan assets on which the expected returns are based and,  therefore,  results
in lower net periodic  pension cost.  This change in  methodology  resulted in a
one-time credit to salaries and benefits of $16.0 million.  The impact on future
years is not considered significant.

     SEGMENT REPORTING

     Business unit results are based on an internal management  reporting system
used by management to measure the  performance of the units and the Company as a
whole.  The  management  reporting  system  identifies  balance sheet and income
statement  items to each business unit based on internal  management  accounting
policies.  Net interest income is determined using the Company's  internal funds
transfer pricing system, which assigns a cost of funds to assets or a credit for
funds to  liabilities  and capital  based on their type,  maturity or  repricing
characteristics.   Noninterest   income  and  expense   directly  or  indirectly
attributable to a


                                      F-57

<PAGE>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 31, 2000, 2001, AND 2002 (CONTINUED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NATURE OF OPERATIONS
        (CONTINUED)

business unit are assigned to that business.  Economic  capital is attributed to
each business unit using a Risk Adjusted Return on Capital (RAROC)  methodology,
which seeks to allocate  capital to each business unit consistent with the level
of risk they assume.  These risks are  primarily  credit  risk,  market risk and
operational risk. Credit risk is the potential loss in economic value due to the
likelihood  that the  obligor  will not  perform as agreed.  Market  risk is the
potential  loss in fair value due to changes in interest  rates,  currency rates
and  volatilities.  Operational  risk is the  potential  loss due to failures in
internal controls, system failures, or external events.

     RESALE AND REPURCHASE AGREEMENTS

     Transactions  involving  purchases of securities under agreements to resell
(reverse  repurchase  agreements or reverse repos) or sales of securities  under
agreements to repurchase  (repurchase  agreements or repos) are accounted for as
collateralized financings except where the Company does not have an agreement to
sell (or purchase) the same or substantially the same securities before maturity
at a fixed or determinable  price. The Company's policy is to obtain  possession
of collateral with a market value equal to or in excess of the principal  amount
loaned under resale agreements.  Collateral is valued daily, and the Company may
require  counterparties  to deposit  additional  collateral or return collateral
pledged when appropriate.

     COMPANY-OBLIGATED MANDATORILY REDEEMABLE PREFERRED SECURITIES OF SUBSIDIARY
       GRANTOR TRUST

     Company-obligated mandatorily redeemable preferred securities of subsidiary
grantor trust (trust  preferred  securities) are accounted for as a liability on
the balance sheet.  Dividends (or  distributions) on trust preferred  securities
are treated as interest expense on an accrual basis.

     RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     ACCOUNTING FOR GOODWILL AND OTHER INTANGIBLE ASSETS

     In June 2001, the FASB issued Statement of Financial  Accounting  Standards
(SFAS) No. 141,  "Business  Combinations," and SFAS No. 142, "Goodwill and Other
Intangible  Assets."  SFAS No. 141 requires  that all business  combinations  be
accounted for by a single method--the purchase method. This Statement eliminates
the  pooling-of-interests  method but carries forward without reconsideration of
the guidance in  Accounting  Principles  Board (APB)  Opinion No. 16,  "Business
Combinations," and SFAS No. 38, "Accounting for Preacquisition  Contingencies of
Purchased  Enterprises,"  related to the  application of the purchase  method of
accounting.  The  provisions of SFAS No. 141 apply to all business  combinations
initiated after June 30, 2001, and all business combinations accounted for using
the purchase method for which the date of acquisition is July 1, 2001, or later.
Goodwill and intangible assets acquired in transactions completed after June 30,
2001 are accounted for in accordance with the amortization  and  nonamortization
provisions of SFAS No. 142. SFAS No. 142  significantly  changes the  accounting
for  goodwill  and  other   intangible   assets   subsequent  to  their  initial
recognition. This Statement requires that goodwill and some intangible assets no
longer be amortized,  but tested for  impairment at least  annually by comparing
the fair value of those assets with their  recorded  amounts.  Note 4 includes a
summary of the  Company's  goodwill and other  intangible  assets as well as the
impact of the adoption of SFAS No. 142.


                                      F-58

<PAGE>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 31, 2000, 2001, AND 2002 (CONTINUED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NATURE OF OPERATIONS
        (CONTINUED)

     ACCOUNTING FOR ASSET RETIREMENT OBLIGATIONS

     In June  2001,  the  FASB  issued  SFAS  No.  143,  "Accounting  for  Asset
Retirement  Obligations." This Statement addresses the financial  accounting and
reporting for obligations  associated with the retirement of tangible long-lived
assets  and the  associated  asset  retirement  costs.  It  applies to the legal
obligations associated with the retirement of long-lived assets that result from
the  acquisition,  construction,  development,  and/or the normal operation of a
long-lived  asset. A legal  obligation is an obligation that a party is required
to settle as a result of an  existing or enacted  law,  statute,  ordinance,  or
written or oral  contract,  or by legal  construction  of a  contract  under the
doctrine of promissory  estoppel.  This  Statement is effective for fiscal years
beginning after June 15, 2002.  Management  believes  adoption of this Statement
will not have a material impact on the Company's  financial  position or results
of operations.

     ACCOUNTING FOR THE IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS

     In  August  2001,  the  FASB  issued  SFAS  No.  144,  "Accounting  for the
Impairment or Disposal of Long-Lived Assets." This Statement supersedes SFAS No.
121,  "Accounting  for the  Impairment of Long-Lived  Assets and for  Long-Lived
Assets to Be Disposed of," and the  accounting  and reporting  provisions of APB
Opinion No. 30,  "Reporting the Results of  Operations-Reporting  the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions," for the disposal of a segment of a business.
SFAS No. 144 establishes a single  accounting model for long-lived  assets to be
disposed of by sale,  whether  previously held and used or newly acquired.  This
Statement  carries  over the  framework  established  in SFAS No.  121,  and was
adopted by the Company on January 1, 2002. The adoption of this Statement had no
material impact on the Company's financial position or results of operations.

     RESCISSION OF SFAS NO. 4, 44, AND 64, AMENDMENT OF SFAS NO.13

     In April 2002, the FASB issued SFAS No. 145, "Rescission of SFAS No. 4, 44,
and 64,  Amendment of SFAS No. 13, and Technical  Corrections."  This  Statement
rescinds SFAS No. 4, "Reporting Gains and Losses from  Extinguishment  of Debt,"
SFAS No. 44,  "Accounting for Intangible Assets of Motor Carriers," and SFAS No.
64,  "Extinguishments of Debt Made to Satisfy  Sinking-Fund  Requirements." This
Statement  amends  SFAS  No.  13,  "Accounting  for  Leases,"  to  eliminate  an
inconsistency  between the required  accounting for sale-leaseback  transactions
and the required  accounting for certain lease  modifications that have economic
effects that are similar to sale-leaseback transactions. This Statement requires
that capital leases that are modified so that the resulting  lease  agreement is
classified  as an  operating  lease be  accounted  for under the  sale-leaseback
provisions of SFAS No. 98,  "Accounting  for Leases." This Statement also amends
other  existing  authoritative  pronouncements  to make  technical  corrections,
clarify meanings, or describe their applicability under changed conditions.  The
provisions of this  Statement  related to the  rescission of SFAS No. 4 shall be
applied in fiscal years  beginning  after May 15, 2002.  The  provisions of this
Statement related to SFAS No. 13 are effective for transactions  occurring after
May 15, 2002. All other provisions of this Statement are effective for financial
statements issued on or after May 15, 2002, with early  application  encouraged.
The adoption of this  Statement did not have a material  impact on the Company's
financial position or results of operations.

     ACCOUNTING FOR COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES

     In June  2002,  the  FASB  issued  SFAS  No.  146,  "Accounting  for  Costs
Associated  with Exit or  Disposal  Activities."  This  Statement  replaces  the
accounting and reporting  provisions of Emerging  Issues Task Force

                                      F-59

<PAGE>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 31, 2000, 2001, AND 2002 (CONTINUED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NATURE OF OPERATIONS
        (CONTINUED)

(EITF) Issue No. 94-3,  "Liability  Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity  (including  Certain Costs Incurred
in a Restructuring)." It requires that costs associated with an exit or disposal
activity be recognized  when a liability is incurred  rather than at the date an
entity commits to an exit plan.  This Statement is effective  after December 31,
2002.  Management believes that adopting this Statement will not have a material
impact on the Company's financial position or results of operations.

     ACCOUNTING FOR ACQUISITIONS OF CERTAIN FINANCIAL INSTITUTIONS

     In October  2002,  the FASB issued SFAS No. 147,  "Acquisitions  of Certain
Financial  Institutions."  This Statement  amended SFAS No. 72,  "Accounting for
Certain  Acquisitions  of  Banking  or  Thrift   Institutions,"  SFAS  No.  144,
"Accounting   for  the  Impairment  or  Disposal  of  Long-Lived   Assets,"  and
Interpretation  No. 9,  "Applying APB Opinion No. 16 and 17, "When a Savings and
Loan Association or a Similar Institution Is Acquired in a Business  Combination
Accounted  for by the  Purchase  Method."  The  requirement  in  paragraph  5 of
Statement 72 to recognize  any excess of the fair value of  liabilities  assumed
over the fair value of tangible and identifiable  intangible  assets acquired as
an unidentifiable  intangible asset no longer applies to acquisitions within the
scope  of  this  Statement.  The  acquisition  of all  or  part  of a  financial
institution  that  meets  the  definition  of a  business  combination  shall be
accounted for by the purchase method in accordance with SFAS No. 141,  "Business
Combinations."  In addition,  this Statement  amends SFAS No. 144, to include in
its  scope  long-term  customer-relationship   intangible  assets  of  financial
institutions such as depositor and  borrower-relationship  intangible assets and
credit cardholder  intangible  assets. As a result,  those intangible assets are
now subject to the impairment test in accordance with the provisions in SFAS No.
144. The  provisions of this  Statement  that relate to the  application  of the
purchase   method  of  accounting   apply  to  all   acquisitions  of  financial
institutions,  except transactions between two or more mutual enterprises.  This
Statement  was  effective  October  1,  2002 and had no  material  impact on the
Company's financial position or results of operations.

     ACCOUNTING  FOR  GUARANTORS AND  DISCLOSURE  REQUIREMENTS  FOR  GUARANTEES,
       INCLUDING INDIRECT GUARANTEES OF INDEBTEDNESS OF OTHERS

     In November  2002,  the FASB issued  FASB  Interpretation  No. 45 (FIN 45),
"Guarantor's  Accounting and Disclosure  Requirements for Guarantees,  Including
Indirect  Guarantees of Indebtedness of Others." The  Interpretation  expands on
the  accounting  guidance  of  Statements  No. 5, 57,  and 107 and  incorporates
without  change the  provisions  of FASB  Interpretation  No. 34, which is being
superseded.   The   Interpretation   elaborates   on  the  existing   disclosure
requirements  for most  guarantees  and  requires  that  guarantors  recognize a
liability  for the  fair  value  of  guarantees  at  inception.  The  disclosure
requirements  of this  Interpretation  are effective  for  financial  statements
periods ending after December 15, 2002. The initial  recognition and measurement
provisions of this  Interpretation  are to be applied on a prospective  basis to
guarantees  issued or modified after December 31, 2002.  Significant  guarantees
that have been entered into by the Company are disclosed in Note 21.  Management
believes that adopting the measurement  provisions of this  Interpretation  will
not have a material  impact on the  Company's  financial  position or results of
operations.

     CONSOLIDATION OF VARIABLE INTEREST ENTITIES

     In  January  2003,  the FASB  issued  FIN 46,  "Consolidation  of  Variable
Interest Entities." The purpose of this interpretation is to provide guidance on
how to identify a variable  interest entity (VIE) and determine when the assets,
liabilities,  noncontrolling  interests, and results of operations of a VIE need
to be included in a

                                      F-60

<PAGE>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 31, 2000, 2001, AND 2002 (CONTINUED)


NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NATURE OF OPERATIONS
        (CONTINUED)

company's  consolidated  financial  statements.  A company  that holds  variable
interests in an entity will need to consolidate that entity if
the  company's  interest  in the VIE is such  that  the  company  will  absorb a
majority of the VIE's  expected  losses  and/or  receive a majority of the VIE's
expected residual returns,  if they occur. New disclosure  requirements are also
prescribed by FIN 46. FIN 46 became effective upon its issuance.  As of December
31,  2002,  the  Company  does not  believe  it has any  VIE's  for  which  this
interpretation would be applicable.

NOTE 2--SECURITIES

     The amortized cost, gross unrealized gains,  gross unrealized  losses,  and
fair values of securities  are presented  below.  At January 1, 2001, all of our
securities held to maturity were transferred to securities available for sale in
conjunction with the adoption of SFAS No. 133, and therefore,  no information is
provided for December  31, 2001 or December 31, 2002 in the  securities  held to
maturity table.

<TABLE>
<CAPTION>

SECURITIES AVAILABLE FOR SALE



                                                                            DECEMBER 31,
                                    _____________________________________________________________________________________________
                                                        2001                                            2002
                                    _____________________________________________   _____________________________________________
                                                   GROSS      GROSS                               GROSS       GROSS
                                     AMORTIZED  UNREALIZED UNREALIZED     FAIR      AMORTIZED   UNREALIZED UNREALIZED     FAIR
(DOLLARS IN THOUSANDS)                 COST       GAINS      LOSSES       VALUE        COST       GAINS       LOSSES      VALUE
__________________________________  __________   ________    _______   __________   __________   ________    _______   __________
<S>                                 <C>          <C>         <C>       <C>          <C>          <C>         <C>       <C>
U.S. Treasury.....................  $  214,249   $  7,957    $    --   $  222,206   $  332,169   $ 12,220    $    --   $  344,389
Other U.S. government.............   1,902,001     91,315        303    1,993,013    2,560,420    126,886         --    2,687,306
Mortgage-backed securities........   3,293,857     48,138     14,127    3,327,868    3,902,879    115,738         80    4,018,537
State and municipal...............      40,116      5,897         80       45,933       42,917      6,182          8       49,091
Corporate debt securities.........     129,314         --      4,152      125,162      181,345         19     25,565      155,799
Equity securities.................      78,810        133         --       78,943       73,559      3,598        241       76,916
Foreign securities................       5,883         92         18        5,957        6,425         94         57        6,462
                                    __________   ________    _______   __________   __________   ________    _______   __________
  Total securities available for
    sale..........................  $5,664,230   $153,532    $18,680   $5,799,082   $7,099,714   $264,737    $25,951   $7,338,500
                                    ==========   ========    =======   ==========   ==========   ========    =======   ==========
</TABLE>

     The amortized cost and fair value of securities,  by contractual  maturity,
are shown below.  Expected  maturities  may differ from  contractual  maturities
because  borrowers  may have the  right to call or prepay  obligations,  with or
without call or prepayment penalties.

                                      F-61

<PAGE>


                    UNIONBANCAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 31, 2000, 2001, AND 2002 (CONTINUED)

NOTE 2--SECURITIES (CONTINUED)

MATURITY SCHEDULE OF SECURITIES



                                                            SECURITIES
                                                        AVAILABLE FOR SALE(1)
                                                     __________________________
                                                         DECEMBER 31, 2002
                                                     __________________________
                                                      AMORTIZED         FAIR
(DOLLARS IN THOUSANDS)                                  COST            VALUE
_________________________________________________    __________      __________
Due in one year or less..........................    $  538,306      $  543,794
Due after one year through five years............     2,762,947       2,900,345
Due after five years through ten years...........       295,601         286,489
Due after ten years..............................     3,429,301       3,530,956
Equity securities(2).............................        73,559          76,916
                                                     __________      __________
  Total securities...............................    $7,099,714      $7,338,500
                                                     ==========      ==========
__________
(1)  The remaining  contractual  maturities of  mortgage-backed  securities  are
     classified without regard to prepayments. The contractual maturity of these
     securities  is not a  reliable  indicator  of  their  expected  life  since
     borrowers have the right to repay their obligations at any time.

(2)  Equity securities do not have a stated maturity.

     In 2000,  proceeds  from sales of  securities  available for sale were $423
million  with  gross  realized  gains of $27  million  and $18  million of gross
realized losses. In 2001,  proceeds from sales of securities  available for sale
were $931 million with gross  realized  gains of $31 million and gross  realized
losses of $22 million. In 2002, proceeds from sales of securities  available for
sale were  $188  million  with  gross  realized  gains of $9  million  and gross
realized losses of $13 million.

 COLLATERAL

     The Company reports  securities pledged as collateral in secured borrowings
and  other  arrangements  when  the  secured  party  can  sell or  repledge  the
securities.  These  securities have been separately  identified.  If the secured
party cannot resell or repledge the securities of the Company,  those securities
are not separately identified. As of December 31, 2001 and 2002, the Company had
no pledged  collateral  to secured  parties who are not  permitted  to resell or
repledge those securities.

     As of  December  31,  2001 and  2002,  the  Company  had not  accepted  any
collateral that it is permitted by contract to sell or repledge.

                                      F-62

<PAGE>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 31, 2000, 2001, AND 2002 (CONTINUED)

NOTE 3--LOANS AND ALLOWANCE FOR CREDIT LOSSES

     A summary of loans,  net of unearned  interest  and fees of $56 million and
$45 million, at December 31, 2001 and 2002, respectively, is as follows:


                                                        DECEMBER 31,
                                              _____________________________
(DOLLARS IN THOUSANDS)                            2001              2002
___________________________________________   ___________       ___________
Domestic:
  Commercial, financial and industrial.....   $11,476,361       $10,338,508
  Construction.............................     1,059,847         1,285,204
  Mortgage:
    Residential............................     4,788,219         6,382,227
    Commercial.............................     3,590,318         4,150,178
                                              ___________       ___________
      Total mortgage.......................     8,378,537        10,532,405
  Consumer:
    Installment............................     1,200,047           909,787
    Revolving lines of credit..............       859,021         1,102,771
                                              ___________       ___________
      Total consumer.......................     2,059,068         2,012,558
  Lease financing..........................       979,242           812,918
                                              ___________       ___________
      Total loans in domestic offices......    23,953,055        24,981,593
Loans originated in foreign branches.......     1,040,975         1,456,490
                                              ___________       ___________
      Total loans..........................    24,994,030        26,438,083
      Allowance for credit losses..........       634,509           609,190
                                              ___________       ___________
      Loans, net...........................   $24,359,521       $25,828,893
                                              ===========       ===========


     Changes in the allowance for credit losses were as follows:

<TABLE>
<CAPTION>

                                                                   YEARS ENDED DECEMBER 31,
                                                            ____________________________________
(DOLLARS IN THOUSANDS)                                         2000          2001         2002
_______________________________________________________     _________     _________    _________
<S>                                                         <C>           <C>          <C>
Balance, beginning of year.............................     $ 470,378     $ 613,902    $ 634,509
Loans charged off......................................      (322,363)     (322,469)    (245,342)
Recoveries of loans previously charged off.............        26,297        58,370       39,546
                                                            _________     _________    _________
    Total net loans charged off........................      (296,066)     (264,099)    (205,796)
Provision for credit losses............................       440,000       285,000      175,000
Foreign translation adjustment and other net
  additions (deductions)...............................          (410)         (294)       5,477
                                                            _________     _________    _________
Balance, end of year...................................     $ 613,902     $ 634,509    $ 609,190
                                                            =========     =========    =========
</TABLE>

     Nonaccrual loans totaled $492 million and $337 million at December 31, 2001
and 2002,  respectively.  There were no renegotiated  loans at December 31, 2001
and 2002.

                                      F-63

<PAGE>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 31, 2000, 2001, AND 2002 (CONTINUED)

NOTE 3--LOANS AND ALLOWANCE FOR CREDIT LOSSES (CONTINUED)

     LOAN IMPAIRMENT

     Impaired loans of the Company include commercial, financial and industrial,
construction and commercial  mortgage loans  designated as nonaccrual.  When the
value of an impaired  loan is less than the recorded  investment  in the loan, a
portion  of the  Company's  allowance  for  credit  losses  is  allocated  as an
impairment allowance.

     The Company's  policy for  recognition of interest  income,  charge-offs of
loans,  and  application of payments on impaired loans is the same as the policy
applied to nonaccrual loans.

     The following  table sets forth  information  about the Company's  impaired
loans.

<TABLE>
<CAPTION>

                                                                                DECEMBER 31,
                                                                   ___________________________________
(DOLLARS IN THOUSANDS)                                               2000          2001         2002
_____________________________________________________________      ________      ________     ________
<S>                                                                <C>           <C>          <C>
Impaired loans with an allowance.............................      $318,418      $383,967     $306,693
Impaired loans without an allowance(1).......................        81,581       107,918       29,996
                                                                   ________      ________     ________
    Total impaired loans(2)..................................      $399,999      $491,885     $336,689
                                                                   ========      ========     ========
Allowance for impaired loans.................................      $118,378       $97,651     $120,682
Average balance of impaired loans during the year............      $257,650      $455,168     $399,703
Interest income recognized during the year on nonaccrual
  loans at December 31.......................................      $  1,221      $  5,442     $ 10,842
<FN>
__________
(1)  These loans do not require an  allowance  for credit  losses under SFAS No.
     114  since the fair  values  of the  impaired  loans  equal or  exceed  the
     recorded investments in the loans.

(2)  This amount was evaluated for impairment using three measurement methods as
     follows:  $361 million,  $452 million, and $300 million was evaluated using
     the present  value of the expected  future cash flows at December 31, 2000,
     2001 and 2002, respectively;  $13 million, $15 million, and $22 million was
     evaluated using the fair value of the collateral at December 31, 2000, 2001
     and 2002,  respectively;  and $26 million, $25 million, and $15 million was
     evaluated  using  historical  loss factors at December  31, 2000,  2001 and
     2002, respectively.
</FN>
</TABLE>

     RELATED PARTY LOANS

     In some cases,  the Company  makes loans to related  parties  including its
directors,  executive officers, and their affiliated companies.  At December 31,
2001,  related party loans outstanding to individuals who served as directors or
executive  officers at anytime during the year totaled $33 million,  as compared
to $28 million at December 31, 2002. In the opinion of management, these related
party loans were made on substantially the same terms,  including interest rates
and collateral  requirements,  as those terms prevailing at the date these loans
were made.  During 2001 and 2002,  there were no loans to related  parties  that
were charged  off.  Additionally,  at December 31, 2001 and 2002,  there were no
loans to related parties that were nonperforming.

     NOTE 4--GOODWILL AND OTHER INTANGIBLE ASSETS

     Upon  adoption  of SFAS No. 142 on January 1,  2002,  the  amortization  of
existing  goodwill  ceased and the carrying  amount of goodwill was allocated to
the  applicable  reporting  units.  The  allocation  was based on the sources of
previously  recognized  goodwill  as well as the  reporting  units to which  the
related  acquired net assets

                                      F-64

<PAGE>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 31, 2000, 2001, AND 2002 (CONTINUED)

NOTE 4--GOODWILL AND OTHER INTANGIBLE ASSETS (CONTINUED)

were assigned.  Management's expectations of which reporting units had benefited
from the synergies of acquired  businesses  were  considered  in the  allocation
process.  The Company performed a transitional  impairment test during May 2002,
measured  as of the date of  adoption.  The fair market  value of the  reporting
units tested for impairment  exceeded its carrying  value,  including  goodwill;
therefore, no impairment loss was recognized.  As of December 31, 2002, goodwill
was $151 million.

     Net income and earnings per share for the year ending December 31, 2000 and
2001,  were adjusted,  on a pro forma basis,  to exclude $14 million in goodwill
amortization  expense (net of taxes of $0.6 million) and $15 million in goodwill
amortization expense (net of taxes of $0.6 million) for the years ended December
31, 2000 and 2001, respectively, as follows:

<TABLE>
<CAPTION>


                                                       FOR THE YEARS ENDED DECEMBER 31,
                                                      ___________________________________
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)           2000          2001         2002
__________________________________________________    ________      ________     ________
<S>                                                   <C>           <C>          <C>
NET INCOME:
As reported.......................................    $439,900      $481,428     $527,903
Goodwill amortization, net of income tax..........      13,723        14,788           --
As adjusted.......................................    $453,623      $496,216     $527,903

BASIC EARNINGS PER SHARE:
As reported.......................................       $2.72         $3.05        $3.41
Goodwill amortization.............................         .09           .09           --
As adjusted.......................................       $2.81         $3.14        $3.41

DILUTED EARNINGS PER SHARE:
As reported.......................................       $2.72         $3.04        $3.38
Goodwill amortization.............................         .08           .09           --
As adjusted.......................................       $2.80         $3.13        $3.38
</TABLE>

     On May 13, 2002,  the Company  completed its  acquisition  of First Western
Bank and recorded  approximately $24 million of goodwill and $11 million of core
deposit  intangible.  The  core  deposit  intangible  is being  amortized  on an
accelerated basis over an estimated life of 12.5 years.

     On November 1, 2002, the Company completed its acquisition of Valencia Bank
& Trust and  recorded  approximately  $37 million of goodwill  and $9 million of
core deposit  intangible.  The core deposit  intangible is being amortized on an
accelerated basis over an estimated life of 6 years.

     On December 18, 2002, the Company completed its acquisition of John Burnham
& Company, and recorded  approximately $18 million of goodwill and $8 million of
rights-to-expiration.   The   rights-to-expiration   will  be  amortized  on  an
accelerated basis over its useful economic life.

                                      F-65

<PAGE>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 31, 2000, 2001, AND 2002 (CONTINUED)


NOTE 4--GOODWILL AND OTHER INTANGIBLE ASSETS (CONTINUED)

     INTANGIBLE ASSETS SUBJECT TO AMORTIZATION

     Intangible  assets  amortization  expense  for  2002,  was $5  million.  No
residual  value is expected  for these  intangible  assets.  The  components  of
intangible assets were as follows:

<TABLE>
<CAPTION>
                                                               DECEMBER 31, 2002
                                              ______________________________________________
                                              GROSS CARRYING     ACCUMULATED    NET CARRYING
(DOLLARS IN MILLIONS)                              AMOUNT       AMORTIZATION       AMOUNT
__________________________________________    _______________   ____________    ____________
<S>                                                 <C>              <C>            <C>
Rights-to-expiration......................          $22.9           $ 3.1           $19.8
Core deposit intangible...................           28.2             9.5            18.7
                                                    _____           _____           _____
Total identifiable intangible assets......          $51.1           $12.6           $38.5
                                                    =====           =====           =====
</TABLE>

     Amortization  expense  for  the net  carrying  amount  of all  identifiable
intangible  assets with  definite  lives for the years ending  December 31, 2003
through 2007 is approximately $9 million,  $8 million,  $6 million,  $4 million,
and $3 million, respectively.

NOTE 5--PREMISES AND EQUIPMENT

     Premises and equipment are carried at cost, less  accumulated  depreciation
and amortization. As of December 31, 2001 and 2002, the amounts were:

<TABLE>
<CAPTION>

                                                              DECEMBER 31,
                           _________________________________________________________________________________
                                      2001                                          2002
                           _______________________________________     _____________________________________
                                        ACCUMULATED                                 ACCUMULATED
                                      DEPRECIATION AND   NET BOOK                 DEPRECIATION AND  NET BOOK
(DOLLARS IN THOUSANDS)        COST      AMORTIZATION       VALUE          COST      AMORTIZATION     VALUE
______________________     __________ ________________   _________     __________ ________________  ________
<S>                        <C>              <C>          <C>           <C>              <C>         <C>
Land..................     $   65,834       $     --     $ 65,834      $   67,050       $     --    $ 67,050
Premises..............        328,366        115,485      212,881         353,213        131,820     221,393
Leasehold improvements        189,438        123,241       66,197         204,980        140,992      63,988
Furniture, fixtures
  and equipment.......        541,187        391,565      149,622         583,225        430,990     152,235
                           __________       ________     ________      __________       ________    ________
    Total.............     $1,124,825       $630,291     $494,534      $1,208,468       $703,802    $504,666
                           ==========       ========     ========      ==========       ========    ========
</TABLE>

     Rental and depreciation and amortization expenses were as follows:
<TABLE>
<CAPTION>

                                                                    YEARS ENDED DECEMBER 31,
                                                                _______________________________
(DOLLARS IN THOUSANDS)                                            2000        2001        2002
____________________________________________________________    ________    _______     _______
<S>                                                             <C>         <C>         <C>
Rental expense of premises..................................    $52,085     $48,482     $53,595
Less: rental income.........................................     15,464      19,343      18,505
                                                                _______     _______     _______
    Net rental expense......................................    $36,621     $29,139     $35,090
                                                                =======     =======     =======
Other net rental income, primarily for equipment............    $(1,300)    $(1,570)    $(1,576)
                                                                =======     =======     =======
Depreciation and amortization of premises and equipment.....    $66,503     $74,786     $77,426
                                                                =======     =======     =======
</TABLE>

                                      F-66

<PAGE>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 31, 2000, 2001, AND 2002 (CONTINUED)

NOTE 5--PREMISES AND EQUIPMENT (CONTINUED)

     Future minimum lease payments are as follows:


(DOLLARS IN THOUSANDS)                           DECEMBER 31, 2002
_______________________________________________  _________________
Years ending December 31,
  2003.........................................       $ 53,908
  2004.........................................         46,795
  2005.........................................         40,648
  2006.........................................         34,877
  2007.........................................         25,166
  Later years..................................         88,214
                                                      ________
Total minimum operating lease payments.........       $289,608
                                                      ========
Minimum rental income due in the future under
  noncancellable subleases.....................        $58,068
                                                      ========

     A majority of the leases  provide  for the  payment of taxes,  maintenance,
insurance, and certain other expenses applicable to the leased premises. Many of
the leases contain extension provisions, and escalation clauses.

NOTE 6--DEPOSITS

     At December  31, 2002,  the Company had $215  million in domestic  interest
bearing time deposits  with a remaining  term of greater than one year, of which
$110 million exceeded $100,000.  Maturity  information for all domestic interest
bearing  time  deposits  with a  remaining  term of  greater  than  one  year is
summarized below.


(DOLLARS IN THOUSANDS)                               DECEMBER 31, 2002
__________________________________________________   _________________
Due after one year through two years..............         $142,153
Due after two years through three years...........           43,680
Due after three years through four years..........           18,791
Due after four years through five years...........            9,345
Due after five years..............................              713
                                                           ________
   Total..........................................         $214,682
                                                           ========

     All of the foreign interest bearing time deposits exceeding $100,000 mature
in less than one year.

NOTE 7--EMPLOYEE BENEFIT AND INCENTIVE PLANS AND OTHER POSTRETIREMENT BENEFITS

     RETIREMENT PLANS

     The Company  maintains the Union Bank of California,  N.A.  Retirement Plan
(the  Plan),   which  is  a   noncontributory   defined  benefit  plan  covering
substantially all of the employees of the Company.  The Plan provides retirement
benefits based on years of credited  service and the final average  compensation
amount,  as defined in the Plan.  Employees  become eligible for this plan after
one year of service and become  fully  vested  after five years of service.  The
Company's funding policy is to make  contributions  between the minimum required
and the  maximum  deductible  amount as allowed by the  Internal  Revenue  Code.
Contributions  are

                                      F-67

<PAGE>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 31, 2000, 2001, AND 2002 (CONTINUED)

NOTE 7--EMPLOYEE BENEFIT AND INCENTIVE PLANS AND OTHER POSTRETIREMENT BENEFITS
        (CONTINUED)

intended to provide not only for benefits  attributed  to services to date,  but
also for those expected to be earned in the future.  Plan assets are invested in
U.S. government  securities,  corporate bonds,  securities and mutual funds. The
Plan contains no Company stock.

     OTHER POSTRETIREMENT BENEFITS

     The Company provides certain health care benefits for its retired employees
and life insurance  benefits for those employees who retired prior to January 1,
2001.  The health care cost is shared  between the Company and the retiree.  The
life insurance plan is noncontributory.  The accounting for the health care plan
anticipates future  cost-sharing  changes that are consistent with the Company's
intent to maintain a level of  cost-sharing at  approximately  25 to 50 percent,
depending on age and service  with the  Company.  Assets set aside to cover such
obligations are primarily invested in mutual funds.

     The following  table sets forth the funded status of the Company's  defined
benefit pension plan and its other postretirement benefit plans.

<TABLE>
<CAPTION>

                                                         PENSION BENEFITS             OTHER BENEFITS
                                                      YEARS ENDED DECEMBER 31,    YEARS ENDED DECEMBER 31,
                                                      ________________________    ________________________
(DOLLARS IN THOUSANDS)                                   2001          2002           2001         2002
__________________________________________________    _________      _________    __________     _________
<S>                                                    <C>           <C>            <C>          <C>
CHANGE IN BENEFIT OBLIGATION
Benefit obligation, beginning of year.............     $509,016      $595,736        $94,108     $123,720
Service cost......................................       21,889        25,810          3,844        5,262
Interest cost.....................................       38,931        43,316          7,267        9,546
Plan participants' contributions..................           --            --          1,386        1,615
Amendments(1).....................................           --            --             --       (8,544)
Actuarial (gain) loss.............................       45,393        82,720         25,249       36,896
Benefits paid.....................................      (19,493)      (21,483)        (8,134)     (10,538)
                                                       ________      ________       ________     ________
Benefit obligation, end of year...................      595,736       726,099        123,720      157,957
                                                       ________      ________       ________     ________
CHANGE IN PLAN ASSETS
Fair value of plan assets, beginning of year......      588,469       596,470         50,296       52,489
Actual return on plan assets......................      (35,273)      (54,847)        (2,518)     (10,850)
Employer contribution.............................       62,767       140,000         11,459       48,820
Plan participants' contributions..................           --            --          1,386        1,615
Benefits paid.....................................      (19,493)      (21,483)        (8,134)     (10,538)
                                                       ________      ________       ________     ________
Fair value of plan assets, end of year............      596,470       660,140         52,489       81,536
                                                       ________      ________       ________     ________
Funded status.....................................          734       (65,959)       (71,231)     (76,422)
Unrecognized transition amount....................           --            --         37,432       25,486
Unrecognized net actuarial gain...................       92,570       290,750         25,083       77,120
Unrecognized prior service cost...................        5,591         4,524         (1,441)      (1,345)
                                                       ________      ________       ________     ________
Prepaid (accrued) benefit cost....................     $ 98,895      $229,315       $(10,157)    $ 24,839
                                                       ========      ========       ========     ========
<FN>
__________
(1)  In 2002, the Company  changed its  postretirement  medical  benefit plan to
     increase the required  contributions  as a percentage of total cost paid by
     some future retirees.
</FN>
</TABLE>

                                      F-68

<PAGE>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 31, 2000, 2001, AND 2002 (CONTINUED)

NOTE 7--EMPLOYEE BENEFIT AND INCENTIVE PLANS AND OTHER POSTRETIREMENT BENEFITS
        (CONTINUED)

     The  following  tables  summarize  the  assumptions  used in computing  the
present value of the projected benefit obligations and the net periodic cost.

<TABLE>
<CAPTION>
                                                              PENSION BENEFITS           OTHER BENEFITS
                                                            ______________________    _____________________
                                                                YEARS ENDED              YEARS ENDED
                                                                DECEMBER 31,            DECEMBER 31,
                                                            ______________________    _____________________
                                                             2000     2001    2002     2000    2001    2002
                                                            ______   _____   _____    _____   _____   _____
<S>                                                          <C>      <C>     <C>      <C>     <C>     <C>
Discount rate in determining expense....................     7.75%    7.50%   7.25%    7.75%   7.50%   7.25%
Discount rate in determining benefit obligations at
  year end..............................................     7.50     7.25    6.75     7.50    7.25    6.75
Rate of increase in future compensation levels for
  determining expense...................................     5.00     5.00    5.00       --      --      --
Rate of increase in future compensation levels for
  determining benefit obligations at year end...........     5.00     5.00    5.00       --      --      --
Expected return on plan assets..........................     8.25     8.25    8.25     8.00    8.00    8.00
</TABLE>

<TABLE>
<CAPTION>
                                                      PENSION BENEFITS                      OTHER BENEFITS
                                                ________________________________     ______________________________
                                                   YEARS ENDED DECEMBER 31,             YEARS ENDED DECEMBER 31,
                                                ________________________________     ______________________________
(DOLLARS IN THOUSANDS)                            2000         2001        2002        2000       2001        2002
__________________________________________      _______      _______     _______     _______    _______     _______
<S>                                             <C>          <C>         <C>         <C>        <C>         <C>
COMPONENTS OF NET PERIODIC BENEFIT COST
Service cost..............................      $20,688      $21,889     $25,810     $ 3,024    $ 3,844     $ 5,262
Interest cost.............................       34,429       38,930      43,316       6,708      7,267       9,546
Expected return on plan assets............      (45,357)     (51,144)    (60,613)     (3,893)    (4,177)     (6,591)
Amortization of prior service cost........        1,067        1,067       1,067          --        (96)        (96)
Amortization of transition amount.........           --           --          --       3,455      3,216       3,403
Recognized net actuarial (gain) loss......       (1,077)          --          --        (858)        12       2,299
                                                _______      _______     _______     _______    _______     _______
  Net periodic benefit cost...............        9,750       10,742       9,580       8,436     10,066      13,823
Loss (gain) due to curtailment............           --           --          --       2,868     (1,828)         --
                                                _______      _______     _______     _______    _______     _______

  Total net periodic benefit cost.........      $ 9,750      $10,742     $ 9,580     $11,304    $ 8,238     $13,823
                                                =======      =======     =======     =======    =======     =======
</TABLE>

     For 2000,  the Company  assumed a 10 percent annual rate of increase in the
per capita cost of postretirement medical benefits for the indemnity plan and an
8 percent annual rate of increase for the HMO plan. For future periods, the rate
for the indemnity  plan was expected to gradually  decrease from 10 percent to 5
percent in 2007 and will remain at that level  thereafter.  The rate for the HMO
plan was expected to gradually  decrease from 8 percent to 5 percent in 2007 and
remain at that level thereafter.

                                      F-69

<PAGE>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 31, 2000, 2001, AND 2002 (CONTINUED)

NOTE 7--EMPLOYEE BENEFIT AND INCENTIVE PLANS AND OTHER POSTRETIREMENT BENEFITS
        (CONTINUED)

     For 2001,  the Company  assumed a 9 percent  annual rate of increase in the
per capita cost of postretirement  medical benefits for the indemnity plan and a
7.5 percent  annual rate of increase for the HMO plan. For future  periods,  the
rate for the indemnity plan was expected to gradually decrease from 9 percent to
5 percent in 2007 and will remain at that level thereafter. The rate for the HMO
plan was  expected to gradually  decrease  from 7.5 percent to 5 percent in 2007
and remain at that level thereafter.

     For 2002, the Company  assumed an 10 percent annual rate of increase in the
per capita cost of postretirement  medical benefits for the indemnity plan and a
12 percent  annual rate of increase for the HMO plan.  For future  periods,  the
rate for the indemnity  plan was expected to gradually  decrease from 10 percent
to 5 percent in 2008 and will remain at that level thereafter.  The rate for the
HMO plan was expected to gradually decrease from 12 percent to 5 percent in 2008
and remain at that level thereafter.

     The healthcare cost trend rate  assumption has a significant  effect on the
amounts  reported for the health care plans.  A  one-percentage-point  change in
assumed health care cost trend rates would have the following effects.

<TABLE>
<CAPTION>

                                                           1-PERCENTAGE-     1-PERCENTAGE-
(DOLLARS IN THOUSANDS)                                    POINT INCREASE    POINT DECREASE
_______________________________________________________   ______________    ______________
<S>                                                             <C>            <C>
Effect on total of service and interest components.....         $2,150         $ (1,785)
Effect on postretirement benefit obligation............         14,789          (12,574)

</TABLE>

     EXECUTIVE SUPPLEMENTAL BENEFIT PLANS

     The Company has several Executive  Supplemental Benefit Plans (ESBP), which
provide eligible employees with supplemental  retirement benefits. The plans are
unfunded.  The accrued liability for ESBP's included in other liabilities in the
Consolidated Balance Sheets was $28 million at December 31, 2001 and $33 million
at  December  31,  2002.  The  Company's  expense  relating to the ESBP's was $2
million for the year ended  December  31,  2000,  and $3 million for each of the
years ended December 31, 2001 and 2002.

     SECTION 401(K) SAVINGS PLANS

     The Company has a defined contribution plan authorized under Section 401(k)
of the Internal  Revenue Code. All  benefits-eligible  employees are eligible to
participate  in the plan.  Employees  may  contribute  up to 25 percent of their
pre-tax  covered  compensation  or up to 10 percent of their  after-tax  covered
compensation  through salary deductions.  The Company  contributes 50 percent of
every pre-tax  dollar an employee  contributes  up to the first 6 percent of the
employee's  pre-tax  covered  compensation.  Employees  are fully  vested in the
employer's  contributions  immediately.  In  addition,  the  Company  may make a
discretionary  annual  profit-sharing  contribution  up  to  2.5  percent  of an
employee's pay. This profit-sharing  contribution is for all eligible employees,
regardless  of whether an  employee is  participating  in the 401(k)  plan,  and
depends  on  the   Company's   annual   financial   performance.   All  employer
contributions are tax deductible by the Company. The Company's combined matching
contribution  expense was $6 million, $13 million, and $17 million for the years
ended December 31, 2000, 2001 and 2002, respectively.

                                      F-70

<PAGE>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 31, 2000, 2001, AND 2002 (CONTINUED)


NOTE 8--OTHER NONINTEREST EXPENSE

     The detail of other noninterest expense is as follows:

                                                   YEARS ENDED DECEMBER 31,
                                             ___________________________________
(DOLLARS IN THOUSANDS)                          2000          2001         2002
__________________________________________   ________      ________     ________
Software..................................   $ 24,037      $ 31,766     $ 42,850
Advertising and public relations..........     29,125        37,710       37,510
Intangible asset amortization.............     15,061        16,012        5,485
Other.....................................    154,525       157,910      171,168
                                             ________      ________     ________
Total other noninterest expenses..........   $222,748      $243,398     $257,013
                                             ========      ========     ========

NOTE 9--INCOME TAXES

     The components of income tax expense were as follows:

                                                  YEARS ENDED DECEMBER 31,
                                             ___________________________________
(DOLLARS IN THOUSANDS)                         2000          2001         2002
__________________________________________   ________      ________     ________
Taxes currently payable:
  Federal.................................   $202,427      $172,898     $173,310
  State...................................      3,595           326       31,622
  Foreign.................................      1,804         1,965        3,996
                                             ________      ________     ________
    Total currently payable...............    207,826       175,189      208,928
                                             ________      ________     ________
Taxes deferred:
  Federal.................................      9,300        49,163       58,586
  State...................................      3,998         9,905     (20,807)
  Foreign.................................        411         (413)          669
                                             ________      ________     ________
    Total deferred........................     13,709        58,655       38,448
                                             ________      ________     ________
    Total income tax expense..............   $221,535      $233,844     $247,376
                                             ========      ========     ========

                                      F-71

<PAGE>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 31, 2000, 2001, AND 2002 (CONTINUED)

NOTE 9--INCOME TAXES (CONTINUED)

     The  components  of the net  deferred  tax  balances of the Company were as
follows:

                                                               DECEMBER 31,
(DOLLARS IN THOUSANDS)                                      2001         2002
_______________________________________________________   ________     ________
Deferred tax assets:
  Allowance for credit losses..........................   $239,110     $231,657
  Accrued income and expense...........................     45,224       62,190
  Tax credit carryforwards.............................         --       13,590
  Other................................................     13,144        6,353
                                                          ________     ________
    Total deferred tax assets..........................    297,478      313,790
Deferred tax liabilities:
  Leasing..............................................    425,169      462,525
  Unrealized gain on securities available for sale.....     51,581       91,335
  Pension liabilities..................................     40,813       69,541
  Unrealized net gains on cash flow hedges.............     38,925       64,649
                                                          ________     ________

    Total deferred tax liabilities.....................    556,488      688,050
                                                          ________     ________

      Net deferred tax liability.......................   $259,010     $374,260
                                                          ========     ========

     It is management's opinion that no valuation allowance is necessary because
the tax  benefits  from the  Company's  deferred  tax assets are  expected to be
utilized in future tax returns.

     The following table is an analysis of the effective tax rate:

                                                       YEARS ENDED DECEMBER 31,
                                                       ________________________
                                                       2000      2001      2002
                                                       ____      ____      ____

Federal income tax rate..............................    35%       35%       35%
Net tax effects of:
  State income taxes, net of federal income tax
    benefit..........................................     1        1         1
  Tax credits........................................    (2)      (2)       (4)
  Other..............................................    (1)      (1)       --
                                                         __       __        __
    Effective tax rate...............................    33%      33%       32%
                                                         ==       ==        ==

     The  Company  has filed its 2000 and 2001,  and  intends  to file its 2002,
California franchise tax returns on a worldwide unitary basis, incorporating the
financial results of BTM and its worldwide affiliates.

     During 2002, the Company recognized a tax credit adjustment of $9.8 million
related to the  standardization  of our accounting for low-income housing credit
(LIHC)  investments  and a $3.3  million  net  reduction  in income tax  expense
resulting  from a change  in  California  state  tax law  concerning  loan  loss
reserves.

                                      F-72

<PAGE>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 31, 2000, 2001, AND 2002 (CONTINUED)

NOTE 10--BORROWED FUNDS

     The following is a summary of the major categories of borrowed funds:
<TABLE>
<CAPTION>

                                                                              DECEMBER 31,
                                                                      __________________________
(DOLLARS IN THOUSANDS)                                                    2001            2002
________________________________________________________________      __________      __________
<S>                                                                   <C>             <C>
Federal funds purchased and securities sold under repurchase
  agreements with weighted average interest rates of 1.41%
  and 0.88% at December 31, 2001 and 2002, respectively.........      $  418,814      $  334,379
Commercial paper, with weighted average interest rates of
  1.89% and 1.21% at December 31, 2001 and 2002, respectively...         830,657       1,038,982
Other borrowed funds, with weighted average interest rates of
  2.96% and 2.25% at December 31, 2001 and 2002, respectively...         700,403         267,047
                                                                      __________      __________
  Total borrowed funds..........................................      $1,949,874      $1,640,408
                                                                      ==========      ==========
Federal funds purchased and securities sold under repurchase
  agreements:
  Maximum outstanding at any month end..........................      $1,575,938      $  428,808
  Average balance during the year...............................       1,243,933         427,610
  Weighted average interest rate during the year................            4.19%           1.41%
Commercial paper:
  Maximum outstanding at any month end..........................      $1,572,029      $1,107,578
  Average balance during the year...............................       1,287,603         997,543
  Weighted average interest rate during the year................            4.07%           1.67%
Other borrowed funds:
  Maximum outstanding at any month end..........................      $  702,511      $  942,627
  Average balance during the year...............................         464,033         469,877
  Weighted average interest rate during the year................            4.35%           2.15%

</TABLE>

     Included  in other  borrowed  funds in 2001 and 2002 are  assumed  mortgage
notes  related to the  purchase  of the  Company's  administrative  facility  at
Monterey  Park,  California.  The notes  consist  of 20 zero  coupon  notes with
varying maturity dates through 2011. Maturities of these notes for the next five
years are as follows:  $6.5  million in each of 2003 and 2004,  $5.3  million in
2005, $5.0 million in each of 2006 and 2007, and $24.4 million thereafter.

NOTE 11--MEDIUM AND LONG-TERM DEBT

     The  following is a summary of our  medium-term  senior debt and  long-term
subordinated debt.

                                                               DECEMBER 31,
                                                          _____________________
(DOLLARS IN THOUSANDS)                                      2001         2002
______________________________________________________    ________     ________
Medium-term debt, fixed rate 5.75% senior notes due
  December 2006.......................................    $199,931     $218,584
Long-term subordinated debt, floating rate notes due
  June 2007. These notes bear interest at 0.325%
  above 3-month London Interbank Offered Rate (LIBOR)
  and are payable to BTM..............................     199,726      199,776
                                                          ________     ________
Total medium and long-term debt.......................    $399,657     $418,360
                                                          ========     ========

                                      F-73

<PAGE>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 31, 2000, 2001, AND 2002 (CONTINUED)

NOTE 11--MEDIUM AND LONG-TERM DEBT (CONTINUED)

     On November 30, 2001, the Company issued $200 million of medium-term notes.
At December 31, 2002,  the weighted  average  interest  rate of the  medium-term
notes including the impact of the deferred issuance costs was 5.90 percent.  The
notes do not qualify as Tier 2  risk-based  capital  under the  Federal  Reserve
guidelines for assessing  regulatory capital and are not redeemable prior to the
stated  maturity.  The notes are senior  obligations and are ranked equally with
all existing or future unsecured senior debt.

     The Company has converted its 5.75 percent fixed rate to a floating rate of
interest  utilizing a $200 million notional  interest rate swap, which qualified
as a fair  value  hedge  at  December  31,  2002.  This  transaction  meets  the
qualifications  for  utilizing the shortcut  method for measuring  effectiveness
under SFAS No. 133. The market value  adjustment to the medium-term  debt was an
unrealized  loss  of $19  million,  and  the  fair  value  of the  hedge  was an
unrealized gain of $19 million.  The weighted average  interest rate,  including
the impact of the hedge and deferred issuance costs was 2.49 percent.

     The  long-term  subordinated  debt  qualifies as Tier 2 risk-based  capital
under the Federal Reserve guidelines for assessing  regulatory capital.  For the
total  risk-based  capital ratio, the amount of notes that qualify as capital is
reduced as the notes approach maturity.  At December 31, 2001 and 2002, the $200
million of notes qualified as risk-based capital.  The weighted average interest
rate of the notes as of December 31, 2002 was 2.19 percent.

     Provisions  of the  subordinated  notes  restrict the use of the  Company's
property  as  security  for  borrowings,   and  place   limitations  on  leases,
indebtedness,  distributions to shareholders,  mergers, sales of certain assets,
transactions  with  affiliates,  and changes in majority stock  ownership of the
Company.

NOTE  12--UNIONBANCAL  CORPORATION--OBLIGATED  MANDATORILY  REDEEMABLE PREFERRED
SECURITIES OF SUBSIDIARY GRANTOR TRUST

     In February 1999, UnionBanCal Finance Trust I issued $350 million preferred
securities to the public and $10,824,750  common securities to the Company.  The
proceeds of such  issuances  were  invested by  UnionBanCal  Finance  Trust I in
$360,824,750  aggregate  principal  amount of the  Company's 7 3/8 percent  debt
securities  due May 15, 2029 (the Trust  Notes).  The Trust Notes  represent the
sole asset of  UnionBanCal  Finance  Trust I. The Trust Notes  mature on May 15,
2029,  bear interest at the rate of 7 3/8 percent,  payable  quarterly,  and are
redeemable  by the Company  beginning  on or after  February  19,  2004,  at 100
percent of the principal amount thereof, plus any accrued and unpaid interest to
the redemption date.

     Holders of the preferred  securities and common  securities are entitled to
cumulative  cash  distributions  at an  annual  rate  of 7 3/8  percent  of  the
liquidation amount of $25 per security.  The preferred securities are subject to
mandatory  redemption  upon repayment of the Trust Notes and are callable by the
Company at 100 percent of the liquidation  amount beginning on or after February
19,  2004.  The Trust  exists  for the sole  purpose of  issuing  the  preferred
securities and investing the proceeds in the Trust Notes issued by the Company.

     The Company has  guaranteed,  on a subordinated  basis,  distributions  and
other payments due on the preferred  securities (the Guarantee).  The Guarantee,
when taken together with the Company's  obligations under the Trust Notes and in
the  indenture  pursuant to which the Trust Notes were issued and the  Company's
obligations  under the Amended and Restated  Declaration of Trust  governing the
subsidiary trust,  provide a full and unconditional  guarantee of amounts due on
the Trust Preferred securities.

     The  Company has  converted a portion of its 7 3/8 percent  fixed rate to a
floating  rate of interest by utilizing a $200 million  notional  interest  rate
swap,  which  qualified as a fair value hedge at December  31, 2002.  The

                                      F-74

<PAGE>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 31, 2000, 2001, AND 2002 (CONTINUED)


NOTE  12--UNIONBANCAL  CORPORATION--OBLIGATED  MANDATORILY  REDEEMABLE PREFERRED
SECURITIES OF SUBSIDIARY GRANTOR TRUST (CONTINUED)

market value  adjustment to the preferred  securities was an unrealized  loss of
$15.7 million while the fair value of the hedge was an unrealized  gain of $14.0
million.  The weighted average interest rate,  including the impact of the hedge
and deferred  issuance  costs,  was 4.44 percent for the year ended December 31,
2002.

     The grantor trust is a wholly owned subsidiary of UnionBanCal  Corporation.
The Trust  Notes and  related  trust  investment  in the Trust  Notes  have been
eliminated  in  consolidation  and the preferred  securities  are reflected as a
liability in the accompanying consolidated financial statements.

NOTE 13--DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

     The  Company  has a  dividend  reinvestment  and  stock  purchase  plan for
shareholders.   Participating   shareholders   have  the  option  of  purchasing
additional  shares at the full market price with cash  payments of $25 to $3,000
per quarter.  The Company obtains shares required for reinvestment  through open
market  purchases or through the issuance of new shares from its  authorized but
unissued  stock.  During 2000,  2001, and 2002,  449,064,  383,765,  and 367,713
shares, respectively, were required for dividend reinvestment purposes, of which
24,666,  20,402,  and 19,881 shares were  considered new issuances  during 2000,
2001, and 2002, respectively.  BTM did not participate in the plan in 2000, 2001
or 2002.

NOTE 14--MANAGEMENT STOCK PLAN

     The Company  has two  management  stock  plans.  The Year 2000  UnionBanCal
Corporation Stock Plan, effective January 1, 2000 (the 2000 Stock Plan), and the
UnionBanCal  Corporation  Management Stock Plan, restated effective June 1, 1997
(the 1997 Stock Plan),  have 16.0 million and 6.6 million shares,  respectively,
of the  Company's  common stock  authorized  to be awarded to key  employees and
outside directors of the Company at the discretion of the Executive Compensation
and Benefits  Committee of the Board of Directors (the Committee).  Employees on
rotational assignment from BTM are not eligible for stock awards.

     The  Committee  determines  the term of each stock  option  grant,  up to a
maximum of ten years from the date of grant.  The exercise  price of the options
issued  under the Stock Plan shall not be less than the fair market value on the
date the option is granted.  Unvested  restricted  stock  issued under the Stock
Plan is shown as a reduction to retained  earnings.  The value of the restricted
shares  at the date of grant  is  amortized  to  compensation  expense  over its
vesting period.  All cancelled or forfeited  options and restricted stock become
available for future grants.

     In 2000,  2001 and  2002,  the  Company  granted  options  to  non-employee
directors and various key employees,  including policy-making officers under the
1997 and 2000 Stock Plans. Under both Stock Plans,  options granted to employees
vest pro-rata on each anniversary of the grant date and become fully exercisable
three years from the grant date,  provided  that the employee has  completed the
specified  continuous  service  requirement.  The  options  vest  earlier if the
employee dies, is permanently disabled, or retires under certain grant, age, and
service conditions.  Options granted to non-employee  directors are fully vested
on the grant date and exercisable 33 1/3 percent on each  anniversary  under the
1997 Stock Plan,  and fully vested and  exercisable  on the grant date under the
2000 Stock Plan. The following is a summary of stock option  transactions  under
the Stock Plans.

                                      F-75

<PAGE>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 31, 2000, 2001, AND 2002 (CONTINUED)


NOTE 14--MANAGEMENT STOCK PLAN (CONTINUED)

<TABLE>
<CAPTION>
                                                                     YEARS ENDED DECEMBER 31,
                                          ______________________________________________________________________________________
                                                   2000                        2001                          2002
                                          ___________________________  ___________________________   ___________________________
                                          NUMBER OF  WEIGHTED-AVERAGE  NUMBER OF  WEIGHTED-AVERAGE   NUMBER OF  WEIGHTED-AVERAGE
                                           SHARES     EXERCISE PRICE    SHARES      EXERCISE PRICE    SHARES     EXERCISE PRICE
                                          _________  ________________  _________  ________________   _________  ________________
<S>                                       <C>              <C>         <C>               <C>        <C>                <C>
Options outstanding, beginning of
  year............................        3,281,273        $28.46      5,191,899         $28.47      7,939,271         $29.79
  Granted.........................        2,126,506         27.99      3,448,242          30.03      2,911,652          43.49
  Exercised.......................          (98,004)        13.18       (557,597)         19.02     (2,187,170)         28.57
  Forfeited.......................         (117,876)        32.04       (143,273)         29.91       (148,284)         34.05
                                          _________        ______      _________         ______     __________         ______
Options outstanding, end of year..        5,191,899        $28.47      7,939,271         $29.79      8,515,469         $34.71
                                          =========        ======      =========         ======     ==========         ======
Options exercisable, end of year..        2,135,228        $25.90      3,009,555         $29.53      3,031,478         $31.08
                                          =========        ======      =========         ======     ==========         ======

</TABLE>

     The weighted-average  fair value of options granted was $10.21 during 2000,
$10.38 during 2001, and $16.67 during 2002.

     The fair value of each option grant is estimated on the date of grant using
the  Black-Scholes  option  pricing  model with the  following  weighted-average
assumptions  used for grants  made in 2000,  2001 and 2002;  risk-free  interest
rates of 6.4  percent in 2000,  4.9  percent in 2001,  and 4.9  percent in 2002;
expected volatility of 44 percent in 2000, 45 percent in 2001, and 46 percent in
2002;  expected lives of 5 years for 2000, 2001, and 2002; and expected dividend
yields of 3.5 percent in 2000, 3.4 percent in 2001, and 2.3 percent in 2002.

     The following table summarizes information about stock options outstanding.

<TABLE>
<CAPTION>

                                                                                         OPTIONS EXERCISABLE AT
                                OPTIONS OUTSTANDING AT DECEMBER 31, 2002                    DECEMBER 31, 2002
                          ____________________________________________________      _______________________________
                                         WEIGHTED-AVERAGE
    RANGE OF                 NUMBER          REMAINING        WEIGHTED-AVERAGE        NUMBER       WEIGHTED-AVERAGE
 EXERCISE PRICES          OUTSTANDING    CONTRACTUAL LIFE      EXERCISE PRICE       EXERCISABLE     EXERCISE PRICE
______________________    ___________    ________________     ________________      ___________    ________________
<S>                        <C>                 <C>                    <C>            <C>                   <C>
$11.25 - 11.25........        33,000           2.3 years              $11.25            33,000             $11.25
 18.29 - 25.00........       314,392                 4.5               22.23           275,285              22.07
 27.56 - 38.04........     5,290,575                 7.1               30.81         2,648,693              31.84
 42.69 - 48.51........     2,877,502                 9.2               43.53            74,500              45.91
                           _________                                                 _________
                           8,515,469                                                 3,031,478
                           =========                                                 =========
</TABLE>

     In 2000,  2001, and 2002, the Company also granted 13,500,  6,000 and 6,000
shares,   respectively,   of  restricted   stock  to  key  officers,   including
policy-making  officers,  under the Stock Plan.  The awards of restricted  stock
vest pro-rata on each anniversary of the grant date and become fully vested four
years  from the  grant  date,  provided  that the  employee  has  completed  the
specified  continuous  service  requirement.  They vest  earlier if the employee
dies, is permanently and totally disabled,  or retires under certain grant, age,
and service  conditions.  Restricted  shareholders  have the right to vote their
restricted shares and receive dividends.

                                      F-76

<PAGE>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 31, 2000, 2001, AND 2002 (CONTINUED)


NOTE 14--MANAGEMENT STOCK PLAN (CONTINUED)

     The following is a summary of restricted stock transactions under the Stock
Plan.

<TABLE>
<CAPTION>

                                                                            YEARS ENDED DECEMBER 31,
                                          _____________________________________________________________________________________
                                                      2000                           2001                          2002
                                          ___________________________   ___________________________  __________________________
                                                    WEIGHTED-AVERAGE              WEIGHTED-AVERAGE            WEIGHTED-AVERAGE
                                          NUMBER OF     GRANT DATE      NUMBER OF     GRANT DATE     NUMBER OF    GRANT DATE
                                           SHARES       FAIR VALUE        SHARES      FAIR VALUE       SHARES     FAIR VALUE
                                          _________  ________________   _________  ________________  _________ ________________
<S>                                       <C>               <C>         <C>               <C>        <C>             <C>
Restricted stock awards
  outstanding, beginning of year..        1,496,106         $14.05      1,506,162         $14.11     1,511,526       $14.19
  Granted.........................           13,500          25.00          6,000          37.10         6,000        45.00
  Cancelled.......................           (3,444)         31.66           (636)         37.47          (459        32.61
                                          _________                     _________                    _________
Restricted stock awards
  outstanding, end of year........        1,506,162         $14.11      1,511,526         $14.19     1,517,067       $14.31
                                          =========                     =========                    =========
Restricted stock awards vested,
  end of year.....................        1,408,696         $13.00      1,469,354         $13.66     1,503,305       $14.09
                                          =========                     =========                    =========
</TABLE>

     At December 31, 2000,  2001 and 2002,  8,969,424,  5,659,091  and 2,890,182
shares,  respectively,  were available for future grants as either stock options
or  restricted  stock under the Stock Plan.  The number of shares  available for
future  grants  at  December  31,  2002  does not  include  six  million  shares
authorized, but not registered, during 2002.

     Effective  January 1, 1997,  the Company  established a  Performance  Share
Plan. Eligible  participants may earn performance share awards to be redeemed in
cash  three  years  after the date of grant.  Performance  shares  are linked to
shareholder  value in two ways:  (1) the market  price of the  Company's  common
stock; and (2) return on equity,  a performance  measure closely linked to value
creation.  Eligible participants  generally receive grants of performance shares
annually.  The total number of performance  shares granted under the plan cannot
exceed  600,000.  The Company  granted  31,500 shares in 2000,  68,000 shares in
2001, and 61,500 shares in 2002. No performance shares were forfeited in 2000 or
2002.  In  2001,  9,000  performance  shares  were  forfeited.  The  value  of a
performance  share is equal to the market price of the  Company's  common stock.
All  cancelled or  forfeited  performance  shares  become  available  for future
grants.

NOTE 15--FAIR VALUE OF FINANCIAL INSTRUMENTS

     The  fair  value of a  financial  instrument  is the  amount  at which  the
instrument could be exchanged in a current  transaction between willing parties,
other than in a forced or  liquidation  sale.  All of the fair values  presented
below are as of their  respective  period  ends and have been  made  under  this
definition of fair value unless otherwise disclosed.

     It is  management's  belief  that  the  fair  values  presented  below  are
reasonable  based on the valuation  techniques and data available to the Company
as of December 31, 2001 and 2002, as more fully  described  below.  It should be
noted that the  operations  of the Company are managed on a going  concern basis
and not on a liquidation basis. As a result, the ultimate value realized for the
financial instruments  presented could be substantially  different when actually
recognized  over time through the normal course of operations.

                                      F-77

<PAGE>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 31, 2000, 2001, AND 2002 (CONTINUED)


NOTE 15--FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

     Additionally,  a substantial portion of an institution's  inherent value is
its  capitalization  and franchise  value.  Neither of these components has been
given consideration in the presentation of fair values that follow.

     The table below presents the carrying value and fair value of the specified
assets, liabilities, and off-balance sheet instruments held by the Company.

<TABLE>
<CAPTION>

                                                                                      DECEMBER 31,
                                                               ________________________________________________________________
                                                                            2001                               2002
                                                               _____________________________      _____________________________
                                                                 CARRYING            FAIR           CARRYING            FAIR
(DOLLARS IN THOUSANDS)                                             VALUE             VALUE            VALUE             VALUE
____________________________________________________________   ___________       ___________      ___________       ___________
<S>                                                            <C>               <C>              <C>               <C>
ASSETS
  Cash and cash equivalents.................................   $ 3,664,954       $ 3,664,954      $ 4,442,122       $ 4,442,122
  Trading account assets....................................       229,697           229,697          276,021           276,021
  Securities available for sale:
    Securities pledged as collateral........................       137,922           137,922          157,823           157,823
    Held in portfolio.......................................     5,661,160         5,661,160        7,180,677         7,180,677
  Loans, net of allowance for credit losses (1).............    23,392,279        23,774,330       25,044,665        25,007,245
LIABILITIES
   Deposits:
    Noninterest bearing.....................................    12,718,858        12,718,858       16,121,742        16,121,742
    Interest bearing........................................    15,837,341        15,869,729       16,719,073        16,800,871
                                                               ___________       ___________      ___________       ___________
  Total deposits............................................    28,556,199        28,588,587       32,840,815        32,922,613
  Borrowed funds............................................     1,949,874         1,967,333        1,640,408         1,639,100
  Medium and long-term debt.................................       399,657           398,051          418,360           415,333
  UnionBanCal Corporation-obligated mandatorily redeemable
  preferred securities of subsidiary grantor trust..........       363,928           348,600          365,696           354,060
OFF-BALANCE SHEET INSTRUMENTS
  Commitments to extend credit..............................        50,813            50,813           55,760            55,760
  Standby letters of credit.................................         8,239             8,239           10,552            10,552

<FN>
__________
(1)  Excludes lease financing, net of allowance.

</FN>
</TABLE>


     The following  methods and assumptions  were used to estimate fair value of
each class of financial instruments for which it is practicable to estimate that
value.

     CASH AND CASH  EQUIVALENTS:  The book value of cash and cash equivalents is
considered a reasonable estimate of fair value.

     TRADING ACCOUNT ASSETS: Trading account assets are short term in nature and
valued at market based on quoted  market  prices or dealer  quotes.  If a quoted
market price is not available,  the recorded  amounts are estimated using quoted
market  prices for similar  securities.  Thus,  carrying  value is  considered a
reasonable estimate of fair value for these financial instruments.


                                      F-78

<PAGE>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 31, 2000, 2001, AND 2002 (CONTINUED)


NOTE 15--FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

     SECURITIES:  The fair value of  securities is based on quoted market prices
or dealer  quotes.  If a quoted  market  price is not  available,  fair value is
estimated  using  quoted  market  prices  for  similar  securities.   Securities
available for sale are carried at their aggregate fair value,  while  securities
held to maturity are carried at amortized cost.

     LOANS: The fair value for performing fixed and non-reference rate loans was
estimated by discounting  the future cash flows using the current rates at which
similar  loans would be made to borrowers  with similar  credit  ratings and for
similar remaining maturities and, where available,  discount rates were based on
current market rates.

     Loans that are on nonaccrual status were not included in the loan valuation
methods  discussed  previously.  The fair value of these  assets  was  estimated
assuming  these loans were sold at their  carrying  value less their  impairment
allowance.

     The fair  value of  performing  mortgage  loans was based on quoted  market
prices for loans with similar credit and interest rate risk characteristics.

     The fair value of credit lines is assumed to approximate their book value.

     NONINTEREST  BEARING  DEPOSITS:  The  fair  value  of  noninterest  bearing
deposits is the amount  payable on demand at the reporting  date. The fair value
of the demand deposit intangible has not been estimated.

     INTEREST BEARING  DEPOSITS:  The fair value of savings accounts and certain
money market accounts is the amount payable on demand at the reporting date. The
fair value of fixed maturity  certificates  of deposit was estimated using rates
currently being offered on certificates with similar maturities.

     BORROWED  FUNDS:  The book values of federal funds purchased and securities
sold under repurchase agreements and other short-term borrowed funds are assumed
to approximate  their fair value due to their limited duration  characteristics.
The fair  value  for  commercial  paper and term  federal  funds  purchased  was
estimated using market quotes.

     MEDIUM AND LONG-TERM  DEBT: The fair value of the  fixed-rate  senior notes
was estimated using market quotes. The book value for variable-rate subordinated
capital notes is assumed to approximate fair market value.

     TRUST PREFERRED  SECURITIES:  The fair value of fixed-rate  trust preferred
securities was based upon market quotes for those traded securities. This amount
differs from the fair value of those  securities  under hedge accounting since a
hypothetical  value based on the  present  value of cash flows has been used for
that purpose.  It should be noted that the trust  preferred  securities  are not
callable until February 2004 and, therefore, cannot be settled for that price at
this time.

     OFF-BALANCE  SHEET  INSTRUMENTS:  The carrying value of  off-balance  sheet
instruments  represents the  unamortized fee income assessed based on the credit
quality and other covenants  imposed on the borrower.  Since the amount assessed
represents  the market rate that would be charged for  similar  agreements,  the
Company  believes that the fair value  approximates  the carrying value of these
instruments.

                                      F-79

<PAGE>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 31, 2000, 2001, AND 2002 (CONTINUED)


NOTE 16--DERIVATIVE INSTRUMENTS

     The  Company  is  a  party  to  certain   derivative  and  other  financial
instruments  that are used for trading  activities  of the Company,  to meet the
needs of customers,  and to change the impact on the Company's operating results
due to market fluctuations in currency or interest rates.

     Credit  risk is defined as the  possibility  that a loss may occur from the
failure  of  another  party to  perform  in  accordance  with  the  terms of the
contract,  which  exceeds  the value of the  existing  collateral,  if any.  The
Company  utilizes  master netting  agreements in order to reduce its exposure to
credit risk.  Master netting  agreements  mitigate credit risk by permitting the
offset of  amounts  due from and to  individual  counterparties  in the event of
default. Market risk is the possibility that future changes in market conditions
may make the financial instrument less valuable.

     TRADING ACTIVITIES IN DERIVATIVE INSTRUMENTS

     Derivative instruments used for trading purposes are carried at fair value.
The  following  table  reflects  the  Company's  positions  relating  to trading
activities in derivative instruments. Trading activities include both activities
for the Company's own account and as an accommodation for customers. At December
31, 2001 and 2002,  the majority of the Company's  derivative  transactions  for
customers were essentially offset by contracts with other counterparties.

                                      F-80

<PAGE>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 31, 2000, 2001, AND 2002 (CONTINUED)


NOTE 16--DERIVATIVE INSTRUMENTS (CONTINUED)

     The  following is a summary of derivative  instruments  held or written for
trading purposes and customer accommodations.

<TABLE>
<CAPTION>

                                                                        DECEMBER 31,
                                     ____________________________________________________________________________________________
                                                    2001                                             2002
                                     _________________________________________         __________________________________________
                                     UNREALIZED      UNREALIZED      ESTIMATED         UNREALIZED      UNREALIZED       ESTIMATED
(DOLLARS IN THOUSANDS)                 GAINS           LOSSES        FAIR VALUE          LOSSES          LOSSES        FAIR VALUE
________________________________      ________       _________        ________          ________        ________        ________
<S>                                   <C>            <C>              <C>               <C>             <C>             <C>
HELD OR WRITTEN FOR TRADING
  PURPOSES AND CUSTOMER
  ACCOMMODATIONS
Foreign exchange forward
  contracts:
  Commitments to purchase.......      $  2,521       $ (28,955)       $(26,434)         $ 36,508        $ (2,182)       $ 34,326
  Commitments to sell...........        33,476          (2,071)         31,405             1,655         (37,221)        (35,566)
Foreign exchange OTC options:
  Options purchased.............            --            (224)           (224)               --            (863)           (863)
  Options written...............           224              --             224               863              --             863
Currency swap agreements:
  Commitments to pay............         5,311              --           5,311             1,581              --           1,581
  Commitments to receive........            --          (5,257)         (5,257)               --          (1,548)         (1,548)
Interest rate contracts:
  Caps purchased................         4,567              --           4,567             5,514              --           5,514
  Floors purchased..............        20,027              --          20,027             4,459              --           4,459
  Caps written..................            --          (4,567)         (4,567)               --          (5,514)         (5,514)
  Floors written................            --         (20,027)        (20,027)               --          (4,459)         (4,459)
  Swap contracts:
    Pay fixed/receive variable..         4,843         (91,054)        (86,211)               --        (118,181)       (118,181)
    Pay variable/receive fixed..        96,764          (4,084)         92,680           126,058              --         126,058
                                      ________                                          ________
                                       167,733                                           176,638
Effect of master netting
  agreements....................       (48,762)                                          (92,803)
                                      ________                                          ________
Total credit exposure...........      $118,971                                           $83,835
                                      ========                                          ========
</TABLE>

     DERIVATIVE INSTRUMENTS AND OTHER FINANCIAL INSTRUMENTS USED FOR HEDGING

     On January 1, 2001,  the  Company  adopted  SFAS No. 133,  "Accounting  for
Derivative Instruments and Hedging Activities," which establishes accounting and
reporting  standards for derivative  instruments,  including certain  derivative
instruments embedded in other contracts. All derivatives,  whether designated as
a hedge, or not, are required to be recorded on the balance sheet at fair value.
SFAS No. 133 requires that  derivative  instruments  used to hedge be identified
specifically   to  assets,   liabilities,   firm   commitments   or  anticipated
transactions  and be expected to be effective  throughout the life of the hedge.
Derivative  instruments  that do not qualify as either a fair value or cash flow
hedge are valued at fair value and classified as trading account assets with the
resultant gain or loss recognized in current  earnings.  At adoption of SFAS No.
133, the Company recognized a loss of $6 million ($4 million, net of tax), which
is included in noninterest

                                      F-81

<PAGE>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 31, 2000, 2001, AND 2002 (CONTINUED)


NOTE 16--DERIVATIVE INSTRUMENTS (CONTINUED)

expense.  Additionally,  the  adoption of SFAS No. 133  resulted in a cumulative
effect of a change in accounting  principle on accumulated  other  comprehensive
income, net of tax, of $22 million in unrealized gain.

     Derivative  positions are integral  components of the Company's  designated
asset and  liability  management  activities.  The Company  uses  interest  rate
derivatives to manage the  sensitivity  of the Company's net interest  income to
changes in interest  rates.  These  instruments are used to manage interest rate
risk  relating  to  specified  groups  of  assets  and  liabilities,   primarily
LIBOR-based   commercial  loans,   certificates  of  deposit,   trust  preferred
securities and medium-term notes.

     CASH FLOW HEDGES

     HEDGING STRATEGIES FOR VARIABLE RATE LOANS AND CERTIFICATES OF DEPOSIT

     The Company  engages in several types of cash flow hedging  strategies  for
which the hedged transactions are forecasted future loan interest payments,  and
the  hedged  risk is the  variability  in those  payments  due to changes in the
designated  benchmark  rate,  e.g., US dollar LIBOR.  In these  strategies,  the
hedging instruments are matched with groups of variable rate loans such that the
tenor  of the  variable  rate  loans  and  that  of the  hedging  instrument  is
identical.  Cash flow hedging  strategies  include the  utilization of purchased
floor, cap, corridor options and interest rate swaps. The maximum length of time
over which the Company is hedging these exposures is 6.75 years.

     The Company uses purchased  interest rate floors to hedge the variable cash
flows  associated  with 1-month LIBOR or 3-month LIBOR indexed  loans.  Payments
received  under the floor  contract  offset the decline in loan interest  income
caused by the relevant LIBOR index falling below the floor's strike rate.

     The Company uses interest  rate floor  corridors to hedge the variable cash
flows associated with 1-month LIBOR or 3-month LIBOR indexed loans. Net payments
to be received  under the floor  corridor  contracts  offset the decline in loan
interest  income caused by the relevant LIBOR index falling below the corridor's
upper  strike  rate,  but only to the extent the index falls to the lower strike
rate.  The corridor  will not provide  protection  from declines in the relevant
LIBOR index to the extent it falls below the corridor's lower strike rate.

     The Company uses  interest  rate  collars to hedge the variable  cash flows
associated with 1-month LIBOR or 3-month LIBOR indexed loans. Net payments to be
received under the collar  contracts  offset the decline in loan interest income
caused by the relevant LIBOR index falling below the collar's  strike rate while
net payments to be paid will reduce the increase in loan interest  income caused
by the LIBOR index rising above the collar's cap strike rate.

     The  Company  uses  interest  rate swaps to hedge the  variable  cash flows
associated  with 1-month LIBOR or 3-month LIBOR  indexed  loans.  Payments to be
received (or paid) under the swap contracts will offset the fluctuations in loan
interest  income caused by changes in the relevant LIBOR index.  As such,  these
instruments  hedge all  fluctuations  in the loans'  interest  income  caused by
changes in the relevant LIBOR index.

     The  Company  uses  purchased  interest  rate  caps to hedge  the  variable
interest  cash flows  associated  with the  forecasted  issuance and rollover of
short-term,  fixed  rate  negotiable  certificates  of deposit  (CDs).  In these
hedging  relationships,  the Company hedges the LIBOR component of the CD rates,
which is either 3-month LIBOR or 6-month LIBOR,  based on the CD's original term
to  maturity,  which  reflects  their  repricing  frequency.  Net payments to be
received under the cap contract  offset the increase in interest  expense caused
by the relevant LIBOR index rising above the cap's strike rate.

                                      F-82

<PAGE>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 31, 2000, 2001, AND 2002 (CONTINUED)


NOTE 16--DERIVATIVE INSTRUMENTS (CONTINUED)

     Hedging  transactions  are  structured  at  inception  so that the notional
amounts of the hedge are matched with an equal principal amount of loans or CDs,
the index and repricing  frequencies  of the hedge matches those of the loans or
CDs, and the period in which the designated hedged cash flows occurs is equal to
the term of the  hedge.  As such,  most of the  ineffectiveness  in the  hedging
relationship  results from the mismatch between the timing of reset dates on the
hedge  versus those of the loans or CDs. In 2002,  the Company  recognized a net
gain of $0.4 million due to ineffectiveness,  which is recognized in noninterest
expense, compared to a net gain of $0.5 million in 2001.

     For cash flow hedges,  based upon  amounts  included in  accumulated  other
comprehensive  income at December 31, 2002,  the Company  expects to recognize a
gross increase of $126.2 million in net interest income during 2003. This amount
could differ from amounts actually realized due to changes in interest rates and
the addition of other hedges subsequent to December 31, 2002.

     FAIR VALUE HEDGES

     HEDGING   STRATEGY  FOR  UNIONBANCAL   CORPORATION--OBLIGATED   MANDATORILY
REDEEMABLE  PREFERRED  SECURITIES OF SUBSIDIARY  GRANTOR TRUST (TRUST  PREFERRED
SECURITIES)

     The  Company  engages in an  interest  rate  hedging  strategy  in which an
interest rate swap is associated  with a specific  interest  bearing  liability,
UnionBanCal  Corporation's Trust Preferred  Securities,  in order to convert the
liability  from a fixed  rate  to a  floating  rate  instrument.  This  strategy
mitigates the changes in fair value of the hedged liability caused by changes in
the designated benchmark interest rate, US dollar LIBOR.

     Fair value  hedging  transactions  are  structured at inception so that the
notional  amounts of the swap match an associated  principal amount of the Trust
Preferred  Securities.  The interest payment dates, the expiration date, and the
embedded call option of the swap match those of the Trust Preferred  Securities.
The  ineffectiveness on the fair value hedges during 2002 was a net gain of $0.6
million, compared to a net loss of $0.1 million in 2001.

     HEDGING STRATEGY FOR MEDIUM-TERM NOTES

     The  Company  engages in an  interest  rate  hedging  strategy  in which an
interest rate swap is associated with a specified  interest  bearing  liability,
UnionBanCal  Corporation's  five-year,  medium-term  debt issuance,  in order to
convert the  liability  from a fixed rate to a floating  rate  instrument.  This
strategy  mitigates the changes in fair value of the hedged  liability caused by
changes in the designated benchmark interest rate, US dollar LIBOR.

     The fair value hedging transaction for the medium-term notes was structured
at inception to mirror all of the  provisions of the  medium-term  notes,  which
allows the Company to assume that no ineffectiveness exists.

     OTHER

     The Company uses foreign currency forward  contracts as a means of managing
foreign exchange rate risk associated with assets and/or liabilities denominated
in foreign  currencies.  The Company  values the forward  contracts,  the assets
and/or the liabilities at fair value, with the resultant gain or loss recognized
in noninterest income.

                                      F-83

<PAGE>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 31, 2000, 2001, AND 2002 (CONTINUED)


NOTE 16--DERIVATIVE INSTRUMENTS (CONTINUED)

     The Company uses To-Be-Announced (TBA) contracts to fix the price and yield
of anticipated  purchases or sales of  mortgage-backed  securities  that will be
delivered at an agreed upon date.  This strategy  hedges the risk of variability
in the cash flows to be paid or received upon settlement of the TBA contract.

     The  following  table  reflects  summary   information  on  our  derivative
contracts used to hedge or modify the Company's risk as of December 31, 2001 and
2002.

<TABLE>
<CAPTION>

                                                    DECEMBER 31, 2001                               DECEMBER 31, 2002
                                           ________________________________________     ________________________________________
                                           UNREALIZED      UNREALIZED     ESTIMATED     UNREALIZED      UNREALIZED    ESTIMATED
                                              GAINS          LOSSES      FAIR VALUE        GAINS          LOSSES      FAIR VALUE
                                           __________      __________    __________     __________      __________    __________
<S>                                        <C>             <C>             <C>          <C>              <C>           <C>
HELD FOR ASSET AND LIABILITY
  MANAGEMENT PURPOSES
Fair Value Hedges and Hedged
  Items:
Interest rate swap contracts:
  Pay variable/receive fixed....           $ 11,632        $    --         $ 11,632     $  14,041        $     --      $  14,041
  Trust preferred securities....                 --         (13,928)        (13,928)           --         (15,697)       (15,697)
  Medium-term debt interest rate
  swap..........................                 --              --              --        18,639              --         18,639
  Medium-term note..............                 --              --              --            --         (18,639)       (18,639)
  Currency swap agreements:
    Commitments to pay..........              2,179              --           2,179           508              --            508
  Foreign currency loan.........                 --          (2,184)         (2,184)           --            (507)          (507)
Cash Flow Hedges:
Interest rate option contracts:
  Caps purchased................              3,904              --           3,904            89              --             89
  Floors purchased..............             59,296              --          59,296            --            (443)          (443)
  Floors written................                 --         (14,987)        (14,987)       36,369              --         36,369
Interest rate swap contracts:
  Pay variable/receive fixed....             62,210          (5,350)         56,860       133,915              --        133,915
Other Hedges:
   Foreign exchange forward
    contracts
  Commitments to purchase.......                195          (1,728)         (1,533)        2,862             (11)         2,851
    Commitments to sell.........                126             (84)             42             6            (173)          (167)

</TABLE>

NOTE 17--RESTRICTIONS ON CASH AND DUE FROM BANKS, SECURITIES, LOANS AND
         DIVIDENDS

     Federal  Reserve  Board  regulations  require the Bank to maintain  reserve
balances based on the types and amounts of deposits  received.  Average  reserve
balances  were  approximately  $240 million and $195 million for the years ended
December 31, 2001 and 2002, respectively.

     As of December  31, 2001 and 2002,  securities  carried at $1.5 billion and
$2.2  billion and loans of $6.5  billion and $6.4  billion,  respectively,  were
pledged as collateral  for  borrowings,  to secure  public and trust  department
deposits, and for repurchase agreements as required by contract or law.

     The Federal  Reserve Act  restricts  the extension of credit by the Bank to
BTM and affiliates and to the Company and its non-bank subsidiaries and requires
that such loans be secured by certain types of collateral. At December 31, 2002,
$89.9 million  remained  outstanding  on twelve Bankers  Commercial  Corporation
notes payable to the Bank. The respective notes were fully  collateralized  with
equipment leases pledged by Bankers Commercial Corporation.

                                      F-84

<PAGE>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 31, 2000, 2001, AND 2002 (CONTINUED)

NOTE 17--RESTRICTIONS ON CASH AND DUE FROM BANKS, SECURITIES, LOANS AND
         DIVIDENDS (CONTINUED)

     The  payment  of  dividends  by the Bank to the  Company  is subject to the
approval of the Office of the  Comptroller of the Currency (OCC) if the total of
all dividends declared in any calendar year exceeds certain calculated  amounts.
The payment of dividends is also limited by minimum capital requirements imposed
on national banks by the OCC. At December 31, 2002, the Bank could have declared
dividends aggregating $603 million without prior regulatory approval.

NOTE 18--REGULATORY CAPITAL REQUIREMENTS

     The  Company  and the  Bank  are  subject  to  various  regulatory  capital
requirements  administered  by the  federal  banking  agencies.  Failure to meet
minimum  capital  requirements  can  initiate  certain  mandatory,  and possibly
additional discretionary,  actions by regulators that, if undertaken, could have
a direct material  effect on the Company's  Consolidated  Financial  Statements.
Under  capital  adequacy  guidelines  and the  regulatory  framework  for prompt
corrective  action,  the  Company  and  the  Bank  must  meet  specific  capital
guidelines  that  involve  quantitative  measures  of the  Company's  and Bank's
assets,  liabilities,  and certain  off-balance  sheet items as calculated under
regulatory  accounting  practices.  The capital  amounts  and the Bank's  prompt
corrective action  classification  are also subject to qualitative  judgments by
the regulators  about  components,  risk  weightings  and other factors.  Prompt
corrective action provisions are not applicable to Bank Holding Companies.

     Quantitative  measures established by regulation to ensure capital adequacy
require the Company  and the Bank to  maintain  minimum  amounts and ratios (set
forth in the  table  below)  of total  and Tier 1  capital  (as  defined  in the
regulations)  to  risk-weighted  assets (as  defined)  and of Tier 1 capital (as
defined) to quarterly average assets (as defined).  Management  believes,  as of
December  31,  2001 and  2002,  that the  Company  and the Bank met all  capital
adequacy requirements to which they are subject.

     On February 19, 1999,  the Company  issued $350 million of trust  preferred
securities,  which  qualify  as  Tier 1  capital.  See  Note  12 for a  complete
description of these securities.

     As of December 31, 2001 and 2002, the most recent notification from the OCC
categorized the Bank as  "well-capitalized"  under the regulatory  framework for
prompt corrective action. To be categorized as "well-capitalized," the Bank must
maintain  a minimum  total  risk-based  capital  ratio of 10  percent,  a Tier 1
risk-based capital ratio of 6 percent, and a Tier 1 leverage ratio of 5 percent.
There are no  conditions  or events  since  that  notification  that  management
believes have changed the Bank's category.

                                      F-85

<PAGE>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 31, 2000, 2001, AND 2002 (CONTINUED)


NOTE 18--REGULATORY CAPITAL REQUIREMENTS (CONTINUED)

     The  Company's and the Bank's  capital  amounts and ratios are presented in
the following tables:

<TABLE>
<CAPTION>
                                                                                                                     FOR CAPITAL
                                                                                ACTUAL                 ADEQUACY PURPOSES
                                                                         ____________________         __________________
(DOLLARS IN THOUSANDS)                                                     AMOUNT      RATIO           AMOUNT       RATIO
____________________________________________________________________     __________    ______         __________    _____

<S>                                                                      <C>           <C>            <C>            <C>
CAPITAL RATIOS FOR THE COMPANY:
As of December 31, 2001:
Total capital (to risk-weighted assets).............................     $4,260,043    13.35%      >  $2,552,515  >  8.0%
                                                                                                   -              -
Tier 1 capital (to risk-weighted assets)............................      3,661,231     11.47      >   1,276,258  >  4.0
                                                                                                   -              -
Tier 1 capital (to quarterly average assets)(1).....................      3,661,231     10.53      >   1,390,408  >  4.0
                                                                                                   -              -
As of December 31, 2002:
Total capital (to risk-weighted assets).............................     $4,241,095    12.93%      >  $2,624,915  >  8.0%
                                                                                                   -              -
Tier 1 capital (to risk-weighted assets)............................      3,667,237     11.18      >   1,312,458  >  4.0
                                                                                                   -              -
Tier 1 capital (to quarterly average assets)(1).....................      3,667,237      9.75      >   1,503,800  >  4.0
                                                                                                   -              -
<FN>
__________
(1)  Excludes certain intangible assets.

</FN>
</TABLE>

<TABLE>
<CAPTION>
                                                                                                           TO BE WELL-CAPITALIZED
                                                                                   FOR CAPITAL             UNDER PROMPT CORRECTIVE
                                                         ACTUAL                  ADEQUACY PURPOSES            ACTION PROVISIONS
                                               ______________________        _______________________        ______________________
(DOLLARS IN THOUSANDS)                           AMOUNT         RATIO           AMOUNT         RATIO          AMOUNT        RATIO
__________________________________________     __________       _____         __________       _____        _________       ______
<S>                                            <C>              <C>           <C>                <C>        <C>              <C>
CAPITAL RATIOS FOR THE BANK:
As of December 31, 2001:
Total capital (to risk-weighted assets)...     $3,810,736       12.19%      > $2,501,701      >  8.0%     > $3,127,127     > 10.0%
                                                                            -                 -           -                -
Tier 1 capital (to risk-weighted assets)..      3,323,096       10.63       >  1,250,851      >  4.0      >  1,876,276     >  6.0
                                                                            -                 -           -                -
Tier 1 capital (to quarterly average
  assets)(1)..............................      3,323,096        9.69       >  1,371,305      >  4.0      >  1,714,131     >  5.0
                                                                            -                 -           -                -
As of December 31, 2002:
Total capital (to risk-weighted assets)...     $3,818,782       11.87%      > $2,572,884      >  8.0%     > $3,216,105     > 10.0%
                                                                            -                 -           -                -
Tier 1 capital (to risk-weighted assets)..      3,334,720       10.37       >  1,286,442      >  4.0      >  1,929,663     >  6.0
                                                                            -                 -           -                -
Tier 1 capital (to quarterly average
  assets)(1)..............................      3,334,720        9.01       >  1,480,773      >  4.0      >  1,850,966     >  5.0
                                                                            -                 -           -                -

<FN>
__________
(1)  Excludes certain intangible assets.

</FN>
</TABLE>

NOTE 19--EARNINGS PER SHARE

     Basic EPS is computed by dividing net income after  preferred  dividends by
the weighted average number of common shares  outstanding during the period. For
all periods presented,  there were no dividends on preferred stock.  Diluted EPS
is computed based on the weighted  average  number of common shares  outstanding

                                      F-86

<PAGE>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 31, 2000, 2001, AND 2002 (CONTINUED)

NOTE 19--EARNINGS PER SHARE

adjusted  for  common  stock  equivalents,  which  include  stock  options.  The
following table presents a reconciliation of basic and diluted EPS for the years
ended December 31, 2000, 2001 and 2002:

<TABLE>
<CAPTION>

                                                                                      DECEMBER 31,
                                                        ______________________________________________________________________
                                                                2000                    2001                    2002
                                                        ______________________  ______________________   _____________________
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)             BASIC       DILUTED     BASIC       DILUTED      BASIC      DILUTED
___________________________________________________     ________      ________  ________      ________   ________     ________
<S>                                                     <C>           <C>       <C>           <C>        <C>          <C>
Net income.......................................       $439,900      $439,900  $481,428      $481,428   $527,903     $527,903
Weighted average common shares outstanding.......        161,605       161,605   157,845       157,845    154,758      154,758
Additional shares due to:
Assumed conversion of dilutive stock options.....             --           384        --           778         --        1,657
                                                        ________      ________  ________      ________   ________     ________
Adjusted weighted average common shares outstanding      161,605       161,989   157,845       158,623    154,758      156,415
                                                        ________      ________  ________      ________   ________     ________
Net income per share.............................       $   2.72      $   2.72  $   3.05      $   3.04   $   3.41     $   3.38
                                                        ========      ========  ========      ========   ========     ========
</TABLE>

     Options to purchase  4,040,244  shares of common  stock with the range from
$27.56 to $44.56 per share were  outstanding but not included in the computation
of diluted EPS in 2000.  Options to purchase  2,234,080  shares of common  stock
with the range from $32.63 to $44.56 per share were outstanding but not included
in the computation of diluted EPS in 2001.  Options to purchase 2,869,052 shares
of common stock with the range from $43.25 to $48.51 per share were  outstanding
but not  included in the  computation  of diluted EPS in  2002.These  options to
purchase  shares were not included in the  computation of diluted EPS in each of
the years 2000, 2001, and 2002 because they were anti-dilutive.

                                      F-87

<PAGE>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 31, 2000, 2001, AND 2002 (CONTINUED)


NOTE 20--ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

     The  following  is  a  summary  of  the  components  of  accumulated  other
comprehensive income (loss):

<TABLE>
<CAPTION>

                                     NET UNREALIZED GAINS ON    NET UNREALIZED GAINS (LOSSES) ON                  FOREIGN
                                       CASH FLOW  HEDGES         SECURITIES AVAILABLE FOR SALE             CURRENCY TRANSLATION
                                    ___________________________  ______________________________   _______________________________
                                           YEARS ENDED                       YEARS ENDED                           YEARS ENDED
                                          DECEMBER 31,                       DECEMBER 31,                          DECEMBER 31,
                                    __________________________   ______________________________   _______________________________
(DOLLARS IN THOUSANDS)              2000      2001      2002       2000       2001       2002        2000       2001       2002
__________________________________  _____    _______  ________    _______    _______   ________   _________  _________  _________
<S>                                 <C>      <C>      <C>        <C>         <C>        <C>        <C>       <C>        <C>
Beginning balance.................  $  --    $    --  $ 62,840   $(32,548)   $41,879    $83,271    $(8,713)  $(11,191)  $(12,205)
Cumulative effect of accounting
  change, net of tax..............     --     22,205        --         --         --         --         --         --         --
Change during the year............     --     40,635    41,528     74,427     41,392     64,179     (2,478)    (1,014)     1,556
                                    _____    _______  ________   ________    _______   ________   _________  _________  _________
Ending balance....................  $  --    $62,840  $104,368   $ 41,879    $83,271   $147,450   $(11,191)  $(12,205)  $(10,649)
                                    =====    =======  ========   ========    =======   ========   =========  =========  =========
</TABLE>

<TABLE>
<CAPTION>

                                                           MINIMUM PENSION LIABILITY                ACCUMULATED OTHER
                                                                   ADJUSTMENT                  COMPREHENSIVE INCOME (LOSS)
                                                          ________________________________   ____________________________________
                                                                  YEARS ENDED                          YEARS ENDED
                                                                  DECEMBER 31,                        DECEMBER 31,
                                                          ________________________________   ____________________________________
(DOLLARS IN THOUSANDS)                                     2000       2001          2002         2000          2001         2002
_____________________________________________________     ______     ______       _______    _________      ________     ________
<S>                                                       <C>        <C>         <C>          <C>           <C>          <C>
Beginning balance....................................     $(689)     $(803)      $  (973)     $(41,950)     $ 29,885     $132,933
Cumulative effect of accounting change, net of tax...        --         --            --            --        22,205           --
Change during the year...............................      (114)      (170)         (102)       71,835        80,843      107,161
                                                          ______     ______      ________     ________      ________     ________
Ending balance.......................................     $(803)     $(973)      $(1,075)     $ 29,885      $132,933     $240,094
                                                          ======     ======      ========     ========      ========     ========
</TABLE>

NOTE 21--COMMITMENTS, CONTINGENCIES AND GUARANTEES

         The following table summarizes our significant commitments:

                                                           DECEMBER 31,
                                                   __________________________
(DOLLARS IN THOUSANDS)                                 2001           2002
_______________________________________________    ___________    ___________
Commitments to extend credit...................    $13,038,761    $12,872,063
Standby letters of credit......................      2,410,535      2,483,871
Commercial letters of credit...................        271,083        279,653
Commitments to fund principal investments......         54,598         58,556


     Commitments  to extend credit are legally  binding  agreements to lend to a
customer  provided  there are no violations of any condition  established in the
contract.  Commitments have fixed expiration dates or other termination  clauses
and  may  require  maintenance  of  compensatory  balances.  Since  many  of the
commitments  to extend  credit may expire  without  being drawn upon,  the total
commitment amounts do not necessarily represent future cash-flow requirements.

     Standby and commercial letters of credit are conditional commitments issued
to guarantee the performance of a customer to a third party.  Standby letters of
credit  generally  are  contingent  upon the failure of the  customer to perform
according to the terms of the  underlying  contract with the third party,  while
commercial  letters of credit are issued  specifically to facilitate  foreign or
domestic  trade  transaction.  The majority of these types of  commitments  have
terms of one year or less.

                                      F-88

<PAGE>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 31, 2000, 2001, AND 2002 (CONTINUED)


NOTE 21--COMMITMENTS, CONTINGENCIES AND GUARANTEES (CONTINUED)

     The credit  risk  involved  in issuing  loan  commitments  and  standby and
commercial  letters  of  credit  is  essentially  the same as that  involved  in
extending  loans to customers and is  represented by the  contractual  amount of
these  instruments.  Collateral  may be obtained  based on  management's  credit
assessment of the customer.

     Principal  investments  include  direct  investments  in private and public
companies and indirect  investments in private equity funds.  The Company issues
commitments  to provide  equity and mezzanine  capital  financing to private and
public  companies  through either direct  investments  in specific  companies or
through   investment  funds  and   partnerships.   The  timing  of  future  cash
requirements to fund such  commitments is generally  dependent on the investment
cycle. This cycle, the period over which privately-held  companies are funded by
private equity investors and ultimately sold, merged, or taken public through an
initial  offering,  can vary based on overall  market  conditions as well as the
nature and type of industry in which the companies operate.

     The  Company  has  contingent   consideration   agreements  that  guarantee
additional  payments to acquired insurance  agencies'  shareholders based on the
agencies  future  performance in excess of established  revenue and/or  earnings
before interest,  taxes,  depreciation and amortization (EBITDA) thresholds.  If
the insurance  agencies' future  performance  exceeds these thresholds  during a
three-year  period,  the  Company  will be  liable  to make  payments  to former
shareholders.  As of December  31, 2002,  the Company has a maximum  exposure of
$14.7 million for these agreements, which expire December 2005.

     The  Company is fund  manager for limited  liability  corporations  issuing
low-income  housing  investments.  Low-income  housing  investments  provide tax
benefits to investors in the form of tax deductions  from  operating  losses and
tax credits. To facilitate the sale of these investments, the Company guarantees
the timely  completion of projects and delivery of tax benefits  throughout  the
investment  term.   Guarantees  may  include  a  minimum  rate  of  return,  the
availability of tax credits,  and operating  deficit  thresholds over a ten-year
average period.  Additionally,  the Company receives project  completion and tax
credit   guarantees  from  the  limited  liability   corporations   issuing  the
investments that reduce the Company's  ultimate exposure to loss. As of December
31, 2002,  the  Company's  maximum  exposure to loss under these  guarantees  is
limited to a return of investor's  capital and minimum  investment yield, or $77
million. The Company maintains a reserve of $2.6 million for these guarantees.

     The  Company  has  rental  commitments  under  long-term   operating  lease
agreements. For detail of these commitments see Note 5.

     The Company conducts  securities  lending  transactions  for  institutional
customers as a fully disclosed agent,  and, at times,  indemnifies its customers
against  counterparty  default.  All lending  transactions  are  collateralized,
primarily by cash. The amount of securities lent with indemnification was $1,513
million and $1,521  million at December  31,  2001 and 2002,  respectively.  The
market value of the associated  collateral was $1,552 million and $1,558 million
at December 31, 2001 and 2002, respectively.

     The Company is subject to various pending and threatened legal actions that
arise in the normal  course of  business.  The Company  maintains  reserves  for
losses from legal actions that are both probable and  estimable.  In the opinion
of  management,  the  disposition  of claims  currently  pending will not have a
material  adverse  effect on the  Company's  financial  position  or  results of
operations.

                                      F-89

<PAGE>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 31, 2000, 2001, AND 2002 (CONTINUED)


NOTE 22--TRANSACTIONS WITH AFFILIATES

     The Company  had, and expects to have in the future,  banking  transactions
and other  transactions in the ordinary course of business with BTM and with its
affiliates. During 2000, 2001 and 2002, such transactions included, but were not
limited to, origination,  participation,  servicing and remarketing of loans and
leases, purchase and sale of acceptances,  interest rate derivatives and foreign
exchange  transactions,   funds  transfers,   custodianships,   electronic  data
processing,  investment advice and management,  deposits and credit examination,
and trust services. In the opinion of management, such transactions were made at
prevailing rates,  terms, and conditions and do not involve more than the normal
risk of collectibility or present other unfavorable features. In addition,  some
compensation  for  services  rendered to the  Company is paid to the  expatriate
officers  from  BTM,  and  reimbursed  by the  Company  to BTM  under a  service
agreement.

     The Company has  guarantees  that obligate it to perform if its  affiliates
are unable to discharge their obligations.  These obligations  include guarantee
of trust preferred  securities (see Note 12),  commercial paper  obligations and
leveraged lease  transactions.  Guarantees issued by the Bank for an affiliate's
commercial  paper  program are done in order to  facilitate  their  sale.  As of
December  31,  2002,  the  Bank  had a  maximum  exposure  to loss  under  these
guarantees  of $1.0  billion,  which have an average term of less than one year.
The Bank's guarantee is fully  collateralized by a pledged deposit.  UnionBanCal
Corporation guarantees its subsidiaries leveraged lease transactions, which have
terms  ranging  from 15 to 30  years.  Following  the  original  funding  of the
leveraged lease transactions, UnionBanCal Corporation has no material obligation
to be satisfied.  As of December 31, 2002, UnionBanCal Corporation had a maximum
exposure to loss of $33.0 million for these agreements.

NOTE 23--BUSINESS SEGMENTS

     The Company is organized  based on the products and services that it offers
and operates in four principal areas:

     o    The Community Banking and Investment  Services Group offers a range of
          banking  services,  primarily  to  individuals  and small  businesses,
          delivered generally through a tri-state network of branches and ATM's.
          These services include commercial loans, mortgages,  home equity lines
          of credit,  consumer  loans,  deposit  services and cash management as
          well as fiduciary,  private  banking,  investment and asset management
          services for  individuals  and  institutions,  and risk management and
          insurance products for businesses and individuals.

     o    The  Commercial  Financial  Services  Group  provides  credit and cash
          management  services to large corporate and  middle-market  companies.
          Services include  commercial and project loans, real estate financing,
          asset-based  financing,  trade  finance and  letters of credit,  lease
          financing,  customized cash management  services and selected  capital
          markets products.

     o    The  International  Banking Group provides  correspondent  banking and
          trade-finance  products and services to  financial  institutions,  and
          extends  primarily   short-term  credit  to  corporations  engaged  in
          international  business.  The group's revenue predominately relates to
          foreign customers.

     o    The Global  Markets  Group  manages the  Company's  wholesale  funding
          needs,  securities  portfolio,  and interest rate and liquidity risks.
          The group also  offers a broad  range of risk  management  and trading
          products to institutional  and business clients of the Company through
          the businesses described above.


                                      F-90

<PAGE>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 31, 2000, 2001, AND 2002 (CONTINUED)


NOTE 23--BUSINESS SEGMENTS (CONTINUED)

     The  information,  set forth in the table on the following  page,  reflects
selected  income  statement  and  balance  sheet  items by  business  unit.  The
information  presented  does  not  necessarily  represent  the  business  units'
financial  condition and results of operations were they  independent  entities.
Unlike  financial  accounting,  there is no  authoritative  body of guidance for
management accounting equivalent to US GAAP. Consequently,  reported results are
not necessarily comparable with those presented by other companies.  Included in
the tables are the amounts of goodwill  for each  reporting  unit as of December
31, 2002.  Prior to January 1, 2002,  most of the goodwill was  reflected at the
corporate level in "Other."

     The  information  in this table is  derived  from the  internal  management
reporting  system used by management to measure the  performance of the business
segments  and the Company  overall.  The  management  reporting  system  assigns
balance  sheet and income  statement  items to each  business  segment  based on
internal management  accounting  policies.  Net interest income is determined by
the Company's  internal funds transfer  pricing system,  which assigns a cost of
funds or a credit  for  funds to  assets  or  liabilities  based on their  type,
maturity or repricing  characteristics.  Noninterest income and expense directly
attributable  to a business  segment  are  assigned  to that  business.  Certain
indirect costs, such as operations and technology expense,  are allocated to the
segments based on studies of billable unit costs for product or data processing.
Other indirect costs, such as corporate overhead,  are allocated to the business
segments  based on a  predetermined  percentage  of usage.  Under the  Company's
risk-adjusted return on capital (RAROC)  methodology,  credit expense is charged
to business  segments  based upon expected  losses  arising from credit risk. In
addition,  the attribution of economic  capital is related to unexpected  losses
arising from credit, market and operational risks.

     "Other" is comprised of goodwill  amortization for periods prior to January
1, 2002,  certain parent company non-bank  subsidiaries,  the elimination of the
fully  taxable-equivalent  basis amount,  the amount of the provision for credit
losses  (over)/under  the  RAROC  expected  loss for the  period,  the  earnings
associated with the unallocated  equity capital and allowance for credit losses,
and the residual costs of support  groups.  In addition,  it includes two units,
the Credit Management Group, which manages nonperforming assets, and the Pacific
Rim  Corporate  Group,   which  offers  financial   products  to  Japanese-owned
subsidiaries  located in the US. On an  individual  basis,  none of the items in
"Other" are significant to the Company's business.

     The business  units'  results for the prior  periods have been  restated to
reflect  changes in the  transfer  pricing  methodology  and any  reorganization
changes that may have occurred.

                                      F-91

<PAGE>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 31, 2000, 2001, AND 2002 (CONTINUED)


NOTE 23--BUSINESS SEGMENTS (CONTINUED)

<TABLE>
<CAPTION>

                                             COMMUNITY BANKING              COMMERCIAL FINANCIAL             INTERNATIONAL
                                       AND INVESTMENT SERVICES GROUP            SERVICES GROUP                BANKING GROUP
                                     __________________________________   ____________________________  _________________________
                                         YEARS ENDED DECEMBER 31,           YEARS ENDED DECEMBER 31,     YEARS ENDED DECEMBER 31,
                                     __________________________________   ____________________________  _________________________
                                        2000        2001        2002        2000      2001      2002     2000     2001     2002
                                     __________  __________  __________   ________  ________  ________  _______  _______ ________
<S>                                  <C>         <C>         <C>          <C>       <C>       <C>       <C>      <C>     <C>
RESULTS OF OPERATIONS (DOLLARS IN
  THOUSANDS):
Net interest income...............   $  738,709  $  704,258  $  797,592   $764,370  $697,533  $656,902  $34,987  $39,498 $ 38,196
Noninterest income................      412,199     432,012     445,569    173,140   158,459   195,546   60,114   59,022   68,049
                                     __________  __________  __________   ________  ________  ________  _______  _______ ________
Total revenue.....................    1,150,908   1,136,270   1,243,161    937,510   855,992   852,448   95,101   98,520  106,245
Noninterest expense(1)............      722,525     750,908     790,508    303,210   316,890   347,148   54,299   57,364   63,005
Credit expense (income)...........       48,655      41,725      33,692    120,670   149,522   190,337    7,008    4,424    1,904
                                     __________  __________  __________   ________  ________  ________  _______  _______ ________
Income (loss) before income tax
  expense (benefit)...............      379,728     343,637     418,961    513,630   389,580   314,963   33,794   36,732   41,336
Income tax expense (benefit)......      145,246     131,441     160,253    184,172   131,565   101,304   12,926   14,050   15,811
                                     __________  __________  __________   ________  ________  ________  _______  _______ ________
Net income (loss).................   $  234,482  $  212,196  $  258,708   $329,458  $258,015  $213,659  $20,868  $22,682 $ 25,525
                                     ==========  ==========  ==========   ========  ========  ========  =======  ======= ========
Total assets (dollars in millions):  $    9,463  $   10,376  $   12,125   $ 18,237  $ 16,342  $ 15,761  $ 1,568  $ 1,365 $  1,985
                                     ==========  ==========  ==========   ========  ========  ========  =======  ======= ========

</TABLE>
<TABLE>
<CAPTION>

                                               GLOBAL                                                     UNIONBANCAL
                                            MARKETS GROUP                     OTHER                       CORPORATION
                                     ____________________________   ____________________________  _________________________________
                                       YEARS ENDED DECEMBER 31,       YEARS ENDED DECEMBER 31,       YEARS ENDED DECEMBER 31,
                                     ____________________________   ____________________________  _________________________________
                                       2000       2001     2002       2000       2001     2002       2000        2001      2002
                                     ________   _______  ________   _________  ________ ________  __________  __________ __________

<S>                                  <C>        <C>      <C>        <C>        <C>      <C>       <C>         <C>        <C>
RESULTS OF OPERATIONS (DOLLARS IN
  THOUSANDS):
Net interest income...............   $ (8,850)  $16,505  $(18,478)  $  55,224  $ 66,248 $ 87,757  $1,584,440  $1,524,042 $1,561,969
Noninterest income................     (7,083)   19,633    10,104       8,810    47,278   16,708     647,180     716,404    735,976
                                     ________   _______  ________   _________  ________ ________  __________  __________ __________
Total revenue.....................    (15,933)   36,138    (8,374)     64,034   113,526  104,465   2,231,620   2,240,446  2,297,945
Noninterest expense(1)............     15,757    24,064    15,548      34,394    90,948  131,457   1,130,185   1,240,174  1,347,666
Credit expense (income)...........         --       200       200     263,667    89,129  (51,133)    440,000     285,000    175,000
                                     ________   _______  ________   _________  ________ ________  __________  __________ __________
Income (loss) before income tax
  expense (benefit)...............    (31,690)   11,874   (24,122)   (234,027)  (66,551   24,141     661,435     715,272    775,279
Income tax expense (benefit)......    (12,122)    4,542    (9,227)   (108,687)  (47,754  (20,765)    221,535     233,844    247,376
                                     ________   _______  ________   _________  ________ ________  __________  __________ __________
Net income (loss).................   $(19,568)  $ 7,332  $(14,895)  $(125,340) $(18,797 $ 44,906  $  439,900  $  481,428 $  527,903
                                     ========   =======  ========   =========  ======== ========  ==========  ========== ==========
Total assets (dollars in millions):  $  4,662   $ 6,983  $  9,086   $   1,232  $    973 $  1,213  $   35,162  $   36,039 $   40,170
                                     ========   =======  ========   =========  ======== ========  ==========  ========== ==========
<FN>
__________
(1)  "Other" includes restructuring credits of $19.0 million ($11.8 million, net
     of taxes) for the year ending December 31, 2000.

</FN>
</TABLE>


                                      F-92

<PAGE>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 31, 2000, 2001, AND 2002 (CONTINUED)


NOTE 24--CONDENSED UNIONBANCAL CORPORATION UNCONSOLIDATED FINANCIAL STATEMENTS

CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>


                                                                           DECEMBER 31,
                                                                   __________________________
(DOLLARS IN THOUSANDS)                                                 2001            2002
_________________________________________________________________  __________      __________
<S>                                                                <C>             <C>
ASSETS
  Cash and cash equivalents......................................  $  435,513      $  477,825
  Investment in and advances to subsidiaries.....................   3,999,509       4,184,208
  Loans..........................................................       3,556           2,940
  Other assets...................................................      25,617          40,080
                                                                   __________      __________
    Total assets.................................................  $4,464,195      $4,705,053
                                                                   ==========      ==========


LIABILITIES AND SHAREHOLDERS' EQUITY
  Commercial paper...............................................  $   99,086      $   98,507
  Other liabilities..............................................      44,457          53,476
  Medium and long-term debt......................................     399,657         418,360
  Junior subordinated debt payable to subsidiary
    grantor trust................................................     374,753         376,521
                                                                   __________      __________
    Total liabilities............................................     917,953         946,864
  Shareholders' equity...........................................   3,546,242       3,758,189
                                                                   __________      __________
    Total liabilities and shareholders' equity...................  $4,464,195      $4,705,053
                                                                   ==========      ==========
</TABLE>


                                      F-93

<PAGE>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 31, 2000, 2001, AND 2002 (CONTINUED)


NOTE 24--CONDENSED UNIONBANCAL CORPORATION UNCONSOLIDATED FINANCIAL STATEMENTS
         (CONTINUED)

CONDENSED STATEMENTS OF INCOME

<TABLE>
<CAPTION>


                                                                                              YEARS ENDED DECEMBER 31,
                                                                                      ___________________________________
(DOLLARS IN THOUSANDS)                                                                  2000          2001         2002
_______________________________________________________________________________       ________      ________     ________
<S>                                                                                   <C>           <C>          <C>
INCOME:
  Dividends from bank subsidiary...............................................       $283,471      $379,110     $486,300
  Dividends from nonbank subsidiaries..........................................         10,000         7,500       24,399
  Interest income on advances to subsidiaries and deposits in bank.............         18,850        17,700       11,909
  Other income.................................................................            458           882          188
                                                                                      ________      ________     ________
    Total income...............................................................        312,779       405,192      522,796
                                                                                      ________      ________     ________
EXPENSE:
  Interest expense.............................................................         47,172        35,890       27,443
  Other expense, net...........................................................          3,313         4,683          620
                                                                                      ________      ________     ________
  Total expense................................................................         50,485        40,573       28,063
                                                                                      ________      ________     ________
  Income before income taxes and equity in undistributed net income of
    subsidiaries...............................................................        262,294       364,619      494,733
  Provision for credit losses..................................................            (25)            6           (1)
  Income tax benefit...........................................................        (11,935)       (8,409)      (6,108)
                                                                                      ________      ________     ________
  Income before equity in undistributed net income of subsidiaries.............        274,204       373,034      500,840
Equity in undistributed net income of subsidiaries:
  Bank subsidiary..............................................................        138,105       100,361       61,164
  Nonbank subsidiaries.........................................................         27,591         8,033      (34,101)
                                                                                      ________      ________     ________
NET INCOME.....................................................................       $439,900      $481,428     $527,903
                                                                                      ========      ========     ========
</TABLE>

                                      F-94

<PAGE>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 31, 2000, 2001, AND 2002 (CONTINUED)


NOTE 24--CONDENSED UNIONBANCAL CORPORATION UNCONSOLIDATED FINANCIAL STATEMENTS
         (CONTINUED)

CONDENSED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>


                                                                                  YEARS ENDED DECEMBER 31,
                                                                              ____________________________________
(DOLLARS IN THOUSANDS)                                                          2000          2001         2002
________________________________________________________________________      _________     _________    _________
<S>                                                                           <C>           <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income............................................................      $ 439,900     $ 481,428    $ 527,903
  Adjustments to reconcile net income to net cash provided by
     operating activities:
    Equity in undistributed net income of subsidiaries..................       (165,696)     (108,394)     (27,063)
    Provision for credit losses.........................................             25           (6)            1
    Other, net..........................................................          7,953        11,357       86,723
                                                                              _________     _________    _________
    Net cash provided by operating activities...........................        282,182       384,385      587,564
                                                                              _________     _________    _________
CASH FLOWS FROM INVESTING ACTIVITIES:
  Advances to subsidiaries..............................................        (43,704)      (23,967)     (23,733)
  Repayment of advances to subsidiaries.................................         11,903        16,965       29,460
                                                                              _________     _________    _________
  Net cash (used in) provided by investing activities...................        (31,801)       (7,002)       5,727
                                                                              _________     _________    _________
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net increase (decrease) in short term borrowings......................          1,984          (883)        (579)
  Proceeds from issuance of medium-term debt............................             --       200,000           --
  Payments of cash dividends............................................       (162,575)     (158,406)    (164,440)
  Repurchase of common stock............................................       (130,642)     (107,629)    (385,960)
  Other, net............................................................             52        (1,323)          --
                                                                              _________     _________    _________
Net cash used in financing activities...................................       (291,181)      (68,241)    (550,979)
                                                                              _________     _________    _________
Net increase (decrease) in cash and due from banks......................        (40,800)      309,142       42,312
Cash and due from banks at beginning of year............................        167,171       126,371      435,513
                                                                              _________     _________    _________
Cash and due from banks at end of year..................................      $ 126,371     $ 435,513    $ 477,825
                                                                              =========     =========    =========
CASH PAID DURING THE YEAR FOR:
  Interest..............................................................      $  44,327     $  33,910    $  27,665
  Income taxes..........................................................         26,704          (271)       5,901

</TABLE>

                                      F-95

<PAGE>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 31, 2000, 2001, AND 2002 (CONTINUED)

NOTE 25--SUMMARY OF QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

         Unaudited quarterly results are summarized as follows:
<TABLE>
<CAPTION>


                                                                                 2001 QUARTERS ENDED
                                                                __________________________________________________________
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)                   MARCH 31      JUNE 30         SEPTEMBER 30       DECEMBER 31
____________________________________________________________    ________     ________           ________          ________
<S>                                                             <C>          <C>                <C>               <C>
Interest income.............................................    $608,692     $563,121           $536,001          $487,497
Interest expense............................................     221,431      184,398            157,910           107,530
                                                                ________     ________           ________          ________
Net interest income.........................................     387,261      378,723            378,091           379,967
Provision for credit losses.................................     100,000       65,000             50,000            70,000
Noninterest income..........................................     180,807      168,391            173,405           193,801
Noninterest expense.........................................     307,485      307,452            317,042           308,195
                                                                ________     ________           ________          ________
Income before income taxes..................................     160,583      174,662            184,454           195,573
Income tax expense..........................................      53,296       57,512             59,325            63,711
                                                                ________     ________           ________          ________
Net income..................................................    $107,287     $117,150           $125,129          $131,862
                                                                ========     ========           ========          ========
Net income per common share--basic..........................    $   0.68     $   0.74           $   0.79          $   0.84
                                                                ========     ========           ========          ========
Net income per common share--diluted........................    $   0.67     $   0.74           $   0.79          $   0.84
                                                                ========     ========           ========          ========
Dividends per share.........................................    $   0.25     $   0.25           $   0.25          $   0.25
                                                                ========     ========           ========          ========
<CAPTION>

                                                                                 2002 QUARTERS ENDED
                                                                __________________________________________________________
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)                   MARCH 31      JUNE 30         SEPTEMBER 30       DECEMBER 31
____________________________________________________________    ________     ________           ________          ________
<S>                                                             <C>          <C>                <C>               <C>
Interest income.............................................    $462,380     $463,203           $463,113          $467,276
Interest expense............................................      81,940       77,442             71,011            63,610
                                                                ________     ________           ________          ________
Net interest income.........................................     380,440      385,761            392,102           403,666
Provision for credit losses.................................      55,000       50,000             40,000            30,000
Noninterest income..........................................     171,451      188,774            182,426           193,325
Noninterest expense.........................................     323,363      329,791            331,134           363,378
                                                                ________     ________           ________          ________
Income before income taxes..................................     173,528      194,744            203,394           203,613
Income tax expense..........................................      58,751       64,802             65,163            58,660
                                                                ________     ________           ________          ________
Net income..................................................    $114,777     $129,942           $138,231          $144,953
                                                                ========     ========           ========          ========
Net income per common share--basic..........................    $   0.73     $   0.83           $   0.89          $   0.96
                                                                ========     ========           ========          ========
Net income per common share--diluted........................    $   0.73     $   0.81           $   0.88          $   0.95
                                                                ========     ========           ========          ========
Dividends per share.........................................    $   0.25     $   0.28           $   0.28          $   0.28
                                                                ========     ========           ========          ========
<FN>
__________
(1)  Dividends per share  reflect  dividends  declared on the  Company's  common
     stock outstanding as of the declaration date.

</FN>
</TABLE>

                                      F-96

<PAGE>


                    UNIONBANCAL CORPORATION AND SUBSIDIARIES
                              MANAGEMENT STATEMENT



     The   management  of  UnionBanCal   Corporation  is  responsible   for  the
preparation,  integrity,  and  fair  presentation  of  its  published  financial
statements  and all other  information  presented  in this  annual  report.  The
financial statements have been prepared in accordance with accounting principles
generally  accepted  in the  United  States of America  (US GAAP) and,  as such,
include amounts based on informed judgments and estimates made by management.

     We maintain a system of internal  accounting controls to provide reasonable
assurance  that assets are  safeguarded  and that  transactions  are executed in
accordance with  management's  authorization and recorded properly to permit the
preparation  of financial  statements  in  accordance  with US GAAP.  Management
recognizes  that even a highly  effective  internal  control system has inherent
risks,  including  the  possibility  of human  error  and the  circumvention  or
overriding of controls, and that the effectiveness of an internal control system
can change with  circumstances.  However,  management believes that the internal
control system provides reasonable  assurance that errors or irregularities that
could be material to the financial  statements would be prevented or detected on
a timely  basis and  corrected  through  the normal  course of  business.  As of
December 31, 2002,  management  believes that the internal controls are in place
and operating effectively.

     The Audit  Committee of the Board of  Directors  is  comprised  entirely of
outside  directors who are  independent of our management;  it includes  members
with banking or related  financial  management  expertise  and who are not large
customers of Union Bank of  California,  N.A. The Audit  Committee has access to
outside  counsel.  The Audit  Committee is responsible  for  recommending to the
Board of Directors the selection of independent  auditors. It meets periodically
with management,  the independent auditors, and the internal auditors to provide
a reasonable  basis for concluding  that the Audit Committee is carrying out its
responsibilities.  The Audit  Committee is also  responsible  for  performing an
oversight  role by reviewing  and  monitoring  our  financial,  accounting,  and
auditing  procedures  in  addition  to  reviewing  our  financial  reports.  The
independent  auditors  and  internal  auditors  have full and free access to the
Audit  Committee,  with or without the  presence of  management,  to discuss the
adequacy of internal  controls for  financial  reporting  and any other  matters
which they believe should be brought to the attention of the Audit Committee.

     The  financial  statements  have been  audited by  Deloitte  & Touche  LLP,
independent  auditors,  who were  given  unrestricted  access  to all  financial
records and related data, including minutes of all meetings of shareholders, the
Board of Directors  and  committees of the Board.  Management  believes that all
representations  made to the independent  auditors during their audit were valid
and appropriate.  The independent auditors' report is presented on the following
page.

                                                  /s/NORIMICHI KANARI
                                           _____________________________________
                                                     Norimichi Kanari
                                           PRESIDENT AND CHIEF EXECUTIVE OFFICER


                                                  /s/TAKAHARU SAEGUSA
                                           _____________________________________
                                                     Takaharu Saegusa
                                               DEPUTY CHAIRMAN OF THE BOARD


                                                   /s/DAVID I. MATSON
                                           _____________________________________
                                                      David I. Matson
                                               EXECUTIVE VICE PRESIDENT AND
                                                  CHIEF FINANCIAL OFFICER


                                                  /s/DAVID A. ANDERSON
                                           _____________________________________
                                                     David A. Anderson
                                           SENIOR VICE PRESIDENT AND CONTROLLER


                                      F-97

<PAGE>

                          INDEPENDENT AUDITORS' REPORT



To the Shareholders and Directors of
  UnionBanCal Corporation:

     We have audited the accompanying consolidated balance sheets of UnionBanCal
Corporation and subsidiaries (the Company) as of December 31, 2001 and 2002, and
the related consolidated  statements of income,  shareholders'  equity, and cash
flows for each of the three years in the period ended  December 31, 2002.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

     We conducted our audits in accordance  with  auditing  standards  generally
accepted in the United States of America.  Those standards  require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

     In our opinion,  such consolidated  financial statements present fairly, in
all material  respects,  the financial  position of UnionBanCal  Corporation and
subsidiaries  as of  December  31,  2001  and  2002,  and the  results  of their
operations  and their cash flows for each of the three years in the period ended
December 31, 2002, in conformity with accounting  principles  generally accepted
in the United States of America.

     As discussed in Note 1 to the consolidated financial statements,  effective
January 1, 2002 the Company  changed  its method of  accounting  for  previously
recognized  goodwill  and other  intangible  assets to conform to  Statement  of
Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets."

/s/DELOITTE & TOUCHE LLP
Deloitte & Touche LLP

San Francisco, California
January 15, 2003


                                      F-98

<PAGE>

                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, UnionBanCal  Corporation has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.


                                        UNIONBANCAL CORPORATION
                                              (Registrant)



                                        By:        /s/DAVID I. MATSON
                                           _____________________________________
                                                      David I. Matson
                                              EXECUTIVE VICE PRESIDENT AND
                                                 CHIEF FINANCIAL OFFICER
                                              (Principal Financial Officer)



                                        Date:  July 10, 2003

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report has been signed below by the following  persons on behalf of  UnionBanCal
Corporation and in the capacities and on the date indicated below.


              SIGNATURE                                    TITLE
              ---------                                    -----

_____________________________________
                                                         Director
        David R. Andrews


               *
_____________________________________
                                                         Director
        L. Dale Crandall


               *
_____________________________________
                                                         Director
        Richard D. Farman


                                      II-1

<PAGE>

              SIGNATURE                                    TITLE
              ---------                                    -----


               *
_____________________________________
                                                         Director
        Stanley F. Farrar


               *
_____________________________________
                                                         Director
        Michael J. Gillfillan


               *
_____________________________________
                                                         Director
        Richard C. Hartnack


               *
_____________________________________
                                                         Director
        Kaoru Hayama


               *
_____________________________________
                                                         Director
        Norimichi Kanari



_____________________________________
                                                         Director
        Satori Kishi


               *
_____________________________________
                                                         Director
        Monica C. Lozano


               *
_____________________________________
                                                         Director
        Mary S. Metz


               *
_____________________________________
                                                         Director
        Raymond E. Miles


               *
_____________________________________
                                                         Director
        J. Fernando Niebla


               *
_____________________________________
                                                         Director
        Charles R. Rinehart



_____________________________________
                                                         Director
        Carl W. Robertson


               *
_____________________________________
                                                         Director
       Takaharu Saegusa

                                      II-2

<PAGE>

              SIGNATURE                                    TITLE
              ---------                                    -----


               *
_____________________________________
                                                         Director
       Robert M. Walker



_____________________________________
                                                         Director
        Kenji Yoshizawa





*By:       /s/JOHN H. MCGUCKIN, JR.
    ____________________________________
              John H. McGuckin, Jr.
                ATTORNEY-IN-FACT


Dated: July 10, 2003


                                      II-3

<PAGE>


CERTIFICATIONS

I, Norimichi Kanari, certify that:

1.   I have  reviewed  this  amended  annual  report on Form 10-K/A (the "annual
     report") of UnionBanCal Corporation (the Registrant);

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this amended annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the Registrant as of, and for, the periods presented in this annual report;

4.   The  Registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  Registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;

     b)   evaluated the  effectiveness of the Registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The Registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  Registrant's  auditors  and the audit
     committee of  Registrant's  board of directors (or persons  performing  the
     equivalent function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  Registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  Registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  Registrant's  internal
          controls; and

6.   The  Registrant's  other  certifying  officer and I have  indicated in this
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


                                       By:      /s/ NORIMICHI KANARI
                                          _____________________________________
                                                    Norimichi Kanari
                                          PRESIDENT AND CHIEF EXECUTIVE OFFICER
Date: July 10, 2003                           (Principal Executive Officer)


                                      II-4

<PAGE>


I, David I. Matson, certify that:

1.   I have  reviewed  this  amended  annual  report on Form 10-K/A (the "annual
     report") of UnionBanCal Corporation (the Registrant);

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the Registrant as of, and for, the periods presented in this annual report;

4.   The  Registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  Registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;

     b)   evaluated the  effectiveness of the Registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The Registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  Registrant's  auditors  and the audit
     committee of  Registrant's  board of directors (or persons  performing  the
     equivalent function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  Registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  Registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  Registrant's  internal
          controls; and

6.   The  Registrant's  other  certifying  officer and I have  indicated in this
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


                                       By:      /s/ DAVID I. MATSON
                                          _____________________________________
                                                    David I. Matson
                                          EXECUTIVE VICE PRESIDENT AND CHIEF
                                                   FINANCIAL OFFICER
Date: July 10, 2003                          (Principal Financial Officer)


                                      II-5