================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

             |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001

                         Commission file number 0-28118

                             UnionBanCal Corporation

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

                              400 CALIFORNIA STREET
                      SAN FRANCISCO, CALIFORNIA 94104-1476

                  Registrant's telephone number (415) 765-2969

         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

   Number of shares of Common Stock outstanding at April 30, 2001: 158,330,713

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

<PAGE>
<TABLE>
<CAPTION>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES


                                TABLE OF CONTENTS




                                                                                                   PAGE

<S>                                                                                                 <C>
PART I
FINANCIAL INFORMATION
   Consolidated Financial Highlights:............................................................   2
   Item 1. Financial Statements:
      Condensed Consolidated Statements of Income................................................   3
      Condensed Consolidated Balance Sheets......................................................   4
      Condensed Consolidated Statements of Changes in Shareholders' Equity.......................   5
      Condensed Consolidated Statements of Cash Flows............................................   6
      Notes to Condensed Consolidated Financial Statements.......................................   7
   Item 2. Management's Discussion and Analysis:
      Introduction...............................................................................  14
      Summary....................................................................................  14
      Mission Excel..............................................................................  16
      Business Segments..........................................................................  17
      Net Interest Income........................................................................  25
      Noninterest Income.........................................................................  26
      Noninterest Expense........................................................................  28
      Income Tax Expense.........................................................................  28
      Loans......................................................................................  29
      Cross-border Outstandings..................................................................  30
      Provision for Credit Losses................................................................  31
      Allowance for Credit Losses................................................................  31
      Nonperforming Assets.......................................................................  35
      Loans 90 Days or More Past Due and Still Accruing..........................................  35
      Liquidity..................................................................................  35
      Regulatory Capital.........................................................................  36
      Certain Business Risk Factors..............................................................  37
   Item 3. Market Risk...........................................................................  40
PART II
   OTHER INFORMATION
   Item 4. Submission of Matters to a Vote of Security Holders...................................  41
   Item 6. Exhibits and Reports on Form 8-K......................................................  42
Signatures.......................................................................................  43
</TABLE>


<PAGE>


                         PART I. FINANCIAL INFORMATION

<TABLE>
<CAPTION>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED FINANCIAL HIGHLIGHTS
                                   (UNAUDITED)

                                                                                                          PERCENT CHANGE TO
                                                       FOR THE THREE MONTHS ENDED                        MARCH 31, 2001 FROM:
                                              -------------------------------------------------      -----------------------------
                                                MARCH 31,        DECEMBER 31,        MARCH 31,       MARCH 31,        DECEMBER 31,
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)    2000               2000               2001            2000               2000
--------------------------------------------  -----------        ------------       -----------      ---------        ------------
<S>                                           <C>                <C>                <C>              <C>                <C>
RESULTS OF OPERATIONS:
   Net interest income(1)............         $   386,177        $   399,276        $   387,883           0.44%            (2.85)%
   Provision for credit losses.......              40,000            250,000            100,000         150.00            (60.00)
   Noninterest income................             152,010            153,172            180,807          18.94             18.04
   Noninterest expense, excluding
      restructuring credit...........             267,038            300,450            307,485          15.15              2.34
   Restructuring credit..............             (11,000)                --                 --        (100.00)%              nm
                                              -----------        -----------        -----------
   Income before income taxes(1).....             242,149              1,998            161,205         (33.43)          7968.32
   Taxable-equivalent adjustment.....                 655                635                622          (5.04)            (2.05)
   Income tax expense (benefit)......              83,023             (7,075)            53,296         (35.81)          (853.30)
                                              -----------        -----------        -----------
   Net income........................         $   158,471        $     8,438        $   107,287         (32.30)%         1171.47%
                                              ===========        ===========        ===========


PER COMMON SHARE:
   Net income--basic..................        $      0.97        $      0.05        $      0.68         (29.90)%         1260.00%
   Net income--diluted................               0.96               0.05               0.67         (30.21)          1240.00
   Dividends.........................                0.25               0.25               0.25             --                --
   Book value (end of period)........               18.73              20.17              21.02          12.23              4.21
   Common shares outstanding (end of
      period)........................         162,585,365        159,234,454        158,567,213          (2.47)            (0.42)
   Weighted average common shares
      outstanding--basic..............        163,803,054        159,654,638        158,893,347          (3.00)            (0.48)
   Weighted average common shares
      outstanding--diluted............        164,326,864        159,915,438        159,269,148          (3.08)            (0.40)
BALANCE SHEET (END OF PERIOD):
   Total assets......................         $33,616,363        $35,162,475        $35,823,362           6.57%             1.88%
   Total loans.......................          25,983,684         26,010,398         25,976,936          (0.03)            (0.13)
   Nonperforming assets..............             146,648            408,304            438,980         199.34              7.51
   Total deposits....................          25,906,727         27,283,183         27,208,128           5.02             (0.28)
   Subordinated capital notes........             298,000            200,000            200,000         (32.89)               --
   Trust preferred securities........             350,000            350,000            366,526           4.72              4.72
   Common equity.....................           3,045,474          3,211,565          3,332,998           9.44              3.78
BALANCE SHEET (PERIOD AVERAGE):
   Total assets......................         $33,021,747        $34,124,393        $34,427,990           4.26%             0.89%
   Total loans.......................          26,013,718         26,329,776         26,417,626           1.55              0.33
   Earning assets....................          29,827,086         30,713,743         31,067,895           4.16              1.15
   Total deposits....................          25,080,619         26,145,356         25,767,673           2.74             (1.44)
   Common equity.....................           3,014,743          3,272,286          3,337,940          10.72              2.01
FINANCIAL RATIOS:
   Return on average assets(2).......                1.93%              0.10%              1.26%
   Return on average common equity(2)               21.14               1.03              13.04
   Efficiency ratio(3)...............               47.58              54.40              54.07
   Net interest margin(1)............                5.20               5.18               5.04
   Dividend payout ratio.............               25.77             500.00              36.76
   Tangible equity ratio.............                8.90               9.01               9.16
   Tier 1 risk-based capital ratio...               10.11              10.24              10.49
   Total risk-based capital ratio....               11.96              12.07              12.32
   Leverage ratio....................               10.24              10.19              10.22
   Allowance for credit losses to
      total loans....................                1.86               2.36               2.47
   Allowance for credit losses to
      nonaccrual loans...............              334.63             153.48             149.09
   Net loans charged off to average
      total loans(2).................                0.42               2.44               1.10
   Nonperforming assets to total
      loans, distressed loans held
      for sale, and foreclosed assets                0.56               1.57               1.69
   Nonperforming assets to total
      assets.........................                0.44               1.16               1.23


-----------
<FN>
(1)      Amounts are on a taxable-equivalent basis using the federal statutory
         tax rate of 35 percent.
(2)      Annualized.
(3)      The efficiency ratio is noninterest expense, excluding foreclosed asset
         expense (income), as a percentage of net interest income
         (taxable-equivalent) and noninterest income. Foreclosed asset expense
         (income) was $(0.1) million in the fourth quarter of 2000, and none in
         the first quarters of 2000 and 2001.
nm       = not meaningful
</FN>
</TABLE>

                                       2

<PAGE>


ITEM 1.  FINANCIAL STATEMENTS


<TABLE>
<CAPTION>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)


                                                                                                       FOR THE THREE MONTHS
                                                                                                          ENDED MARCH 31,
                                                                                                     ------------------------
(AMOUNTS IN THOUSANDS EXCEPT PER SHARE DATA)                                                           2000            2001
-----------------------------------------------------------------------------------------------      --------        --------
<S>                                                                                                  <C>             <C>
   Loans.......................................................................................      $538,816        $536,489
   Securities..................................................................................        50,537          67,308
   Interest bearing deposits in banks..........................................................         2,184             966
   Federal funds sold and securities purchased under resale agreements.........................         3,019           1,029
   Trading account assets......................................................................         3,258           2,900
                                                                                                     --------        --------
      Total interest income....................................................................       597,814         608,692
                                                                                                     --------        --------
INTEREST EXPENSE
   Domestic deposits...........................................................................       127,589         135,117
   Foreign deposits............................................................................        26,925          25,543
   Federal funds purchased and securities sold under repurchase agreements.....................        18,524          25,800
   Commercial paper............................................................................        21,568          20,413
   Subordinated capital notes..................................................................         4,856           3,196
   UnionBanCal Corporation--obligated mandatorily redeemable preferred securities
      of subsidiary grantor trust..............................................................         6,884           6,022
   Other borrowed funds........................................................................         5,946           5,340
                                                                                                     --------        --------
      Total interest expense...................................................................       212,292         221,431

NET INTEREST INCOME............................................................................       385,522         387,261
   Provision for credit losses.................................................................        40,000         100,000
                                                                                                     --------        --------
      Net interest income after provision for credit losses....................................       345,522         287,261
                                                                                                     --------        --------
NONINTEREST INCOME
   Service charges on deposit accounts.........................................................        47,563          57,020
   Trust and investment management fees........................................................        38,800          39,681
   Merchant transaction processing fees........................................................        17,095          19,066
   International commissions and fees..........................................................        17,036          17,110
   Merchant banking fees.......................................................................        14,219           9,248
   Brokerage commissions and fees..............................................................         9,430           8,915
   Securities gains (losses), net..............................................................        (4,318)          2,266
   Other.......................................................................................        12,185          27,501
                                                                                                     --------        --------
      Total noninterest income.................................................................       152,010         180,807
                                                                                                     --------        --------
NONINTEREST EXPENSE
   Salaries and employee benefits..............................................................       139,194         164,487
   Net occupancy...............................................................................        22,684          22,759
   Equipment...................................................................................        15,294          15,798
   Merchant transaction processing.............................................................        11,716          12,914
   Communications..............................................................................        10,567          11,702
   Data processing.............................................................................         8,647           8,949
   Professional services.......................................................................         7,962           7,824
   Foreclosed asset expense (income)...........................................................           (35)             13
   Restructuring credit........................................................................       (11,000)             --
   Other.......................................................................................        51,009          63,039
                                                                                                     --------        --------
      Total noninterest expense................................................................       256,038         307,485
                                                                                                     --------        --------
   Income before income taxes..................................................................       241,494         160,583
   Income tax expense..........................................................................        83,023          53,296
                                                                                                     --------        --------
NET INCOME.....................................................................................      $158,471        $107,287
                                                                                                     ========        ========

NET INCOME PER COMMON SHARE--BASIC.............................................................      $   0.97        $   0.68
                                                                                                     ========        ========

NET INCOME PER COMMON SHARE--DILUTED...........................................................      $   0.96        $   0.67
                                                                                                     ========        ========

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING--BASIC..............................................       163,803         158,893
                                                                                                     ========        ========

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING--DILUTED............................................       164,327         159,269
                                                                                                     ========        ========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       3

<PAGE>

<TABLE>
<CAPTION>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS


                                                                                    (UNAUDITED)                       (UNAUDITED)
                                                                                      MARCH 31,      DECEMBER 31,       MARCH 31,
(AMOUNTS IN THOUSANDS)                                                                  2000              2000            2001
----------------------------------------------------------------------------        -----------       -----------     -----------
<S>                                                                                 <C>               <C>             <C>
ASSETS
Cash and due from banks.....................................................        $ 2,343,111       $ 2,957,103     $ 2,827,758
Interest bearing deposits in banks..........................................            164,439            73,936          60,083
Federal funds sold and securities purchased under resale agreements.........            323,800           291,940         744,500
                                                                                    -----------       -----------     -----------
   Total cash and cash equivalents..........................................          2,831,350         3,322,979       3,632,341
Trading account assets......................................................            285,928           339,695         385,772
Securities available for sale:
   Securities pledged as collateral.........................................                 --           593,686         310,933
   Held in portfolio........................................................          3,239,303         3,533,984       4,160,742
Securities held to maturity (market value: March 31, 2000, $24,580;
   December 31, 2000, $23,302)..............................................             25,808            23,529              --
Loans (net of allowance for credit losses: March 31, 2000, $483,206;
   December 31, 2000, $613,902; March 31, 2001, $642,334)...................         25,500,478        25,396,496      25,334,602
Due from customers on acceptances...........................................            243,201           268,116         225,081
Premises and equipment, net.................................................            423,751           474,279         480,232
Other assets................................................................          1,066,544         1,209,711       1,293,659
                                                                                    -----------       -----------     -----------
   Total assets.............................................................        $33,616,363       $35,162,475     $35,823,362
                                                                                    ===========       ===========     ===========

LIABILITIES
Domestic deposits:
   Noninterest bearing......................................................        $10,039,846        10,916,710     $10,966,658
   Interest bearing.........................................................         13,687,439        13,986,774      13,867,381
Foreign deposits:
   Noninterest bearing......................................................            386,461           323,783         260,686
   Interest bearing.........................................................          1,792,981         2,055,916       2,113,403
                                                                                    -----------       -----------     -----------
   Total deposits...........................................................         25,906,727        27,283,183      27,208,128
Federal funds purchased and securities sold under repurchase agreements.....          1,191,143         1,387,667       1,436,474
Commercial paper............................................................          1,488,055         1,385,771       1,437,467
Other borrowed funds........................................................            281,950           249,469         540,625
Acceptances outstanding.....................................................            243,201           268,116         225,081
Other liabilities...........................................................            811,813           826,704       1,076,063
Subordinated capital notes..................................................            298,000           200,000         200,000
UnionBanCal Corporation--obligated mandatorily redeemable preferred securities
   of subsidiary grantor trust..............................................            350,000           350,000         366,526
                                                                                    -----------       -----------     -----------
   Total liabilities........................................................         30,570,889        31,950,910      32,490,364
                                                                                    -----------       -----------     -----------
Commitments and contingencies
SHAREHOLDERS' EQUITY
Preferred stock:
   Authorized 5,000,000 shares, no shares issued or outstanding as of
      March 31, 2000, December 31, 2000, and March 31, 2001.................                 --                --              --
Common stock--no stated value:
   Authorized 300,000,000 shares, issued 162,585,365 shares as of March 31,
      2000, 159,234,454 shares as of December 31, 2000, and 158,567,213
      shares as of March 31, 2001...........................................          1,349,007         1,275,587       1,256,085
Retained earnings...........................................................          1,743,590         1,906,093       1,974,095
Accumulated other comprehensive income (loss)...............................            (47,123)           29,885         102,818
                                                                                    -----------       -----------     -----------
   Total shareholders' equity...............................................          3,045,474         3,211,565       3,332,998
                                                                                    -----------       -----------     -----------
   Total liabilities and shareholders' equity...............................        $33,616,363       $35,162,475     $35,823,362
                                                                                    ===========       ===========     ===========

</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       4

<PAGE>

<TABLE>
<CAPTION>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES
      CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                                   (UNAUDITED)



                                                                                    FOR THE THREE MONTHS ENDED MARCH 31,
                                                                         --------------------------------------------------------
(DOLLARS IN THOUSANDS)                                                             2000                           2001
--------------------------------------------------------------------     -------------------------      -------------------------
<S>                                                                      <C>              <C>           <C>              <C>
COMMON STOCK
   Balance, beginning of period.....................................     $1,404,155                     $1,275,587
   Dividend reinvestment plan.......................................              8                              8
   Deferred compensation--restricted stock awards...................            (38)                            (9)
   Stock options exercised..........................................            656                          2,070
   Common stock repurchased.........................................        (55,774)                       (21,571)
                                                                         ----------                     ----------
Balance, end of period..............................................     $1,349,007                     $1,256,085
                                                                         ----------                     ----------
RETAINED EARNINGS
   Balance, beginning of period.....................................     $1,625,263                     $1,906,093
   Net income.......................................................        158,471       $158,471         107,287       $107,287
   Dividends on common stock(1).....................................        (40,931)                       (39,671)
   Deferred compensation--restricted stock awards...................            787                            386
                                                                         ----------                     ----------
      Balance, end of period........................................     $1,743,590                     $1,974,095
                                                                         ----------                     ----------
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
   Balance, beginning of period.....................................     $  (41,950)                    $   29,885
   Cumulative effect of accounting change (SFAS No. 133), net of tax
      expense of $13,754............................................                            --                         22,205
   Unrealized net gains on cash flow hedges, net of tax expense of
      $14,164 in the first three months of 2001.....................                            --                         22,866
   Less: reclassification adjustment for net gains on cash flow
      hedges included in net income, net of tax expense of $1,203 in
      the first three months of 2001................................                            --                         (1,943)
                                                                                                                         --------
   Net unrealized gains on cash flow hedges.........................                                                       20,923
                                                                                                                         --------
   Unrealized holding gains (losses) arising during the period on
      securities available for sale, net of tax expense (benefit)
      of $(5,203) and $19,689 in the first three months of 2000 and
      2001, respectively............................................                        (8,399)                        31,785
   Less: reclassification adjustment for losses (gains)on securities
      available for sale included in net income, net of tax expense
      (benefit) of $(1,652) and $867 in the first three months of
      2000 and 2001, respectively...................................                         2,666                         (1,399)
                                                                                          --------                       --------
   Net unrealized gains (losses) on securities available for sale...                        (5,733)                        30,386
   Foreign currency translation adjustment, net of tax expense
      (benefit) of $347 and $(360) in the first three months of 2000
      and 2001, respectively........................................                           560                           (581)
   Minimum pension liability adjustment, net of tax expense of $0 in
      the first quarters of 2000 and 2001...........................                            --                             --
                                                                                          --------                       --------
   Other comprehensive income (loss)................................         (5,173)        (5,173)         72,933         72,933
                                                                         ----------       --------      ----------       --------
   Total comprehensive income.......................................                      $153,298                       $180,220
                                                                                          ========                       ========
      Balance, end of period........................................     $  (47,123)                    $  102,818
                                                                         ----------                     ----------
        TOTAL SHAREHOLDERS' EQUITY..................................     $3,045,474                     $3,332,998
                                                                         ==========                     ==========
-----------
<FN>
(1)  Dividends per share were $0.25 for the first three months of 2000 and 2001.
     Dividends are based on UnionBanCal  Corporation's  shares outstanding as of
     the declaration date.
</FN>
</TABLE>

See accompanying notes to condensed consolidated financial statements.



                                       5

<PAGE>

<TABLE>
<CAPTION>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


                                                                                                       FOR THE THREE MONTHS
                                                                                                           ENDED MARCH 31,
                                                                                                    --------------------------
(DOLLARS IN THOUSANDS)                                                                                  2000            2001
-----------------------------------------------------------------------------------------------     ----------      ----------
<S>                                                                                                 <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income..................................................................................     $  158,471      $  107,287
   Adjustments to reconcile net income to net cash provided by operating activities:
      Provision for credit losses..............................................................         40,000         100,000
      Depreciation, amortization and accretion.................................................         19,410          19,693
      Provision for deferred income taxes......................................................         22,991           6,192
      Loss (gain) on sales of securities available for sale....................................          4,318          (2,266)
      Utilization in excess of restructuring charge............................................        (24,061)         (4,282)
      Net increase in trading account assets...................................................       (105,993)        (46,077)
      Other, net...............................................................................        (19,596)        189,764
                                                                                                    ----------      ----------
      Total adjustments........................................................................        (62,931)        263,024
                                                                                                    ----------      ----------
   Net cash provided by operating activities...................................................         95,540         370,311
                                                                                                    ----------      ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from sales of securities available for sale........................................        289,859         224,833
   Proceeds from matured and called securities available for sale..............................        197,215         170,854
   Purchases of securities available for sale..................................................       (529,499)       (667,367)
   Proceeds from matured and called securities held to maturity................................         20,723              --
   Net increase in loans.......................................................................        (98,078)        (38,349)
   Other, net..................................................................................        (15,188)        (19,429)
                                                                                                    ----------      ----------
      Net cash used in investing activities....................................................       (134,968)       (329,458)
                                                                                                    ----------      ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Net decrease in deposits....................................................................       (349,880)        (75,055)
   Net increase in federal funds purchased and securities sold under repurchase agreements.....         34,344          48,807
   Net increase in commercial paper and other borrowed funds...................................        121,251         342,852
   Common stock repurchased....................................................................        (55,774)        (21,571)
   Payments of cash dividends..................................................................        (41,172)        (39,824)
   Other, net..................................................................................          1,224          18,023
                                                                                                    ----------      ----------
      Net cash provided by (used in) financing activities......................................       (290,007)        273,232
                                                                                                    ----------      ----------
Net increase (decrease) in cash and cash equivalents...........................................       (329,435)        314,085
Cash and cash equivalents at beginning of period...............................................      3,158,133       3,322,979
Effect of exchange rate changes on cash and cash equivalents...................................          2,652          (4,723)
                                                                                                    ----------      ----------
Cash and cash equivalents at end of period.....................................................     $2,831,350      $3,632,341
                                                                                                    ==========      ==========
CASH PAID (RECEIVED) DURING THE PERIOD FOR:
   Interest....................................................................................       $222,439        $250,846
   Income taxes................................................................................       (126,441)         (7,853)
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
   Loans transferred to foreclosed assets (OREO) and/or distressed loans held for sale.........           $706          $7,391
   Securities transferred from held to maturity to available for sale..........................             --          23,529
   Dividends declared but unpaid...............................................................         40,931          39,671
</TABLE>


See accompanying notes to condensed consolidated financial statements.



                                       6

<PAGE>


NOTE 1--BASIS OF PRESENTATION AND NATURE OF OPERATIONS

         The   unaudited   condensed   consolidated   financial   statements  of
UnionBanCal  Corporation  and  subsidiaries  (the Company) have been prepared in
accordance with accounting principles generally accepted in the United States of
America (US GAAP) for interim  financial  reporting and the instructions to Form
10-Q and Rule  10-01 of  Regulation  S-X of the  Rules  and  Regulations  of the
Securities  and  Exchange  Commission.  However,  they do not include all of the
disclosures  necessary for annual  financial  statements  in conformity  with US
GAAP.  The  results of  operations  for the period  ended March 31, 2001 are not
necessarily  indicative of the operating results  anticipated for the full year.
Accordingly,  these unaudited condensed consolidated financial statements should
be read in  conjunction  with  the  audited  consolidated  financial  statements
included in the Company's  Form 10-K for the year ended  December 31, 2000.  The
preparation  of financial  statements in  conformity  with US GAAP also 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 revenue and
expense  during the  reporting  period.  Actual  results could differ from those
estimates.

         The Company completed the repurchase of $69 million in common stock
between July 2000 through March 2001, under a stock repurchase plan authorized
in July 2000. In April 2001, the Company announced an additional $100 million
stock repurchase plan. At March 31, 2001, The Bank of Tokyo-Mitsubishi, Ltd.
(BTM) owned 67 percent of the Company.

         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 employee  benefits of $16.0  million.  The
impact on future years is not considered significant.

         Certain amounts for prior periods have been  reclassified to conform to
current financial statement presentation.

         DERIVATIVE INSTRUMENTS HELD FOR PURPOSES OTHER THAN TRADING

         The Company enters into a variety of derivative contracts as a means of
reducing  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.  Additionally, the hedging instrument must be
highly effective in achieving offsetting changes in the hedge instrument and the
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  the  hedging  instrument  are  recognized  in
noninterest  income.  For cash flow hedges, the unrealized changes in fair value
are  recognized in other  comprehensive  income.  Amounts  realized on cash flow
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.

NOTE 2--RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

         In September  2000,  the Financial  Accounting  Standards  Board (FASB)
issued  Statement of Financial  Accounting  Standards No. 140,  "Accounting  for
Transfers and Servicing of Financial Assets and  Extinguishments of Liabilities"
(SFAS No. 140), which replaces SFAS No. 125. The Statement revises the standards
for accounting for the  securitization  and other transfers of financial  assets
and collateral, and


                                       7

<PAGE>

requires certain disclosures, but carries over most of SFAS No. 125's provisions
without  reconsideration.  SFAS No. 140 is effective for transfers and servicing
of financial assets and extinguishments of liabilities occurring after March 31,
2001.  Management  believes that adopting these  components of SFAS No. 140 will
not have a material  impact on the  Company's  financial  position or results of
operations.  SFAS No. 140 must be applied  prospectively.  For  recognition  and
reclassification  of collateral and for disclosures  relating to  securitization
transactions and collateral,  this Statement was adopted as of December 31, 2000
and did not have a material impact on the Company's financial position.

NOTE 3--EARNINGS PER 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.  The following table presents a  reconciliation  of basic and
diluted EPS for the three months ended March 31, 2000 and 2001:

<TABLE>
<CAPTION>

                                                                                    THREE MONTHS ENDED MARCH 31,
                                                                         -------------------------------------------------
                                                                                 2000                        2001
                                                                         ----------------------      ---------------------
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)                              BASIC       DILUTED         BASIC      DILUTED
---------------------------------------------------------------------    --------      --------      --------     --------
<S>                                                                      <C>           <C>           <C>          <C>
Net Income...........................................................    $158,471      $158,471      $107,287     $107,287
                                                                         ========      ========      ========     ========
Weighted average common shares outstanding...........................     163,803       163,803       158,893      158,893
Additional shares due to:
Assumed conversion of dilutive stock options.........................          --           524            --          376
                                                                         --------      --------      --------     --------
Adjusted weighted average common shares outstanding..................     163,803       164,327       158,893      159,269
                                                                         ========      ========      ========     ========
Net income per share.................................................       $0.97         $0.96         $0.68        $0.67
                                                                         ========      ========      ========     ========
</TABLE>

















                                       8


<PAGE>

NOTE 4--COMPREHENSIVE INCOME

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

<TABLE>
<CAPTION>

                                             NET UNREALIZED GAINS
                                            (LOSSES) ON SECURITIES             FOREIGN CURRENCY               NET UNREALIZED GAINS
                                              AVAILABLE FOR SALE            TRANSLATION ADJUSTMENT             ON CASH FLOW HEDGES
                                            -----------------------        -------------------------          ----------------------
                                                                   FOR THE THREE MONTHS ENDED MARCH 31,
                                            ----------------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS)                         2000           2001           2000            2001               2000          2001
-----------------------------------         ---------       -------        --------        ---------           ------        -------
<S>                                         <C>             <C>            <C>             <C>                 <C>           <C>
Beginning balance..................         $(32,548)       $41,879        $(8,713)        $(11,191)           $   --        $    --
Cumulative effect of accounting
   change, net of tax..............               --             --             --               --                --         22,205
Change during the period...........           (5,733)        30,386            560             (581)               --         20,923
                                            ---------       -------        --------        ---------           ------        -------
Ending balance.....................         $(38,281)       $72,265        $(8,153)        $(11,772)           $   --        $43,128
                                            =========       =======        ========        =========           ======        =======
</TABLE>

<TABLE>
<CAPTION>

                                                                        MINIMUM PENSION               ACCUMULATED OTHER
                                                                      LIABILITY ADJUSTMENT          COMPREHENSIVE INCOME
                                                                                                           (LOSS)
                                                                      --------------------       -------------------------
                                                                               FOR THE THREE MONTHS ENDED MARCH 31,
                                                                      ----------------------------------------------------
(DOLLARS IN THOUSANDS)                                                 2000           2001           2000            2001
--------------------------------------------------------------        ------        ------       ---------        --------
<S>                                                                   <C>           <C>          <C>              <C>
Beginning balance.............................................        $(689)        $(803)       $(41,950)        $ 29,885
Cumulative effect of accounting change, net of tax............           --            --              --           22,205
Change during the period......................................           --            --          (5,173)          50,728
                                                                      ------        ------       ---------        --------
Ending balance................................................        $(689)        $(803)       $(47,123)        $102,818
                                                                      ======        ======       =========        ========
</TABLE>


NOTE 5--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 full
            range of  banking  services,  primarily  to  individuals  and  small
            businesses,  delivered  through a tri-state  network of branches and
            ATM's. These services include  commercial loans,  mortgages and 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.

         o  The Commercial  Financial Services Group primarily provides tailored
            credit and cash  management  services to large  corporate and middle
            market companies.  Services include  commercial  loans,  asset based
            lending, commercial real estate lending, leasing and a comprehensive
            product array of deposit and cash management services.

         o  The International Banking Group provides  trade-finance  products to
            banks,  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 securities portfolio,
            trading  operations,  wholesale funding needs, and interest rate and
            liquidity risk.

         The information, set forth in the table on the following page, reflects
selected income  statement  items and a selected  balance sheet item by business
unit.  The  information  presented does not  necessarily  represent the business
units' financial condition and results of operations as if they were independent
entities.  Unlike  financial  accounting,  there  is no  authoritative  body  of
guidance for management


                                       9


<PAGE>

NOTE 5--BUSINESS SEGMENTS (CONTINUED)

accounting  equivalent  to US  GAAP.  Consequently,  reported  results  are  not
necessarily comparable with those presented by other companies.

         The  information in this table is derived from the internal  management
reporting  system used by management to measure the  performance of the segments
and the Company overall.  The management  reporting system assigns balance sheet
and  income  statement  items  to each  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
segment  are  assigned  to  that  business,  other  than  restructuring  charges
(credits). Indirect costs, such as overhead, operations, and technology expense,
are  allocated  to the  segments  based on  studies of  billable  unit costs for
product or data processing.  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,  certain  parent  company  non-bank
subsidiaries,  the  elimination  of the fully  taxable-equivalent  amounts,  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
loan loss reserve,  and the residual costs of support groups, as well as certain
nonrecurring  items such as restructuring  charges  (credits).  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
Asian-owned subsidiaries located in the U.S.

<TABLE>
<CAPTION>

                                        COMMUNITY BANKING
                                          AND INVESTMENT                COMMERCIAL FINANCIAL                INTERNATIONAL
                                          SERVICES GROUP                   SERVICES GROUP                   BANKING GROUP
                                      ------------------------        -------------------------         -----------------------
                                                       AS OF AND FOR THE THREE MONTHS ENDED MARCH 31,
                                      -----------------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS)                  2000            2001            2000             2001            2000            2001
--------------------------------      --------        --------        --------         --------         -------         -------
<S>                                   <C>             <C>             <C>              <C>              <C>             <C>
RESULTS OF OPERATIONS:
Total revenue(1)................      $273,232        $267,314        $217,477         $220,656         $26,052         $25,126
Net income (loss)...............      $ 54,331        $ 47,074        $ 76,378         $ 74,297         $ 6,264         $ 6,532
Total assets at period end
   (dollars in millions)........      $  8,877        $  9,504        $ 18,413         $ 17,858         $ 1,525         $ 1,377

<CAPTION>

                                             GLOBAL                                                          UNIONBANCAL
                                          MARKETS GROUP                         OTHER                        CORPORATION
                                      ------------------------        -------------------------         -----------------------
                                                       AS OF AND FOR THE THREE MONTHS ENDED MARCH 31,
                                      -----------------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS)                  2000            2001            2000             2001            2000            2001
--------------------------------      --------        --------        --------         --------         -------         -------
<S>                                   <C>             <C>             <C>              <C>              <C>             <C>
RESULTS OF OPERATIONS:
Total revenue(1)................      $ 2,562         $ 18,883        $ 18,209         $ 36,089         $537,532        $568,068
Net income (loss)...............      $  (912)        $  3,400        $ 22,410         $(24,016)        $158,471        $107,287
Total assets at period end
   (dollars in millions)........      $ 3,763         $  5,596        $  1,038         $  1,488         $ 33,616        $ 35,823
-----------
<FN>
(1)      Total revenue is comprised of net interest income and noninterest income
</FN>
</TABLE>


                                       10

<PAGE>

NOTE 6--RESTRUCTURING CHARGE (CREDIT)

         A restructuring charge of $85 million was recorded in the third quarter
of 1999. The restructuring charge was incurred in connection with a company-wide
project referred to as "Mission  Excel".  Mission Excel is an initiative to slow
the rate of growth of expenses,  increase  sustainable  growth in revenues,  and
increase productivity through elimination of unnecessary or duplicate functions.
The  restructuring  charge includes only direct and incremental costs associated
with the program.

         The Company  reduced the  restructuring  charge by $19.0 million during
the year ended  December 31, 2000.  The reduction  was primarily  related to the
severance portion of the reserve reflecting changes in attrition assumptions.

         The table, which follows, provides details of the restructuring related
reserve:

<TABLE>
<CAPTION>

                                                                                    OCCUPANCY
(DOLLARS IN THOUSANDS)                                               PERSONNEL      AND OTHER      TOTAL
----------------------------------------------------------------     ---------      ---------     --------
<S>                                                                  <C>            <C>           <C>
Balances at December 31, 2000...................................     $  14,363      $   1,710     $ 16,073
Less: Utilization
      Cash......................................................         4,102            160        4,262
      Noncash...................................................            --             20           20
                                                                     ---------      ---------     --------
        Total utilization.......................................         4,102            180        4,282
                                                                     ---------      ---------     --------
Balances at March 31, 2001......................................     $  10,261      $   1,530     $ 11,791
                                                                     =========      =========     ========
</TABLE>

         Personnel expense consists of severance and related benefits to be paid
under the  Company's  enhanced  severance  plans.  At the  completion of Mission
Excel, the Company expects to have terminated approximately 745 employees.  From
August 16, 1999 to March 31, 2001, 700 employees were terminated under the plan.
Occupancy  and  other  consists  of lease  termination  costs  and  professional
services costs incurred during the assessment phase of the project.

NOTE 7--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" (SFAS No. 133), 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.  The
adoption of SFAS No. 133 resulted in the recognition of a loss of $6 million ($4
million,  net of tax), which is included in noninterest  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 unrealized gain.

         Derivative   positions   are  integral   components  of  the  Company's
designated asset and liability management activities.  The Company uses interest
rate  derivative  instruments  as part of its  management of asset and liability
positions.  Derivatives  are used to  manage  interest  rate  risk  relating  to
specified groups of assets and  liabilities,  primarily  LIBOR-based  commercial
loans and trust preferred securities.



                                       11

<PAGE>

NOTE 7--DERIVATIVE INSTRUMENTS AND OTHER FINANCIAL INSTRUMENTS USED FOR HEDGING
        (CONTINUED)

         CASH FLOW HEDGES

         HEDGING STRATEGIES FOR VARIABLE RATE LOANS

         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,  i.e., 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 and corridor  options and interest rate swaps.  The maximum length of time
over which the Company is hedging these exposures is March 12, 2004.

         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  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 LIBOR to the
extent it falls below the corridor's lower strike rate.

         The Company uses  interest  rate swaps to hedge the variable cash flows
associated with 1-month LIBOR or 3-month LIBOR indexed loan portfolio.  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 LIBOR.

         Hedging  transactions  are structured at inception so that the notional
amounts of the hedge are matched with an equal  principal  amount of loans,  the
index and repricing frequencies of the hedge matches those of the loans, and the
period in which the  designated  hedged cash flows occur 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.  During the first quarter of 2001, the Company  recognized a
net loss of $3.7 million due to the  ineffectiveness,  most of which  related to
the portion of the options that are being  excluded from the assessment of hedge
effectiveness.

         For cash flow hedges,  based upon amounts included in accumulated other
comprehensive  income,  the Company  expects to  recognize  an increase of $15.5
million in net  interest  income  during  2001.  This amount  could  differ from
amounts  actually  realized due to changes in interest rates and the addition of
other hedges subsequent to March 31, 2001.

         FAIR VALUE HEDGES

         HEDGING STRATEGIES FOR UNIONBANCAL  CORPORATION--OBLIGATED  MANDATORILY
         REDEEMABLE  PREFERRED  SECURITIES OF SUBSIDIARY  GRANTOR  TRUSTS (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.


                                       12

<PAGE>

NOTE 7--DERIVATIVE INSTRUMENTS AND OTHER FINANCIAL INSTRUMENTS USED FOR HEDGING
        (CONTINUED)
         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 the first quarter of 2001
was immaterial.

         The  following  table  reflects   summary   information  on  derivative
contracts,  and the associated hedged item for fair value hedges,  used to hedge
the  Company's  risk as of March 31,  2001.  Amounts  included in the fair value
column for cash flow hedges do not include  gains or losses or the fair value of
the underlying asset being hedged. Notional amounts are not exchanged, but serve
as a point of reference for calculating payments.

<TABLE>
<CAPTION>

                                                                                      MARCH 31, 2001
                                                                -----------------------------------------------------------
                                                                PRINCIPAL/
                                                                 NOTIONAL        UNREALIZED      UNREALIZED       ESTIMATED
(DOLLARS IN THOUSANDS)                                           AMOUNTS            GAINS          LOSSES         FAIR VALUE
------------------------------------------------------------    ----------       ----------      ----------      -----------
<S>                                                             <C>                 <C>            <C>            <C>
HELD FOR ASSET AND LIABILITY MANAGEMENT PURPOSES
Fair Value Hedges:
   Swap contracts:
      Pay variable/receive fixed............................    $  200,000          $14,382                       $ (14,382)
   Trust preferred securities...............................       200,000                         $ 16,526         216,526
Cash flow Hedges:
   Interest rate contracts:
      Floors purchased......................................     1,350,000           44,527                          44,527
      Floors written........................................       500,000                            6,632          (6,632)
   Swap contracts:
      Pay variable/receive fixed............................     1,180,000           32,568                          32,568
-----------
</TABLE>

         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  contracts at fair
value and the assets and  liabilities at the spot rate,  with the resultant gain
or loss recognized in noninterest income.

NOTE 8--SUBSEQUENT EVENT

         On April 25,  2001,  the Board of Directors  declared a quarterly  cash
dividend of $0.25 per share of common  stock.  The dividend will be paid on July
6, 2001 to shareholders of record as of June 8, 2001.







                                       13

<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

         THIS DOCUMENT INCLUDES FORWARD-LOOKING INFORMATION, WHICH IS SUBJECT TO
THE "SAFE  HARBOR"  CREATED BY SECTION  27A OF THE  SECURITIES  ACT OF 1933,  AS
AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. OUR
MANAGEMENT MAY MAKE FORWARD-LOOKING  STATEMENTS IN OTHER SECURITIES AND EXCHANGE
COMMISSION FILINGS,  PRESS RELEASES,  NEWS ARTICLES,  CONFERENCE CALLS WITH WALL
STREET  ANALYSTS  AND  SHAREHOLDERS  AND  WHEN  WE ARE  SPEAKING  ON  BEHALF  OF
UNIONBANCAL  CORPORATION.  FORWARD-LOOKING  STATEMENTS  CAN BE IDENTIFIED BY THE
FACT THAT THEY DO NOT RELATE  STRICTLY TO  HISTORICAL OR CURRENT  FACTS.  OFTEN,
THEY INCLUDE THE WORDS  "BELIEVE,"  "EXPECT,"  "ANTICIPATE,"  "INTEND,"  "PLAN,"
"ESTIMATE,"  "PROJECT," OR WORDS OF SIMILAR  MEANING,  OR FUTURE OR  CONDITIONAL
VERBS  SUCH  AS   "WILL,"   "WOULD,"   "SHOULD,"   "COULD,"   OR  "MAY."   THESE
FORWARD-LOOKING  STATEMENTS ARE INTENDED TO PROVIDE  INVESTORS  WITH  ADDITIONAL
INFORMATION  WITH  WHICH THEY MAY  ASSESS  OUR  FUTURE  POTENTIAL.  ALL OF THESE
FORWARD-LOOKING  STATEMENTS ARE BASED ON ASSUMPTIONS  ABOUT AN UNCERTAIN  FUTURE
AND ARE BASED ON INFORMATION AVAILABLE AT THE DATE SUCH STATEMENTS ARE ISSUED.

         THERE ARE NUMEROUS  RISKS AND  UNCERTAINTIES  THAT COULD AND WILL CAUSE
ACTUAL RESULTS TO DIFFER FROM THOSE DISCUSSED IN OUR FORWARD-LOOKING STATEMENTS.
MANY OF THESE  FACTORS  ARE BEYOND OUR  ABILITY TO CONTROL OR PREDICT  AND COULD
HAVE A MATERIAL ADVERSE EFFECT ON OUR STOCK PRICE, FINANCIAL CONDITION,  RESULTS
OF OPERATIONS OR PROSPECTS.  SUCH RISKS AND UNCERTAINTIES  INCLUDE,  BUT ARE NOT
LIMITED TO, THE FOLLOWING  FACTORS'  ADVERSE  ECONOMIC  CONDITIONS IN CALIFORNIA
(INCLUDING PROBLEMS ARISING FROM THE CALIFORNIA ENERGY CRISIS), ADVERSE ECONOMIC
CONDITIONS  AFFECTING  CERTAIN  INDUSTRIES,  FLUCTUATIONS IN INTEREST RATES, THE
CONTROLLING INTEREST IN US BY THE BANK OF TOKYO-MITSUBISHI, LTD., COMPETITION IN
THE BANKING INDUSTRY,  RESTRICTIONS ON DIVIDENDS, ADVERSE EFFECTS OF CURRENT AND
FUTURE BANKING RULES,  REGULATIONS AND  LEGISLATION,  AND RISKS  ASSOCIATED WITH
VARIOUS STRATEGIES WE MAY PURSUE, INCLUDING POTENTIAL ACQUISITIONS, DIVESTITURES
AND  RESTRUCTURINGS.  SEE ALSO  THE  SECTION  ENTITLED  "CERTAIN  BUSINESS  RISK
FACTORS" ON PAGE 37.

INTRODUCTION

         We  are  a  California-based,  commercial  bank  holding  company  with
consolidated assets of $35.8 billion at March 31, 2001. At March 31, 2001, Union
Bank of California,  N.A. was the third largest  commercial  bank in California,
based on total assets and total deposits in California.

         UnionBanCal  Corporation  and its  banking  subsidiary,  Union  Bank of
California,  N.A., (the Bank) was created on April 1, 1996 by the combination of
Union Bank with BanCal  Tri-State  Corporation and its banking  subsidiary,  The
Bank of California,  N.A. The combination was accounted for as a  reorganization
of entities under common control, similar to a pooling of interests.

         The Company  completed  the  repurchase  of $69 million in common stock
between July 2000 and March 2001,  under a stock  repurchase  plan authorized in
July 2000. In April 2001, the Company announced an additional $100 million stock
repurchase  plan. At March 31, 2001,  The Bank of  Tokyo-Mitsubishi,  Ltd. (BTM)
owned 67 percent of the Company.

         Our interim  financial  information  should be read in conjunction with
our Form 10-K for the year ended  December 31, 2000.  Certain  amounts for prior
periods  have been  reclassified  to  conform  to  current  financial  statement
presentation.

SUMMARY

         To  facilitate  the  discussion  of  the  results  of  operations,  the
following  table  includes  certain pro forma earnings  disclosures  and ratios.
These presentations  supplement the Consolidated Statements of Income on page 3,
which are prepared in accordance with accounting  principles  generally accepted
in the United  States of America  (US GAAP),  by  excluding  the  effects of the
restructuring  credit  recorded  in the  first  and  second  quarters  of  2000.
Management  believes that it is meaningful to understand  the operating  results
and trends excluding this item and, therefore,  has included information in this
table and in the


                                       14

<PAGE>


management's  discussion  and  analysis  which  follows,  that  presents  income
excluding this item and related pro forma ratio and per share calculations.

<TABLE>
<CAPTION>

                                                                                           FOR THE THREE MONTHS
                                                                                             ENDED MARCH 31,
(DOLLARS IN THOUSANDS, EXCEPT PER SHAREDATA)                                                2000         2001
-----------------------------------------------------------------------------------       --------     --------
<S>                                                                                       <C>          <C>
INCOME BEFORE INCOME TAXES.........................................................       $242,149     $161,205
   Restructuring credit............................................................        (11,000)          --
   Taxable equivalent adjustment...................................................           (655)        (622)
   Income tax expense(1)...........................................................        (78,878)     (53,296)
                                                                                          --------     --------
PRO FORMA EARNINGS.................................................................       $151,616     $107,287
                                                                                          ========     ========


PER COMMON SHARE, EXCLUDING RESTRUCTURING CREDIT
   Pro forma earnings (basic)......................................................          $0.93        $0.68
   Pro forma earnings (diluted)....................................................           0.92         0.67
SELECTED FINANCIAL RATIOS, EXCLUDING RESTRUCTURING CREDIT
   Pro forma return on average assets..............................................           1.85%        1.26%
   Pro forma return on average common equity.......................................          19.86        13.04
   Pro forma efficiency ratio(2)...................................................          49.62        54.07
   Pro forma dividend payout ratio.................................................          26.88        36.76
-----------
<FN>
(1)      Includes the income tax expense effect of $4.145 million related to the
         restructuring credit.

(2)      The pro  forma  efficiency  ratio  is  noninterest  expense,  excluding
         foreclosed  asset  expense  (income)  and  restructuring  credit,  as a
         percentage of net interest income  (taxable-equivalent) and noninterest
         income.  Foreclosed  asset expense (income) was ($0.035) million in the
         first quarter of 2000 and $0.013 million in the first quarter of 2001.
</FN>
</TABLE>

         Reported  net income was $107.3  million,  or $0.67 per diluted  common
share, in the first quarter of 2001,  compared with $158.5 million, or $0.96 per
diluted  common share,  in the first quarter of 2000. Pro forma net earnings was
$107.3 million,  or $0.67 per diluted common share, in the first quarter of 2001
compared to $151.6  million,  or $0.92 per diluted  common  share,  in the first
quarter of 2000,  which  excluded  the effects of the $11 million  restructuring
credit ($6.9  million net of tax),  which was  recorded in the first  quarter of
2000. This decrease in pro forma diluted  earnings per share of 27 percent below
the first quarter of 2000 was due to a $60.0 million,  or 150 percent,  increase
in provision for credit  losses,  a $40.4  million,  or 15 percent,  increase in
noninterest  expense,  partially  offset  by a  $28.8  million,  or 19  percent,
increase in noninterest income, a $1.7 million, or 0.4 percent,  increase in net
interest  income (on a  taxable-equivalent  basis),  and a one percentage  point
decrease in the  effective  tax rate.  Other  highlights of the first quarter of
2001 include:

         o  Net  interest  income,  on a  taxable-equivalent  basis,  was $387.9
            million in the first  quarter of 2001,  an increase of $1.7 million,
            or 0.4 percent,  over the first quarter of 2000. Net interest margin
            in the first  quarter of 2001 was 5.04  percent,  a  decrease  of 16
            basis points from the first quarter of 2000.

         o  Noninterest  income was $180.8 million in the first quarter of 2001,
            an increase of $28.8 million, or 19 percent,  from the first quarter
            of 2000. Other  noninterest  income,  including a $20.7 million gain
            recognized on the exchange of our STAR system stock, increased $16.5
            million,  or 34 percent,  service  charges on deposit  accounts grew
            $9.5 million, or 20 percent,  merchant  transaction  processing fees
            increased  $2.0  million,  or 12 percent,  and trust and  investment
            management  fees rose $0.9 million,  or 2 percent.  In addition,  we
            reduced our  residual  values in our auto lease  portfolio  by $17.3
            million  and $12.5  million  in the first  quarter of 2001 and 2000,
            respectively.

         o  A provision for credit losses of $100.0  million was recorded in the
            first  quarter of 2001,  compared  with  $40.0  million in the first
            quarter of 2000. This resulted from management's  regular assessment


                                       15

<PAGE>

            of overall credit quality, loan portfolio composition,  business and
            economic  conditions  in relation to the level of the  allowance for
            credit losses.  The allowance for credit losses was $642.3  million,
            or 149  percent  of  total  nonaccrual  loans,  at March  31,  2001,
            compared  with $483.2  million,  or 335 percent of total  nonaccrual
            loans, at March 31, 2000.

         o  Noninterest expense was $307.5 million in the first quarter of 2001,
            an increase of $40.4 million, or 15 percent,  over the first quarter
            of 2000,  excluding the restructuring credit in the first quarter of
            2000.  Salaries and employee benefits increased $25.3 million, or 18
            percent,  primarily  due to a $16.0 million  one-time  credit for an
            accounting  methodology  change in  recognizing  pension  expense in
            2000, and other noninterest  expense increased $15.2 million,  or 12
            percent.

         o  Income tax expense in the first quarter of 2001 was $53.3 million, a
            33 percent  effective tax rate.  For the first quarter of 2000,  the
            effective  income  tax  rate was 34  percent.  The  decrease  in the
            year-over-year  effective  tax rate was  primarily  attributed to an
            increase in low income  housing tax credits in the first  quarter of
            2001.

         o  Reported  return on average  assets was 1.26  percent  and return on
            average  common  equity was 13.04  percent at March 31, 2001. In the
            first  quarter  of 2001,  our pro  forma  return on  average  assets
            decreased to 1.26 percent from 1.85 percent a year earlier,  and our
            pro forma return on average common equity decreased to 13.04 percent
            from 19.86 percent a year earlier.

         o  Total loans at March 31, 2001 were $26.0 billion, a decrease of $6.7
            million, or 0.03 percent, over March 31, 2000.

         o  Nonperforming assets increased $292.3 million, or 199 percent,  from
            March 31, 2000 to $439.0  million at March 31,  2001.  Nonperforming
            assets as a percentage of total assets  increased to 1.23 percent at
            March 31, 2001,  compared with 0.44 percent one year earlier.  Total
            nonaccrual  loans were $430.8  million at March 31,  2001,  compared
            with $144.4  million at March 31, 2000,  resulting in an increase in
            the ratio of  nonaccrual  loans to total loans from 0.56  percent at
            March 31, 2000 to 1.66 percent at March 31, 2001.

         o  Our Tier 1 and total  risk-based  capital  ratios were 10.49 percent
            and 12.32 percent,  respectively,  at March 31, 2001,  compared with
            10.11 percent and 11.96  percent,  respectively,  at March 31, 2000.
            Our leverage ratio was 10.22 percent at March 31, 2001 compared with
            10.24 percent at March 31, 2000.

MISSION EXCEL

         Mission  Excel,  a project  begun in the  second  quarter  1999,  was a
company-wide  initiative  to slow the rate of growth of our  expenses,  increase
sustainable  growth  in  our  revenues,   and  increase   productivity   through
elimination of unnecessary or duplicate functions.  The goal of this project was
to help us  achieve  or exceed an  efficiency  ratio of 54 to 56  percent by the
fourth quarter 2000. This goal was achieved both on a reported basis, as well as
on a pro forma earnings basis by June 30, 2000.

         In  connection   with  Mission  Excel,   we  incurred  an  $85  million
restructuring  charge in the third quarter of 1999. The charge  consisted of $70
million in personnel expense for approximately  1,400 employees to be terminated
under the plan. The remaining $15 million related to lease termination costs for
8 facilities that were to be vacated and professional  service costs incurred in
connection with Mission Excel.

         In 2000, we reduced the original restructuring charge by $19.0 million.
The reduction arose  primarily in the severance  portion of our reserve due to a
change in the  attrition  assumptions.  The strength of the  California  economy
during the first half of 2000, coupled with a tight labor market,  resulted in a
markedly higher attrition rate than we had anticipated.


                                       16

<PAGE>

         At  the   completion  of  the  plan,  we  currently   expect  to  sever
approximately  745 employees who are not  concentrated  in any group or class of
staff.  Of the total,  700 employees  have been severed as of March 31, 2001 and
the  remaining  45 employees  are  expected to be severed  prior to December 31,
2001.

         The following table presents the restructuring  reserve for the period,
the cash and noncash utilization of the reserve, and the resulting balance as of
March 31, 2001.


(DOLLARS IN THOUSANDS)                                                  TOTAL
----------------------------------------------------------------      --------
Balance at December 31, 2000....................................      $ 16,073
Less: Utilization for the period:
   Cash.........................................................         4,262
   Noncash......................................................            20
                                                                      --------
Balance at March 31, 2001.......................................      $ 11,791
                                                                      ========

BUSINESS SEGMENTS

         We segregate our  operations  into four primary  business units for the
purpose of management  reporting,  as shown in the table on the following  page.
The results show the financial performance of our major business units.

         The Risk Adjusted Return on Capital (RAROC)  methodology  used seeks to
attribute  economic  capital to business units 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  control,
system failures, or external events.

         The following table reflects the condensed income statements,  selected
average  balance  sheet  items and  selected  financial  ratios  for each of our
primary business units. The information presented does not necessarily represent
the business  units'  financial  condition  and results of operations as if they
were   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.

         The RAROC  measurement  methodology  recognizes credit loss expense for
expected losses arising from credit risk and attributes economic capital related
to unexpected  losses arising from credit,  market and  operational  risks. As a
result of the methodology used by the RAROC model to calculate  expected losses,
differences  between the provision  for credit losses and credit  expense in any
one period could be significant. However, over an economic cycle, the cumulative
provision  for credit  losses and credit  expense for expected  losses should be
substantially  the  same.  Business  unit  results  are  based  on  an  internal
management reporting system used by management to measure the performance of the
units and UnionBanCal  Corporation 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 our 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


                                       17

<PAGE>

characteristics.   Noninterest   income  and  expense   directly  or  indirectly
attributable to a business unit are assigned to that business.

<TABLE>
<CAPTION>
                                                       COMMUNITY BANKING
                                                        AND INVESTMENT          COMMERCIAL FINANCIAL           INTERNATIONAL
                                                        SERVICES GROUP             SERVICES GROUP              BANKING GROUP
                                                    ----------------------     ----------------------      ---------------------
                                                                   AS OF AND FOR THE THREE MONTHS ENDED MARCH 31,
                                                    ----------------------------------------------------------------------------
                                                      2000          2001         2000          2001          2000         2001
                                                    --------      --------     --------      --------      --------     --------
<S>                                                 <C>           <C>          <C>           <C>           <C>          <C>
RESULTS OF OPERATIONS (DOLLARS IN THOUSANDS):
   Net interest income...........................   $177,605      $171,710     $175,783      $177,304      $  8,623     $  9,988
   Noninterest income............................     95,627        95,604       41,694        43,352        17,429       15,138
                                                    --------      --------     --------      --------      --------     --------
   Total revenue.................................    273,232       267,314      217,477       220,656        26,052       25,126
   Noninterest expense(2)........................    173,356       178,471       69,991        74,416        13,026       13,374
   Credit expense (income).......................     11,891        12,610       28,302        32,493         2,882        1,174
                                                    --------      --------     --------      --------      --------     --------
   Income before income tax
     expense (benefit)...........................     87,985        76,233      119,184       113,747        10,144       10,578
   Income tax expense (benefit)..................     33,654        29,159       42,806        39,450         3,880        4,046
                                                    --------      --------     --------      --------      --------     --------
   Net income (loss).............................   $ 54,331      $ 47,074     $ 76,378      $ 74,297      $  6,264     $  6,532
                                                    ========      ========     ========      ========      ========     ========

AVERAGE BALANCES (DOLLARS IN MILLIONS):
   Total loans(1)................................   $  8,002      $  8,449     $ 16,461      $ 16,546      $    993     $    969
   Total assets..................................      8,967         9,439       18,127        18,383         1,564        1,425
   Total deposits(1).............................     14,399        14,001        5,988         6,801           892        1,413
FINANCIAL RATIOS:
   Return on risk adjusted capital...............         45%           33%          22%           17%           22%          29%
   Return on average assets......................       2.44          2.02         1.69          1.64          1.61         1.86
   Efficiency ratio(3)...........................      63.45         66.76        32.18         33.72         50.00        53.23

<CAPTION>
                                                            GLOBAL                                              UNIONBANCAL
                                                         MARKETS GROUP                 OTHER                    CORPORATION
                                                    ----------------------     ----------------------      ---------------------
                                                                   AS OF AND FOR THE THREE MONTHS ENDED MARCH 31,
                                                    ----------------------------------------------------------------------------
                                                      2000          2001         2000          2001          2000         2001
                                                    --------      --------     --------      --------      --------     --------
<S>                                                 <C>           <C>          <C>           <C>           <C>          <C>
RESULTS OF OPERATIONS (DOLLARS IN THOUSANDS):
   Net interest income...........................   $ 12,731      $ 14,924     $ 10,780      $ 13,335      $385,522     $387,261
   Noninterest income............................    (10,169)        3,959        7,429        22,754       152,010      180,807
                                                    --------      --------     --------      --------      --------     --------
   Total revenue.................................      2,562        18,883       18,209        36,089       537,532      568,068
   Noninterest expense(2)........................      4,039        13,377       (4,374)       27,847       256,038      307,485
   Credit expense (income).......................         --            --       (3,075)       53,723        40,000      100,000
                                                    --------      --------     --------      --------      --------     --------
   Income before income tax
     expense (benefit)...........................     (1,477)        5,506       25,658       (45,481)      241,494      160,583
   Income tax expense (benefit)..................       (565)        2,106        3,248       (21,465)       83,023       53,296
                                                    --------      --------     --------      --------      --------     --------
   Net income (loss).............................   $   (912)     $  3,400     $ 22,410      $(24,016)     $158,471     $107,287
                                                    ========      ========     ========      ========      ========     ========
AVERAGE BALANCES (DOLLARS IN MILLIONS):
   Total loans(1)................................   $     --      $     40     $    558      $    414      $ 26,014     $ 26,418
   Total assets..................................      3,507         4,471          857           710        33,022       34,428
   Total deposits(1).............................      3,431         2,766          371           787        25,081       25,768
FINANCIAL RATIOS:
   Return on risk adjusted capital...............         (2)%           7%          na            na            na           na
   Return on average assets......................      (0.10)         0.31           na            na          1.93%        1.26%
   Efficiency ratio(3)...........................     157.65         70.84           na            na         47.58        54.07
-----------
<FN>
(1)      Represents   loans  and  deposits  for  each  business   segment  after
         allocation between the segments of loans and deposits originated in one
         segment but managed by another segment.

(2)      "Other"  includes  first  quarter  2000  restructuring  credit of $11.0
         million ($6.9 million, net of tax).

(3)      The efficiency ratio is noninterest expense, excluding foreclosed asset
         expense   (income),   as  a   percentage   of   net   interest   income
         (taxable-equivalent)  and noninterest income.  Foreclosed asset expense
         (income) was ($0.035)  million in the first  quarter of 2000 and $0.013
         in the first quarter of 2001.

         na = not applicable
</FN>
</TABLE>


                                       18

<PAGE>


         COMMUNITY BANKING AND INVESTMENT SERVICES GROUP

         The Community Banking and Investment  Services Group strives to provide
the best  possible  financial  products  to  individuals  and  small  businesses
including a broad set of credit,  deposit and trust products  delivered  through
branches,  relationship managers, private bankers and trust administrators.  The
Community Banking and Investment Services Group provides its customers with high
quality  customer  service executed through a number of responsive and efficient
delivery channels.

         In addition to our traditional network channels,  the Community Banking
and Investment  Services Group announced  earlier last year the establishment of
an alliance with Navicert  Financial Corp.,  doing business as NIX Check Cashing
and Operation Hope designed to bring  convenient  banking  services to a broader
community.  This  alliance has allowed our small  business and consumer  clients
access to a unique blend of financial  services  combining the NIX Check Cashing
services,  Union Bank of California  Banking  Services and Operation  Hope small
business education services. Checking and savings account services are available
today through selected NIX Check Cashing  locations with future services planned
to include  applications  for consumer  loans,  credit  cards,  new and used car
loans,  home  equity  loans and  residential  mortgages.  The NIX Check  Cashing
alliance  complements our current network of 15 Cash and Save(R) outlets located
throughout Southern and Central California.

         In the first quarter of 2001, net income decreased $7.3 million,  or 13
percent,  compared to 2000. Total revenue decreased $5.9 million,  or 2 percent,
compared to a year  earlier  mainly  attributed  to a 4 percent  decrease in net
interest income.  Net interest income decreased $5.9 million over the prior year
primarily  due the recently  declining  interest rate  environment.  Noninterest
expense  increased $5.1 million,  or 3 percent,  compared to a year earlier with
the  majority  of that  increase  attributed  to higher  salaries  and  employee
benefits  mainly due to annual  average merit  increases  and severance  expense
related to the exiting of the automobile lease business.

         In 2001,  the  Community  Banking and  Investment  Services  Group will
emphasize  growth in the consumer asset portfolio,  expanding wealth  management
services,  extending  the small  business  franchise  and  expanding  the branch
network.  The strategy for growing the consumer  asset  portfolio will primarily
focus on  mortgage  and home  equity  products,  originated  through  the branch
network,  as well as indirectly.  The Wealth  Management  division is focused on
becoming the preferred provider of banking and investment  products for affluent
individuals  in  geographic  areas  already  served  by the  Bank.  This will be
achieved  through a combination of superior  service,  a broad product suite, an
increased number of banking locations  convenient to the targeted  clientele and
improved  cross-  selling  programs.  On January  31,  2001,  we  completed  the
acquisition of Copper  Mountain  Trust  Company,  which will enhance our growing
custody and 401(k) administration businesses. Core elements of the initiative to
extend the Bank's small business  franchise  include  enhancing the sales force,
increasing  marketing  activities,  introducing  new insurance and trade finance
products, adding new locations, and developing online capabilities to complement
physical  distribution.  Expansion of the distribution  network will be achieved
through  acquisitions and de novo branching.  Expansion  opportunities  exist in
both Southern  California,  where we have a particularly  strong  presence,  and
Northern California.

         The Community  Banking and  Investment  Services  Group is comprised of
three major divisions:  Community Banking, Wealth Management,  and Institutional
Services and Asset Management.

         COMMUNITY  BANKING  serves over one  million  consumer  households  and
businesses through its 244 full-service  branches in California,  6 full-service
branches in Oregon and  Washington,  3 full-service  branches in Guam and Saipan
and its network of 442 proprietary ATMs.  Customers may also access our services
24 hours a day by telephone or through our Bank@Home product at www.UBOC.com. In
addition,  the division offers automated teller and point-of-sale debit services
through our membership in the STAR system, the largest shared ATM network in the
Western United States.



                                       19

<PAGE>

         This division is organized by service delivery  method,  by markets and
by geography. We serve our customers in the following ways:

         o  through  community  banking  branches,  which  serve  consumers  and
            businesses  with checking and deposit  services,  as well as various
            types of  indirect  and  direct  financing,  including  leasing  and
            residential real estate lending;

         o  through  on-line  access  to our  internet  banking  services  which
            augment our physical  delivery channels by providing a wide array of
            customer transaction, bill payment and loan payment services;

         o  through business banking centers,  which serve businesses with sales
            up to $5 million; and

         o  through   in-store   branches,   which  also  serve   consumers  and
            businesses.

         WEALTH  MANAGEMENT  provides  private banking  services to our affluent
clientele as well as brokerage products and services.

         o  The Private Bank  focuses  primarily on  delivering  integrated  and
            customized  financial  services to high net worth  individuals  with
            sophisticated  financial  needs as well as to  professional  service
            firms.  Specific  products  and  services  include  trust and estate
            services,  investment  account management  services,  and customized
            deposit  and credit  products.  The  Private  Bank's  strategy is to
            expand   its   business   by   leveraging   existing   Bank   client
            relationships,  increasing  its geographic  market  coverage and the
            breadth of its products and services.  Through 8 existing locations,
            plus 4 newly converted Priority Banking locations,  the Private Bank
            relationship managers offer all of the Bank's available products and
            services.

         o  Our  brokerage  products  and  services  are  provided  through UBOC
            Investment  Services,  Inc., a registered  broker/dealer  offering a
            full line of investment  products to individuals  and  institutional
            clients.  Its primary strategy is to further  penetrate our existing
            client base.

         INSTITUTIONAL   SERVICES  AND  ASSET  MANAGEMENT   provides  investment
management  and  administration  services for a broad range of  individuals  and
institutions.

         o  HighMark Capital Management,  Inc., a registered investment advisor,
            provides  investment  advisory  services to affiliated  domestic and
            offshore  mutual  funds,  including  the  HighMark  Funds.  It  also
            provides  advisory  services  to  Union  Bank  of  California  trust
            clients,  including  corporations,  pension  funds and  individuals.
            HighMark  Capital  Management  also  provides  mutual  fund  support
            services.  HighMark  Capital  Management's  strategy  is to increase
            assets under management by broadening its client base and helping to
            expand the distribution of shares of its mutual fund clients.

         o  Business Trust provides retirement services,  which includes trustee
            services,  investment  management,  and  401(k)  administration  and
            record keeping, to businesses, professional corporations, government
            agencies,  unions and  non-profit  organizations.  Business  Trust's
            strategy is to leverage the Bank's existing commercial relationships
            and  third-party  distribution  network  which  includes  attorneys,
            certified public accountants and third party administration firms

         o  Securities  Services  is  engaged  in  domestic  and  multi-currency
            custody,  safekeeping,  mutual fund accounting,  securities lending,
            and corporate  trust  services.  Its client base includes  financial
            institutions,  businesses,  government agencies,  unions,  insurance
            companies,   mutual  funds,   investment   managers  and  non-profit
            organizations.  Securities  Services  is the only West Coast  based,
            in-house provider of a full range of institutional trust services.

         Through alliances with other financial  institutions,  the group offers
additional products and services, such as credit cards, leasing, and asset-based
and leveraged financing.


                                       20

<PAGE>

         The group  competes  with larger  banks by  providing  service  quality
superior to that of its major competitors.  We have been recognized as among the
highest rated banks in California for customer service quality and satisfaction.

         The group's primary means of competing with community banks include its
large and  convenient  branch  network and its  reputation for innovative use of
technology to deliver banking services. We have the fifth largest branch network
among depository  institutions in California.  We also offer convenient  banking
hours to consumers  through our  drive-through  banking  locations  and selected
branches that are open seven days a week.

         The group competes with a number of commercial  banks,  internet banks,
savings  associations and credit unions,  as well as more specialized  financial
service  providers  such as investment  brokerage  companies,  consumer  finance
companies,  and residential real estate lenders. The group's primary competitors
are other major  depository  institutions  such as Bank of  America,  California
Federal,  Washington  Mutual and Wells Fargo, as well as smaller community banks
in the markets in which we operate.

         COMMERCIAL FINANCIAL SERVICES GROUP

         The Commercial Financial Services Group offers customized financing and
cash  management  services  to  middle  market  and large  corporate  businesses
primarily  headquartered in the western United States. The Commercial  Financial
Services  Group has continued to produce strong  earnings  growth by focusing on
customer  segmentation,  allowing  the group to  provide  specialized  financing
expertise  to  specific   geographic  markets  and  industry  segments  such  as
Communications,  Energy,  Entertainment,  and Retail.  Relationship managers and
credit  executives in the  Commercial  Financial  Services  Group provide credit
services  including   commercial  loans,   accounts   receivable  and  inventory
financing,  project financing,  lease financing, trade financing and real estate
financing. In addition to credit services, the group offers its customers access
to high quality cash management  services delivered through  specialized deposit
managers with extensive experience in cash management solutions for businesses.

         The  group's  continued  success  in  their  focused  approach  to  the
wholesale market led to first quarter 2001 revenue growth of $3.2 million over a
year earlier.  Net interest  income  increased  $1.5 million  primarily due to a
lower cost of funding resulting from higher demand deposits.  Noninterest income
increased  $1.7  million  primarily  due higher  deposit  revenues.  Noninterest
expense  increased  $4.4 million  over a year earlier due to higher  expenses to
support  increased  deposit volume.  Credit expense  increased $4.2 million as a
result of credit deterioration.

         The group's  initiatives  for 2001 include  expanding  capital  markets
activities,   increasing   domestic  trade  financing  and  expanding  the  item
processing business.  Loan growth strategies include  originating,  underwriting
and syndicating loans in core competency markets,  such as the California middle
market, commercial real estate, communications, media, energy, equipment leasing
and commercial finance. In expanding capital markets activities,  the group aims
to broaden the range of services offered to business  customers  seeking bundled
financial  services.  Some services that  Commercial  Financial  Services  Group
intends to begin  offering in this arena include debt  underwriting  and private
placements. The Commercial Financial Services Group operates a strong processing
business,   including   services  such  as  check  processing,   front-end  item
processing,   cash  vault  services  and  digital  imaging.   Opportunities  for
outsourcing  these  capabilities  for  correspondent  banks,  e-banks and credit
unions  are  significant.  In  the  processing  business,  Commercial  Financial
Services  Group  intends to build new  capabilities,  in addition to  leveraging
existing  capabilities.  Some new initiatives  underway  include cash management
products with internet  delivery,  check  truncation at  point-of-sale,  digital
certificates  and e-bill payment and  presentment.  The  combination of expanded
products  and an emphasis on core  competencies  are expected to  contribute  to
strong growth in operating earnings in 2001.

         The  Commercial   Financial  Services  Group  comprises  the  following
business units:


                                       21

<PAGE>

         o  the   Commercial   Banking   Division,   which   serves   California
            middle-market companies;

         o  the Corporate Deposit Services Division,  which provides deposit and
            cash  management  expertise to clients in the middle  market,  large
            corporate market and specialized industries;

         o  the  Institutional  and Deposit  Services  Division,  which provides
            deposit  and  cash  management  expertise  to  clients  in  specific
            deposit-intensive industries;

         o  the Corporate Capital Markets Division,  which provides merchant and
            investment banking related products and services.

         o  the National Banking  Division,  which provides credit services to a
            variety  of  specialized  industries  including  retailers,  finance
            companies  and  insurance  companies,  as  well as  large  corporate
            clients headquartered outside the United States;

         o  the Real Estate  Industries  Division,  which  provides  real estate
            lending products such as construction  loans,  commercial  mortgages
            and bridge financing;

         o  the  Energy  Capital  Services   Division,   which  provides  custom
            financing and project financing to oil and gas companies, as well as
            power and utility companies, in California and Texas;

         o  the  Communications  and  Media  Division,   which  provides  custom
            financing  to middle  market  and  large  corporate  clients  in the
            communications, entertainment and media industries; and

         o  the Commercial Finance Division,  which provides asset based lending
            to middle market companies.

         The group  competes  with  other  banks  primarily  on the basis of its
reputation as a "business bank," the quality of its relationship  managers,  and
the delivery of superior  customer  service.  We are recognized in California as
having a superior "business banking"  reputation  relative to other large banks.
We are also highly rated among  financial  institutions  for our cash management
services and systems.

         The group's main  strategy is to target  industries  and  companies for
which the group can reasonably  expect to be one of a customer's  primary banks.
Consistent  with its strategy,  the group  attempts to serve a large part of its
targeted customers' credit and depository needs.

         The  group  competes  with  a  variety  of  other  financial   services
companies.  Competitors  include  other  major  California  banks,  as  well  as
regional,  national  and  international  banks.  In  addition,  we compete  with
investment banks, commercial finance companies, leasing companies, and insurance
companies.

         INTERNATIONAL BANKING GROUP

         The  International  Banking  Group  focuses on providing  correspondent
banking  and trade  finance  related  products  and  services  to  international
financial  institutions  worldwide,  primarily  in  Asia.  This  focus  includes
products  and  services  such as  letters  of  credit,  international  payments,
collections  and  financing of mostly  short-term  transactions.  The group also
serves certain foreign firms and U.S.  corporate  clients in selected  countries
where we have branches, including Taipei, Taiwan, Seoul, Korea and Tokyo, Japan.
In the U.S., the group serves  subsidiaries and affiliates of non-Japanese Asian
companies and U.S.  branches/agencies  of foreign banks. In addition,  the group
also provides  international  services to domestic  corporate  clients along the
West Coast. The majority of revenue generated by the International Banking Group
is from customers domiciled outside of the U.S.

         In the first  quarter of 2001,  net income  increased  by $0.3  million
compared to the prior year. Slower economic growth in all International  Banking
markets  resulted in slightly  lower total  revenue  versus first  quarter 2000.
However, lower portfolio exposure and a $1.7 million reduction in credit expense
versus the prior year more than  offset the revenue  decline.  The nature of the
International Banking Group business revolves around short-term, trade financing
and service related income,  which tends to result in significantly lower credit
risk when compared to other long-term lending activities.


                                       22

<PAGE>

         The group has a long and stable history of providing  correspondent and
trade-related  services  to  international  financial  institutions.  The  group
continues to be a market leader,  achieving  strong customer loyalty in the Asia
Pacific  correspondent  banking  market by providing  high quality  products and
services at competitive  prices. The International  Banking Group head office is
located in San Francisco with branches in Tokyo, Taipei,  Seoul, Manila and Hong
Kong. In addition, the group maintains  representative offices in other parts of
Asia and Latin America and an international banking subsidiary in New York.

         GLOBAL MARKETS GROUP

         The Global  Markets Group  conducts  business  activities  primarily to
support the previously described business groups and their customers. This group
offers a broad range of risk management  products,  such as foreign exchange and
interest rate swaps, caps and floors.  Additionally,  it places debt securities,
including Union Bank of California,  N.A.'s own liabilities,  with institutional
investors and trades debt instruments in the secondary market. At the same time,
this group manages our market-related  risks as part of its responsibilities for
asset/liability  management including wholesale funding,  liquidity,  securities
portfolio, and interest rate risk hedges.

         In the first quarter of 2001,  our total  revenue from risk  management
products  increased $16.3 million or 637 percent from the prior year,  primarily
due to higher foreign exchange  profits.  The group's net income of $3.4 million
increased $4.3 million  compared to the prior year,  mainly due to a 139 percent
increase in noninterest income. Noninterest income for the first quarter of 2001
increased  $14.1  million  compared  to the prior year  mainly due to prior year
losses on the sale of securities in our investment portfolio in order to replace
low  yielding   with  higher   yielding   securities   as  part  of  the  bank's
asset/liability management strategy. Noninterest expense in the first quarter of
2001 increased $9.3 million compared to the prior year primarily a result of the
effects of adoption of  Statement  of Financial  Accounting  Standards  No. 133,
"Accounting for Derivative Instruments and Hedging Activities" (SFAS No. 133).

         OTHER

         "Other" includes the following items:

         o  corporate  activities  that are not directly  attributable to one of
            the  four  major  business  units.  Included  in this  category  are
            goodwill and certain other  nonrecurring items such as restructuring
            charges and credits, merger and integration expense,  certain parent
            company  non-bank  subsidiaries,  and the  elimination  of the fully
            taxable-equivalent amounts;

         o  the  adjustment  between  the  credit  expense  under  RAROC and the
            provision  for credit  losses under US GAAP and earnings  associated
            with unallocated equity capital;

         o  the Credit Management Group, containing the Special Assets Division,
            which includes  $146.6  million and $439.0 million of  nonperforming
            assets for 2000 and 2001, respectively;

         o  the Pacific Rim  Corporate  Group,  which  offers a range of credit,
            deposit,   and  investment   management  products  and  services  to
            companies  in  the  U.S.,   which  are  affiliated   with  companies
            headquartered outside the U.S., mostly in Japan; and

         o  the residual costs of support groups.

         Net loss for  "other" in the first  quarter of 2001 was $24.0  million.
The results were impacted by the following factors:

         o  Credit  expense of $53.7 million due to the  difference  between the
            $100.0 million in provision for credit losses  calculated  under our
            US GAAP methodology and the $46.3 million in expected losses for the
            reportable business segments,  which utilizes the RAROC methodology,
            offset by


                                       23

<PAGE>

         o  Net  interest  income  of $13.3  million,  which  resulted  from the
            differences  between  the  credit  for  equity  for  the  reportable
            segments  under  RAROC  and  the  net  interest   income  earned  by
            UnionBanCal  Corporation,  and a credit for demand  deposits  in the
            Pacific Rim Corporate Group.

         o  Noninterest income of $22.8 million,  which included a $20.7 million
            gain  recognized when our stock holding in STAR system was exchanged
            for Concord EFS stock, and

         o  Noninterest  expense  of $27.8  million,  which  included a one-time
            credit for an accounting  methodology change in recognizing  pension
            expense of $16.0  million in the first  quarter of 2000,  and higher
            insurance  expenses  primarily  due to higher  corporate  owned life
            insurance (COLI) expenses in the current quarter.

         Net income for "other" in the first quarter of 2000 was $22.4 million.
The results were impacted by the following factors:

         o  Net  interest  income  of $10.8  million,  which  resulted  from the
            differences  between  the  credit  for  equity  for  the  reportable
            segments  under  RAROC  and  the  net  interest   income  earned  by
            UnionBanCal Corporation, and

         o  Credit  benefit of $3.1  million due to the  difference  between the
            $40.0 million in provision for credit losses calculated under our US
            GAAP  methodology  and the $43.1 million in expected  losses for the
            reportable business segments,  which utilizes the RAROC methodology,
            and

         o  Noninterest  expense credit of $4.4 million,  which included the $11
            million restructuring credit.
















                                       24

<PAGE>

NET INTEREST INCOME

         The table below shows the major  components of net interest  income and
net interest margin.

<TABLE>
<CAPTION>

                                                                         FOR THE THREE MONTHS ENDED
                                                ------------------------------------------------------------------------------------
                                                        MARCH 31, 2000                                MARCH 31, 2001
                                                --------------------------------------        --------------------------------------
                                                                INTEREST       AVERAGE                        INTEREST     AVERAGE
                                                  AVERAGE        INCOME/        YIELD/          AVERAGE        INCOME/      YIELD/
(DOLLARS IN THOUSANDS)                            BALANCE       EXPENSE(1)     RATE(1)          BALANCE       EXPENSE(1)   RATE(1)
----------------------                          -----------     ----------     --------       -----------     ---------    --------
<S>                                             <C>              <C>             <C>          <C>              <C>            <C>
ASSETS
Loans: (2)
   Domestic...........................          $24,916,310      $ 520,510        8.40%       $25,380,787      $519,034       8.28%
   Foreign (3)........................            1,097,408         18,376        6.73          1,036,839        17,514       6.85
Securities--taxable....................           3,122,072         49,334        6.33          4,082,781        66,187       6.49
Securities--tax-exempt.................              70,292          1,765       10.05             67,280         1,652       9.82
Interest bearing deposits in banks....              180,286          2,184        4.87             79,239           966       4.94
Federal funds sold and securities
   purchased under resale agreements..              209,951          3,019        5.78             73,036         1,029       5.71
Trading account assets................              230,767          3,281        5.72            347,933         2,932       3.42
                                                -----------      ---------                    -----------      --------
        Total earning assets..........           29,827,086        598,469        8.06         31,067,895       609,314       7.93
                                                                 ---------                                     --------
Allowance for credit losses...........             (475,546)                                     (634,963)
Cash and due from banks...............            2,076,988                                     2,194,017
Premises and equipment, net...........              424,431                                       480,724
Other assets..........................            1,168,788                                     1,320,317
                                                -----------                                   -----------
        Total assets..................          $33,021,747                                   $34,427,990
                                                ===========                                   ===========
LIABILITIES
Domestic deposits:
   Interest bearing...................          $ 5,883,802         37,065        2.53        $ 6,140,117        41,342       2.73
   Savings and consumer time..........            3,396,181         28,571        3.38          3,320,967        29,912       3.65
   Large time.........................            4,451,793         61,953        5.60          4,426,993        63,863       5.85
Foreign deposits (3)..................            2,061,391         26,925        5.25          2,033,685        25,543       5.09
                                                -----------      ---------                    -----------      --------
        Total interest bearing deposits          15,793,167        154,514        3.93         15,921,762       160,660       4.09
                                                -----------      ---------                    -----------      --------
Federal funds purchased and securities
   sold under repurchase agreements...            1,326,892         18,524        5.61          1,829,372        25,800       5.72
Commercial paper......................            1,514,620         21,568        5.73          1,478,564        20,413       5.60
Other borrowed funds..................              453,468          5,946        5.27            396,311         5,340       5.46
Subordinated capital notes............              298,000          4,856        6.55            200,000         3,196       6.48
UnionBanCal Corporation--obligated
   mandatorily redeemable preferred
   securities of subsidiary grantor
   trust..............................              350,000          6,884        7.85            352,130         6,022       6.83
                                                -----------      ---------                    -----------      --------
        Total borrowed funds..........            3,942,980         57,778        5.89          4,256,377        60,771       5.78
                                                -----------      ---------                    -----------      --------
        Total interest bearing
           liabilities................           19,736,147        212,292        4.33         20,178,139       221,431       4.45
                                                                 ---------                                     --------
Noninterest bearing deposits..........            9,287,452                                     9,845,911
Other liabilities.....................              983,405                                     1,066,000
                                                -----------                                   -----------
        Total liabilities.............           30,007,004                                    31,090,050
SHAREHOLDERS' EQUITY
Common equity.........................            3,014,743                                     3,337,940
                                                -----------                                   -----------
        Total shareholders' equity....            3,014,743                                     3,337,940
                                                -----------                                   -----------
Total liabilities and shareholders'
   equity.............................          $33,021,747                                   $34,427,990
                                                ===========                                   ===========


Net interest income/margin
   (taxable-equivalent basis).........                             386,177        5.20%                         387,883       5.04%
Less: taxable-equivalent adjustment...                                 655                                          622
                                                                 ---------                                     --------
        Net interest income...........                           $ 385,522                                     $387,261
                                                                 =========                                     ========
-----------
<FN>
(1)  Yields and  interest  income are  presented on a  taxable-equivalent  basis
     using the federal statutory tax rate of 35 percent.

(2)  Average balances on loans outstanding include all nonperforming  loans. The
     amortized  portion of net loan  origination  fees  (costs) is  included  in
     interest income on loans, representing an adjustment to the yield.

(3)  Foreign  loans and  deposits  are those loans and  deposits  originated  in
     foreign branches.
</FN>
</TABLE>


                                       25

<PAGE>

         Net interest income is interest  earned on loans and  investments  less
interest expense on deposit accounts and borrowings.  Primary factors  affecting
the level of net interest  income include the margin between the yield earned on
interest  earning assets and the rate paid on interest bearing  liabilities,  as
well as the  volume  and  composition  of average  interest  earning  assets and
average interest bearing liabilities.

         Net interest income, on a taxable-equivalent  basis, was $387.9 million
in the first quarter of 2001,  compared with $386.2 million in the first quarter
of 2000.  This  increase  of $1.7  million,  or 0.4  percent,  was  attributable
primarily to a $1.2 billion,  or 4 percent,  increase in average earning assets,
partially  funded  by a  $558.5  million,  or 6  percent,  increase  in  average
noninterest  bearing  deposits.  In  contrast,   the  net  interest  margin  was
unfavorably   impacted  by  the  decreasing   interest  rate   environment  that
contributed to lower yields on loans and other  interest  bearing assets coupled
with  higher  rates on  deposits  which  have not  repriced  as  rapidly  as our
interest-sensitive  assets. The net interest margin decreased 16 basis points to
5.04 percent.

         Average earning assets were $31.1 billion in the first quarter of 2001,
compared  with $29.8  billion  in the first  quarter  of 2000.  This  growth was
attributable to a $957.7 million, or 30 percent,  increase in average securities
and a $403.9 million,  or 2 percent,  increase in average loans. The increase in
average  securities,  which comprised primarily of fixed rate available for sale
securities,  reflected liquidity and interest rate risk management actions.  The
growth in average  loans was mostly due to the  increase in average  residential
mortgages of $820.0 million,  which was a result of a strategic  portfolio shift
from more volatile  commercial loans. Real estate  construction  loans increased
$240.6 million.  These increases were partially offset by lower average consumer
loans of $249.3 million,  commercial mortgages of $208.3 million, and commercial
loans of $164.0 million.

         The lower interest rate environment resulted in lower yields on average
earning  assets of 13 basis  points,  coupled  with higher rates paid on average
interest  bearing  liabilities  of 12 basis  points.  The  increase  in interest
expense  paid on interest  bearing  deposits  was mainly a result of higher time
deposit and other liabilities rates, which are lagging behind recently declining
market rates, as they rollover. Partially offsetting the higher interest expense
on interest bearing liabilities were higher average noninterest bearing deposits
which increased $558.5 million, or 6 percent, over the first quarter of 2000.


NONINTEREST INCOME

<TABLE>
<CAPTION>
                                                                                    FOR THE THREE MONTHS ENDED
                                                                       -----------------------------------------------------
                                                                                                      INCREASE (DECREASE)
                                                                       MARCH 31,      MARCH 31,      -----------------------
(DOLLARS IN THOUSANDS)                                                   2000           2001          AMOUNT        PERCENT
---------------------------------------------------------------        --------       --------       --------       --------
<S>                                                                    <C>            <C>            <C>              <C>
Service charges on deposit accounts............................        $ 47,563       $ 57,020       $  9,457         19.88%
Trust and investment management fees...........................          38,800         39,681            881          2.27
Gain on exchange of STAR system stock..........................              --         20,700         20,700            nm
Merchant transaction processing fees...........................          17,095         19,066          1,971         11.53
International commissions and fees.............................          17,036         17,110             74          0.43
Merchant banking fees..........................................          14,219          9,248         (4,971)       (34.96)
Brokerage commissions and fees.................................           9,430          8,915           (515)        (5.46)
Securities gains (losses), net.................................          (4,318)         2,266          6,584            nm
Other..........................................................          12,185          6,801         (5,384)       (44.19)
                                                                      ---------      ---------       --------        -------
        Total noninterest income...............................       $ 152,010      $ 180,807       $ 28,797         18.94%
                                                                      =========      =========       ========        =======
-----------
<FN>
nm = not meaningful
</FN>
</TABLE>

         In the first quarter of 2001, noninterest income was $180.8 million, an
increase of $28.8  million,  or 19 percent,  over the same period in 2000.  This
increase was  primarily due to a $20.7  million gain


                                       26

<PAGE>

recognized  when our stock  holding in STAR system was exchanged for Concord EFS
stock, a $9.5 million  increase in service charges on deposit  accounts,  a $6.6
million  increase in net securities  gains, a $2.0 million  increase in merchant
transaction processing fees, and a $0.9 million increase in trust and investment
management fees,  partially offset by a 5.0 million decrease in merchant banking
fees, a $4.1 million gain on the sale of a building in the prior year, and lower
foreign exchange profits of $0.8 million.

         Revenue from service charges on deposit accounts was $57.0 million,  an
increase  of 20  percent  over the  first  quarter  of 2000.  The  increase  was
primarily  attributable  to a 3 percent  increase  in average  deposits,  higher
overdraft fees due to a change in fee structures,  and a decline in fee-waivered
accounts.

         Securities gains, net, were $2.3 million.  In the prior year quarter we
sold certain low yielding  securities in our portfolio  which resulted in a loss
of $4.3 million in order to replace them with higher yielding securities. In the
current  year,  we  realized a gain of $5.1  million on the sale of  securities,
partially offset by permanent writedowns of securities of $3.3 million.

         Merchant transaction processing fees were $19.1 million, an increase of
12 percent over the first quarter of 2000.  The increase was primarily due to an
increase in the volume of credit card drafts deposited by merchants.

         Trust and  investment  management  fees were  $39.7  million  for first
quarter 2001, an increase of 2 percent over prior year same period.  This growth
is  attributable  to the  acquisition  of Copper  Mountain  Trust  Company which
occurred on January 31, 2001. Excluding Copper Mountain Trust Company, fees from
pre-existing  businesses were essentially flat  year-over-year  due to declining
market  conditions  and  associated  fees offset by a 7 percent  increase in the
institutional client base.

         Merchant banking fees were $9.2 million,  a decrease of 35 percent from
first  quarter  2000.  The  decrease  was  primarily  due to  lower  demand  for
syndication  and  investment  banking  activities as a result of current  market
conditions.

         Brokerage  commissions  and fees were $8.9  million,  a  decrease  of 5
percent over the first quarter of 2000.  The decrease was primarily due to lower
brokerage commissions on sales of non-proprietary mutual funds,  annuities,  and
insurance products resulting from current market conditions.







                                       27

<PAGE>

NONINTEREST EXPENSE

<TABLE>
<CAPTION>
                                                                                  FOR THE THREE MONTHS ENDED
                                                                     ------------------------------------------------------
                                                                                                     INCREASE (DECREASE)
                                                                     MARCH 31,      MARCH 31,       -----------------------
(DOLLARS IN THOUSANDS)                                                 2000           2001           AMOUNT        PERCENT
---------------------------------------------------------------      ---------      ---------       --------        -------
<S>                                                                  <C>            <C>             <C>                <C>
Salaries and other compensation................................      $ 129,615      $ 130,973       $  1,358           1.05%
Employee benefits..............................................          9,579         33,514         23,935         249.87
                                                                     ---------      ---------       --------
   Salaries and employee benefits..............................        139,194        164,487         25,293          18.17
Net occupancy..................................................         22,684         22,759             75           0.33
Equipment......................................................         15,294         15,798            504           3.30
Merchant transaction processing................................         11,716         12,914          1,198          10.23
Communications.................................................         10,567         11,702          1,135          10.74
Data processing................................................          8,647          8,949            302           3.49
Professional services..........................................          7,962          7,824           (138)         (1.73)
Intangible asset amortization..................................          3,338          3,538            200           5.99
Foreclosed asset expense (income)..............................            (35)            13             48             nm
Restructuring credit...........................................        (11,000)            --         11,000             nm
Other..........................................................         47,671         59,501         11,830          24.82
                                                                     ---------      ---------       --------
        Total noninterest expense..............................      $ 256,038      $ 307,485       $ 51,447          20.09%
                                                                     =========      =========       ========
-----------
<FN>
nm = not meaningful
</FN>
</TABLE>

         In the first quarter of 2001,  noninterest  expense was $307.5 million,
an  increase  of $40.4  million,  or 15  percent,  over the same  period in 2000
noninterest expense, excluding the first quarter 2000 restructuring credit. This
increase  was mostly due to a $25.3  million  increase in salaries  and employee
benefits, and a $15.2 million increase in other noninterest expense.

         Salaries and employee  benefits were $164.5 million,  an increase of 18
percent over the first  quarter of 2000.  This  increase was  primarily due to a
one-time  credit for an accounting  methodology  change in  recognizing  pension
expense of $16.0  million in the first  quarter of 2000, an increase in salaries
and employee  benefits  necessary to achieve our  strategic  goals to expand key
businesses,  annual merit increases, and higher insurance expenses primarily due
to higher COLI expenses in the current quarter.

         Other noninterest expense was $143.0 million, an increase of 12 percent
over the first quarter of 2000 due to the  recognition of a loss of $6.2 million
at adoption of SFAS No. 133, higher operating  losses of $3.7 million  including
higher   legal   settlements   in  the  first   quarter  of  2001,   and  higher
derivative-related  expenses  of $3.6  million  due to changes in the value of a
portion of the interest  rate options  that are excluded  from hedge  accounting
under SFAS No. 133.

INCOME TAX EXPENSE

         Income tax expense in the first quarter of 2001 was $53.3 million, a 33
percent  effective tax rate. For the first quarter of 2000, the effective income
tax rate was 34 percent.  The decrease in the year-over-year  effective tax rate
was primarily attributed to an increase in low income housing tax credits in the
first quarter of 2001.





                                       28

<PAGE>

LOANS

         The following table shows loans outstanding by loan type.

<TABLE>
<CAPTION>
                                                                                                          PERCENT CHANGE TO
                                                                                                         MARCH 31, 2001 FROM:
                                                                                                   -----------------------------
                                           MARCH 31,         DECEMBER 31,        MARCH 31,         MARCH 31,        DECEMBER 31,
(DOLLARS IN THOUSANDS)                       2000               2000               2001              2000                2000
-------------------------------------     -----------        -----------        -----------        ---------        ------------
<S>                                       <C>                <C>                <C>                <C>              <C>
Domestic:
   Commercial, financial and
      industrial.....................     $14,300,485        $13,748,838        $13,557,200            (5.20)%             (1.39)%
   Construction......................         796,424            939,302          1,031,882            29.56                9.86
   Mortgage:
      Residential....................       2,605,979          3,294,485          3,633,525            39.43               10.29
      Commercial.....................       3,467,765          3,348,252          3,350,980            (3.37)               0.08
                                          -----------        -----------        -----------
        Total mortgage...............       6,073,744          6,642,737          6,984,505            15.00                5.14
   Consumer:
      Installment....................       1,842,469          1,655,676          1,548,926           (15.93)              (6.45)
      Home equity....................         711,675            755,053            740,786             4.09               (1.89)
                                          -----------        -----------        -----------
        Total consumer...............       2,554,144          2,410,729          2,289,712           (10.35)              (5.02)
   Lease financing...................       1,144,492          1,134,440          1,082,474            (5.42)              (4.58)
                                          -----------        -----------        -----------
        Total loans in domestic
           offices...................      24,869,289         24,876,046         24,945,773             0.31                0.28
Loans originated in foreign branches.       1,114,395          1,134,352          1,031,163            (7.47)              (9.10)
                                          -----------        -----------        -----------
        Total loans..................     $25,983,684        $26,010,398        $25,976,936            (0.03)%             (0.13)%
                                          ===========        ===========        ===========
</TABLE>

         Our lending  activities  are  predominantly  domestic,  with such loans
comprising 96 percent of the total loan portfolio at March 31, 2001. Total loans
at March 31, 2001 were $26.0 billion, a decrease of 0.03 percent, over the prior
year.  The  decrease  was mainly  attributable  to a decline in the  commercial,
financial and industrial loan portfolio,  which  decreased  $743.3 million,  the
consumer loan portfolio, which decreased $264.4 million, the commercial mortgage
portfolio,  which decreased $116.8 million,  partially offset by the residential
mortgage  portfolio,  which increased $1.0 billion,  and the  construction  loan
portfolio, which increased $235.5 million.

         Commercial,  financial  and  industrial  loans  represent  the  largest
category  in the  loan  portfolio.  These  loans  are  extended  principally  to
corporations,  middle market businesses, and small businesses,  with no industry
concentration exceeding 10 percent of total commercial, financial and industrial
loans. At March 31, 2001 and 2000, the commercial, financial and industrial loan
portfolio was $13.6 billion, or 52 percent of total loans, and $14.3 billion, or
55 percent of total loans,  respectively.  The decrease of $743.3 million,  or 5
percent,  from the prior year was primarily  attributable to general loan sales,
distressed  loan  sales  of  $151  million,   reductions  in  our  exposures  in
nonrelationship  syndicated  loans,  as well as  charge-offs.  This portfolio of
loans,  which  comprises  an  estimated  $1.7  billion of our total  commercial,
financial,  and industrial  loans,  has caused a  disproportionate  share of our
credit problems. The reduction in commercial, financial, and industrial loans is
consistent with our strategy to reduce our exposure in more volatile  commercial
loans and increase the percentage of more stable consumer loans.

         The construction loan portfolio  totaled $1.0 billion,  or 4 percent of
total loans, at March 31, 2001,  compared with $796.4  million,  or 3 percent of
total loans, at March 31, 2000.  This growth of $235.5  million,  or 30 percent,
from the prior year was  primarily  attributable  to a  reasonably  stable,  but
slowing, California real estate market and West Coast economy.



                                       29

<PAGE>

         Commercial  mortgages were $3.4 billion,  or 13 percent of total loans,
at March 31, 2001,  compared with $3.5 billion, or 13 percent of total loans, at
March 31, 2000. The mortgage loan portfolio  consists of loans on commercial and
industrial  projects  primarily  in  California.   The  decrease  in  commercial
mortgages of $116.8  million,  or 3 percent,  from March 31, 2000, was primarily
due to the  refinancing  of bridge  loans,  which are  classified  as commercial
mortgages,  with other permanent  lenders (such as life insurance  companies and
institutional  investors).  The demand for  commercial  mortgages  continues  to
reflect both a reasonably stable, but slowing, California real estate market and
West Coast economy.

         Residential  mortgages were $3.6 billion, or 14 percent of total loans,
at March 31, 2001,  compared with $2.6 billion, or 10 percent of total loans, at
March 31, 2000. The residential mortgage portfolio consists of residential loans
secured by one-to-four  family residential  properties  primarily in California.
The increase in residential mortgages of $1.0 billion, or 39 percent, from March
31, 2000, was influenced by our strategic  decision to increase our  residential
mortgage  portfolio through additional  channels such as correspondence  lending
and whole loan purchases.

         Consumer  loans totaled $2.3 billion,  or 9 percent of total loans,  at
March 31, 2001,  compared  with $2.6 billion,  or 10 percent of total loans,  at
March 31, 2000. The decrease of $264.4 million, or 10 percent,  was attributable
to exiting the automobile  dealer lending business in the third quarter of 2000,
partially offset by an increase in home equity loans.

         Lease financing  totaled $1.1 billion,  or 4 percent of total loans, at
March 31, 2001,  compared  with $1.1  billion,  or 4 percent of total loans,  at
March 31, 2000. As we previously  announced,  effective  April 20, 2001, we have
discontinued our auto leasing activity.

         Loans originated in foreign branches totaled $1.0 billion, or 4 percent
of total loans, at March 31, 2001 and $1.1 billion, or 4 percent of total loans,
at March 31, 2000.

CROSS-BORDER OUTSTANDINGS

         Our cross-border  outstandings  reflect certain additional economic and
political  risks that are not  reflected in domestic  outstandings.  These risks
include those arising from exchange rate  fluctuations  and  restrictions on the
transfer of funds. The following table sets forth our cross-border  outstandings
as of March 31,  2000,  December  31, 2000 and March 31,  2001 for each  country
where such  outstandings  exceeded 1 percent of total assets.  The  cross-border
outstandings were compiled based upon category and domicile of ultimate risk and
are  comprised  of  balances  with banks,  trading  account  assets,  securities
available for sale, securities purchased under resale agreements, loans, accrued
interest  receivable,  acceptances  outstanding  and  investments  with  foreign
entities.  The amounts  outstanding  for each  country  exclude  local  currency
outstandings. For those individual countries shown in the table below, we do not
have  significant  local  currency  outstandings  that are not hedged or are not
funded by local currency borrowings.

<TABLE>
<CAPTION>
                                                                   PUBLIC         CORPORATIONS
                                                 FINANCIAL         SECTOR           AND OTHER              TOTAL
(DOLLARS IN MILLIONS)                          INSTITUTIONS       ENTITIES          BORROWERS           OUTSTANDINGS
---------------------------------------        ------------       --------        ------------          ------------
<S>                                                <C>              <C>               <C>                   <C>
March 31, 2000
Japan..................................            $110             $--               $344                  $454
Korea..................................             362              --                 55                   417
December 31, 2000
Korea..................................            $507             $--               $ 46                  $553
March 31, 2001
Korea..................................            $471             $--               $ 28                  $499

</TABLE>





                                       30

<PAGE>

PROVISION FOR CREDIT LOSSES

         We recorded a $100.0  million  provision for credit losses in the first
quarter of 2001,  compared with a $40.0  million  provision for credit losses in
the first  quarter of 2000 and a $250 million  provision  in the fourth  quarter
2000.  Provisions for credit losses are charged to income to bring our allowance
for credit  losses to a level  deemed  appropriate  by  management  based on the
factors discussed under "Allowance for Credit Losses" below.

         Our provision for credit losses in the first quarter of 2001 considered
the following:

         o  The continuing  application of stricter standards to the definitions
            of potential  and  well-defined  weaknesses  in our loan  portfolio,
            resulting  in  higher  levels  of  criticized  assets  and  downward
            migration within the criticized grades, and

         o  The  deteriorating  asset quality in our  commercial  loan portfolio
            and, in particular, non-agented syndicated credits.

ALLOWANCE FOR CREDIT LOSSES

         We maintain an allowance for credit losses to absorb losses inherent in
the loan portfolio. The allowance is based on our regular, quarterly assessments
of the probable estimated losses inherent in the loan portfolio, and to a lesser
extent,  unused commitments to provide financing.  Our methodology for measuring
the  appropriate  level of the allowance  relies on several key elements,  which
include the formula allowance,  specific allowances for identified problem loans
and portfolio segments and the unallocated allowance.

         The  formula  allowance  is  calculated  by  applying  loss  factors to
outstanding  loans and  certain  unused  commitments,  in each case based on the
internal  risk grade of such  loans,  pools of loans,  leases  and  commitments.
Changes in risk grades of both  performing  and  nonperforming  loans affect the
amount of the formula  allowance.  Loss factors are based on our historical loss
experience  and may be adjusted for  significant  factors that, in  management's
judgment,  affect the collectibility of the portfolio as of the evaluation date.
Loss factors are developed in the following ways:

         o  Problem graded loan loss factors are derived from a migration  model
            that tracks historical loss over a period, which we believe captures
            the inherent default losses on our loan portfolio,

         o  Pass  graded loan loss  factors are based on the average  annual net
            charge-off  rate  over a period  of 10 years,  which we  believe  is
            reflective of a full economic cycle,

         o  Pooled loan loss factors (not  individually  graded loans) are based
            on expected  net  charge-offs  for one year.  Pooled loans are loans
            that are  homogeneous in nature,  such as consumer  installment  and
            residential mortgage loans and automobile leases.

         We believe that a business  cycle is a period in which both upturns and
downturns in the economy have been reflected.  The long-term  nature of the most
recent  economic cycle has required us to extend our  historical  perspective to
capture the highs and lows of a more typical economic cycle.

         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. This
amount  may be  determined  either  by a  method  prescribed  by SFAS  No.  114,
"Accounting  by  Creditors  for  Impairment  of a Loan",  or by a  method  which
identifies certain qualitative factors.

         The  unallocated   allowance   contains   amounts  that  are  based  on
management's  evaluation  of  conditions  that are not directly  measured in the
determination  of the formula and specific  allowances.  The  evaluation  of the
inherent loss with respect to these  conditions is subject to a higher degree of
uncertainty  because they are not identified  with specific  problem  credits or
portfolio segments.  The conditions


                                       31

<PAGE>

evaluated in connection  with the unallocated  allowance  include the following,
which existed at the balance sheet date:

         o  General economic and business  conditions  affecting our key lending
            areas,

         o  Credit  quality  trends  (including  trends in  nonperforming  loans
            expected to result from existing conditions),

         o  Collateral values,

         o  Loan volumes and concentrations,

         o  Seasoning of the loan portfolio,

         o  Specific industry conditions within portfolio segments,

         o  Recent loss experience in particular segments of the portfolio,

         o  Duration of the current business cycle,

         o  Bank regulatory examination results, and

         o  Findings of our internal credit examiners.

         Executive  management reviews these conditions  quarterly in discussion
with our senior credit  officers.  To the extent that any of these conditions is
evidenced by a specifically  identifiable problem credit or portfolio segment as
of the evaluation  date,  management's  estimate of the effect of such condition
may be reflected as a specific allowance, applicable to such credit or portfolio
segment.  Where  any of these  conditions  is not  evidenced  by a  specifically
identifiable  problem  credit or portfolio  segment as of the  evaluation  date,
management's  evaluation  of the  probable  loss  related to such  condition  is
reflected in the unallocated allowance.

         The  allowance  for credit  losses is based upon  estimates of probable
losses  inherent  in the loan  portfolio.  The  actual  losses can vary from the
estimated amounts.  Our methodology  includes several features that are intended
to  reduce  the  differences  between  estimated  and  actual  losses.  The loss
migration  model that is used to  establish  the loan loss  factors  for problem
graded loans is designed to be  self-correcting  by taking into account our loss
experience over prescribed  periods.  Similarly,  by basing the pass graded loan
loss factors over a period  reflective of a business  cycle,  the methodology is
designed  to take our recent  loss  experience  into  account.  Pooled loan loss
factors are adjusted quarterly based upon the level of net charge-offs  expected
by  management in the next twelve  months.  Furthermore,  based on  management's
judgement,  our methodology  permits  adjustments to any loss factor used in the
computation of the formula allowance for significant  factors,  which affect the
collectibility of the portfolio as of the evaluation date, but are not reflected
in the loss factors.  By assessing the probable estimated losses inherent in the
loan portfolio on a quarterly basis, we are able to adjust specific and inherent
loss estimates based upon the most recent information that has become available.

COMPARISON OF THE TOTAL  ALLOWANCE AND RELATED  PROVISION FOR CREDIT LOSSES FROM
DECEMBER 31, 2000

         During the first  quarter of 2001,  there were no changes in estimation
methods  or  assumptions   that  affected  our  methodology  for  assessing  the
appropriateness  of the  formula  and  specific  allowances  for credit  losses.
Changes in  estimates  and  assumptions  regarding  the effects of economic  and
business  conditions on borrowers and other factors,  which are described below,
also  affected the  assessment of the  unallocated  allowance.  However,  we are
undertaking a project to consolidate all of our commercial lending onto the same
loss migration model. The expected completion of this project,  later this year,
will  result in a change to our  allowance  for credit  loss  methodology.  This
change is not  expected to have a material  effect on our  allowance  for credit
losses.

         At December 31, 2000,  our total  allowance  for credit losses was $614
million or 2.36  percent of the total loan  portfolio  and 153  percent of total
nonaccrual  loans.  At March 31, 2001, our total allowance for


                                       32

<PAGE>

credit losses was $642 million,  or 2.47 percent of the total loan portfolio and
149 percent of total nonaccrual loans. In addition,  the allowance  incorporates
the results of measuring impaired loans as provided in SFAS No. 114 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. At December 31,
2000,  total  impaired loans were $400 million,  and the  associated  impairment
allowance  was $118  million  compared  with  $431  million  and  $103  million,
respectively, at March 31, 2001.

         We recorded a $100 million  provision in the first quarter of 2001 as a
result of management's  assessment of factors,  including the slowing US economy
and  the  current   California   energy  crisis,   affecting   elements  of  the
communication/media,  broadcasting,  and other companies in domestic  markets in
which we operate and the growth in, and changes in the  composition of, the loan
portfolio.  Losses  inherent  in these types of credits  are more  difficult  to
assess because historically these have been more volatile than losses from other
credits.

CHANGES IN THE FORMULA AND SPECIFIC ALLOWANCES

         At March 31, 2001, the formula allowance, remained relatively unchanged
at $388  million,  compared to $380 million at December 31, 2000, an increase of
$8 million.

         At March 31, 2001, the specific  allowance was $123 million compared to
$133 million at December 31, 2000, a decrease of $10 million. This was primarily
due to charge-offs recognized during the quarter.

         Our problem  credits,  including  amounts  outstanding  to a California
utility that filed for  bankruptcy  protection  in early  April,  continue to be
centered in the  commercial  loan  portfolio and mostly within  syndicated  loan
purchases. At this time, we see no significant  deterioration in the real estate
or consumer loan portfolios.

         At March 31, 2001, the unallocated  allowance was $131 million compared
to $101 million at December 31, 2000, an increase of $30 million.  In evaluating
the  appropriateness of the unallocated  allowance,  we considered the following
factors as well as more general  factors such as the interest  rate  environment
and the  impact of the  economic  downturn  on those  borrowers  who have a more
leveraged financial profile:

         o  the  adverse  effects of the  California  energy  crisis,  including
            blackouts  and  higher  electric  and gas costs,  on the  California
            economy and  businesses,  which could be in the range of $19 million
            to $49 million,

         o  the  adverse  effects of changes in the  economic,  regulatory,  and
            technology  environments  on borrowers  in the  communications/media
            industry, which could be in the range of $16 million to $41 million,

         o  the  adverse  effects of the  well-publicized  problems of the large
            public utilities and the independent  power producers in California,
            which have been partially recognized through downgrades, which could
            be in the range of $9 million to $13 million,

         o  the adverse effects of the recent slowing trends in same-store sales
            and  continuing  softening  consumer  confidence on borrowers in the
            retailing industry, which could be in the range of $6 million to $15
            million,

         o  the  adverse  effects  of  export  market  conditions  and  cyclical
            overcapacity on borrowers in the technology industry, which could be
            in the range of $4 million to $8 million, and

         o  the need to provide for probable losses resulting from weaknesses in
            the parent companies of our Pacific Rim borrowers, which could be in
            the range of $3 million to $8 million.

         There  can be no  assurance  that the  adverse  impact  of any of these
conditions  on us will not be in  excess of the  ranges  set  forth  above.  See
"Certain Business Risks Factors" on page 37.



                                       33

<PAGE>

CHANGE IN THE TOTAL ALLOWANCE FOR CREDIT LOSSES

         The  following  table  sets  forth a  reconciliation  of changes in our
allowance for credit losses.

<TABLE>
<CAPTION>
                                                                                           FOR THE THREE MONTHS
                                                                                              ENDED MARCH 31,
                                                                                          -----------------------
(DOLLARS IN THOUSANDS)                                                                      2000           2001
---------------------------------------------------------------------------------         --------       --------
<S>                                                                                       <C>            <C>
Balance, beginning of period.....................................................         $470,378       $613,902
Loans charged off:
   Commercial, financial and industrial..........................................           31,329         74,554
   Mortgage......................................................................               36             30
   Consumer......................................................................            2,895          3,338
   Lease financing...............................................................              600            781
   Foreign(1)....................................................................               --             --
                                                                                          --------       --------
      Total loans charged off....................................................           34,860         78,703
Recoveries of loans previously charged off:
   Commercial, financial and industrial..........................................            5,952          5,937
   Mortgage......................................................................               39             24
   Consumer......................................................................            1,539          1,127
   Lease financing...............................................................              190            148
   Foreign(1)....................................................................               --             14
                                                                                          --------       --------
      Total recoveries of loans previously charged off...........................            7,720          7,250
                                                                                          --------       --------
        Net loans charged off....................................................           27,140         71,453
Provision for credit losses......................................................           40,000        100,000
Foreign translation adjustment and other net deductions..........................              (32)          (115)
                                                                                          --------       --------
Balance, end of period...........................................................         $483,206       $642,334
                                                                                          ========       ========
Allowance for credit losses to total loans.......................................             1.86%          2.47%
Provision for credit losses to net loans charged off.............................           147.38         139.95
Net loans charged off to average loans outstanding for the period(2).............             0.42           1.10
-----------
<FN>
(1)  Foreign loans are those loans originated in foreign branches.

(2)  Annualized.
</FN>
</TABLE>

         Total loans charged off in the first quarter of 2001 increased by $43.8
million  from the  first  quarter  of  2000,  primarily  due to a $43.2  million
increase in commercial,  financial and industrial loans charged off. Charge-offs
reflect  the  realization  of  losses  in the  portfolio  that  were  recognized
previously through provisions for credit losses.

         The  first  quarter's   recoveries  of  loans  previously  charged  off
decreased by $0.5 million from the same period in 2000.  Recoveries are expected
to trail our historical trends due to the large number of loan sales experienced
during  2000.  The  percentage  of  net  loans  charged  off  to  average  loans
outstanding  for the period  increased  by 0.68  percent from the same period in
2000. At March 31, 2001, the allowance for credit losses  exceeded the net loans
charged off during the first quarter of 2001,  reflecting  management's  belief,
based on the foregoing  analysis,  that there are additional  losses inherent in
the portfolio.

         Historical net charge-offs are not necessarily indicative of the amount
of net charge-offs that we will realize in the future.



                                       34

<PAGE>

NONPERFORMING ASSETS

<TABLE>
<CAPTION>


                                                                                MARCH 31,        DECEMBER 31,     MARCH 31,
(DOLLARS IN THOUSANDS)                                                            2000               2000           2001
-------------------------------------------------------------------------       ---------        ------------     ---------
<S>                                                                             <C>                <C>            <C>
Commercial, financial and industrial.....................................       $136,968           $385,263       $416,863
Construction.............................................................          4,184              3,967          3,967
Commercial mortgage......................................................          3,248             10,769         10,015
                                                                                --------           --------       --------
   Total nonaccrual loans................................................        144,400            399,999        430,845
Foreclosed assets........................................................          2,248              1,181          1,011
Distressed loans held for sale...........................................             --              7,124          7,124
                                                                                --------           --------       --------
      Total nonperforming assets.........................................       $146,648           $408,304       $438,980
                                                                                ========           ========       ========
Allowance for credit losses..............................................       $483,206           $613,902       $642,334
                                                                                ========           ========       ========
Nonaccrual loans to total loans..........................................           0.56%              1.54%          1.66%
Allowance for credit losses to nonaccrual loans..........................         334.63             153.48         149.09
Nonperforming assets to total loans, distressed loans held for sale
   and foreclosed assets.................................................           0.56               1.57           1.69
Nonperforming assets to total assets.....................................           0.44               1.16           1.23
</TABLE>


         At March 31, 2001,  nonperforming  assets  totaled $439.0  million,  an
increase of $292.3 million,  or 199 percent,  from a year earlier.  The increase
was due to general  deterioration in our loan portfolio and included all amounts
outstanding  to a California  utility that filed for  bankruptcy  protection  in
early April.

         Nonaccrual  loans as a  percentage  of total loans were 1.66 percent at
March 31, 2001,  compared  with 0.56  percent at March 31,  2000.  Nonperforming
assets  as a  percentage  of total  loans,  distressed  loans  held for sale and
foreclosed  assets increased to 1.69 percent at March 31, 2001 from 0.56 percent
at March 31, 2000.

LOANS 90 DAYS OR MORE PAST DUE AND STILL ACCRUING

<TABLE>
<CAPTION>

                                                                                MARCH 31,        DECEMBER 31,     MARCH 31,
(DOLLARS IN THOUSANDS)                                                            2000               2000           2001
-------------------------------------------------------------------------       ---------        ------------     ---------
<S>                                                                             <C>               <C>             <C>
Commercial, financial and industrial.....................................       $   6,872         $    1,713      $  17,153
Mortgage:
   Residential...........................................................           4,041              2,699          3,663
   Commercial............................................................             176                 --            256
                                                                                ---------         -----------     ---------
      Total mortgage.....................................................           4,217              2,699          3,919
Consumer and other.......................................................           3,306              2,921          2,614
                                                                                ---------         -----------     ---------
   Total loans 90 days or more past due and still accruing...............       $  14,395         $    7,333      $  23,686
                                                                                =========         ===========     =========
</TABLE>


LIQUIDITY

         Liquidity  risk  represents  the  potential  for  loss as a  result  of
limitations  on our ability to adjust our future cash flows to meet the needs of
depositors and borrowers and to fund  operations on a timely and  cost-effective
basis.  The ALM Policy approved by the Board requires  quarterly  reviews of our
liquidity  by the  ALCO,  which  is  composed  of bank  senior  executives.  Our
liquidity  management  draws  upon the  strengths  of our  extensive  retail and
commercial market business  franchise,  coupled with the ability to obtain funds
for various  terms in a variety of domestic  and  international  money  markets.
Liquidity is managed through the funding and investment  functions of the Global
Markets Group.



                                       35

<PAGE>

         Core deposits provide us with a sizable source of relatively stable and
low-cost funds. Our average core deposits,  which include demand deposits, money
market demand  accounts,  and savings and consumer time deposits,  combined with
average common shareholders'  equity,  funded 66 percent of average total assets
of $34.4  billion  for the  first  quarter  ended  March 31,  2001.  Most of the
remaining  funding  was  provided  by  short-term  borrowings  in  the  form  of
negotiable  certificates of deposit,  foreign deposits,  federal funds purchased
and securities  sold under  repurchase  agreements,  commercial  paper and other
borrowings.  In the first  quarter  of 1999,  we issued  $350  million  in trust
preferred  securities  the  proceeds of which were  utilized to  repurchase  our
common stock.

         Liquidity may also be provided by the sale or maturity of assets.  Such
assets  include  interest  bearing  deposits  in banks,  federal  funds sold and
securities  purchased under resale agreements,  and trading account  securities.
The aggregate of these assets  averaged $0.5 billion during the first quarter of
2001.  Additional  liquidity may be provided by investment  securities available
for sale that amounted to $4.5 billion at March 31, 2001 and by loan maturities.

REGULATORY CAPITAL

         The following table  summarizes our risk-based  capital,  risk-weighted
assets, and risk-based capital ratios.

<TABLE>
<CAPTION>

UNIONBANCAL CORPORATION
                                                                                                 MINIMUM         "WELL-CAPITALIZED"
                                MARCH 31,           DECEMBER 31,          MARCH 31,            REGULATORY            REGULATORY
(DOLLARS IN THOUSANDS)             2000                 2000                 2001              REQUIREMENT          REQUIREMENT
-------------------------   ------------------   ------------------   ------------------     -----------------   -------------------
<S>                         <C>          <C>     <C>          <C>     <C>          <C>       <C>           <C>           <C>
CAPITAL COMPONENTS
Tier 1 capital...........    $3,376,094           $3,471,289           $3,511,151
Tier 2 capital...........       618,397              620,102              615,130
                            -----------          -----------          -----------
Total risk-based capital.    $3,994,491           $4,091,391           $4,126,281
                            ===========          ===========          ===========
Risk-weighted assets.....   $33,406,941          $33,900,404          $33,484,415
                            ===========          ===========          ===========
Quarterly average assets.   $32,962,471          $34,075,813          $34,371,595
                            ===========          ===========          ===========

CAPITAL RATIOS                AMOUNT     RATIO     AMOUNT     RATIO     AMOUNT     RATIO       AMOUNT     RATIO
-------------------------   -----------  -----   -----------  -----   -----------  -----     ----------   -----
Total capital (to
   risk-weighted assets).   $ 3,994,491  11.96%  $ 4,091,391  12.07%  $ 4,126,281  12.32%   >$2,678,753    8.0%          na
                                                                                            -
Tier 1 capital (to
   risk-weighted assets).     3,376,094  10.11     3,471,289  10.24     3,511,151  10.49    > 1,339,377    4.0           na
                                                                                            -
Leverage(1)..............     3,376,094  10.24     3,471,289  10.19     3,511,151  10.22    > 1,374,864    4.0           na
                                                                                            -
-----------
<FN>
(1)      Tier 1 capital divided by quarterly average assets (excluding certain intangible assets).
</FN>
</TABLE>

<TABLE>
<CAPTION>

UNION BANK OF CALIFORNIA, N.A.

                                                                                                 MINIMUM         "WELL-CAPITALIZED"
                                MARCH 31,           DECEMBER 31,          MARCH 31,            REGULATORY            REGULATORY
(DOLLARS IN THOUSANDS)             2000                 2000                 2001              REQUIREMENT          REQUIREMENT
-------------------------   ------------------   ------------------   ------------------     -----------------   -------------------
<S>                         <C>          <C>     <C>          <C>     <C>          <C>       <C>           <C>     <C>        <C>
CAPITAL COMPONENTS
Tier 1 capital...........   $ 3,217,239          $ 3,157,516          $ 3,108,454
Tier 2 capital...........       511,571              513,144              509,362
                            -----------          -----------          -----------
Total risk-based capital.   $ 3,728,810          $ 3,670,660          $ 3,617,816
                            ===========          ===========          ===========
Risk-weighted assets.....   $32,857,742          $33,341,752          $33,022,371
                            ===========          ===========          ===========
Quarterly average assets.   $32,666,845          $34,173,719          $34,402,681
                            ===========          ===========          ===========

CAPITAL RATIOS                AMOUNT     RATIO     AMOUNT     RATIO     AMOUNT     RATIO       AMOUNT     RATIO
-------------------------   -----------  -----   -----------  -----   -----------  -----     ----------   -----
CAPITAL RATIOS
Total capital (to
   risk-weighted assets).   $ 3,728,810  11.35%  $ 3,670,660  11.01%  $ 3,617,816  10.96%   >$2,641,790    8.0%   >3,302,237  10.0%
                                                                                            -                     -
Tier 1 capital (to
   risk-weighted assets).     3,217,239   9.79     3,157,516   9.47     3,108,454   9.41    > 1,320,895    4.0    >1,981,342   6.0
                                                                                            -                     -
Leverage(1)..............     3,217,239   9.85     3,157,516   9.24     3,108,454   9.04    > 1,376,107    4.0    >1,720,134   5.0
                                                                                            -                     -
-----------
<FN>
(1) Tier 1 capital divided by quarterly average assets (excluding certain intangible assets).
</FN>
</TABLE>


                                       36

<PAGE>

         We  and  Union  Bank  of  California,   N.A.  are  subject  to  various
regulations  issued by  federal  banking  agencies,  including  minimum  capital
requirements.  We and Union Bank of  California,  N.A.  are required to maintain
minimum ratios of total and Tier 1 capital to risk-weighted assets and of Tier 1
capital to quarterly average assets (the leverage ratio).

         Compared with December 31, 2000, our Tier 1 risk-based capital ratio at
March 31, 2001 increased 25 basis points to 10.49 percent,  our total risk-based
capital ratio increased 25 basis points to 12.32 percent, and our leverage ratio
increased 3 basis points to 10.22  percent.  The increases in the capital ratios
were primarily attributable to higher common equity mainly related to higher net
income  and a  lower  risk-based  asset  balance  mainly  due  to  lower  unused
commitments in the first quarter of 2001.

         As of March 31, 2001,  management  believes the capital ratios of Union
Bank of California, N.A. met all regulatory requirements of a "well-capitalized"
institution.

CERTAIN BUSINESS RISK FACTORS

         ADVERSE  CALIFORNIA  ECONOMIC  CONDITIONS  COULD  ADVERSELY  AFFECT OUR
BUSINESS

         A  substantial  majority of our assets and  deposits  are  generated in
California.  As a result, poor economic conditions in California may cause us to
incur losses  associated  with higher  default  rates and  decreased  collateral
values  in our loan  portfolio.  In the early  1990's,  the  California  economy
experienced  an economic  recession  that  resulted in increases in the level of
delinquencies  and  losses  for  us and  many  of the  state's  other  financial
institutions. If California were to experience another recession, we expect that
our level of problem assets would increase accordingly.

         ADVERSE ECONOMIC FACTORS AFFECTING  CERTAIN  INDUSTRIES COULD ADVERSELY
AFFECT OUR BUSINESS

         We are also subject to certain industry-specific  economic factors. For
example,  a portion  of our total  loan  portfolio  is  related  to real  estate
obligations,  and a portion of our recent  growth has been fueled by the general
real estate recovery in California.  Accordingly,  a downturn in the real estate
industry  in  California  could  have  an  adverse  effect  on  our  operations.
Similarly,  a  portion  of our  total  loan  portfolio  is to  borrowers  in the
agricultural industry.  Adverse weather conditions,  combined with low commodity
prices, may adversely affect the agricultural  industry and,  consequently,  may
impact our business negatively.  In addition,  auto leases comprise a portion of
our total loans  portfolio.  Continued  deterioration in the used car market may
result in  additional  losses on the  valuation of auto lease  residuals  beyond
those  reported in 2000.  Further,  portions of our total loan  portfolio are to
borrowers in the industries referred to in "Allowance for Credit Losses", above,
which could be adversely affected by the factors referred to in that section.

         RISKS ASSOCIATED WITH THE CALIFORNIA ENERGY CRISIS

         Due to problems  associated  with the  deregulation  of the  electrical
power industry in California,  two California  utilities have publicly announced
that  their  financial  situation  is grave.  One of these  utilities  filed for
bankruptcy protection in April 2001. The utilities have also announced that they
have  already  defaulted  on  certain  payment  obligations.  As a lender to the
utility  industry  we face the risk that the  industry  will  sustain  increased
defaults on payments or bankruptcy filings.

         In addition,  customers of the utilities have been faced with increased
gas and electric prices,  power shortages and, in some cases, rolling blackouts.
The  long-term  impact of the energy crisis in California on our markets and our
business  cannot be predicted  but could result in an economic  slow-down.  This
could  have an  adverse  effect on the  demand  for new  loans,  the  ability of
borrowers  to repay  outstanding  loans,  the  value of real  estate  and  other
collateral securing loans and, as a result, on our financial condition,  results
of operations and the market value of our common stock.

         FLUCTUATIONS IN INTEREST RATES COULD ADVERSELY AFFECT OUR BUSINESS

         Significant  increases in market interest rates, or the perception that
an increase may occur,  could adversely affect both our ability to originate new
loans and our ability to grow.  Conversely,  a decrease in interest  rates could
result in an  acceleration  in the  prepayment  of loans.  An increase in market
interest


                                       37

<PAGE>

rate could also adversely affect the ability of our  floating-rate  borrowers to
meet their  higher  payment  obligations.  If this  occurred,  it could cause an
increase in nonperforming  assets and charge-offs,  which could adversely affect
our business.

         FLUCTUATIONS IN INTEREST RATES COULD ADVERSELY AFFECT OUR MARGIN SPREAD

         Changes in market interest rates, including changes in the relationship
between  short-term and long-term  market  interest  rates or between  different
interest rate indices,  can impact our margin  spread,  that is, the  difference
between the interest rates we charge on interest earning assets,  such as loans,
and the interest rates we pay on interest bearing liabilities, such as deposits.
The impact, particularly in a falling interest rate environment, could result in
an increase in our interest expense relative to interest income.

         SHAREHOLDER VOTES ARE CONTROLLED BY THE BANK OF TOKYO-MITSUBISHI, LTD.

         A  majority  of  our   directors  are  not  officers  or  employees  of
UnionBanCal  Corporation  or  any of  our  affiliates,  including  The  Bank  of
Tokyo-Mitsubishi, Ltd. However, because of The Bank of Tokyo-Mitsubishi,  Ltd.'s
control over the election of our directors,  The Bank of Tokyo-Mitsubishi,  Ltd.
could change the  composition  of our Board of Directors so that the Board would
not have a majority of outside  directors.  The Bank of  Tokyo-Mitsubishi,  Ltd.
owns a majority of the outstanding  shares of our common stock. As a result, The
Bank of  Tokyo-Mitsubishi,  Ltd. can elect all of our  directors and as a result
can control the vote on all matters,  including determinations such as: approval
of mergers or other business combinations;  sales of all or substantially all of
our assets; any matters submitted to a vote of our shareholders; issuance of any
additional  common stock or other equity  securities;  incurrence  of debt other
than in the ordinary  course of business;  the selection and tenure of our Chief
Executive  Officer;  payment of dividends  with respect to common stock or other
equity  securities;  and  matters  that  might  be  favorable  to  The  Bank  of
Tokyo-Mitsubishi,  Ltd. The Bank of Tokyo-Mitsubishi,  Ltd.'s ability to prevent
an  unsolicited  bid for us or any other change in control could have an adverse
effect on the market price for our common stock.

         THE  BANK  OF   TOKYO-MITSUBISHI,   LTD.'S  FINANCIAL  CONDITION  COULD
ADVERSELY AFFECT OUR OPERATIONS

         Although  we  fund  our  operations   independently   of  The  Bank  of
Tokyo-Mitsubishi,  Ltd.  and believe our  business  is not  necessarily  closely
related to The Bank of Tokyo-Mitsubishi, Ltd.'s business or outlook, The Bank of
Tokyo-Mitsubishi,   Ltd.'s  credit  ratings  may  affect  our  credit   ratings.
Deterioration in The Bank of Tokyo-Mitsubishi, Ltd.'s credit rating or financial
condition  could result in an increase in our  borrowing  costs and could impair
our  access  to  the  public  and   private   capital   markets.   The  Bank  of
Tokyo-Mitsubishi,  Ltd. is also subject to regulatory  oversight and review. Our
business  operation  Bank  of  Tokyo-Mitsubishi,   Ltd.'s  credit  rating  could
adversely  affect  our  credit  ratings.  Therefore,  as  long  as The  Bank  of
Tokyo-Mitsubishi, Ltd. maintains a majority interest in us, deterioration in The
Bank of Tokyo-Mitsubishi, Ltd.'s financial condition could result in an increase
in our  borrowing  costs and could  impair our access to the public and  private
capital  markets.  The  Bank  of  Tokyo-Mitsubishi,  Ltd.  is  also  subject  to
regulatory  oversight and review.  Our business  operations and expansion  plans
could be  negatively  affected by  regulatory  concerns  related to the Japanese
financial system and The Bank of Tokyo-Mitsubishi, Ltd.

         POTENTIAL CONFLICTS OF INTEREST WITH THE BANK OF TOKYO-MITSUBISHI, LTD.
COULD ADVERSELY AFFECT US

         As part of The Bank of Tokyo-Mitsubishi,  Ltd.'s normal risk management
processes,  The Bank of  Tokyo-Mitsubishi,  Ltd. manages global credit exposures
and  concentrations on an aggregate basis,  including us. Therefore,  at certain
levels,  our ability to approve  certain  credits and categories of customers is
subject to  concurrence  by The Bank of  Tokyo-Mitsubishi,  Ltd.  We may wish to
extend  credit to the same  customer as The Bank of  Tokyo-Mitsubishi,  Ltd. Our
ability to do so may be  limited  for  various  reasons,  including  The Bank of
Tokyo-Mitsubishi,  Ltd.'s  aggregate  credit  exposure and  marketing  policies.
Certain   directors'   and  officers'   ownership   interests  in  The  Bank  of
Tokyo-Mitsubishi,  Ltd.'s  common  stock or service as a director  or officer or
other employee of both us and The Bank of Tokyo-Mitsubishi, Ltd. could create or
appear to create  potential  conflicts of interest,  especially since both of us
compete in the United States banking industry.


                                       38
<PAGE>

         SUBSTANTIAL   COMPETITION  IN  THE  CALIFORNIA   BANKING  MARKET  COULD
ADVERSELY AFFECT US

         Banking is a highly competitive business. We compete actively for loan,
deposit,  and  other  financial  services  business  in  California,  as well as
nationally and internationally.  Our competitors include a large number of state
and national banks, thrift institutions and major  foreign-affiliated or foreign
banks,  as well as many  financial and  non-financial  firms that offer services
similar to those offered by us. Some of our competitors are community banks that
have strong local market positions.  Other  competitors  include large financial
institutions (such as Bank of America,  California  Federal,  Washington Mutual,
and Wells  Fargo)  that  have  substantial  capital,  technology  and  marketing
resources.  Such large financial institutions may have greater access to capital
at a lower  cost than us,  which may  adversely  affect  our  ability to compete
effectively.

         RESTRICTIONS ON DIVIDENDS AND OTHER  DISTRIBUTIONS  COULD LIMIT AMOUNTS
PAYABLE TO US

         A substantial  portion of our cash flow typically  comes from dividends
our  bank and  nonbank  subsidiaries  pay to us.  Various  statutory  provisions
restrict  the  amount  of  dividends  our  subsidiaries  can  pay to us  without
regulatory approval.  In addition, if any of our subsidiaries  liquidates,  that
subsidiary's creditors will be entitled to receive distributions from the assets
of that  subsidiary to satisfy their claims against it before we, as a holder of
an equity  interest  in the  subsidiary,  will be entitled to receive any of the
assets of the subsidiary.

         ADVERSE   EFFECTS  OF  BANKING   REGULATIONS   OR  CHANGES  IN  BANKING
REGULATIONS COULD ADVERSELY AFFECT US

         We  are  subject  to  significant  federal  and  state  regulation  and
supervision,  which is primarily for the benefit and protection of our customers
and not for the  benefit  of  investors.  In the  past,  our  business  has been
materially  affected by these  regulations.  This trend is likely to continue in
the  future.  Laws,  regulations  or  policies  currently  affecting  us and our
subsidiaries  may change at any time.  Regulatory  authorities  may also  change
their interpretation of these statutes and regulations.  Therefore, our business
may be adversely affected by any future changes in laws,  regulations,  policies
or interpretations. Additionally, our international activities may be subject to
the laws and regulations of the jurisdiction  where business is being conducted.
International  laws,  regulations and policies affecting us and our subsidiaries
may change at any time and affect our business opportunities and competitiveness
in these jurisdictions. Due to The Bank of Tokyo-Mitsubishi,  Ltd.'s controlling
ownership  of us,  laws,  regulations  and  policies  adopted or enforced by the
Government of Japan may adversely  affect our  activities  and  investments  and
those of our subsidiaries in the future. Under long-standing policy of the Board
of Governors of the Federal Reserve  System,  a bank holding company is expected
to act as a source of financial  strength for its subsidiary  banks. As a result
of that policy,  we may be required to commit  financial and other  resources to
our subsidiary bank in circumstances where we might not otherwise do so.

         POSSIBLE FUTURE SALES OF SHARES BY THE BANK OF  TOKYO-MITSUBISHI,  LTD.
COULD ADVERSELY AFFECT THE MARKET FOR OUR STOCK

         Although The Bank of Tokyo-Mitsubishi, Ltd. has announced its intention
to maintain its majority ownership in us, The Bank of Tokyo-Mitsubishi, Ltd. may
sell shares of our common stock in compliance with the federal  securities laws.
By virtue of The Bank of  Tokyo-Mitsubishi,  Ltd.'s  current  control of us, The
Bank of Tokyo-Mitsubishi,  Ltd. could sell large amounts of shares of our common
stock by causing us to file a  registration  statement  that would allow them to
sell shares more easily. In addition,  The Bank of Tokyo-Mitsubishi,  Ltd. could
sell shares of our common stock without registration  pursuant to Rule 144 under
the Securities Act. Although we can make no prediction as to the effect, if any,
that such sales  would have on the market  price of our common  stock,  sales of
substantial amounts of our common stock, or the perception that such sales could
occur, could adversely affect our market price. If The Bank of Tokyo-Mitsubishi,
Ltd. sells or transfers shares of our common stock as a block, another person or
entity could become our controlling shareholder.

         STRATEGIES

         In connection  with our  strategic  plan  established  in 2000, we have
developed long-term financial  performance goals, which we expect to result from
successful implementation of our operating strategies.


                                       39

<PAGE>

         We cannot  assure you that we will be  successful  in  achieving  these
long-term goals or that our operating  strategies will be successful.  Achieving
success in these areas is  dependent  on a number of factors,  many of which are
beyond our direct control.

         Factors that may  adversely  affect our ability to attain our long-term
financial performance goals include:

         o  deterioration of our asset quality,

         o  our inability to control noninterest expenses,

         o  our inability to increase noninterest income,

         o  our inability to decrease reliance on asset revenues,

         o  our ability to sustain loan growth,

         o  regulatory   and   other   impediments    associated   with   making
            acquisitions,

         o  deterioration in general economic conditions, especially in our core
            markets,

         o  decreases in net interest margins,

         o  increases in competition,

         o  adverse regulatory or legislative developments, and

         o  unexpected increases in costs related to potential acquisitions.

         RISKS  ASSOCIATED  WITH  POTENTIAL   ACQUISITIONS  OR  DIVESTITURES  OR
RESTRUCTURING

         We may  acquire  or  invest in  companies,  technologies,  services  or
products  that  complement  our business.  In addition,  we continue to evaluate
performance  of all of our businesses and business lines and may sell a business
or business lines. Any acquisitions, divestitures or restructuring may result in
potentially dilutive issuance of equity securities,  significant write-offs, the
amortization of expenses related to goodwill and other intangible  assets and/or
the incurrence of debt, any of which could have a material adverse effect on our
business,   financial   condition  and  results  of  operations.   Acquisitions,
divestitures or restructuring  could involve numerous additional risks including
difficulties in the assimilation or separation of operations, services, products
and  personnel,  the diversion of  management's  attention  from other  business
concerns,  the  disruption  of our  business,  and  the  potential  loss  of key
employees.  There can be no assurance  that we would be successful in overcoming
these or any other significant risks encountered.

         WE MIGHT BE UNABLE TO  RECRUIT  OR RETAIN  NECESSARY  PERSONNEL,  WHICH
COULD SLOW THE DEVELOPMENT OF OUR BUSINESS.

         Our  performance is  substantially  dependent on the performance of our
key managerial,  marketing and technical personnel. We are dependent both on our
ability to retain and motivate our key personnel  and to attract new  personnel.
However, the labor markets in California are tight and we cannot be sure that we
will be able to attract,  motivate and retain such  personnel.  Competition  for
qualified  personnel in California is intense both within our industry and other
industry sectors,  including high technology.  Competitors and others, including
high  technology  companies,  have in the past and may in the future  attempt to
recruit our employees.  Inability to attract,  retain and motivate the personnel
necessary  to support the growth of our business  could have a material  adverse
effect upon our business, results of operations, and financial condition.

ITEM 3.  MARKET RISK.

         Our exposure to market  risk,  was  mitigated in the volatile  interest
rate  environment  in the first  quarter  2001 due to the  effectiveness  of our
asset/liability  management. As a result, information concerning our market risk
exposure  is   incorporated  by  reference  from  the  text  under  the  caption
"Quantitative  and Qualitative  Disclosures  About Market Risk" in the Form 10-K
for the year ended December 31, 2000.


                                       40

<PAGE>


                           PART II. OTHER INFORMATION



ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Set forth below is information  concerning  each matter  submitted to a
vote at the Annual Meeting of Shareholders on April 25, 2001 ("Annual Meeting"):

         DIRECTORS:  Each of the following  persons was elected as a director to
hold  office  until the 2002 Annual  Meeting of  Shareholders  or until  earlier
retirement, resignation or removal.

<TABLE>
<CAPTION>

DIRECTOR'S NAME                                                                    FOR             WITHHELD
-----------------------------------------------------------------------        -----------         ---------
<S>                                                                            <C>                 <C>
David R. Andrews.......................................................        153,343,806           460,394
L. Dale Crandall.......................................................        153,347,611           456,589
Richard D. Farman......................................................        150,690,405         3,113,795
Stanley F. Farrar......................................................        153,354,281           449,919
Richard C. Hartnack....................................................        153,345,397           458,803
Kaoru Hayama...........................................................        153,346,924           457,276
Norimichi Kanari.......................................................        153,349,594           454,606
Satoru Kishi...........................................................        150,692,006         3,112,194
Monica C. Lozano.......................................................        153,400,856           403,344
Mary S. Metz...........................................................        153,290,159           514,041
Raymond E. Miles.......................................................        153,343,001           461,199
Takahiro Moriguchi.....................................................        149,178,977         4,625,223
J. Fernando Niebla.....................................................        153,335,447           468,753
Carl W. Robertson......................................................        153,338,147           466,053
Takaharu Saegusa.......................................................        153,350,049           454,151
Robert M. Walker.......................................................        153,369,983           434,217
Kenji Yoshizawa........................................................        150,691,589         3,112,611
</TABLE>


         AUDITORS:  Proposal No. 2 to ratify the  selection of Deloitte & Touche
LLP as independent  auditors of UnionBanCal  Corporation  received the following
votes:


FOR:......................................................         153,599,413
AGAINST:..................................................             143,240
ABSTAIN:..................................................              61,546


         PERFORMANCE   SHARE  PLAN:   Proposal  No.  3  to  reapprove  the  1997
UnionBanCal  Corporation  Performance  Share  Plan,  as  amended,  received  the
following votes:




FOR:......................................................         151,792,968
AGAINST:..................................................           1,797,856
ABSTAIN:..................................................             213,375


         SENIOR MANAGEMENT BONUS PLAN:  Proposal No. 4 to approve the Union Bank
of California Senior Management Bonus Plan received the following votes:




FOR:......................................................         151,599,426
AGAINST:..................................................           1,964,565
ABSTAIN:..................................................             240,208





                                       41

<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits:


  NO.                               DESCRIPTION
 -----  ------------------------------------------------------------------------

  3.1   Restated Articles of Incorporation of the Registrant, as amended(1)
  3.2   By-laws of the Registrant, as amended January 27, 1999(2)
 10.1   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, 2001)*(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 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)
 10.9   1997 Performance Share Plan, as amended. (Effective January 1, 1997)*(5)
 10.10  Service Agreement Between Union Bank of California and The Bank of
        Tokyo- Mitsubishi Ltd. (Effective October 1, 1997)*(3)
 10.11  Management Stock Plan. (As restated effective January 1, 2000)*(8)
 10.12  Union Bank of California, N.A. Supplemental retirement Plan for Policy
        Making Officers. (Effective November 1, 1999)(9)
-----------
(1)  Incorporated  by  reference  to Form 10-K for the year ended  December  31,
     1998.
(2)  Incorporated  by  reference  to Form 10-Q for the  quarter  ended March 31,
     1999.
(3)  Incorporated  by  reference  to Form 10-K for the year ended  December  31,
     1997.
(4)  Incorporated  by  reference  to Form 10-K for the year ended  December  31,
     1996.
(5)  Incorporated by reference to Form DEF-14A dated March 28, 2001.
(6)  Incorporated  by reference to Form 10-Q for the quarter ended September 30,
     1998.
(7)  Incorporated by reference to Form 8-K dated April 1, 1996.
(8)  Incorporated by reference to form 10-Q for the quarter ended June 30, 1999.
(9)  Incorporated by reference to Form 10-Q for the quarter ended June 30, 2000.

 *   Management contract or compensatory plan, contract or arrangement.

(b)  Reports on Form 8-K:

We filed a report on Form 8-K on June 16, 2000 under Item 5 to report
UnionBanCal Corporation's June 15, 2000 press release concerning estimated
operating earnings for the second quarter of 2000.






                                       42

<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  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


                                     By:   /s/DAVID A. ANDERSON
                                        ------------------------------------
                                              David A. Anderson
                                        SENIOR VICE PRESIDENT AND CONTROLLER



                                     Dated:  May 14, 2001



















                                       43