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                                  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, 2005


                         COMMISSION FILE NUMBER 1-15081


                             UNIONBANCAL CORPORATION
             (Exact name of registrant as specified in its charter)


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


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

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

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

     Number of shares of Common Stock outstanding at April 29, 2005: 144,716,690

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<PAGE>


                    UNIONBANCAL CORPORATION AND SUBSIDIARIES

                                TABLE OF CONTENTS

                                                                           PAGE
                                                                          NUMBER
                                                                          ------
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 Stockholders' Equity...    5
    Condensed Consolidated Statements of Cash Flows........................    6
    Notes to Condensed Consolidated Financial Statements...................    7
Item 2. Management's Discussion and Analysis of Financial Condition and
  Results of Operations:
    Introduction...........................................................   21
    Executive Overview.....................................................   21
    Critical Accounting Policies...........................................   22
    Financial Performance..................................................   23
    Net Interest Income....................................................   25
    Noninterest Income.....................................................   27
    Noninterest Expense....................................................   27
    Income Tax Expense.....................................................   28
    Loans..................................................................   28
    Cross-Border Outstandings..............................................   30
    Provision for Loan Losses..............................................   30
    Allowance for Credit Losses............................................   30
    Nonperforming Assets...................................................   34
    Loans 90 Days or More Past Due and Still Accruing......................   35
    Quantitative and Qualitative Disclosures About Market Risk.............   35
    Liquidity Risk.........................................................   37
    Regulatory Capital.....................................................   38
    Business Segments......................................................   38
    Regulatory Matters.....................................................   46
    Factors That May Affect Future Results.................................   46
Item 3. Quantitative and Qualitative Disclosures About Market Risk.........   52
Item 4. Controls and Procedures............................................   52
PART II
OTHER INFORMATION
  Item 1. Legal Proceedings................................................   53
  Item 2. Unregistered Sales of Equity Securities and Use of Proceeds......   53
  Item 4. Submission of Matters to a Vote of Security Holders..............   54
  Item 6. Exhibits.........................................................   55
  Signatures...............................................................   56


<PAGE>


                          PART I. FINANCIAL INFORMATION
                    UNIONBANCAL CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED FINANCIAL HIGHLIGHTS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                    AS OF AND FOR THE
                                                                    THREE MONTHS ENDED
                                                               ---------------------------
                                                                 MARCH 31,      MARCH 31,   PERCENT
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)                      2004           2005      CHANGE
-------------------------------------------------------------- ------------   ------------  -------
<S>                                                            <C>            <C>             <C>
RESULTS OF OPERATIONS:
  Net interest income(1)...................................... $    401,223   $    441,854    10.13%
  (Reversal of) provision for loan losses.....................       (5,000)        (8,000)   60.00
  Noninterest income..........................................      211,205        222,761     5.47
  Noninterest expense(2)......................................      373,106        407,467     9.21
                                                               ------------   ------------
  Income before income taxes(1)...............................      244,322        265,148     8.52
  Taxable-equivalent adjustment...............................          802          1,055    31.55
  Income tax expense..........................................       86,033         82,116    (4.55)
                                                               ------------   ------------
  Net income.................................................. $    157,487   $    181,977    15.55
                                                               ============   ============
PER COMMON SHARE:
  Net income--basic........................................... $       1.07   $       1.24    15.89%
  Net income--diluted.........................................         1.05           1.21    15.24
  Dividends(3)................................................         0.31           0.36    16.13
  Book value (end of period)..................................        27.12          28.41     4.76
  Common shares outstanding (end of period)(4)................  147,474,843    144,575,615    (1.97)
  Weighted average common shares outstanding--basic(4)........  147,400,298    146,997,649    (0.27)
  Weighted average common shares outstanding--diluted(4)......  149,952,021    149,915,503    (0.02)
BALANCE SHEET (END OF PERIOD):
  Total assets................................................ $ 46,102,177   $ 49,432,871     7.22%
  Total loans.................................................   26,036,305     31,365,540    20.47
  Nonaccrual loans............................................      256,741        101,904   (60.31)
  Nonperforming assets........................................      262,894        107,136   (59.25)
  Total deposits..............................................   39,005,555     41,711,266     6.94
  Medium and long-term debt...................................      836,023        803,233    (3.92)
  Junior subordinated debt....................................       16,243         15,677    (3.48)
  Stockholders' equity........................................    3,999,061      4,107,223     2.70
BALANCE SHEET (PERIOD AVERAGE):
  Total assets................................................ $ 43,051,182   $ 48,277,736    12.14%
  Total loans.................................................   26,141,856     31,302,779    19.74
  Earning assets..............................................   38,876,228     43,461,399    11.79
  Total deposits..............................................   35,939,525     39,668,832    10.38
  Stockholders' equity........................................    3,949,922      4,208,650     6.55
FINANCIAL RATIOS:
  Return on average assets(5).................................         1.47%          1.53%
  Return on average stockholders' equity(5)...................        16.04          17.54
  Efficiency ratio(6).........................................        60.84          60.80
  Net interest margin(1)......................................         4.14           4.09
  Dividend payout ratio.......................................        28.97          29.03
  Tangible equity ratio.......................................         7.92           7.36
  Tier 1 risk-based capital ratio.............................        10.29           9.06
  Total risk-based capital ratio..............................        13.06          11.41
  Leverage ratio..............................................         8.24           7.79
  Allowance for credit losses to total loans(7)...............         2.00           1.56
  Allowance for credit losses to nonaccrual loans(7)..........       202.97         480.46
  Net loans charged off (recovered) to average total loans(5).         0.19          (0.07)
  Nonperforming assets to total loans and foreclosed assets...         1.01           0.34
  Nonperforming assets to total assets........................         0.57           0.22

---------------------------
<FN>

(1)  Amounts are on a  taxable-equivalent  basis using the federal statutory tax
     rate of 35 percent.

(2)  Included  in  noninterest  expense  at March  31,  2005 was $3  million  of
     provision for losses on off-balance sheet commitments.

(3)  Dividends per share reflect dividends declared on UnionBanCal Corporation's
     common stock outstanding as of the declaration date.

(4)  Common  shares  outstanding  reflects  common  shares  issued less treasury
     shares.

(5)  Annualized.

(6)  The efficiency  ratio is noninterest  expense,  excluding  foreclosed asset
     expense  (income)  and  the  provision  for  losses  on  off-balance  sheet
     commitments,  as a percentage  of net interest  income  (taxable-equivalent
     basis) and noninterest income.

(7)  The allowance for credit losses ratios  include the allowance for losses on
     off-balance sheet commitments.
</FN>
</TABLE>


                                       2

<PAGE>


ITEM 1. FINANCIAL STATEMENTS

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                    FOR THE THREE MONTHS
                                                                       ENDED MARCH 31,
                                                                  ------------------------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)                       2004            2005
---------------------------------------------------------------   --------        --------
<S>                                                               <C>             <C>
INTEREST INCOME
  Loans........................................................   $335,329        $415,765
  Securities...................................................    105,846         100,769
  Interest bearing deposits in banks...........................        908           2,102
  Federal funds sold and securities purchased under
    resale agreements..........................................      1,959           2,373
  Trading account assets.......................................        557             842
                                                                  --------        --------
    Total interest income......................................    444,599         521,851
                                                                  --------        --------
INTEREST EXPENSE
  Domestic deposits............................................     33,610          54,562
  Foreign deposits.............................................      2,132           6,176
  Federal funds purchased and securities sold under
    repurchase agreements......................................        681           7,455
  Commercial paper.............................................      1,135           4,560
  Medium and long-term debt....................................      3,139           6,532
  Trust notes..................................................      2,181             238
  Other borrowed funds.........................................      1,300           1,529
                                                                  --------        --------
    Total interest expense.....................................     44,178          81,052
                                                                  --------        --------
NET INTEREST INCOME............................................    400,421         440,799
  (Reversal of) provision for loan losses(1)...................     (5,000)         (8,000)
                                                                  --------        --------
    Net interest income after (reversal of) provision
     for loan losses...........................................    405,421         448,799
                                                                  --------        --------
NONINTEREST INCOME
  Service charges on deposit accounts..........................     81,096          80,455
  Trust and investment management fees.........................     35,822          41,963
  Insurance commissions........................................     21,735          22,017
  International commissions and fees...........................     17,545          17,674
  Brokerage commissions and fees...............................      8,297           8,972
  Foreign exchange gains, net..................................      8,344           8,940
  Merchant banking fees........................................      7,467           6,266
  Card processing fees, net....................................      8,792           5,607
  Securities gains, net........................................      1,622             344
  Other........................................................     20,485          30,523
                                                                  --------        --------
    Total noninterest income...................................    211,205         222,761
                                                                  --------        --------
NONINTEREST EXPENSE
  Salaries and employee benefits...............................    219,423         239,480
  Net occupancy................................................     31,582          33,525
  Equipment....................................................     17,271          17,733
  Software.....................................................     12,995          14,628
  Professional services........................................     11,303          13,710
  Communications...............................................     13,410          12,775
  Foreclosed asset expense.....................................        519             406
  Provision for losses on off-balance sheet
    commitments(1).............................................         --           3,000
  Other........................................................     66,603          72,210
                                                                  --------        --------
    Total noninterest expense..................................    373,106         407,467
                                                                  --------        --------
  Income before income taxes...................................    243,520         264,093
  Income tax expense...........................................     86,033          82,116
                                                                  --------        --------
NET INCOME.....................................................   $157,487        $181,977
                                                                  ========        ========
NET INCOME PER COMMON SHARE--BASIC.............................   $   1.07        $   1.24
                                                                  ========        ========
NET INCOME PER COMMON SHARE--DILUTED...........................   $   1.05        $   1.21
                                                                  ========        ========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING--BASIC..............    147,400         146,998
                                                                  ========        ========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING--DILUTED............    149,952         149,916
                                                                  ========        ========

------------------------------
<FN>
(1)  For the quarter  ended March 31, 2005,  the net change in the allowance for
     losses on off-balance sheet  commitments is recognized  separately from the
     change  in the  allowance  for loan  losses.  Prior  periods  have not been
     restated.
</FN>
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       3

<PAGE>



                    UNIONBANCAL CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                       (UNAUDITED)                  (UNAUDITED)
                                                         MARCH 31,   DECEMBER 31,     MARCH 31,
(DOLLARS IN THOUSANDS)                                     2004          2004           2005
----------------------------------------------------   -----------   ------------   -----------
<S>                                                    <C>           <C>            <C>
ASSETS
Cash and due from banks.............................   $ 2,154,170   $  2,111,185   $ 1,962,503
Interest bearing deposits in banks..................       243,585        491,905       297,697
Federal funds sold and securities purchased under
  resale agreements.................................     3,517,500        944,950     1,695,835
                                                       -----------   ------------   -----------
    Total cash and cash equivalents.................     5,915,255      3,548,040     3,956,035
Trading account assets..............................       285,305        236,331       236,058
Securities available for sale:
  Securities pledged as collateral..................        97,040        144,240       251,657
  Held in portfolio.................................    11,496,366     11,000,754    10,980,823
Loans (net of allowance for loan losses: March 31,
  2004, $521,111; December 31, 2004, $407,156;
  March 31, 2005, $404,231)(1)......................    25,515,194     30,309,800    30,961,309
Due from customers on acceptances...................        50,554         55,914        55,872
Premises and equipment, net.........................       523,197        530,431       523,920
Intangible assets...................................        61,181         61,737        56,751
Goodwill............................................       314,994        450,961       450,125
Other assets........................................     1,843,091      1,759,813     1,960,321
                                                       -----------   ------------   -----------
    Total assets....................................   $46,102,177   $ 48,098,021   $49,432,871
                                                       ===========   ============   ===========
LIABILITIES
Domestic deposits:
  Noninterest bearing...............................   $18,736,656   $ 19,205,596   $20,554,303
  Interest bearing..................................    18,238,967     19,480,868    19,449,197
Foreign deposits:
  Noninterest bearing...............................       661,004        435,999       397,765
  Interest bearing..................................     1,368,928      1,053,373     1,310,001
                                                       -----------   ------------   -----------
    Total deposits..................................    39,005,555     40,175,836    41,711,266
Federal funds purchased and securities sold under
  repurchase agreements.............................       325,238        587,249       400,570
Commercial paper....................................       478,039        824,887     1,042,795
Other borrowed funds................................       204,681        172,549       126,662
Acceptances outstanding.............................        50,554         55,914        55,872
Other liabilities(1)................................     1,186,783      1,157,439     1,169,573
Medium and long-term debt...........................       836,023        816,113       803,233
Junior subordinated debt payable to subsidiary
  grantor trust.....................................        16,243         15,790        15,677
                                                       -----------   ------------   -----------
    Total liabilities...............................    42,103,116     43,805,777    45,325,648
                                                       -----------   ------------   -----------
Commitments and contingencies--See Note 9

STOCKHOLDERS' EQUITY
Preferred stock:
  Authorized 5,000,000 shares, no shares issued or
    outstanding as of March 31, 2004, December 31,
    2004, and March 31, 2005........................            --             --            --
Common stock, par value $1 per share at March 31,
  2004, December 31, 2004 and March 31, 2005:
  Authorized 300,000,000 shares, issued 148,546,543
   shares as of March 31, 2004, 152,191,818 shares
   as of December 31, 2004, and 152,530,458 shares
   as of March 31, 2005.............................       148,547        152,192       152,530
Additional paid-in capital..........................       688,231        881,928       896,855
Treasury stock--1,071,700 shares as of March 31,
  2004, 3,831,900 shares as of December 31, 2004
  and 7,954,843 shares as of March 31, 2005.........       (56,932)      (223,361)     (463,527)
Retained earnings...................................     3,111,464      3,526,312     3,656,187
Accumulated other comprehensive income (loss).......       107,751        (44,827)     (134,822)
                                                       -----------   ------------   -----------
    Total stockholders' equity......................     3,999,061      4,292,244     4,107,223
                                                       -----------   ------------   -----------
    Total liabilities and stockholders' equity......   $46,102,177   $ 48,098,021   $49,432,871
                                                       ===========   ============   ===========
----------------------------
<FN>

(1)  On December 31, 2004,  UnionBanCal  Corporation  transferred  the allowance
     related to off-balance  sheet commitments of $83 million from allowance for
     loan losses to other liabilities.  At March 31, 2005, the allowance related
     to off-balance sheet commitments was $86 million. Periods prior to December
     31, 2004 have not been restated.
</FN>
</TABLE>


See accompanying notes to condensed consolidated financial statements.

                                       4

<PAGE>



                    UNIONBANCAL CORPORATION AND SUBSIDIARIES
      CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                               ACCUMULATED        TOTAL
                                                        ADDITIONAL                                   OTHER       STOCK-
(IN THOUSANDS, EXCEPT               NUMBER     COMMON      PAID-IN    TREASURY    RETAINED   COMPREHENSIVE     HOLDERS'
SHARES)                          OF SHARES      STOCK      CAPITAL       STOCK    EARNINGS   INCOME (LOSS)       EQUITY
------------------------------ -----------   --------   ----------   ---------   ----------  -------------   ----------
<S>                            <C>           <C>        <C>          <C>         <C>         <C>             <C>
BALANCE DECEMBER 31, 2003..... 146,000,156   $146,000   $  555,156   $ (12,846)  $2,999,884  $      52,242   $3,740,436
                                             --------   ----------   ---------   ----------  -------------   ----------
Comprehensive income
  Net income--For the three
    months ended March 31,
    2004......................                                                      157,487                     157,487
  Other comprehensive income,
    net of tax:
    Net change in unrealized
      gains on cash flow
      hedges..................                                                                      10,237       10,237
    Net change in unrealized
      gains on securities
      available for sale......                                                                      44,658       44,658
    Foreign currency transla-
      tion adjustment.........                                                                         614          614
                                                                                                             ----------
Total comprehensive income....                                                                                  212,996
Dividend reinvestment plan....         144                       9                                                    9
Deferred compensation -
  restricted stock awards.....                                                           64                          64
Stock options exercised.......     537,524        538       20,497                                               21,035
Stock issued in acquisitions..   2,008,719      2,009      112,569                                              114,578
Common stock repurchased(1)...                                         (44,086)                                 (44,086)
Dividends declared on common
  stock, $0.31 per share(2)...                                                      (45,971)                    (45,971)
                                             --------   ----------   ---------   ----------  -------------   ----------
Net change....................                  2,547      133,075     (44,086)     111,580         55,509      258,625
                               -----------   --------   ----------   ---------   ----------  -------------   ----------
BALANCE MARCH 31, 2004........ 148,546,543   $148,547   $  688,231   $ (56,932)  $3,111,464  $     107,751   $3,999,061
                               ===========   ========   ==========   =========   ==========  =============   ==========

BALANCE DECEMBER 31, 2004..... 152,191,818   $152,192   $  881,928   $(223,361)  $3,526,312  $     (44,827)  $4,292,244
                                             --------   ----------   ---------   ----------  -------------   ----------
Comprehensive income
  Net income--For the three
    months ended March 31,
    2005......................                                                      181,977                     181,977
  Other comprehensive income,
    net of tax:
    Net change in unrealized
      losses on cash flow
      hedges..................                                                                     (23,894)     (23,894)
    Net change in unrealized
      losses on securities
      available for sale......                                                                     (66,382)     (66,382)
    Foreign currency transla-
      tion adjustment.........                                                                         297          297
    Minimum pension liability
      adjustment..............                                                                         (16)         (16)
                                                                                                             ----------
Total comprehensive income....                                                                                   91,982
Dividend reinvestment plan....                                                                                       --
Deferred compensation -
  restricted stock awards.....                                                          100                         100
Stock options exercised.......     338,640        338       14,927                                               15,265
Common stock repurchased(1)...                                        (240,166)                                (240,166)
Dividends declared on common
  stock, $0.36 per share(2)...                                                      (52,202)                    (52,202)
                                             --------   ----------   ---------   ----------  -------------   ----------
Net change....................                    338       14,927    (240,166)     129,875        (89,995)    (185,021)
                               -----------   --------   ----------   ---------   ----------  -------------   ----------
BALANCE MARCH 31, 2005........ 152,530,458   $152,530   $  896,855   $(463,527)  $3,656,187  $    (134,822)  $4,107,223
                               ===========   ========   ==========   =========   ==========  =============   ==========
------------------
<FN>

(1)  Common stock repurchased includes commission costs.

(2)  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>


                    UNIONBANCAL CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                          FOR THE THREE MONTHS
                                                                             ENDED MARCH 31,
                                                                        ------------------------
(DOLLARS IN THOUSANDS)                                                      2004         2005
---------------------------------------------------------------------   -----------   ----------
<S>                                                                     <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income.........................................................   $   157,487   $  181,977
  Adjustments to reconcile net income to net cash provided by
    (used in) operating activities:
    (Reversal of) provision for loan losses..........................        (5,000)      (8,000)
    Provision for losses on off-balance sheet commitments............            --        3,000
    Depreciation, amortization and accretion.........................        32,269       34,898
    Provision for deferred income taxes..............................        29,638       37,605
    Gains on securities available for sale...........................        (1,622)        (344)
    Net increase in prepaid expenses.................................       (79,954)    (135,457)
    Net (increase) decrease in fees and other charges
      receivable.....................................................       (61,338)      30,648
    Net increase (decrease) in accrued expenses......................        38,738      (42,887)
    Net increase (decrease) in other liabilities.....................       122,371       32,988
    Net (increase) decrease in other assets, net of
      acquisitions...................................................       208,457     (107,856)
    Net (increase) decrease in trading account assets................       (32,376)         273
    Loans originated for resale......................................       (93,286)     (35,640)
    Net proceeds from sale of loans originated for resale............        72,471      114,823
    Other, net.......................................................        (2,208)      (7,093)
                                                                        -----------   ----------
    Total adjustments................................................       228,160      (83,042)
                                                                        -----------   ----------
  Net cash provided by (used in) operating activities................       385,647       98,935
                                                                        -----------   ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sales of securities available for sale...............         9,751       24,958
  Proceeds from matured and called securities available for
    sale.............................................................       833,531      353,201
  Purchases of securities available for sale, net of
    acquisitions.....................................................    (1,558,943)    (580,877)
  Net (increase) decrease in loans, net of acquisitions..............       340,447     (711,990)
  Net cash provided by (paid in) acquisitions........................        (2,287)          --
  Other, net.........................................................       (35,540)     (15,327)
                                                                        -----------   ----------
    Net cash provided by (used in) investing activities..............      (413,041)    (930,035)
                                                                        -----------   ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net increase (decrease) in deposits, net of acquisitions...........     2,892,915    1,535,430
  Net increase (decrease) in federal funds purchased and
    securities sold under repurchase agreements......................        44,270     (186,679)
  Net increase (decrease) in commercial paper and other
    borrowed funds...................................................       (71,638)     172,021
  Repayment of junior subordinated debt..............................      (360,825)          --
  Common stock repurchased...........................................       (44,086)    (240,166)
  Payments of cash dividends.........................................       (45,158)     (53,548)
  Other, net.........................................................        21,658       15,562
                                                                        -----------   ----------
    Net cash provided by (used in) financing activities..............     2,437,136    1,242,620
                                                                        -----------   ----------
Net increase (decrease) in cash and cash equivalents.................     2,409,742      411,520
Cash and cash equivalents at beginning of period.....................     3,499,005    3,548,040
Effect of exchange rate changes on cash and cash equivalents.........         6,508       (3,525)
                                                                        -----------   ----------
Cash and cash equivalents at end of period...........................   $ 5,915,255   $3,956,035
                                                                        ===========   ==========
CASH PAID DURING THE PERIOD FOR:
  Interest...........................................................   $    26,465   $   59,740
  Income taxes.......................................................        17,753       41,325
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING
  ACTIVITIES:
  Acquisitions:
    Fair value of assets acquired....................................   $   803,713   $       --
    Purchase price:
      Cash...........................................................       (21,772)          --
      Stock issued...................................................      (114,578)          --
                                                                        -----------   ----------
    Liabilities assumed..............................................   $   667,363   $       --
                                                                        ===========   ==========
  Loans transferred to foreclosed assets (OREO) and/or
    distressed loans held for sale...................................   $       967   $       --

</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       6

<PAGE>


                    UNIONBANCAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

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 (SEC).  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, 2005 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  Annual Report on Form 10-K for the year ended  December 31, 2004. 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.

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

     Since November 1999 through March 31, 2005, the Company has announced stock
repurchase  plans  totaling $700 million,  and as of March 31, 2005, the Company
was  authorized  to repurchase  $51 million of the Company's  common stock under
these repurchase plans. The Company repurchased $58 million,  $210 million,  and
$40  million  of  common  stock in 2003,  2004 and the  first  quarter  of 2005,
respectively,  as part of these  repurchase  plans (amounts  exclude  commission
costs).  Under a separate stock repurchase  agreement,  the Company  repurchased
$200 million of its common stock in February 2005, from its majority owner,  The
Bank of  Tokyo-Mitsubishi,  Ltd.  (BTM),  which is a wholly-owned  subsidiary of
Mitsubishi   Tokyo  Financial   Group,   Inc.  At  March  31,  2005,  BTM  owned
approximately 61 percent of the Company's outstanding common stock.

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

STOCK-BASED COMPENSATION

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

     At March 31, 2005, the Company had two  stock-based  employee  compensation
plans. For further discussion  concerning our stock-based employee  compensation
plans see Note 15 of the Notes to Consolidated  Financial Statements included in
the Annual Report on Form 10-K for the year ended  December 31, 2004.  The value
of the  restricted  stock awards  issued  under the plans has been  reflected in


                                       7

<PAGE>


                    UNIONBANCAL CORPORATION AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)


NOTE 1--BASIS OF PRESENTATION AND NATURE OF OPERATIONS (CONTINUED)

compensation  expense.  Options  granted  under the plans had an exercise  price
equal to the market  value of the  underlying  common stock on the date of grant
and, therefore,  were not included in compensation expense as allowed by current
US GAAP.

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

                                                     FOR THE THREE MONTHS
                                                         ENDED MARCH 31,
                                                    -----------------------
(DOLLARS IN THOUSANDS)                                2004           2005
-------------------------------------------------   --------       --------
AS REPORTED NET INCOME...........................   $157,487       $181,977
Stock option-based employee compensation expense
 (determined under fair value based method for
  all awards, net of taxes)......................     (6,532)        (5,544)
                                                    --------       --------
Pro forma net income, after stock option-based
  employee compensation expense..................   $150,955       $176,433
                                                    ========       ========
EARNINGS PER SHARE--BASIC
    As reported..................................   $   1.07       $   1.24
    Pro forma....................................   $   1.02       $   1.20
EARNINGS PER SHARE--DILUTED
    As reported..................................   $   1.05       $   1.21
    Pro forma....................................   $   1.01       $   1.18

     Compensation cost associated with the Company's  unvested  restricted stock
issued under the management  stock plan is measured based on the market price of
the  stock  at  the  grant  date  and  is  expensed  over  the  vesting  period.
Compensation  expense  related to  restricted  stock awards for the three months
ended March 31, 2004 and 2005 were not significant.

NOTE 2--RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS


     ACCOUNTING   FOR   EMPLOYERS'   DISCLOSURES   ABOUT   PENSIONS   AND  OTHER
     POSTRETIREMENT BENEFITS

     In December 2003, the Financial  Accounting  Standards  Board (FASB) issued
SFAS No.  132R,  a  revision  of SFAS No.  132,  "Employers'  Disclosures  about
Pensions and Other Postretirement  Benefits, an amendment of FASB Statements No.
87, 88, and 106." The Statement expands the disclosure  requirements of SFAS No.
132 to include information describing types of plan assets, investment strategy,
measurement  date(s),  plan  obligations,  cash  flows,  and  components  of net
periodic  benefit  costs of  defined  pension  plans and other  defined  benefit
postretirement  plans. The Statement was effective for financial statements with
fiscal years ending after  December 15,  2003,  with  additional  disclosure  of
expected benefits to be paid in each of the next five years and in the aggregate
for the five years  thereafter  required  for fiscal years ending after June 15,
2004. The  disclosures  required under SFAS No. 132R are contained in Note 10 of
these condensed consolidated financial statements.


                                       8

<PAGE>


                    UNIONBANCAL CORPORATION AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)


NOTE 2--RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONTINUED)

     ACCOUNTING FOR SHARE-BASED PAYMENTS

     In December 2004, the FASB issued SFAS No. 123R,  "Share-Based  Payment", a
revision  of SFAS No. 123.  This  Statement  requires  that  compensation  costs
related to  share-based  payment  transactions  be  recognized  in the financial
statements.  Measurement  of the cost of employee  service  will be based on the
grant-date fair value of the equity or liability  instruments  issued. That cost
will be  recognized  over the period  during  which an  employee  is required to
provide service in exchange for the award.  Additionally,  liability awards will
be  remeasured  each  reporting  period.  Statement  123R replaces SFAS No. 123,
"Accounting  for  Stock-Based  Compensation"  and supersedes APB Opinion No. 25,
"Accounting  for Stock Issued to Employees".  This Statement  requires  adoption
using  a  modified   prospective   application   or  a  modified   retrospective
application. The Statement is effective for interim periods beginning after June
15, 2005. However, on April 14, 2005, the SEC issued rule 2005-57,  which allows
companies to delay  implementation of the Statement to the beginning of the next
fiscal year. The Company has not yet concluded on the method of adoption allowed
by the  Statement  and is  currently  evaluating  the impact of this  accounting
guidance  on its  financial  condition  and  results of  operations.  Disclosure
required under SFAS No. 123 is shown in Note 1 of these  condensed  consolidated
financial statements.

     CONSOLIDATION OF VARIABLE INTEREST ENTITIES

     In  January  2003,  the  FASB  issued   Interpretation  No.  46  (FIN  46),
"Consolidation of Variable Interest  Entities".  FIN 46 provides guidance on how
to identify a variable interest entity (VIE), and when the assets,  liabilities,
noncontrolling  interests and results of operations of a VIE need to be included
in a company's consolidated  financial statements.  A VIE exists when either the
total  equity  investment  at risk is not  sufficient  to permit  the  entity to
finance its  activities by itself,  or the equity  investors  lack a controlling
financial  interest or they have voting  rights  that are not  proportionate  to
their economic  interest.  A company that holds variable  interests in an entity
will need to  consolidate  that entity if the  company's  interest in the VIE is
such that the company will absorb a majority of the VIE's expected losses and/or
receive a majority of the VIE's expected residual returns, if they occur. FIN 46
also  requires  additional   disclosures  by  primary  beneficiaries  and  other
significant variable interest holders.

     In  December  2003,  the FASB issued FIN 46R, a revision of FIN 46. FIN 46R
clarifies  that  only the  holder  of a  variable  interest  can ever be a VIE's
primary  beneficiary.  FIN  46R  delays  the  effective  date  of FIN 46 for all
entities created  subsequent to January 31, 2003 and non-SPE's  (special-purpose
entities)  created prior to February 1, 2003 to reporting  periods  ending after
March 15, 2004.  Entities created prior to February 1, 2004 and defined as SPE's
must apply either the  provisions of FIN 46 or early adopt the provisions of FIN
46R by the first  reporting  period ending after December 15, 2003. The adoption
of FIN 46R on January 1, 2004 did not have a  material  impact on the  Company's
financial position or results of operations.

     ACCOUNTING FOR CERTAIN LOANS ACQUIRED IN A TRANSFER

     In December 2003,  under  clearance of the FASB,  the Accounting  Standards
Executive  Committee  (AcSEC) of the AICPA issued  Statement  of Position  (SOP)
03-3,  "Accounting for Certain Loans or Debt Securities Acquired in a Transfer."
This SOP establishes  accounting standards for discounts on purchased loans when
the discount is attributable  to credit quality.  The SOP requires that the loan
discount,  rather than contractual amounts,  establishes the investor's estimate
of undiscounted expected future principal


                                       9

<PAGE>


                    UNIONBANCAL CORPORATION AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)


NOTE 2--RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONTINUED)

and interest  cash flows as a benchmark for yield and  impairment  measurements.
The SOP  prohibits  the  carryover  or creation of a valuation  allowance in the
initial  accounting for these loans. This SOP is effective for loans acquired in
years beginning after December 15, 2004. At adoption, there was no impact on the
Company's financial position or results of operations.

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, 2004 and 2005.

<TABLE>
<CAPTION>


                                                              THREE MONTHS ENDED MARCH 31,
                                                       ----------------------------------------------
                                                               2004                     2005
                                                       --------------------     ---------------------
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)            BASIC      DILUTED       BASIC       DILUTED
-----------------------------------------------------  --------    --------     --------     --------
<S>                                                    <C>         <C>          <C>          <C>
Net Income...........................................  $157,487    $157,487     $181,977     $181,977
                                                       ========    ========     ========     ========
Weighted average common shares outstanding...........   147,400     147,400      146,998      146,998
Additional shares due to:
Assumed conversion of dilutive stock options.........        --       2,552           --        2,918
                                                       --------    --------     --------     --------
Adjusted weighted average common shares outstanding..   147,400     149,952      146,998      149,916
                                                       ========    ========     ========     ========
Net income per share.................................  $   1.07    $   1.05     $   1.24     $   1.21
                                                       ========    ========     ========     ========

</TABLE>


























                                       10

<PAGE>


                    UNIONBANCAL CORPORATION AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)


NOTE 4--ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

     The following table presents the components of other  comprehensive  income
(loss) and the related tax effect allocated to each component.

<TABLE>
<CAPTION>

                                                          BEFORE
                                                            TAX          TAX        NET OF
(DOLLARS IN THOUSANDS)                                    AMOUNT       EFFECT         TAX
---------------------------------------------------     ---------     --------     --------
<S>                                                     <C>           <C>          <C>
FOR THE THREE MONTHS ENDED MARCH 31, 2004:
Cash flow hedge activities:
  Unrealized net gains on hedges arising during
    the period.....................................     $  40,087     $(15,333)    $ 24,754
  Reclassification adjustment for net gains on
    hedges included in net income..................       (23,509)       8,992      (14,517)
                                                        ---------     --------     --------
Net change in unrealized gains on hedges...........        16,578       (6,341)      10,237
                                                        ---------     --------     --------
Securities available for sale:
  Unrealized holding gains arising during the
    period on securities available for sale........        73,943      (28,283)      45,660
  Reclassification adjustment for net gains on
    securities available for sale included in
    net income.....................................        (1,622)         620       (1,002)
                                                        ---------     --------     --------
Net change in unrealized gains on securities
  available for sale...............................        72,321      (27,663)      44,658
                                                        ---------     --------     --------
Foreign currency translation adjustment............           994         (380)         614
                                                        ---------     --------     --------
Net change in accumulated other comprehensive
  income (loss)....................................     $  89,893     $(34,384)    $ 55,509
                                                        =========     ========     ========
FOR THE THREE MONTHS ENDED MARCH 31, 2005:
Cash flow hedge activities:
  Unrealized net losses on hedges arising during
    the period.....................................     $ (32,277)    $ 12,346     $(19,931)
  Reclassification adjustment for net gains on
    hedges included in net income..................        (6,418)       2,455       (3,963)
                                                        ---------     --------     --------
Net change in unrealized losses on hedges..........       (38,695)      14,801      (23,894)
                                                        ---------     --------     --------
Securities available for sale:
  Unrealized holding losses arising during the
    period on securities available for sale........      (107,158)      40,988      (66,170)
  Reclassification adjustment for net gains on
    securities available for sale included in
    net income.....................................          (344)         132         (212)
                                                        ---------     --------     --------
Net change in unrealized losses on securities
  available for sale...............................      (107,502)      41,120      (66,382)
                                                        ---------     --------     --------
Foreign currency translation adjustment............           481         (184)         297
                                                        ---------     --------     --------
Minimum pension liability adjustment...............           (26)          10          (16)
                                                        ---------     --------     --------
Net change in accumulated other comprehensive
  income (loss)....................................     $(145,742)    $ 55,747     $(89,995)
                                                        =========     ========     ========

</TABLE>


                                       11

<PAGE>


                    UNIONBANCAL CORPORATION AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)


NOTE 4--ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (CONTINUED)

     The following table presents  accumulated other comprehensive income (loss)
balances.

<TABLE>
<CAPTION>


                                                         NET
                                        NET          UNREALIZED
                                    UNREALIZED     GAINS (LOSSES)     FOREIGN      MINIMUM      ACCUMULATED
                                  GAINS (LOSSES)    ON SECURITES      CURRENCY     PENSION         OTHER
                                     ON CASH          AVAILABLE     TRANSLATION   LIABILITY    COMPREHENSIVE
(DOLLARS IN THOUSANDS)             FLOW HEDGES        FOR SALE       ADJUSTMENT   ADJUSTMENT   INCOME (LOSS)
-------------------------------   --------------   --------------   -----------   ----------   -------------
<S>                                      <C>              <C>          <C>           <C>             <C>
BALANCE, DECEMBER 31, 2003.....          $43,786          $22,535      $(10,293)     $(3,786)        $52,242
Change during the period.......           10,237           44,658           614           --          55,509
                                  --------------   --------------   -----------   ----------   -------------
BALANCE, MARCH 31, 2004........          $54,023          $67,193       $(9,679)     $(3,786)       $107,751
                                  ==============   ==============   ===========   ==========   =============

BALANCE, DECEMBER 31, 2004.....           $1,429         $(31,696)      $(7,870)     $(6,690)       $(44,827)
Change during the period.......          (23,894)         (66,382)          297          (16)        (89,995)
                                  --------------   --------------   -----------   ----------   -------------
BALANCE, MARCH 31, 2005........         $(22,465)        $(98,078)      $(7,573)     $(6,706)      $(134,822)
                                  ==============   ==============   ===========   ==========   =============

</TABLE>


NOTE 5--BUSINESS COMBINATIONS

     The following describes the Company's most recent acquisitions:

     On January 16, 2004, the Company completed its acquisition of Business Bank
of California,  a commercial bank  headquartered in San Bernardino,  California,
with $704  million in assets and fifteen  full-service  branches in the Southern
California  Inland  Empire  and the San  Francisco  Bay Area.  The core  deposit
intangibles are being  amortized on an accelerated  basis over an estimated life
of 6 years.

     On August 1, 2004,  the Company  completed its  acquisition of the business
portfolio of CNA Trust Company  (CNAT).  The Company  acquired  total assets and
assumed total  liabilities  of $173 million,  each.  CNAT,  based in Costa Mesa,
California,  was a subsidiary of Chicago-based  CNA Financial  Corporation.  The
identifiable  intangibles  are being  amortized on an accelerated  basis over an
estimated life of 7 years.

     On October 28,  2004,  the Company  completed  its  acquisition  of Jackson
Federal  Bank, a savings bank  headquartered  in Brea,  California.  The Company
acquired  approximately $1.4 billion in total assets and fourteen branches.  The
core deposit  intangibles  are being  amortized on an accelerated  basis over an
estimated life of 7 years.













                                       12

<PAGE>


                    UNIONBANCAL CORPORATION AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)


NOTE 6--GOODWILL AND INTANGIBLE ASSETS

     The changes in the carrying  amount of goodwill and  intangible  assets for
2004 and the three months ended March 31, 2005 are reflected in the table below.

<TABLE>
<CAPTION>


                                                                     IDENTIFIABLE INTANGIBLE ASSETS
                                                         -------------------------------------------------------
                                                         CORE DEPOSIT   RIGHTS-TO-            TOTAL IDENTIFIABLE
DOLLARS IN THOUSANDS                          GOODWILL    INTANGIBLES   EXPIRATION    OTHER    INTANGIBLE ASSETS
-------------------------------------------   --------   ------------   ----------   ------   ------------------
<S>                                           <C>             <C>          <C>          <C>         <C>
Balance, December 31, 2003.................   $226,556        $22,117      $27,475   $   --         $49,592
  Amounts recorded during the year.........    224,405         29,516           --    2,100          31,616
  Amortization expense.....................         --        (14,272)      (4,942)    (257)        (19,471)
                                              --------   ------------   ----------   ------         -------
Balance, December 31, 2004.................   $450,961        $37,361      $22,533   $1,843         $61,737
  Amounts recorded during the three months
    ended March 31, 2005...................         --             --           --       --              --
  Net adjustment arising during contingent
    period.................................       (836)            --           --       --              --
  Amortization expense.....................         --         (3,775)      (1,085)    (126)         (4,986)
                                              --------   ------------   ----------   ------         -------
Balance, March 31, 2005....................   $450,125        $33,586      $21,448   $1,717         $56,751
                                              ========   ============   ==========   ======         =======
Estimated amortization expense for the
years ending:
  Remaining 2005...........................                   $11,321       $3,226     $378         $14,925
  2006.....................................                     9,571        3,672      389          13,632
  2007.....................................                     5,471        3,113      299           8,883
  2008.....................................                     3,245        2,622      231           6,098
  2009.....................................                     1,764        2,188      178           4,130
  2010.....................................                       807        1,805      138           2,749
  thereafter...............................                     1,407        4,822      104           6,334
                                                         ------------   ----------   ------         -------
  Total amortization expense after
    March 31, 2005.........................                   $33,586      $21,448   $1,717         $56,751
                                                         ============   ==========   ======         =======

</TABLE>


NOTE 7--BUSINESS SEGMENTS

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

     o    The Community Banking and Investment  Services Group offers a range of
          banking  services,  primarily  to  individuals  and small  businesses,
          delivered  generally through a tri-state  (California,  Washington and
          Oregon)  network  of  branches  and  ATMs.   These  services   include
          mortgages, home equity lines of credit, consumer and commercial loans,
          deposit  services and cash  management as well as  fiduciary,  private
          banking,  investment and asset management services for individuals and
          institutions,   and  risk   management  and  insurance   products  for
          businesses and individuals. At March 31, 2004 and 2005, this Group had
          $313.2 million and $325.7 million,  respectively, of goodwill assigned
          to its businesses.

     o    The  Commercial  Financial  Services  Group  provides  credit and cash
          management  services to large corporate and  middle-market  companies.
          Services include  commercial and project loans, real estate



                                       13

<PAGE>


                    UNIONBANCAL CORPORATION AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)


NOTE 7--BUSINESS SEGMENTS (CONTINUED)

          financing, asset-based financing, trade finance and letters of credit,
          lease  financing,  customized  cash  management  services and selected
          capital  markets  products.  At March  31,  2004,  this  Group  had no
          goodwill  assigned to its  businesses  compared  to $124.4  million of
          goodwill assigned to its businesses at March 31, 2005.

     o    The  International  Banking  Group  primarily  provides  correspondent
          banking and  trade-finance  products  and  services  to  international
          financial  institutions.  The Group's revenue predominantly relates to
          foreign customers.

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

     The  information,  set forth in the table on the following  page,  reflects
selected  income  statement  and balance  sheet items by business  segment.  The
information  presented  does  not  necessarily  represent  the  business  units'
financial  condition and results of operations were they  independent  entities.
Unlike  financial  accounting,  there is no  authoritative  body of guidance for
management accounting equivalent to US GAAP. Consequently,  reported results are
not necessarily comparable with those presented by other companies.  Included in
the table  within  total  assets are the amounts of goodwill  for each  business
segment as of March 31, 2004 and 2005.

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

     "Other" is comprised of certain parent company non-bank  subsidiaries,  the
elimination  of the fully  taxable-equivalent  basis  amount,  the amount of the
provision for loan losses  over/(under)  the RAROC expected loss for the period,
the earnings  associated with the unallocated  equity capital and allowances for
credit  losses,  and the  residual  costs of support  groups.  In  addition,  it
includes the Pacific Rim Corporate  Group,  which offers  financial  products to
Japanese-owned  subsidiaries located in the U.S. On an individual basis, none of
the items in "Other" are significant to the Company's business.


                                       14

<PAGE>


                    UNIONBANCAL CORPORATION AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)


NOTE 7--BUSINESS SEGMENTS (CONTINUED)

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

<TABLE>
<CAPTION>


                                      COMMUNITY BANKING AND
                                       INVESTMENT SERVICES     COMMERCIAL FINANCIAL      INTERNATIONAL
                                              GROUP                SERVICES GROUP        BANKING GROUP
                                      ---------------------    --------------------    ------------------
                                                AS OF AND FOR THE THREE MONTHS ENDED MARCH 31,
                                      -------------------------------------------------------------------
                                        2004         2005        2004        2005        2004      2005
---------------------------------     --------     --------    --------    --------    -------    -------
<S>                                   <C>          <C>         <C>         <C>         <C>        <C>
RESULTS OF OPERATIONS (DOLLARS
  IN THOUSANDS):
Net interest income (expense)....     $174,713     $220,822    $157,487    $198,136    $ 7,575    $ 7,471
Noninterest income...............      116,600      133,433      69,627      64,793     18,189     17,658
                                      --------     --------    --------    --------    -------    -------
Total revenue....................      291,313      354,255     227,114     262,929     25,764     25,129
Noninterest expense..............      218,956      256,782     104,627     108,862     15,683     18,345
Credit expense (income)..........        7,786        8,910      31,226      23,667        605        436
                                      --------     --------    --------    --------    -------    -------
Income (loss) before income tax
  expense (benefit)..............       64,571       88,563      91,261     130,400      9,476      6,348
Income tax expense (benefit).....       24,698       33,875      28,303      43,080      3,625      2,428
                                      --------     --------    --------    --------    -------    -------
Net income (loss)................     $ 39,873     $ 54,688    $ 62,958    $ 87,320    $ 5,851    $ 3,920
                                      ========     ========    ========    ========    =======    =======
TOTAL ASSETS, END OF PERIOD
  (dollars in millions):              $ 13,414     $ 16,235    $ 14,048    $ 17,983    $ 2,134    $ 2,024
                                      ========     ========    ========    ========    =======    =======

</TABLE>

<TABLE>
<CAPTION>


                                              GLOBAL                                       UNIONBANCAL
                                          MARKETS GROUP               OTHER                CORPORATION
                                      ---------------------    --------------------    -------------------
                                               AS OF AND FOR THE THREE MONTHS ENDED MARCH 31,
                                      --------------------------------------------------------------------
                                        2004         2005        2004        2005        2004       2005
---------------------------------     --------     --------    --------    --------    --------   --------
<S>                                   <C>          <C>         <C>         <C>         <C>        <C>
RESULTS OF OPERATIONS (DOLLARS
  IN THOUSANDS):
Net interest income (expense)....     $ 38,440     $ (6,253)   $ 22,206    $ 20,623    $400,421   $440,799
Noninterest income...............        1,541          839       5,248       6,038     211,205    222,761
                                      --------     --------    --------    --------    --------   --------
Total revenue....................       39,981       (5,414)     27,454      26,661     611,626    663,560
Noninterest expense..............        6,427        4,183      27,413      19,295     373,106    407,467
Credit expense (income)..........           50           55     (44,667)    (41,068)     (5,000)    (8,000)
                                      --------     --------    --------    --------    --------   --------
Income (loss) before income tax
  expense (benefit)..............       33,504       (9,652)     44,708      48,434     243,520    264,093
Income tax expense (benefit).....       12,815       (3,692)     16,592       6,425      86,033     82,116
                                      --------     --------    --------    --------    --------   --------
Net income (loss)................     $ 20,689     $ (5,960)   $ 28,116    $ 42,009    $157,487   $181,977
                                      ========     ========    ========    ========    ========   ========
TOTAL ASSETS, END OF PERIOD
  (dollars in millions):.........     $ 15,461     $ 12,053    $  1,045    $  1,138    $ 46,102   $ 49,433
                                      ========     ========    ========    ========    ========   ========

</TABLE>


NOTE 8--DERIVATIVE INSTRUMENTS AND OTHER FINANCIAL INSTRUMENTS USED FOR HEDGING

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




                                       15

<PAGE>


                    UNIONBANCAL CORPORATION AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)


NOTE 8--DERIVATIVE INSTRUMENTS AND OTHER FINANCIAL INSTRUMENTS USED FOR HEDGING
        (CONTINUED)

     CASH FLOW HEDGES

     HEDGING STRATEGIES FOR VARIABLE RATE LOANS AND CERTIFICATES OF DEPOSIT

     The Company  engages in several types of cash flow hedging  strategies  for
which the hedged transactions are forecasted future loan interest payments,  and
the  hedged  risk is the  variability  in those  payments  due to changes in the
designated  benchmark rate,  e.g., U.S. 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 are aligned.
Cash flow hedging  strategies  include the utilization of purchased floor,  cap,
corridor  options and  interest  rate swaps.  At March 31,  2005,  the  weighted
average remaining life of the currently active (excluding any forward positions)
cash flow hedges was approximately 1.3 years.

     The Company uses purchased  interest rate floors to hedge the variable cash
flows associated with 1-month to 6-month LIBOR indexed loans.  Payments received
under the floor  contract  offset the decline in loan interest  income caused by
the relevant LIBOR index falling below the floor's strike rate.

     The Company uses interest  rate floor  corridors to hedge the variable cash
flows associated with 1-month to 6-month LIBOR indexed loans. Net payments to be
received under the floor corridor  contracts offset the decline in loan interest
income caused by the relevant  LIBOR index falling  below the  corridor's  upper
strike  rate,  but only to the extent the index falls to the lower  strike rate.
The corridor will not provide  protection  from  declines in the relevant  LIBOR
index to the extent it falls below the corridor's lower strike rate.

     The Company uses  interest  rate  collars to hedge the variable  cash flows
associated  with  1-month to 6-month  LIBOR  indexed  loans.  Net payments to be
received under the collar  contract  offset the decline in loan interest  income
caused by the relevant  LIBOR index falling below the collar's floor strike rate
while net payments to be paid will reduce the increase in loan  interest  income
caused by the LIBOR index rising above the collar's cap strike rate.

     The  Company  uses  interest  rate swaps to hedge the  variable  cash flows
associated with 1-month to 6-month LIBOR indexed loans.  Payments to be received
(or paid) under the swap contract will offset the  fluctuations in loan interest
income caused by changes in the relevant LIBOR index. As such, these instruments
hedge all  fluctuations  in the loans'  interest income caused by changes in the
relevant LIBOR index.

     The  Company  uses  purchased  interest  rate  caps to hedge  the  variable
interest  cash flows  associated  with the  forecasted  issuance and rollover of
short-term,  fixed rate,  negotiable  certificates  of deposit  (CDs).  In these
hedging  relationships,  the Company hedges the LIBOR component of the CD rates,
which is 1-month to 6-month LIBOR,  based on the CDs' original term to maturity,
which reflects their repricing frequency.  Net payments to be received under the
cap  contract  offset the  increase in interest  expense  caused by the relevant
LIBOR index rising above the cap's strike rate.

     The Company uses  interest  rate cap  corridors to hedge the variable  cash
flows associated with the forecasted issuance and rollover of short-term,  fixed
rate,  negotiable  CDs. In these hedging  relationships,  the Company hedges the
LIBOR component of the CD rates, either 1-month LIBOR, 3-month LIBOR, or 6-month
LIBOR,  based on the original term to maturity of the CDs,  which reflects their
repricing frequency. Net payments to be received under the cap corridor contract
offset the increase in deposit


                                       16

<PAGE>


                    UNIONBANCAL CORPORATION AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)


NOTE 8--DERIVATIVE INSTRUMENTS AND OTHER FINANCIAL INSTRUMENTS USED FOR HEDGING
        (CONTINUED)

interest  expense caused by the relevant LIBOR index rising above the corridor's
lower  strike  rate,  but only to the extent the index rises to the upper strike
rate.  The corridor will not provide  protection  from increases in the relevant
LIBOR index to the extent it rises above the corridor's upper strike rate.

     Hedging  transactions  are  structured  at  inception  so that the notional
amounts of the hedge are matched with an equal principal amount of loans or CDs,
the index and repricing  frequencies  of the hedge matches those of the loans or
CDs, and the period in which the designated hedged cash flows occurs is equal to
the term of the  hedge.  As such,  most of the  ineffectiveness  in the  hedging
relationship  results from the mismatch between the timing of reset dates on the
hedge  versus  those of the loans or CDs.  In the  first  quarter  of 2005,  the
Company recognized a net loss of $0.1 million due to  ineffectiveness,  which is
recognized in noninterest expense, compared to a net loss of $1.5 million in the
first quarter of 2004.

     FAIR VALUE HEDGES

     HEDGING STRATEGY FOR "MARKETPATH" CERTIFICATES OF DEPOSIT

     The Company  engages in a hedging  strategy in which  interest  bearing CDs
issued to  customers,  which are tied to the changes in the  Standard and Poor's
500 index, are exchanged for a fixed rate of interest.  The Company accounts for
the  embedded  derivative  in the CDs at fair  value.  A total  return swap that
encompasses the value of a series of options that had  individually  hedged each
CD is valued at fair value and any ineffectiveness  resulting from the hedge and
the hedged item are recognized in noninterest expense.

     HEDGING  STRATEGY FOR  UNIONBANCAL  CORPORATION--JUNIOR  SUBORDINATED  DEBT
     PAYABLE TO SUBSIDIARY GRANTOR TRUST (TRUST NOTES)

     On  February  19,  2004,  the Company  terminated  its fair value hedge and
called its Trust Notes.  Prior to this date, the Company  engaged in an interest
rate  hedging  strategy in which an  interest  rate swap was  associated  with a
specific interest bearing liability,  UnionBanCal  Corporation's Trust Notes, in
order to convert the liability from a fixed rate to a floating rate  instrument.
This strategy mitigated the changes in fair value of the hedged liability caused
by changes in the designated  benchmark interest rate, U.S. dollar LIBOR. At the
termination  date,  the Company  recognized  a net gain of $1.6 million of hedge
ineffectiveness.

     HEDGING STRATEGY FOR MEDIUM-TERM NOTES

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

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


                                       17

<PAGE>


                    UNIONBANCAL CORPORATION AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)


NOTE 8--DERIVATIVE INSTRUMENTS AND OTHER FINANCIAL INSTRUMENTS USED FOR HEDGING
        (CONTINUED)

     HEDGING STRATEGY FOR SUBORDINATED DEBT

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

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

     OTHER

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

NOTE 9--GUARANTEES

     Standby and commercial letters of credit are conditional commitments issued
to guarantee the performance of a customer to a third party.  Standby letters of
credit  generally  are  contingent  upon the failure of the  customer to perform
according to the terms of the  underlying  contract with the third party,  while
commercial  letters of credit are issued  specifically to facilitate  foreign or
domestic trade  transactions.  The majority of these types of  commitments  have
terms of one year or less.  Collateral  may be  obtained  based on  management's
credit  assessment of the customer.  As of March 31, 2005, the Company's maximum
exposure to loss for standby and  commercial  letters of credit was $3.1 billion
and $196.2 million,  respectively.  At March 31, 2005, the carrying value of the
Company's  standby  and  commercial  letters  of credit  totaled  $6.4  million.
Exposure to loss related to these  commitments  are covered by the allowance for
off-balance  sheet  commitments.  Both of these  amounts  are  included in other
liabilities on the consolidated balance sheet.

     Principal  investments  include  direct  investments  in private and public
companies and indirect  investments in private equity funds.  The Company issues
commitments  to provide  equity and mezzanine  capital  financing to private and
public  companies  through either direct  investments  in specific  companies or
through   investment  funds  and   partnerships.   The  timing  of  future  cash
requirements to fund such  commitments is generally  dependent on the investment
cycle. This cycle, the period over which privately-held  companies are funded by
private equity investors and ultimately sold, merged, or taken public through an
initial  offering,  can vary based on overall  market  conditions as well as the
nature and type of industry in which the companies  operate.  At March 31, 2005,
the Company had commitments to fund principal investments of $69.7 million.

     The  Company  has  contingent   consideration   agreements  that  guarantee
additional  payments to acquired insurance  agencies'  stockholders based on the
agencies'  future  performance in excess of established  revenue and/or earnings
before interest,  taxes,  depreciation and amortization (EBITDA) thresholds.  If
the insurance  agencies' future  performance  exceeds these thresholds  during a
three-year


                                       18

<PAGE>


                    UNIONBANCAL CORPORATION AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)


NOTE 9--GUARANTEES (CONTINUED)

period,   the  Company  will  be  liable  to  make   payments  to  those  former
stockholders.  As of March 31, 2005, the Company had a maximum  exposure of $6.4
million for these agreements, the last of which expire in December 2006.

     The  Company is fund  manager for limited  liability  corporations  issuing
low-income  housing  credit (LIHC)  investments.  LIHC  investments  provide tax
benefits to investors in the form of tax deductions  from  operating  losses and
tax  credits.  To  facilitate  the sale of these LIHC  investments,  the Company
guarantees  the timely  completion  of projects  and  delivery  of tax  benefits
throughout the investment term. Guarantees may include a minimum rate of return,
the  availability  of tax  credits,  and  operating  deficit  thresholds  over a
ten-year average period.  Additionally,  the Company receives project completion
and tax credit  guarantees from the limited liability  corporations  issuing the
LIHC  investments  that reduce the  Company's  ultimate  exposure to loss. As of
March 31, 2005, the Company's  maximum  exposure to loss under these  guarantees
was limited to a return of investor  capital and minimum  investment  yield,  or
$141.4  million.  The  Company  maintains  a reserve of $5.9  million  for these
guarantees.

     The Company has  guarantees  that obligate it to perform if its  affiliates
are unable to discharge their obligations.  These obligations  include guarantee
of commercial  paper  obligations and leveraged lease  transactions.  Guarantees
issued by the Bank for an affiliate's commercial paper program are done in order
to facilitate  their sale. As of March 31, 2005, the Bank had a maximum exposure
to loss under  these  guarantees,  which  have an average  term of less than one
year, of $1.1 billion. The Bank's guarantee is fully collateralized by a pledged
deposit.  UnionBanCal  Corporation guarantees its subsidiaries'  leveraged lease
transactions,  which  have  terms  ranging  from 15 to 30 years.  Following  the
original funding of the leveraged lease  transactions,  UnionBanCal  Corporation
has no material  obligation to be satisfied.  As of March 31, 2005,  UnionBanCal
Corporation had no material exposure to loss under these guarantees.

     The Company conducts  securities  lending  transactions  for  institutional
customers  as  a  fully   disclosed   agent.   At  times,   securities   lending
indemnifications  are issued to guarantee that a security  lending customer will
be made whole in the event the borrower does not return the security  subject to
the lending  agreement and collateral  held is  insufficient to cover the market
value of the security. All lending transactions are collateralized, primarily by
cash. The amount of securities  lent with  indemnifications  was $2.0 billion at
March 31, 2005. The market value of the  associated  collateral was $2.1 billion
at March 31, 2005.
















                                       19

<PAGE>


                    UNIONBANCAL CORPORATION AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)


NOTE 10--PENSION AND OTHER POSTRETIREMENT BENEFITS

     The following tables summarize the components of net periodic benefit costs
for the three months ended March 31, 2004 and 2005.

<TABLE>
<CAPTION>

                                               PENSION BENEFITS            OTHER BENEFITS
                                             --------------------       --------------------
                                             FOR THE THREE MONTHS       FOR THE THREE MONTHS
                                                ENDED MARCH 31,            ENDED MARCH 31,
                                             --------------------       --------------------

(DOLLARS IN THOUSANDS)                         2004        2005           2004        2005
-------------------------------------------  --------     -------       -------      ------
COMPONENTS OF NET PERIODIC BENEFIT COST
<S>                                          <C>          <C>           <C>          <C>
Service cost...............................  $  9,318     $11,392       $ 1,568      $ 1,549
Interest cost..............................    12,602      14,320         2,772        2,228
Expected return on plan assets.............   (20,787)    (23,905)       (2,097)      (2,599)
Amortization of prior service cost.........       267         267           (24)         (24)
Amortization of transition amount..........        --          --           637          509
Recognized net actuarial loss..............     2,822       6,101         1,586          968
                                             --------     -------       -------      -------
Total net periodic benefit cost............  $  4,222     $ 8,175       $ 4,442      $ 2,631
                                             ========     =======       =======      =======

</TABLE>

     In 2004, the Company recorded a $6.1 million  reduction in employee benefit
expense associated with the remeasurement of postretirement benefits as a result
of the Medicare  Prescription  Drug,  Improvement and  Modernization Act of 2003
("The Act").  The reduction is attributable to a federal subsidy provided by The
Act to employers that sponsor  retiree health care plans with drug benefits that
are equivalent to those offered under Medicare Part D. The effect of the subsidy
on  the  measurement  of net  periodic  postretirement  benefit  cost  has  been
recognized since the effective date of The Act, July 1, 2004. As a result, there
was no impact recognized in the first quarter 2004.

NOTE 11--SUBSEQUENT EVENTS

     On April 20, 2005,  the Company's  Board of Directors  declared a quarterly
cash dividend of $0.41 per share of common  stock.  The dividend will be paid on
July 1, 2005 to stockholders of record as of June 3, 2005.

     On April  20,  2005,  the  Company's  Board  of  Directors  authorized  the
repurchase of an additional  $200 million of the  Company's  common stock.  When
combined   with  the  $51  million   remaining   on  its   previous   repurchase
authorizations, the Company has $251 million available for repurchase.










                                       20

<PAGE>


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

     THIS REPORT INCLUDES FORWARD LOOKING STATEMENTS, WHICH INCLUDE FORECASTS OF
OUR  FINANCIAL  RESULTS  AND  CONDITION,  EXPECTATIONS  FOR OUR  OPERATIONS  AND
BUSINESS, AND OUR ASSUMPTIONS FOR THOSE FORECASTS AND EXPECTATIONS.  DO NOT RELY
UNDULY ON FORWARD-LOOKING STATEMENTS.  ACTUAL RESULTS MIGHT DIFFER SIGNIFICANTLY
FROM OUR  FORECASTS AND  EXPECTATIONS.  PLEASE REFER TO "FACTORS THAT MAY AFFECT
FUTURE  RESULTS"  FOR A DISCUSSION  OF SOME  FACTORS  THAT MAY CAUSE  RESULTS TO
DIFFER.

     You should read the following  discussion and analysis of our  consolidated
financial  position and results of our operations for the period ended March 31,
2005 in this  quarterly  report  on Form  10-Q  together  with our  Consolidated
Financial Statements and the Notes to Consolidated Financial Statements included
in our  Annual  Report  on Form  10-K  for the year  ended  December  31,  2004.
Averages, as presented in the following tables, are substantially all based upon
daily average balances.

INTRODUCTION

     We  are  a   California-based,   commercial   bank  holding   company  with
consolidated  assets of $49.4 billion at March 31, 2005. At March 31, 2005,  The
Bank of  Tokyo-Mitsubishi,  Ltd., our majority  owner,  owned  approximately  61
percent of our outstanding common stock.

EXECUTIVE OVERVIEW

     We are  providing  you with an  overview  of what we  believe  are the most
significant  factors and  developments  that  impacted  our first  quarter  2005
results and that could impact our future results. We ask that you carefully read
the rest of this document for more detailed  information that will complete your
understanding of trends, events and uncertainties that impact us.

     In the first  quarter 2005 we returned a  significant  amount of capital in
the form of common stock  repurchases,  which included a $200 million repurchase
from our majority shareholder, The Bank of Tokyo-Mitsubishi, Ltd. In addition on
April 20, 2005, we announced an increase of 14 percent in our quarterly dividend
effective with our next dividend payment on July 1, 2005.

     Overall  credit  quality  in the  commercial  lending  area  continued  its
improving  trend during the first quarter 2005.  Our  nonaccrual  loan portfolio
totaled $102 million at March 31, 2005  compared to $157 million at December 31,
2004 and $257 million at March 31, 2004.  Loan  payoffs,  loan sales,  and a low
level of new inflows contributed to the decline in nonaccrual loans. We reversed
$5 million of our provision for credit losses (an $8 million reversal related to
loans and a $3 million provision for losses on off-balance sheet commitments) in
the first  quarter  2005  compared  with a  reversal  of $5 million in the first
quarter 2004.

     In the first quarter 2005 our net interest  margin grew to 409 basis points
from 403 basis  points at December  31,  2004,  reflecting  the impact of higher
interest  rates and increased  average  balances  from the Jackson  Federal Bank
acquisition in October 2004, offset by lower income from our derivative  hedges.
Gradual  increases in interest rates and growth in our commercial loan portfolio
will continue to positively impact our net interest margin in 2005.

     Noninterest income grew 5.5 percent in the first quarter 2005 compared with
the first quarter 2004  primarily  from higher trust and  investment  management
fees and  private  capital  income.  This  increase  was  offset  by lower  card
processing  fees as we sold our merchant  card  portfolio in the second  quarter
2004.

     Noninterest  expense grew in the first quarter 2005 compared with the first
quarter 2004,  primarily from the investments we made in bank  acquisitions,  de
novo branches and  technology in 2004.  We believe that these  investments  will
bring  opportunities  for growth in our business by increasing our customer base
and expanding the services we provide.


                                       21

<PAGE>


     Our  effective  tax rate  declined to 31 percent in the first  quarter 2005
from 35  percent  during  2004  as we  reversed  approximately  $10  million  of
previously  recognized  amounts  payable to the Internal  Revenue  Service (IRS)
primarily related to the tax treatment of certain leveraged lease  transactions.
We believe that we are appropriately  reserved for any payments that may be owed
to the IRS upon final resolution of the tax issues  surrounding these leases and
that payments for any income taxes will not impact our liquidity.

CRITICAL ACCOUNTING POLICIES

     UnionBanCal Corporation's consolidated financial statements are prepared in
accordance with accounting principles generally accepted in the United States of
America (US GAAP) and the general practices of the banking industry.

     The  financial  information  contained  within  our  statements  is,  to  a
significant extent,  financial information that is based on approximate measures
of the financial  effects of transactions and events that have already occurred.
A variety of factors  could  affect the ultimate  value that is obtained  either
when earning income, recognizing an expense,  recovering an asset or relieving a
liability.  In many instances, we use a discount factor to determine the present
value of assets and liabilities.  A change in the discount factor could increase
or decrease the values of those assets and  liabilities  and such a change would
result in either a beneficial or adverse impact to our financial results. We use
historical  loss  factors,  adjusted for current  conditions,  to determine  the
inherent loss that may be present in our loan and lease portfolio. Actual losses
could differ  significantly  from the loss factors that we use. Other  estimates
that we use are employee turnover factors for pension purposes,  residual values
in our leasing portfolio, fair value of our derivatives and securities, expected
useful lives of our depreciable  assets and assumptions  regarding our effective
income  tax  rates.  We enter  into  derivative  contracts  to  accommodate  our
customers and for our own risk management purposes. The derivative contracts are
generally  foreign  exchange,  interest  rate  swap  and  interest  rate  option
contracts,  and  energy-related  derivatives to accommodate our customers in the
oil and gas  industry.  We value these  contracts  at fair value,  using  either
readily  available,  market  quoted  prices  or  from  information  that  can be
extrapolated  to approximate a market price.  We have not  historically  entered
into  derivative  contracts for our customers or for ourselves,  which relate to
credit, commodity or weather-related indices. We are subject to US GAAP that may
change from one previously  acceptable  method to another  method.  Although the
economics of our transactions would be the same, the timing of events that would
impact  our  transactions  could  change.  Our most  significant  estimates  are
approved by our Chief Executive  Officer (CEO) Forum,  which is comprised of our
most senior  executives.  At each financial  reporting period, a review of these
estimates is then presented to the Audit Committee of our Board of Directors.

     Understanding  our accounting  policies is fundamental to understanding our
consolidated   financial  position  and  consolidated   results  of  operations.
Accordingly,  except for an update to our pension obligations  accounting policy
below, our significant  accounting policies are discussed in detail in Note 1 in
the "Notes to  Consolidated  Financial  Statements" in our 2004 Annual Report on
Form 10-K filed with the Securities and Exchange Commission.

     In addition to information  provided in our "Critical  Accounting Policies"
in our 2004 Annual  Report,  we are  providing the  following  information  with
respect to our discount rate for  determining  our  obligations  for pension and
other post-retirement  benefits. The discount rate assumed in measuring the plan
obligations  is determined  by selecting  high quality  investments  rated Aa or
higher by a recognized rating agency corresponding to each year's future benefit
payments for the next 30 years.  The discount  rate is  calculated  based on the
weighted average  investment yields as of December 31 and rounded to the nearest
..25 percent.  The  reduction in the discount  rate from 6.25 percent at December
31, 2003 to 5.75 percent at December 31, 2004 reported in our 2004 Annual Report
reflects the annual evaluation of our discount rate assumptions.


                                       22

<PAGE>


FINANCIAL PERFORMANCE

SUMMARY OF FINANCIAL PERFORMANCE

<TABLE>
<CAPTION>


                                                 FOR THE THREE MONTHS    INCREASE (DECREASE)
                                                    ENDED MARCH 31,       2005 VERSUS 2004
                                                 --------------------    ------------------
(DOLLARS IN THOUSANDS)                             2004        2005       AMOUNT    PERCENT
-----------------------------------------------  --------    --------    -------    -------
<S>                <C>                           <C>         <C>         <C>           <C>
RESULTS OF OPERATIONS
Net interest income(1).........................  $400,421    $440,799    $40,378       10.1%
Noninterest income
  Service charges on deposit accounts..........    81,096      80,455      (641)       (0.8)
  Trust and investment management fees.........    35,822      41,963      6,141       17.1
  Insurance commissions........................    21,735      22,017        282        1.3
  International commissions and fees...........    17,545      17,674        129        0.7
  Brokerage commissions and fees...............     8,297       8,972        675        8.1
  Card processing fees, net....................     8,792       5,607     (3,185)     (36.2)
  Other noninterest income.....................    37,918      46,073      8,155       21.5
                                                 --------    --------    -------
Total noninterest income.......................   211,205     222,761     11,556        5.5
Total revenue..................................   611,626     663,560     51,934        8.5
(Reversal of) provision for loan losses........    (5,000)     (8,000)    (3,000)      60.0
Noninterest expense
  Salaries and employee benefits...............   219,423     239,480     20,057        9.1
  Net occupancy................................    31,582      33,525      1,943        6.2
  Software.....................................    12,995      14,628      1,633       12.6
  Professional services........................    11,303      13,710      2,407       21.3
  Data processing..............................     7,625       9,527      1,902       24.9
  Provision for losses on off-balance sheet
    commitments(2).............................        --       3,000      3,000         nm
  Other noninterest expense....................    90,178      93,597      3,419        3.8
                                                 --------    --------    -------
Total noninterest expense......................   373,106     407,467     34,361        9.2
Income before income tax.......................   243,520     264,093     20,573        8.4
Income tax.....................................    86,033      82,116     (3,917)      (4.6)
                                                 --------    --------    -------
Net income.....................................  $157,487    $181,977    $24,490       15.6%
                                                 ========    ========    =======

-------------------------------
<FN>

(1)  Net  interest  income does not include any  adjustments  for fully  taxable
     equivalence.

(2)  For the  quarter  ended March 31,  2005,  the change in the  allowance  for
     losses on off-balance sheet  commitments is recognized  separately from the
     change  in the  allowance  for loan  losses.  Prior  periods  have not been
     restated.

nm = not meaningful
</FN>
</TABLE>


     THE PRIMARY CONTRIBUTORS TO OUR FINANCIAL PERFORMANCE FOR THE FIRST QUARTER
     OF 2005 COMPARED TO THE FIRST QUARTER OF 2004 ARE PRESENTED BELOW.

     o    The reversal of our provision for loan losses in first quarter of 2005
          is partially  attributable  to net recoveries for the quarter.  Credit
          quality   continued  to  improve  in  our  commercial  loan  portfolio
          evidenced by reductions in nonperforming  assets.  However, this trend
          is balanced by increasing  uncertainty in the economic outlook coupled
          with  indications  that the  improvement  in credit  quality  could be
          reaching its peak.  (See our  discussion  under  "Allowance for Credit
          Losses.")

     o    Our net interest  income was favorably  influenced  by higher  earning
          asset  volumes  (including a higher mix of  residential  mortgages and
          commercial  loans),  higher  average  yields on our earning


                                       23

<PAGE>

          assets and strong  deposit  growth  (including  an  attractive  mix of
          average  noninterest  bearing deposits to total deposits).  Offsetting
          these  positive  influences  to our net  interest  margin  were higher
          interest  expense on  interest  bearing  liabilities  and lower  hedge
          income (See our discussion under "Net Interest Income.")

     o    The increase in our  noninterest  income was  attributable  to several
          factors:

          o    Trust and  investment  management  fees  increased from the first
               quarter 2004  primarily  due to  continued  strong  sales,  solid
               organic growth and the  acquisition of the business  portfolio of
               CNA Trust Company  (renamed  TruSource)  and the corporate  trust
               business of BTM Trust Company, New York. Managed assets increased
               by  approximately 6 percent and non-managed  assets  increased by
               approximately 37 percent from the first quarter 2004 to the first
               quarter  2005.  Total  assets under  administration  increased by
               approximately 33 percent, to $207.4 billion, for the same period;

          o    Card processing fees, net, decreased primarily due to the sale of
               our merchant card portfolio to NOVA Information Systems (NOVA) in
               the second quarter 2004; and

          o    Other income in the first  quarter 2005 included  higher  Private
               Capital investment gains of $4.6 million,  an auto lease residual
               reserve   reversal   of  $1.7   million,   and  a  $1.6   million
               reclassification of COLI income (previously  reported as employee
               benefits  expense  in the prior  year),  partly  offset by a $1.3
               million decrease in securities gains, net.

     o    Our higher noninterest expense was attributable to several factors:

          o    Salaries and employee  benefits  increased  primarily as a result
               of:

               o    acquisitions and new branch openings, which accounted for 25
                    percent  of  the   increase  in  our   salaries   and  other
                    compensation;

               o    higher  performance-related   incentive  expense  from  goal
                    achievements;

               o    annual merit increases; and

               o    higher employee benefits expense mainly  attributable to the
                    impact of the lower  discount  rate we used to calculate our
                    future pension and other postretirement liabilities (reduced
                    from 6.25  percent at December  31, 2003 to 5.75  percent at
                    December 31, 2004);

          o    Net occupancy  expense  increased mainly from  acquisitions,  new
               branch  openings  and the  impact  of lower  rental  income  from
               non-bank tenants due to bank employee occupancy as we migrate our
               operations into fewer downtown San Francisco locations;

          o    Software expense increased mainly resulting from the purchase and
               development of software to support key technology initiatives;

          o    Professional  services  expenses  increased mainly as a result of
               higher compliance-related expenses;

          o    Data  processing  increased  mainly  due  to  higher  transaction
               volumes for both trust operations and MasterMoney card;

          o    Provision for losses on off-balance sheet commitments,  which was
               previously included in the provision for loan losses; and

          o    Other  noninterest  expense rose  primarily as a result of higher
               vendor  billings  stemming from a higher  earnings credit rate in
               the first quarter of 2005 related to title, escrow and government
               balances,   higher   acquisition-related    expenses,   including
               amortization  of  intangibles,  partly  offset  by lower  reserve
               expenses for litigations.


                                       24

<PAGE>


NET INTEREST INCOME

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

<TABLE>
<CAPTION>


                                                 FOR THE THREE MONTHS ENDED
                             --------------------------------- ---------------------------------       INCREASE (DECREASE) IN
                                       MARCH 31, 2004                   MARCH 31, 2005           ----------------------------------
                             --------------------------------- ---------------------------------        AVERAGE         INCOME/
                                         INTEREST    AVERAGE               INTEREST    AVERAGE          BALANCE        EXPENSE(1)
                               AVERAGE    INCOME/     YIELD/     AVERAGE    INCOME/     YIELD/   ------------------ --------------
(DOLLARS IN THOUSANDS)         BALANCE   EXPENSE(1) RATE(1)(2)   BALANCE   EXPENSE(1) RATE(1)(2)   AMOUNT   PERCENT  AMOUNT PERCENT
---------------------------- ----------- ---------- ---------- ----------- ---------- ---------- ---------- ------- ------- -------
<S>                          <C>         <C>            <C>    <C>         <C>             <C>   <C>          <C>   <C>       <C>
ASSETS
Loans:(3)
  Domestic.................. $24,532,402 $  327,933     5.38%  $29,521,537 $  402,626      5.51% $4,989,135   20.3% $74,693   22.8%
  Foreign(4)................   1,609,454      7,678     1.92     1,781,242     13,633      3.10     171,788   10.7    5,955   77.6
Securities--taxable.........  11,396,654    104,993     3.69    11,123,106     99,939      3.59    (273,548)  (2.4)  (5,054)  (4.8)
Securities--tax-exempt......      65,813      1,335     8.11        67,144      1,325      7.89       1,331    2.0      (10)  (0.7)
Interest bearing deposits
  in banks..................     207,854        908     1.76       359,399      2,102      2.37     151,545   72.9    1,194  131.5
Federal funds sold and
  securities purchased
  under resale agreements...     786,994      1,959     1.00       377,291      2,373      2.55    (409,703) (52.1)     414   21.1
Trading account assets......     277,057        595     0.86       231,680        908      1.59     (45,377) (16.4)     313   52.6
                             ----------- ----------            ----------- ----------            ----------         -------
    Total earning assets....  38,876,228    445,401     4.60    43,461,399    522,906      4.85   4,585,171   11.8  $77,505   17.4%
                                         ----------                        ----------            ----------         -------
Allowance for loan
  losses(5).................    (534,171)                         (411,428)                         122,743  (23.0)
Cash and due from banks.....   2,276,055                         2,294,369                           18,314    0.8
Premises and equipment,
  net.......................     519,962                           528,132                            8,170    1.6
Other assets................   1,913,108                         2,405,264                          492,156   25.7
                             -----------                       -----------                       ----------
Total assets................ $43,051,182                       $48,277,736                       $5,226,554   12.1%
                             ===========                       ===========                       ==========
LIABILITIES
Domestic deposits:
  Interest bearing.......... $11,390,393     16,556     0.58   $12,255,178     25,468      0.84  $  864,785    7.6%  $8,912   53.8%
  Savings and consumer
    time....................   4,136,695      8,719     0.85     4,778,965     13,047      1.11     642,270   15.5    4,328   49.6
  Large time................   2,432,602      8,335     1.38     2,765,524     16,047      2.35     332,922   13.7    7,712   92.5
Foreign deposits(4).........   1,227,223      2,132     0.70     1,174,857      6,176      2.13     (52,366)  (4.3)   4,044  189.7
                             ----------- ----------            ----------- ----------            ----------         -------
    Total interest bearing
      deposits..............  19,186,913     35,742     0.75    20,974,524     60,738      1.17   1,787,611    9.3   24,996   69.9
                             ----------- ----------            ----------- ----------            ----------         -------
Federal funds purchased
  and securities sold under
  repurchase agreements.....     395,466        681     0.69     1,279,862      7,455      2.36     884,396  223.6    6,774  994.7
Commercial paper............     542,853      1,135     0.84       865,460      4,560      2.14     322,607   59.4    3,425  301.8
Other borrowed funds........     187,829      1,300     2.78       180,541      1,529      3.44      (7,288)  (3.9)     229   17.6
Medium and long-term debt...     806,062      3,139     1.57       808,846      6,532      3.27       2,784    0.3    3,393  108.1
Trust notes.................     203,022      2,181     4.30        15,733        238      6.06    (187,289) (92.3)  (1,943) (89.1)
                             ----------- ----------            ----------- ----------            ----------         -------
    Total borrowed funds....   2,135,232      8,436     1.59     3,150,442     20,314      2.61   1,015,210   47.5   11,878  140.8
                             ----------- ----------            ----------- ----------            ----------         -------
    Total interest bearing
      liabilities...........  21,322,145     44,178     0.83    24,124,966     81,052      1.36   2,802,821   13.1  $36,874   83.5%
                                         ----------                        ----------            ----------         -------
Noninterest bearing
  deposits..................  16,752,612                        18,694,308                        1,941,696   11.6
Other liabilities...........   1,026,503                         1,249,812                          223,309   21.8
                             -----------                       -----------                       ----------
Total liabilities...........  39,101,260                        44,069,086                        4,967,826   12.7
STOCKHOLDERS' EQUITY
Common equity...............   3,949,922                         4,208,650                          258,728    6.6
                             -----------                       -----------                       ----------
    Total stockholders'
      equity................   3,949,922                         4,208,650                          258,728    6.6
                             -----------                       -----------                       ----------
    Total liabilities and
      stockholders' equity.. $43,051,182                       $48,277,736                       $5,226,554   12.1%
                             ===========                       ===========                       ==========
Net interest income/margin
  (taxable-equivalent
   basis)...................                401,223     4.14%                 441,854      4.09%
Less: taxable-equivalent
  adjustment................                    802                             1,055
                                         ----------                        ----------
    Net interest income.....             $  400,421                        $  440,799
                                         ==========                        ==========
----------------------
<FN>

(1)  Yields and  interest  income are  presented on a  taxable-equivalent  basis
     using the federal statutory tax rate of 35 percent.

(2)  Annualized.

(3)  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.

(4)  Foreign  loans and  deposits  are those loans and  deposits  originated  in
     foreign branches.

(5)  The average allowance related to off-balance sheet commitments was included
     in other liabilities for the quarters ended December 31, 2004 and March 31,
     2005. Periods prior to December 31, 2004 have not been restated.
</FN>
</TABLE>


                                       25

<PAGE>



     Net interest  income in the first  quarter  2005,  on a  taxable-equivalent
basis,  increased  10 percent,  from the first  quarter  2004.  Our results were
primarily attributable to the following:

     o    The growth in average earning assets was primarily  attributable to an
          increase in average  loans.  The increase in average loans was largely
          due to a $2.4 billion  increase in average  residential  mortgages,  a
          $1.5 billion  increase in average  commercial loans and a $1.1 billion
          increase in average commercial mortgages;

     o    Deposit  growth  contributed  favorably to net interest  margin in the
          first quarter 2005. Average  noninterest  bearing deposits were higher
          in the first quarter 2005,  compared to the first quarter 2004, mainly
          attributable  to  higher  average  business  demand  deposits  of $1.5
          billion,  including  demand deposits from our title and escrow clients
          which  increased less than $0.2 billion,  and higher  consumer  demand
          deposit growth;

     o    Yields on our earning assets were favorably impacted by the increasing
          interest rate  environment,  resulting in a higher average yield of 25
          basis  points on average  earning  assets,  despite  being  negatively
          impacted by lower hedge income of $18.6 million; and

     o    In the first  quarter  2005,  we  continued  to take  advantage of our
          ability  to  attract  lower  cost of funds  interest-bearing  core and
          noninterest-bearing  deposit balances, which represented approximately
          47.1 percent and 46.6 percent of total deposits,  in the first quarter
          2005 and 2004,  respectively.  However,  our cost of funds on interest
          bearing  liabilities  was negatively  impacted by the increasing  rate
          environment,  resulting in a higher  average cost of  interest-bearing
          liabilities  of 53 basis points,  which included lower hedge income of
          $4.1 million.

     As a result of these changes,  our net interest margin decreased by 5 basis
points.

     We use derivatives to hedge expected  changes in the yields on our variable
rate loans and term certificates of deposit (CDs), and to convert our long-term,
fixed-rate  borrowings to floating rate. During 2005, these derivative positions
will provide less in net interest income than in 2004, as positions  mature and,
to a lesser extent, as interest rates rise.  However,  we expect the declines in
hedge  income to be  partially  offset  by  increased  yields on the  underlying
variable  rate loans.  For the  quarters  ended March 31, 2004 and 2005,  we had
hedge income of $32.2 million and $9.5 million, respectively.


















                                       26

<PAGE>


NONINTEREST INCOME

<TABLE>
<CAPTION>

                                                    FOR THE THREE
                                                     MONTHS ENDED
                                               -----------------------   INCREASE (DECREASE)
                                               MARCH 31,     MARCH 31,   ------------------
(DOLLARS IN THOUSANDS)                            2004          2005      AMOUNT    PERCENT
--------------------------------------------   ---------     ---------   -------    -------
<S>                                            <C>           <C>         <C>          <C>
Service charges on deposit accounts.........   $  81,096     $  80,455   $  (641)     (0.8)%
Trust and investment management fees........      35,822        41,963     6,141      17.1
Insurance commissions.......................      21,735        22,017       282       1.3
International commissions and fees..........      17,545        17,674       129       0.7
Brokerage commissions and fees..............       8,297         8,972       675       8.1
Foreign exchange gains, net.................       8,344         8,940       596       7.1
Merchant banking fees.......................       7,467         6,266    (1,201)    (16.1)
Card processing fees, net...................       8,792         5,607    (3,185)    (36.2)
Securities gains, net.......................       1,622           344    (1,278)    (78.8)
Gain on private capital investments, net....       3,314         7,935     4,621        nm
Other.......................................      17,171        22,588     5,417      31.5
                                               ---------     ---------   -------
  Total noninterest income..................   $ 211,205     $ 222,761   $11,556       5.5%
                                               =========     =========   =======

----------------------
<FN>
nm--not meaningful
</FN>
</TABLE>

NONINTEREST EXPENSE

<TABLE>
<CAPTION>

                                                    FOR THE THREE
                                                     MONTHS ENDED
                                               -----------------------   INCREASE (DECREASE)
                                               MARCH 31,     MARCH 31,   ------------------
(DOLLARS IN THOUSANDS)                            2004          2005      AMOUNT    PERCENT
--------------------------------------------   ---------     ---------   -------    -------
<S>                                            <C>           <C>         <C>           <C>
Salaries and other compensation.............   $ 170,430     $ 185,194   $14,764       8.7%
Employee benefits...........................      48,993        54,286     5,293      10.8
  Salaries and employee benefits............     219,423       239,480    20,057       9.1
  Net occupancy.............................      31,582        33,525     1,943       6.2
  Equipment.................................      17,271        17,733       462       2.7
  Software..................................      12,995        14,628     1,633      12.6
  Professional services.....................      11,303        13,710     2,407      21.3
  Communications............................      13,410        12,775      (635)     (4.7)
  Outside services..........................       9,962        10,124       162       1.6
  Data processing...........................       7,625         9,527     1,902      24.9
  Advertising and public relations..........       8,727         7,750      (977)    (11.2)
  Intangible asset amortization.............       4,221         4,986       765      18.1
  Foreclosed asset expense..................         519           406      (113)    (21.8)
  Provision for losses on off-balance
    sheet commitments(1)....................          --         3,000     3,000        nm
  Other.....................................      36,068        39,823     3,755      10.4
                                               ---------     ---------   -------
     Total noninterest expense..............   $ 373,106     $ 407,467   $34,361       9.2%
                                               =========     =========   =======

-----------------------
<FN>

(1)  For the quarter  ended March 31, 2005,  the net change in the allowance for
     losses on off-balance sheet  commitments is recognized  separately from the
     change  in the  allowance  for loan  losses.  Prior  periods  have not been
     restated.

nm--not meaningful
</FN>
</TABLE>


                                       27

<PAGE>


INCOME TAX EXPENSE

     Income tax  expense in the first  quarter of 2005  resulted in a 31 percent
effective  income tax rate compared with an effective tax rate of 35 percent for
the first  quarter  of 2004.  The  decrease  in the  effective  tax rate was due
primarily  to a reduction in reserves of $10.0  million in the first  quarter of
2005 for estimated  amounts owed to the Internal Revenue Service with respect to
certain leveraged leasing transactions.

     For  further  information  regarding  income tax  expenses,  see our Annual
Report on Form 10-K for the year ended December 31, 2004.

LOANS

     The following table shows loans outstanding by loan type.

<TABLE>
<CAPTION>

                                                                               INCREASE (DECREASE)
                                                                               MARCH 31, 2005 FROM:
                                                                     --------------------------------------
                             MARCH 31,   DECEMBER 31,   MARCH 31,          MARCH 31,        DECEMBER 31,
                               2004          2004          2005               2004              2004
                            -----------  ------------  -----------   -------------------  -----------------
(DOLLARS IN THOUSANDS)                                                 AMOUNT    PERCENT   AMOUNT   PERCENT
---------------------------                                          ----------  -------  --------  -------
<S>                         <C>          <C>           <C>           <C>           <C>    <C>         <C>
Domestic:
  Commercial, financial and
    industrial............. $ 8,717,052  $  9,761,096  $ 9,798,791   $1,081,739    12.4%  $ 37,695    0.4%
  Construction.............   1,058,414     1,130,070    1,189,273      130,859    12.4     59,203    5.2
  Mortgage:
    Residential............   7,502,675     9,538,150   10,121,033    2,618,358    34.9    582,883    6.1
    Commercial.............   4,348,537     5,409,029    5,448,741    1,100,204    25.3     39,712    0.7
                            -----------  ------------  -----------   ----------           --------
      Total mortgage.......  11,851,212    14,947,179   15,569,774    3,718,562    31.4    622,595    4.2
  Consumer:
    Installment............     781,731       767,767      777,986      (3,745)    (0.5)    10,219    1.3
    Revolving lines of
      credit...............   1,279,651     1,581,866    1,612,039      332,388    26.0     30,173    1.9
                            -----------  ------------  -----------   ----------           --------
      Total consumer.......   2,061,382     2,349,633    2,390,025      328,643    15.9     40,392    1.7

  Lease financing..........     637,504       609,090      596,331     (41,173)    (6.5)   (12,759)  (2.1)
                            -----------  ------------  -----------   ----------           --------
      Total loans in
        domestic offices...  24,325,564    28,797,068   29,544,194    5,218,630    21.5    747,126    2.6
Loans originated in foreign
  branches.................   1,707,535     1,801,988    1,787,129       79,594     4.7    (14,859)  (0.8)
                            -----------  ------------  -----------   ----------           --------
      Total loans held to
        maturity...........  26,033,099    30,599,056   31,331,323    5,298,224    20.4    732,267    2.4

      Total loans held for
        sale...............       3,206       117,900       34,217       31,011      nm    (83,683) (71.0)
                            -----------  ------------  -----------   ----------           --------
        Total loans........ $26,036,305  $ 30,716,956  $31,365,540   $5,329,235    20.5%  $648,584    2.1%
                            ===========  ============  ===========   ==========           ========

------------
<FN>

nm--not meaningful
</FN>
</TABLE>

     Commercial,  financial and  industrial  loans  represent one of the largest
categories  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 loans.  This  portfolio  has a high
degree of geographic  diversification  based upon our customers'  revenue bases,
which we believe lowers our  vulnerability to changes in the economic outlook of
any particular region of the U.S.

     Our commercial market lending  originates  primarily through our commercial
banking offices. These offices, which rely extensively on  relationship-oriented
banking,  provide a variety of services including depository and cash management
services,   lines  of  credit,  accounts  receivable  and  inventory  financing.
Separately,  we originate or participate in a wide variety of financial services
to major corporations. These services include traditional commercial banking and
specialized  financing  tailored  to  the  needs  of  each  customer's  specific
industry.  Presently,  we are active in, among other  sectors,  the oil and gas,
entertainment, retailing, power and utilities and financial services industries.


                                       28

<PAGE>


     The  commercial,  financial and industrial  loan portfolio  increase in the
first quarter of 2005 from the first quarter of 2004 was mainly  attributable to
increased  loan demand in the California  middle market and specialty  segments,
which  reflected  the  improving  economy in those  markets  and an  increase in
loans extended to our title company clients.

     CONSTRUCTION AND COMMERCIAL MORTGAGE LOANS

     We engage in non-residential  real estate lending that includes  commercial
mortgage loans and  construction  loans secured by deeds of trust.  Construction
loans are made  primarily to commercial  property  developers and to residential
builders.

     The construction loan portfolio  increase in the first quarter of 2005 from
the  first  quarter  of  2004  was  attributable  to  increased  demand  for new
single-family  homes, as well as apartment,  retail building and REIT financing.
This growth occurred despite continued high office vacancy rates in our markets,
which was a factor  that  impacted  the level of  development  and  construction
projects we financed.

     The commercial  mortgage loan portfolio consists of loans on commercial and
industrial projects primarily in California.  The commercial  mortgages increase
in the  first  quarter  of 2005  from  the  first  quarter  of 2004  was  mainly
attributable  to our  acquisitions  of Business  Bank of California in the first
quarter of 2004 and Jackson  Federal Bank in the fourth quarter of 2004,  offset
by substantial commercial mortgage refinancings with other lenders.

     RESIDENTIAL MORTGAGE LOANS

     We originate  residential  mortgage  loans,  secured by one-to-four  family
residential   properties,   through  our  multiple  channel  network  (including
branches, mortgage brokers, and loan-by-phone) throughout California, Oregon and
Washington, and we periodically purchase loans in our market area.

     The  increase  in  residential  mortgages  was  driven  by  purchase  money
transactions,  which accounted for  approximately  50 percent of the increase in
volume. In addition,  contributing to the increase were very attractive mortgage
rates and higher home prices.  While we hold most of the loans we originate,  we
sell most of our  30-year,  fixed  rate,  non-Community  Reinvestment  Act (CRA)
residential mortgage loans.

     CONSUMER LOANS

     We originate  consumer loans,  such as auto loans and home equity loans and
lines,  through  our branch  network.  The  primary  driver of the  increase  in
consumer  loans was our  "Flex  Equity  Line/Loan"  product.  The  "Flex  Equity
Line/Loan"  allows our customers the  flexibility to manage a line of credit and
as many as four fixed rate loans under a single product.

     LEASE FINANCING

     We primarily offer two types of leases to our customers:  direct  financing
leases,  where the assets leased are acquired without additional  financing from
other  sources;  and  leveraged  leases,  where  a  substantial  portion  of the
financing  is  provided  by debt with no  recourse  to us.  The lease  financing
decrease from March 31, 2004 was attributable to the run-off of our discontinued
auto leasing activity.  At March 31, 2005, our auto lease portfolio had declined
to $14.5 million and will fully mature by mid-year  2006.  Included in our lease
portfolio are leveraged  leases of $573 million,  which are net of  non-recourse
debt of  approximately  $1.2  billion.  We utilize a number of  special  purpose
entities for our leveraged  leases.  These entities serve legal and tax purposes
and do not  function  as vehicles to shift  liabilities  to other  parties or to
deconsolidate affiliates for financial reporting purposes. As allowed by US GAAP
and by law, the gross lease receivable is offset by the qualifying  non-recourse
debt. In leveraged lease  transactions,  the third-party lender may only look to
the collateral value of the leased assets for repayment.


                                       29

<PAGE>


     LOANS ORIGINATED IN FOREIGN BRANCHES

     Our loans originated in foreign  branches  consist  primarily of short-term
extensions  of credit to financial  institutions  located  primarily in Asia and
energy-related lending in Canada.

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,  2004,  December  31, 2004 and March 31,  2005,  for any 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.  For any  country  shown in the table  below,  any  significant  local
currency outstandings are either hedged or 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, 2004
Korea.......................       $640           $--             $12              $652
December 31, 2004
Korea.......................       $615           $--              $3              $618
March 31, 2005
Korea.......................       $679           $--              $6              $685

</TABLE>


PROVISION FOR LOAN LOSSES

     We  recorded a reversal of  provision  for loan losses of $8 million in the
first quarter of 2005,  compared with a reversal of provision for loan losses of
$5 million in the first quarter of 2004.  Provisions for loan losses are charged
to income to bring our allowance  for loan losses to a level deemed  appropriate
by  management  based on the  factors  discussed  under  "Allowances  for Credit
Losses" below.  Beginning with first quarter 2005,  changes in the allowance for
losses related to off-balance  sheet  commitments  are recognized in noninterest
expense. The change in the allowance for losses on off-balance sheet commitments
in the first quarter 2005 was a provision of $3 million.

ALLOWANCE FOR CREDIT LOSSES

     ALLOWANCE POLICY AND METHODOLOGY

     We maintain  allowances for credit losses to absorb losses  inherent in the
loan  portfolio  as  well  as for  leases  and  off-balance  sheet  commitments.
Understanding  our policies on allowance  for credit  losses is  fundamental  to
understanding our consolidated  financial  position and consolidated  results of
operations.  Accordingly,  our significant policies and methodology on allowance
for  credit  losses  are  discussed  in  detail  in  Note  1 in  the  "Notes  to
Consolidated  Financial  Statements"  and in the section  "Allowance  for Credit
Losses"  included in our  "Management's  Discussion  and  Analysis of  Financial
Condition  and Results of  Operation"  in our 2004  Annual  Report on Form 10-K,
which was filed with the Securities and Exchange  Commission.

     COMPARISON OF THE TOTAL  ALLOWANCE AND RELATED  PROVISION FOR CREDIT LOSSES
     FROM DECEMBER 31, 2004

     At March 31, 2005, our total  allowance for credit losses was $490 million,
which  consisted  of $404  million  related to loans and $86 million  related to
off-balance sheet  commitments.  The allowance for


                                       30

<PAGE>


loan  losses  consisted  of  $396  million  and $94  million  of  allocated  and
unallocated allowance, respectively. At March 31, 2005, our allowance for credit
loss  coverage  ratios were 1.56 percent of total loans and 480 percent of total
nonaccrual  loans.  At December 31, 2004, our total  allowance for credit losses
was at $490 million, or 1.59 percent of the total loan portfolio and 313 percent
of total nonaccrual loans.

     In addition,  the allowance  incorporates the results of measuring impaired
loans as provided in SFAS No. 114,  "Accounting by Creditors for Impairment of a
Loan" as amended by 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 March 31,  2005,  total  impaired  loans  were $47  million,  and the
associated impairment allowance was $11 million,  compared with $102 million and
$32 million, respectively, at December 31, 2004.

     At March 31, 2005 and December 31, 2004,  the allowance for losses  related
to off-balance sheet  commitments,  which is included within our total allowance
for credit losses, was $86 million and $83 million, respectively. In determining
the adequacy of our allowance for credit losses,  we consider both the allowance
for loan losses and for losses on off-balance sheet commitments.

     During  the first  quarter  of 2005,  there  were no  material  changes  in
estimation  methods or assumptions  that affected our  methodology for assessing
the appropriateness of the formula and specific allowances for credit losses.

     As a result of management's  assessment of factors,  including improvements
in the quality of our loan  portfolio,  the  continued  improvement  in the U.S.
economy,  improving  conditions  in the  power  industry  and other  sectors  in
domestic markets in which we operate,  and growth and changes in the composition
of the loan  portfolio,  offset by the adverse  impact of increasing  fuel costs
across the whole economy, we recorded a net reversal of our provision for credit
losses of $5 million in the first quarter 2005.

     CHANGES IN THE ALLOCATED (FORMULA AND SPECIFIC) ALLOWANCE

     At March  31,  2005,  the  formula  allowance  increased  to $367  million,
compared to $361 million at December 31, 2004. The increase was due primarily to
the  impact of  slight  increases  in both the loss  factors  and  growth in our
pass-graded and homogeneous pooled loans.

     At March  31,  2005,  the  specific  allowance  decreased  to $29  million,
compared  to $46 million at  December  31,  2004.  This  decrease  is  primarily
reflective of lower impaired loans.

     CHANGES IN THE UNALLOCATED ALLOWANCE

     At March 31, 2005, the unallocated  allowance increased to $94 million from
$83  million at December  31,  2004,  reflecting  the  heightened  uncertainties
surrounding  the  economy  and some  signs of  slowing  improvements  in  credit
quality.  Additionally,  the  reasons  for  which an  unallocated  allowance  is
warranted are detailed below.

     In our assessment as of March 31, 2005,  management focused, in particular,
on the factors and conditions set out below.  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.

     Although in certain  instances the downgrading of a loan resulting from the
effects of the  conditions  described  below has been  reflected  in the formula
allowance,   management  believes  that  the  impact  of  these  events  on  the
collectibility  of the applicable loans may not have been reflected in the level
of  nonperforming  loans or in the internal risk grading process with respect to
such loans. In addition,  our formula allowance does not take into consideration
sector-specific  changes in the  severity of losses  that are  expected to arise
from  current  economic   conditions   compared  with  our  historical   losses.
Accordingly,  our  evaluation  of the probable  losses  related to the impact of
these factors was reflected in the unallocated


                                       31

<PAGE>


allowance.  The evaluations of the inherent losses with respect to these factors
are subject to higher  degrees of  uncertainty  because they are not  identified
with specific problem credits.

     The following describes the specific conditions we considered.

     o    With respect to fuel prices,  we  considered  the high and  increasing
          prices of oil and petroleum products,  and the impact across virtually
          all sectors of the economy, which could be in the range of $10 million
          to $39 million.

     o    With respect to leasing,  we  considered  the weak  situation for some
          electric service  providers,  combined with continued  weakness in the
          airline  industry,  which  could be in the range of $15 million to $26
          million.

     o    With  respect  to  commercial  real  estate,  we  considered  slightly
          improved  vacancy  rates and stagnant  rent growth  being  experienced
          nationally, with specific weakness in Northern California, which could
          be in the range of $10 million to $22 million.

     o    With respect to cross-border  exposures in certain foreign  countries,
          we considered the improving economic performances in many countries of
          our key international  markets, the results of our customers,  as well
          as the  positive  effect  that the inflow of funds and  reconstruction
          efforts  resulting  from the  December  26, 2004 tsunami are having on
          certain  Southeast Asian economies,  which could be in the range of $3
          million to $5 million.

     o    With respect to power  companies/utilities,  we considered the effects
          of  lower  excess  capacity  and  evidence  that  a slow  recovery  is
          beginning in this industry,  which could be in the range of $2 million
          to $5 million.

     Accordingly, our evaluation of the probable losses related to the impact of
these factors was reflected in the unallocated allowance.














                                       32


<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,       INCREASE (DECREASE)
                                                  --------------------     -------------------
(DOLLARS IN THOUSANDS)                              2004        2005         AMOUNT    PERCENT
----------------------------------------------    --------    --------     ---------   -------
<S>                                               <C>         <C>          <C>          <C>
Balance, beginning of period..................    $532,970    $407,156     $(125,814)   (23.6)%
Loans charged off:
  Commercial, financial and industrial........      19,788      12,500        (7,288)   (36.8)
  Construction................................          --         118           118       nm
  Commercial mortgage.........................          --       1,296         1,296       nm
  Consumer....................................       1,815       1,083          (732)   (40.3)
  Lease financing.............................         358         131          (227)   (63.4)
                                                  --------    --------     ---------
    Total loans charged off...................      21,961      15,128        (6,833)   (31.1)
Recoveries of loans previously charged off:
  Commercial, financial and industrial........       8,819      19,600        10,781    122.2
  Commercial mortgage.........................          --          23            23       nm
  Consumer....................................         435         590           155     35.6
  Lease financing.............................          73          17           (56)   (76.7)
                                                  --------    --------     ---------
    Total recoveries of loans previously
      charged off.............................       9,327      20,230        10,903    116.9
                                                  --------    --------     ---------
      Net loans charged off (recovered).......      12,634      (5,102)      (17,736)  (140.4)
(Reversal of) provision for loan losses.......      (5,000)     (8,000)       (3,000)    60.0
Foreign translation adjustment and other net
  additions (deductions)(1)...................       5,775         (27)       (5,802)  (100.5)
                                                  --------    --------     ---------
Ending balance of allowance for loan
  losses(2)...................................    $521,111    $404,231     $(116,880)   (22.4)
Allowance for losses on off-balance sheet
  commitments(2)..............................          --      85,374        85,374       nm
                                                  --------    --------     ---------
Allowance for credit losses...................    $521,111    $489,605     $ (31,506)    (6.0)%
                                                  ========    ========     =========
Allowance for credit losses to total loans....        2.00%       1.56%
(Reversal of) provision for loan losses to
   net loans charged off (recovered)..........          nm      156.80
Net loans charged off (recovered) to average
  loans outstanding for the period(3).........        0.19       (0.07)

--------------------------
<FN>

(1)  Includes  a  transfer  of $5.7  million  related  to the  Business  Bank of
     California acquisition in the first quarter of 2004.

(2)  On December 31, 2004,  UnionBanCal  Corporation  transferred  the allowance
     related to off-balance  sheet commitments of $83 million from allowance for
     loan losses to other liabilities.  At March 31, 2005, the allowance related
     to off-balance  commitments was $86 million.  Periods prior to December 31,
     2004 have not been restated.

(3)  Annualized.

nm--not meaningful
</FN>
</TABLE>

     Total loans charged off in the first quarter 2005  decreased from the first
quarter  2004,   primarily   attributable   to  improvements  in  loan  quality.
Charge-offs  reflect  the  realization  of  losses  in the  portfolio  that were
recognized  previously through provisions for credit losses. In addition,  first
quarter 2005 recoveries of loans previously charged off increased from the first
quarter of 2004. Such  fluctuations in loan recoveries from year-to-year are due
to  variability  in timing of recoveries  and tend to trail the periods in which
charge-offs are recorded

     At March 31, 2005, the allowance for credit losses  exceeded the annualized
net loans charged off during the first quarter of 2005, reflecting  management's
belief,  based on the  foregoing  analysis,  that  there


                                       33

<PAGE>


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.

NONPERFORMING ASSETS

     Nonperforming assets consist of nonaccrual loans, distressed loans held for
sale, and foreclosed assets. Nonaccrual loans are those for which management has
discontinued accrual of interest because there exists significant uncertainty as
to the full and timely  collection of either principal or interest or such loans
have  become  contractually  past  due 90 days  with  respect  to  principal  or
interest. For a more detailed discussion of the accounting for nonaccrual loans,
see Note 1 to our Consolidated Financial Statements in our 2004 Annual Report on
Form 10-K, which was filed with the Securities and Exchange Commission.

     Distressed loans held for sale are loans, which would otherwise be included
in nonaccrual loans, but that have been identified for accelerated  disposition.
Disposition of these assets is  contemplated  within a short period of time, not
to exceed one year.

     Foreclosed   assets  include  property  where  we  acquired  title  through
foreclosure or "deed in lieu" of foreclosure.

     The following table sets forth an analysis of nonperforming assets.

<TABLE>
<CAPTION>


                                                                              INCREASE (DECREASE)
                                                                              MARCH 31, 2005 FROM:
                                                                    --------------------------------------
                                                                          MARCH 31,         DECEMBER 31,
                                                                            2004                2004
                               MARCH 31,  DECEMBER 31,  MARCH 31,   --------------------------------------
(DOLLARS IN THOUSANDS)           2004         2004        2005       AMOUNT     PERCENT   AMOUNT   PERCENT
----------------------------   ---------  ------------  ---------   ---------   -------  --------  -------
<S>                            <C>        <C>           <C>         <C>          <C>     <C>        <C>
Commercial, financial and
  industrial................   $ 177,636  $     72,600  $  35,999   $(141,637)   (79.7)% $(36,601)  (50.4)%
Construction................          --         2,622      1,425       1,425       nm     (1,197)  (45.7)
Commercial mortgage.........      27,354        26,520      9,587     (17,767)   (65.0)   (16,933)  (63.8)
Lease financing.............      51,121        54,894     54,893       3,772      7.4         (1)   (0.0)
Loan originated in foreign
  branches..................         630            --         --        (630)  (100.0)        --      nm
                               ---------  ------------  ---------   ---------            --------
    Total nonaccrual loans..     256,741       156,636    101,904    (154,837)   (60.3)   (54,732)  (34.9)
Foreclosed assets...........       6,153         7,282      5,232        (921)   (15.0)    (2,050)  (28.2)
                               ---------  ------------  ---------   ---------            --------
  Total nonperforming assets   $ 262,894  $    163,918  $ 107,136   $(155,758)   (59.2)  $(56,782)  (34.6)
                               =========  ============  =========   =========            ========
Allowances for credit
  losses(1).................   $ 521,111  $    489,531  $ 489,605    $(31,506)    (6.0)% $     74     0.0 %
                               =========  ============  =========   =========            ========
Nonaccrual loans to total
  loans.....................        0.99%         0.51%      0.32%
Allowances for credit losses
  to nonaccrual loans.......      202.97        312.53     480.46
Nonperforming assets to
  total loans and foreclosed
    assets..................        1.01          0.53       0.34
Nonperforming assets to
  total assets..............        0.57          0.34       0.22

-----------------
<FN>

(1)      Includes allowance for losses related to off-balance sheet commitments.

nm--not meaningful
</FN>
</TABLE>

     At March 31, 2005, our nonperforming  assets included  approximately  $54.9
million in aircraft leases and $11.8 million in acquired  syndicated  loans. The
decrease in nonaccrual  loans was primarily due to pay-downs,  charge-offs,  and
loan sales, coupled with significantly reduced inflows. During the first quarter
2005,  we sold  approximately  $35 million of  nonperforming  loans  compared to
approximately  $4 million in the first  quarter  2004,  which reduced our credit
exposures. Losses from these sales were reflected in our charge-offs.



                                       34

<PAGE>


LOANS 90 DAYS OR MORE PAST DUE AND STILL ACCRUING

<TABLE>
<CAPTION>

                                                                               INCREASE (DECREASE)
                                                                               MARCH 31, 2005 FROM:
                                                                    --------------------------------------
                               MARCH 31,  DECEMBER 31,  MARCH 31,         MARCH 31,         DECEMBER 31,
                                 2004         2004         2005             2004                2004
                               ---------  ------------  ---------   -------------------  -----------------
(DOLLARS IN THOUSANDS)                                                AMOUNT    PERCENT   AMOUNT   PERCENT
-----------------------------                                       ---------   -------  --------  -------
<S>                            <C>        <C>           <C>         <C>         <C>      <C>       <C>
Commercial, financial and
  industrial.................  $     401  $      1,315  $     271   $    (130)  (32.4)%  $ (1,044) (79.4)%
Construction.................      1,318            --        629        (689)  (52.3)        629     nm
Mortgage:
  Residential................      5,421         1,385      1,580      (3,841)  (70.9)        195   14.1
  Commercial.................        118            --        878         760   644.1         878     nm
                               ---------  ------------  ---------   ---------            --------
    Total mortgage...........      5,539         1,385      2,458      (3,081)  (55.6)      1,073   77.5
Consumer and other...........      1,665         1,157        616      (1,049)  (63.0)       (541) (46.8)
                               ---------  ------------  ---------   ---------            --------
Total loans 90 days or more
  past due and still accruing  $   8,923  $      3,857  $   3,974   $  (4,949)  (55.5)%  $    117    3.0%
                               =========  ============  =========   =========            ========

--------------
<FN>

nm = not meaningful
</FN>
</TABLE>

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Our exposure to market risk exists  primarily in interest  rate risk in our
non-trading  balance  sheet and to a much  lesser  degree  in price  risk in our
trading portfolio for our  customer-focused  trading and sales  activities.  The
objective of market risk  management is to mitigate an undue  adverse  impact on
earnings and capital  arising  from  changes in interest  rates and other market
variables.  This risk  management  objective  supports  our broad  objective  of
preserving  shareholder value,  which encompasses  earnings growth over time and
capital stability.

     The Board of Directors, through its Finance and Capital Committee, approves
our  Asset-Liability  Management  (ALM) Policy,  which governs the management of
market risk and liquidity. In the administration of market risk management,  the
Chief Executive Officer Forum (CEO Forum) provides broad and strategic  guidance
and, as  appropriate,  specific  direction  to the Asset & Liability  Management
Committee (ALCO) whose voting members are comprised of senior  executives.  ALCO
is responsible  for ongoing  management of interest rate and price risks as well
as liquidity  risk,  including  formulation of risk  management  strategies,  in
accordance  with  the  CEO  Forum's  directives.   The  Treasurer  is  primarily
responsible for the  implementation  of risk management  strategies  approved by
ALCO  and  for  operating   management  of  market  risk  through  the  funding,
investment,  derivatives  hedging,  and trading activities of the Global Markets
Group (GMG).

     The Market Risk  Monitoring  (MRM) unit is responsible  for the measurement
and  monitoring  of market  risk,  including  ensuring  that  ALCO,  our  senior
management  and the Board are kept fully  informed as to our market risk profile
and compliance with applicable  limits,  guidelines and policies.  MRM functions
independently  of all operating and management units and reports directly to the
ALCO Chairman.

     We have  separate  and  distinct  methods  for  managing  the  market  risk
associated  with our asset and liability  management  activities and our trading
activities, as described below.

     INTEREST RATE RISK MANAGEMENT (OTHER THAN TRADING)

     During the first quarter 2005, our asset-sensitivity continued to increase,
reflecting  several  factors.  There were some  further  modeling  enhancements,
although their effect on measured  rate-sensitivity  was


                                       35

<PAGE>


not significant.  More importantly,  changes in the actual and projected balance
sheet tended to produce greater asset-sensitivity, as did the strategic decision
to allow  maturing ALM  securities  and  derivative  positions  to run-off;  for
additional information see--"ALM Activities" section below.

     The increase in our  asset-sensitivity  is evidenced in the table below.  A
+200 basis points  parallel  rate shift at March 31, 2005 would have produced an
estimated 1.93 percent increase in Economic NII (net interest  income),  while a
-200 basis  points shift would have  lowered  Economic NII by an estimated  2.58
percent.  This  compares  with an  estimated  0.60  percent  and  1.39  percent,
respectively,  at December 31,  2004.  Economic NII adjusts our reported NII for
the effect of certain  non-interest,  DDA-related,  fee and expense items. Those
adjustment items are innately liability-sensitive,  meaning that reported NII is
more asset-sensitive than is Economic NII.

ECONOMIC NII

                                                     DECEMBER 31,   MARCH 31,
(DOLLARS IN MILLIONS)                                    2004         2005
-------------------------------------------------    ------------   ---------
+200 basis points................................       $10.9         $36.4
as a percentage of base case NII.................        0.60%         1.93%
-200 basis points................................      $(25.0)       $(48.6)
as a percentage of base case NII.................        1.39%         2.58%

     In the case of non-parallel yield curve changes, we remain  asset-sensitive
to changes in long-term rates (with  short-term  rates held constant).  However,
the changes indicated above that caused increased  asset-sensitivity to parallel
rate  shifts  also had the  effect  of  extinguishing  our  previous  short-rate
liability-sensitivity.  Economic NII now shows rough  neutrality  to  short-term
rate changes (with  long-term  rates held  constant),  while reported NII is now
very modestly short-rate asset-sensitive.

     ALM ACTIVITIES

     In general,  our unhedged,  core balance sheet is asset sensitive,  meaning
that our loans  generally  re-price  more  quickly  than our core  deposits.  In
managing  the  interest  sensitivity  of  our  balance  sheet,  we use  the  ALM
securities portfolio and derivatives  positions as our primary tools. During the
quarter we continued to allow  maturations in our relatively  short duration ALM
securities to help support loan growth.  Together with the continued  maturation
of our existing  derivative hedges,  this had the effect of modestly  increasing
our asset-sensitivity during the course of the first quarter.

     ALM INVESTMENTS

     At March 31, 2005,  our securities  available for sale  portfolio  included
$10.2 billion of securities  for ALM purposes,  unchanged  from the December 31,
2004  level.  During  the first  quarter  2005,  we  allowed  our ALM fixed rate
portfolio to run-off as part of our strategy to allow our core asset sensitivity
to increase.  The overall portfolio size remained  relatively constant by making
new investments in floating rate securities. The estimated effective duration of
the ALM  portfolio  was managed  within a range of 2.0 to 2.8. The estimated ALM
portfolio  effective  duration  was 2.2 at March 31,  2005,  compared  to 2.3 at
December 31, 2004.  Effective  duration is a measure of price  sensitivity  of a
bond  portfolio to immediate  parallel  shifts in interest  rates.  An effective
duration of 2.2  suggests an expected  price change of  approximately  minus 2.2
percent for an immediate one percent rise in interest rates.

     ALM DERIVATIVES

     We also  continued to allow our ALM  derivatives  to mature and reduced the
net level of interest rate derivatives by $1.2 billion during the quarter.  This
strategy  further  contributed  to  our  rising  core   asset-sensitivity.   For
additional discussion of derivative instruments and our hedging strategies,  see
Note 8 to our


                                       36

<PAGE>


Consolidated  Financial  Statements  included  in this report and Note 18 to our
Consolidated Financial Statements included in our Annual Report on Form 10-K for
the year ended December 31, 2004.

     TRADING ACTIVITIES

     Effective January 1, 2005, the Securities  Trading and Institutional  Sales
department,  which serves the fixed-income  needs of our institutional  clients,
was  combined  with  the  retail  brokerage   operations  of  our  broker/dealer
subsidiary,  UnionBanc  Investment  Services  LLC.  The  vast  majority  of  our
securities trading income comes from  customer-related  transactions.  UnionBanc
Investment  Services  LLC's  trading  risk  is  closely  monitored  and  tightly
controlled using the existing Value-at-Risk methodology.

     We began marketing energy derivatives contracts to existing energy industry
customers, primarily oil and gas producers, in late 2004, in order to meet their
hedging needs. Volume increased from $42 million in notional amount of contracts
outstanding  as of  December  31,  2004 to $440  million  as of March 31,  2005.
Consistent  with  our  customer   interest  rate   derivatives   business,   all
transactions  are fully matched to remove market risk, with income produced from
the credit spread earned.

     For additional  information about our market risk, please see "Quantitative
and  Qualitative  Disclosures  about Market Risk" in "Management  Discussion and
Analysis of Financial  Condition  and Results of Operation" in our Annual Report
on Form 10-K for the year ended December 31, 2004.

LIQUIDITY RISK

     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 Finance and Capital  Committee of the Board requires
regular reviews of our liquidity by ALCO. ALCO conducts  monthly ongoing reviews
of our liquidity  situation as well as regular  updates to our CEO Forum,  which
approves our Liquidity  Contingency Plan. Liquidity is managed through this ALCO
coordination  process on an entity-wide  basis,  encompassing all major business
units. The operating  management of liquidity is implemented through the funding
and investment  functions of the Global Markets Group. Our liquidity  management
draws upon the strengths of our  extensive  retail and  commercial  core deposit
franchise,  coupled  with the  ability to obtain  funds for  various  terms in a
variety of domestic and international  money markets.  Our securities  portfolio
represents a significant source of additional liquidity.

     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 stockholders'  equity,  funded 83 percent of average total assets
of $48.3 billion in the first quarter  2005.  Most of the remaining  funding was
provided by  short-term  borrowings in the form of  negotiable  certificates  of
deposit,  large  time  deposits,  foreign  deposits,  federal  funds  purchased,
securities  sold  under  repurchase  agreements,  commercial  paper,  and  other
borrowings.  In the fourth  quarter  2003,  we issued $400  million in long-term
subordinated  debt.  In  February  2004,  we used a portion of the net  proceeds
(approximately  $350  million)  from the sale of these  securities to redeem our
outstanding  Trust  Notes  with the  remainder  of the net  proceeds  from  this
offering used for general corporate purposes.

     The securities  portfolio provides additional  enhancement to our liquidity
position,  which may be created  through  either  security  sales or  repurchase
agreements.  At  March  31,  2005,  we  could  have  sold or  transferred  under
repurchase  agreements  over $7 billion of our  available  for sale  securities,
although no portion of this balance was encumbered at March 31, 2005.  Liquidity
may  also  be  provided  by the  sale  or  maturity  of  other  assets  such  as
interest-bearing  deposits in banks,  federal  funds sold,  and trading  account
securities.  The aggregate  balance of these assets averaged $1.0 billion in the
first quarter 2005. Additional liquidity may be provided through loan maturities
and sales.



                                       37

<PAGE>


REGULATORY CAPITAL

     The  following  tables  summarize  our  risk-based  capital,  risk-weighted
assets, and risk-based capital ratios.

UNIONBANCAL CORPORATION

<TABLE>
<CAPTION>

                                                                                     MINIMUM
                            MARCH 31,         DECEMBER 31,        MARCH 31,         REGULATORY
(DOLLARS IN THOUSANDS)         2004              2004               2005            REQUIREMENT
----------------------- -----------------  -----------------  -----------------  -----------------
<S>                        <C>                <C>               <C>
CAPITAL COMPONENTS
Tier 1 capital..........   $ 3,510,616        $ 3,817,698       $ 3,728,822
Tier 2 capital..........       946,422            968,294           968,292
                        -----------------  -----------------  -----------------
Total risk-based
  capital...............   $ 4,457,038        $ 4,785,992       $ 4,697,114
                        =================  =================  =================
Risk-weighted assets....   $34,132,921        $39,324,859       $41,167,052
                        =================  =================  =================
Quarterly average
  assets................   $42,597,143        $47,168,683       $47,892,405
                        =================  =================  =================
<CAPTION>

CAPITAL RATIOS            AMOUNT    RATIO    AMOUNT    RATIO    AMOUNT    RATIO     AMOUNT   RATIO
----------------------- ---------- ------  ---------- ------  ---------- ------   ---------- -----
<S>                     <C>         <C>    <C>         <C>    <C>         <C>     <C>         <C>
Total capital (to risk-
  weighted assets)..... $4,457,038  13.06% $4,785,992  12.17% $4,697,114  11.41% >$3,293,364  8.0%
                                                                                 -
Tier 1 capital (to
  risk-weighted assets)  3,510,616  10.29   3,817,698   9.71   3,728,822   9.06  > 1,646,682  4.0
                                                                                 -
Leverage(1)............  3,510,616   8.24   3,817,698   8.09   3,728,822   7.79  > 1,915,696  4.0
                                                                                 -
-------------
<FN>

(1)  Tier 1 capital  divided by  quarterly  average  assets  (excluding  certain
     intangible assets).
</FN>
</TABLE>

UNION BANK OF CALIFORNIA, N.A.
<TABLE>
<CAPTION>

                                                                                      MINIMUM       "WELL-CAPITALIZED"
                            MARCH 31,         DECEMBER 31,         MARCH 31,        REGULATORY          REGULATORY
(DOLLARS IN THOUSANDS)         2004                2004              2005           REQUIREMENT         REQUIREMENT
----------------------- -----------------  -----------------  -----------------  -----------------  -----------------
<S>                        <C>                <C>               <C>
CAPITAL COMPONENTS
Tier 1 capital.........    $ 3,513,066        $ 3,597,738       $ 3,719,837
Tier 2 capital.........        479,639            493,756           492,259
                        -----------------  -----------------  -----------------
Total risk-based
  capital..............    $ 3,992,705        $ 4,091,494       $ 4,212,096
                        =================  =================  =================
Risk-weighted assets...    $33,506,773        $38,711,682       $40,563,339
                        =================  =================  =================
Quarterly average
  assets...............    $42,045,737        $46,588,762       $47,267,803
                        =================  =================  =================
<CAPTION>

CAPITAL RATIOS            AMOUNT    RATIO    AMOUNT    RATIO    AMOUNT    RATIO    AMOUNT    RATIO    AMOUNT    RATIO
----------------------- ---------- ------  ---------- ------  ---------- ------  ----------- -----  ----------  -----
<S>                     <C>         <C>    <C>         <C>    <C>         <C>     <C>         <C>   <C>          <C>
Total capital (to risk-
  weighted assets)..... $3,992,705  11.92% $4,091,494  10.57% $4,212,096  10.38% >$3,245,067  8.0% >$4,056,334   10.0%
                                                                                 -                 -
Tier 1 capital (to
  risk-weighted assets)  3,513,066  10.48   3,597,738   9.29   3,719,837   9.17  > 1,622,534  4.0  > 2,433,800    6.0
                                                                                 -                 -
Leverage(1)............  3,513,066   8.36   3,597,738   7.72   3,719,837   7.87  > 1,890,712  4.0  > 2,363,390    5.0
                                                                                 -                 -
-------------
<FN>

(1)  Tier 1 capital  divided by  quarterly  average  assets  (excluding  certain
     intangible assets).
</FN>
</TABLE>

     We and Union Bank of California, N.A. are subject to various regulations of
the federal banking agencies,  including minimum capital  requirements.  We both
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).

     The decrease in our capital ratios from March 31, 2004, was attributable to
higher   risk-weighted   assets.  Our  Leverage  ratio  decrease  was  primarily
attributable  to a $5 billion,  or 12 percent,  increase  in  quarterly  average
assets,  which was substantially the result of increases in both our residential
mortgage and commercial loan portfolios.

     As of March 31, 2005,  management believes the capital ratios of Union Bank
of  California,  N.A.  met all  regulatory  requirements  of  "well-capitalized"
institutions,  which are 10 percent for the Total  risk-based  capital  ratio, 6
percent for the Tier 1 risk-based  capital  ratio and 5 percent for the Leverage
ratio.

BUSINESS SEGMENTS

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


                                       38

<PAGE>


     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 equity
prices. Operational risk is the potential loss due to all other factors, such as
failures in internal control,  system failures, or external events. RAROC is one
of several measures that is used to measure business unit compensation.

     The following  table  reflects the condensed  income  statements,  selected
average balance sheet items, and selected  financial  ratios,  including changes
from the prior year, 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.  Also, the table
has been expanded to include  performance center earnings.  A performance center
is a special unit whose income  generating  activities,  unlike  typical  profit
centers,  are based on other business segment units' customer base. The revenues
generated  and  expenses  incurred  for  those  transactions   entered  into  to
accommodate  our customers are allocated to other  business  segments  where the
customer  relationships  reside.  A  performance  center's  purpose is to foster
cross-selling  with a total  profitability  view of the products and services it
manages.  For example,  the Global  Markets  Trading and Sales unit,  within the
Global Markets Group, is a performance center that manages the foreign exchange,
derivatives,  and fixed income  securities  activities within the Global Markets
organization.  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 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.  Our management  reporting system
identifies balance sheet and income statement items for 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  characteristics.  Noninterest income and expense directly
or indirectly attributable to a business unit are assigned to that business. The
business  units  are  assigned  the  costs of  products  and  services  directly
attributable to their business  activity  through  standard unit cost accounting
based on volume of usage. All other corporate expenses  (overhead) are allocated
to the business units based on a predetermined percentage of usage.








                                       39


<PAGE>


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

<TABLE>
<CAPTION>

                         COMMUNITY BANKING                      COMMERCIAL
                          AND INVESTMENT                         FINANCIAL                        INTERNATIONAL
                          SERVICES GROUP                      SERVICES GROUP                      BANKING GROUP
                         -----------------                   -----------------                   ---------------
                          AS OF THE THREE    2005 VS. 2004    AS OF THE THREE    2005 VS. 2004   AS OF THE THREE   2005 VS. 2004
                           MONTHS ENDED        INCREASE/       MONTHS ENDED        INCREASE/       MONTHS ENDED      INCREASE/
                              MARCH 31,       (DECREASE)         MARCH 31,        (DECREASE)        MARCH 31,       (DECREASE)
                         -----------------  ---------------  -----------------  ---------------  ---------------  ---------------
                           2004     2005    AMOUNT  PERCENT    2004     2005     AMOUNT PERCENT    2004    2005    AMOUNT PERCENT
                         -------- --------  ------- -------  -------- --------  ------- -------  ------- -------  ------- -------
<S>                      <C>      <C>       <C>          <C> <C>      <C>       <C>          <C> <C>     <C>      <C>         <C>
RESULTS OF OPERATIONS
  AFTER PERFORMANCE
  CENTER EARNINGS
 (DOLLARS IN THOUSANDS):
  Net interest income
   (expense)...........  $174,713 $220,822  $46,109      26% $157,487 $198,136  $40,649      26% $ 7,575 $ 7,471  $  (104)    (1)%
  Noninterest income...   116,600  133,433   16,833      14    69,627   64,793   (4,834)     (7)  18,189  17,658     (531)    (3)
                         -------- --------  -------          -------- --------  -------          ------- -------  -------
  Total revenue........   291,313  354,255   62,942      22   227,114  262,929   35,815      16   25,764  25,129     (635)    (2)
  Noninterest expense..   218,956  256,782   37,826      17   104,627  108,862    4,235       4   15,683  18,345    2,662     17
  Credit expense.......     7,786    8,910    1,124      14    31,226   23,667   (7,559)    (24)     605     436     (169)   (28)
                         -------- --------  -------          -------- --------  -------          ------- -------  -------
  Income before income
    tax expense........    64,571   88,563   23,992      37    91,261  130,400   39,139      43    9,476   6,348   (3,128)   (33)
  Income tax expense...    24,698   33,875    9,177      37    28,303   43,080   14,777      52    3,625   2,428   (1,197)   (33)
                         -------- --------  -------          -------- --------  -------          ------- -------  -------
  Net income (loss)....  $ 39,873 $ 54,688  $14,815      37  $ 62,958 $ 87,320  $24,362      39  $ 5,851 $ 3,920  $(1,931)   (33)
                         ======== ========  =======          ======== ========  =======          ======= =======  =======
PERFORMANCE CENTER
  EARNINGS (DOLLARS IN
  THOUSANDS):
  Net interest income..  $    170 $     98  $   (72)    (42) $   (129)$   (166) $   (37)    (29) $     9 $    15  $     6     67
  Noninterest income...   (10,552)  (4,409)   6,143      58    16,618   10,424   (6,194)    (37)     273     548      275    101
  Noninterest expense..    (9,195)  (3,639)   5,556      60     9,576    4,187   (5,389)    (56)      43     204      161    374
  Net income (loss)....      (750)    (426)     324      43     4,305    3,836     (469)    (11)     147     222       75     51
  Total loans (dollars
    in millions).......        27       26       (1)     (4)      (44)     (57)     (13)    (30)      --      --       --     na
AVERAGE BALANCES(DOLLARS
  IN MILLIONS):
  Total loans(1).......  $ 12,092 $ 14,514  $ 2,422      20  $ 12,085 $ 14,851  $ 2,766      23  $ 1,565 $ 1,627  $    62      4
  Total assets.........    13,310   15,918    2,608      20    14,192   18,011    3,819      27    2,004   2,016       12      1
  Total deposits(1)....    18,666   20,268    1,602       9    13,338   14,874    1,536      12    1,663   1,582      (81)    (5)
FINANCIAL RATIOS:
  Risk adjusted return
    on capital(2)......        23%      28%                        17%      22%                       41%     25%
  Return on average
    assets(2)..........      1.20     1.39                       1.78     1.97                      1.17    0.79
  Efficiency ratio(3)..     75.16    72.49                      46.07    41.40                     60.87   73.00

</TABLE>

<TABLE>
<CAPTION>

                             GLOBAL                                                                 UNIONBANCAL
                          MARKETS GROUP                            OTHER                            CORPORATION
                         ---------------                     ------------------                  -----------------
                         AS OF THE THREE    2005 VS 2004      AS OF THE THREE    2005 VS 2004     AS OF THE THREE
                          MONTHS ENDED        INCREASE/         MONTHS ENDED      INCREASE/        MONTHS ENDED
                             MARCH 31,       (DECREASE)           MARCH 31,      (DECREASE)          MARCH 31,
                         ---------------  -----------------  ------------------ ---------------  ----------------- ---------------
                           2004    2005    AMOUNT   PERCENT    2004     2005    AMOUNT  PERCENT    2004     2005   AMOUNT  PERCENT
                         ------- -------  --------  -------  -------- --------- ------- -------  -------- -------- ------  -------
<S>                      <C>     <C>      <C>         <C>    <C>      <C>       <C>         <C>  <C>      <C>      <C>         <C>
RESULTS OF OPERATIONS
  AFTER PERFORMANCE
  CENTER EARNINGS
 (DOLLARS IN THOUSANDS):
  Net interest income
   (expense)...........  $38,440 $(6,253) $(44,693)   (116)% $ 22,206 $  20,623 $(1,583)    (7)% $400,421 $440,799 $40,378     10%
  Noninterest income...    1,541     839      (702)    (46)     5,248     6,038     790     15    211,205  222,761  11,556      5
                         ------- -------  --------           -------- --------- -------          -------- -------- -------
  Total revenue........   39,981  (5,414)  (45,395)   (114)    27,454    26,661    (793)    (3)   611,626  663,560  51,934      8
  Noninterest expense..    6,427   4,183    (2,244)    (35)    27,413    19,295  (8,118)   (30)   373,106  407,467  34,361      9
  Credit expense
   (income)............       50      55         5      10    (44,667)  (41,068)  3,599     (8)    (5,000)  (8,000) (3,000)    60
                         ------- -------  --------           -------- --------- -------          -------- -------- -------
  Income (loss) before
    income tax expense
    (benefit)..........   33,504  (9,652)  (43,156)   (129)    44,708    48,434   3,726      8    243,520  264,093  20,573      8
  Income tax expense
    (benefit)..........   12,815  (3,692)  (16,507)   (129)    16,592     6,425 (10,167)   (61)    86,033   82,116  (3,917)    (5)
                         ------- -------  --------           -------- --------- -------          -------- -------- -------
  Net income (loss)....  $20,689 $(5,960) $(26,649)   (129)  $ 28,116 $  42,009 $13,893     49   $157,487 $181,977 $24,490     16
                         ======= =======  ========           ======== ========= =======          ======== ======== =======
PERFORMANCE CENTER
  EARNINGS (DOLLARS IN
  THOUSANDS):
  Net interest income..  $  (150)$  (106) $     44      29   $    100 $     159 $    59     59   $     -- $     -- $    --     na
  Noninterest income...  (10,196) (9,679)      517       5      3,857     3,116    (741)   (19)        --       --      --     na
  Noninterest expense..   (1,906) (1,442)      464      24      1,482       690    (792)   (53)        --       --      --     na
  Net income (loss)....   (5,212) (5,152)       60       1      1,510     1,520      10      1         --       --      --     na
  Total loans (dollars
    in millions).......       --      --        --      na         17        31      14     82         --       --      --     na
AVERAGE BALANCES
(DOLLARS IN MILLIONS):
  Total loans(1).......  $   126 $    64  $    (62)    (49)  $    274 $     247 $   (27)   (10)  $ 26,142 $ 31,303 $ 5,161     20
  Total assets.........   12,382  10,981    (1,401)    (11)     1,163     1,352     189     16     43,051   48,278   5,227     12
  Total deposits(1)....    1,100   1,764       664      60      1,173     1,181       8      1     35,940   39,669   3,729     10
FINANCIAL RATIOS:
  Risk adjusted return
    on capital(2)......        9     (3)%                          na        na                        na       na
  Return on average
    assets(2)..........     0.67   (0.22)                          na        na                      1.47     1.53%
  Efficiency ratio(3)..    16.08      nm                           na        na                     60.84    60.80

-----------------
<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)  Annualized

(3)  The efficiency  ratio is noninterest  expense,  excluding  foreclosed asset
     expense (income) and provision for losses on off-balance sheet commitments,
     as a percentage of net interest income and noninterest income.

na = not applicable

nm = not meaningful
</FN>
</TABLE>

                                       40

<PAGE>



     COMMUNITY BANKING AND INVESTMENT SERVICES GROUP

     The Community  Banking and Investment  Services  Group  provides  financial
products  including  a set of  credit,  deposit,  trust,  risk  management,  and
insurance products delivered through branches,  relationship  managers,  private
bankers,  trust  administrators,  and insurance  agents to individuals and small
businesses.

     During the first quarter 2005, net income  increased by 37 percent over the
same  period in 2004,  reflecting  the  group's  continued  focus on growing the
consumer asset portfolio and attracting retail and small business deposits.

     The group's  strategy is to grow assets  through an expanded small business
sales  force,  increased  emphasis  on real estate  secured  and Small  Business
Administration (SBA) guaranteed loans to small business,  and a stronger network
of residential real estate brokers.  Increasing demand for home equity loans and
more effective  cross-selling  tactics have led to an overall growth in consumer
loans,  despite  run-off of  discontinued  auto  dealer and auto lease  lines of
business. In addition,  the group expects a larger branch network,  created from
new branches and acquired  branches,  to improve growth  prospects when combined
with more robust efforts in the telephone and internet channels.

     Total core deposit growth  demonstrates  the group's  continued  success in
attracting mass retail,  affluent  consumers and small business deposits through
marketing  activities,  relationship  management,  increased and improved  sales
resources,  new locations, and new products. Among the more successful marketing
activities has been the "Power Bank" network,  in Fresno,  California and in the
Central  Coast region of  California.  These  branches  offer an expanded set of
service options,  extended hours and have been remodeled to improve the customer
experience with facility enhancements.  We do not, however, intend to expand the
"Power Bank" to additional markets in 2005 until we better understand the return
on  our   investment  in  facilities   and  improved   service.   The  focus  on
enterprise-wide  cross-sell  has been  particularly  effective  in our  affluent
market  where a key  strategy of The Private  Bank is to expand its  business by
leveraging  existing  Bank  client  relationships.   These  activities,  in  the
aggregate, have resulted in an increase of 12 percent in core deposits.

     The largest  portion of the 14 percent  increase in noninterest  income was
due to an increase in deposit fees and trust fees,  which were  attributable  to
the recently acquired  portfolios from CNA Trust (renamed TruSource) and the BTM
Trust Company.  Overall,  total revenues for the first quarter 2005 increased by
over 22 percent compared to the first quarter 2004.

     The Community  Banking and  Investment  Services Group is comprised of five
major divisions:  Community Banking,  Wealth Management,  Institutional Services
and Asset Management, Consumer Asset Management, and Insurance Services

     COMMUNITY BANKING serves its customers through 312 full-service branches in
California,  4 full-service branches in Oregon and Washington,  and a network of
588 proprietary  ATMs.  Customers may also access our services 24 hours a day by
telephone  or through our WEBSITE at  WWW.UBOC.COM.  In  addition,  the division
offers automated teller and point-of-sale merchant services.

     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 consumer financing;

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

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

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


                                       41

<PAGE>


     WEALTH MANAGEMENT  provides  comprehensive  private banking services to our
affluent clientele.

     o    The Private Bank focuses primarily on delivering 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  deposit  and credit  products.  A key  strategy of The
          Private Bank is to expand its  business by  leveraging  existing  Bank
          client relationships.  Through 14 existing locations, The Private Bank
          relationship   managers  offer  all  of  our  available  products  and
          services.

     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 institutional clients and our
          proprietary  mutual funds,  the  affiliated  HighMark  Funds.  It also
          provides advisory services to Union Bank of California, N.A. trust and
          agency clients, including corporations, pension funds and individuals.
          HighMark  Capital  Management,  Inc. also provides mutual fund support
          services. HighMark Capital Management,  Inc.'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    Institutional   Services  provides   custody,   corporate  trust,  and
          retirement plan services.  Custody Services provides both domestic and
          international   safekeeping/settlement   services   in   addition   to
          securities lending.  Corporate Trust acts as trustee for corporate and
          municipal  debt  issues  and  provides  escrow  services.   Retirement
          Services  provides  a  full  range  of  defined  benefit  and  defined
          contribution  administrative  services,  including  trustee  services,
          administration,  investment management, and 401(k) valuation services.
          The  client  base  of  Institutional   Services   includes   financial
          institutions,  corporations,  government agencies,  unions,  insurance
          companies,   mutual  funds,   investment   managers,   and  non-profit
          organizations.  Institutional  Services'  strategy  is to  continue to
          leverage  and  expand  its  position  in  our  target   markets.   The
          acquisition  of CNA Trust  Company  (renamed  TruSource)  expanded our
          retirement processing capability by providing outsourcing services for
          direct distributors of retirement products,  and strengthened capacity
          to support  smaller  plans.  The  acquisition  of the corporate  trust
          portfolio of BTM Trust Company enhanced our capability in the areas of
          municipal and project finance trustee and agent services.

     CONSUMER   ASSET   MANAGEMENT   provides  the   centralized   underwriting,
processing,   servicing,  collection  and  administration  for  consumer  assets
including residential mortgages.

     INSURANCE  SERVICES  provides a wide range of risk management  services and
insurance   products  to  business  and  retail  customers  through  offices  in
California and Oregon.

     Through alliances with other financial institutions,  the Community Banking
and Investment Services Group offers additional  products and services,  such as
credit  cards,  merchant  bank cards,  leasing,  and  asset-based  and leveraged
financing.

     The group  competes  with larger  banks by  attempting  to provide  service
quality superior to that of its major competitors.  The group's primary means of
competing with community  banks include its branch network and its technology to
deliver  banking  services.  The group also offers  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.


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<PAGE>


     COMMERCIAL FINANCIAL SERVICES GROUP

     The  Commercial   Financial   Services  Group  offers  financing  and  cash
management  services to middle market and large corporate  businesses  primarily
headquartered in the western United States.  The group has continued to focus on
specific geographic markets and industry segments such as energy, entertainment,
and real  estate.  Relationship  managers  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 cash management services delivered
through deposit managers with significant  industry  expertise and experience in
cash  management  solutions for businesses,  correspondent  banks and government
entities.

     In  the  first  quarter  2005,  the  increase  in  net  income  was  due to
significant growth in both loans and deposits.  Net interest income increased by
26  percent  due to higher  demand  deposits  and a higher  margin on  deposits,
resulting in a $41 million  improvement over the prior year. Deposit growth came
primarily  from sales  successes  in middle  market,  corporate  and real estate
industries. In addition to new sales, pricing strategies to retain volume helped
to  offset  the  disintermediation   associated  with  a  rising  interest  rate
environment.  Our title/escrow  deposits were not a significant source of growth
in the first quarter.

     First  quarter  2005  average  loans  increased by 23 percent over the same
period last year.  This is primarily due to the  acquisition of Jackson  Federal
and continued  improvement in our approach to the commercial real estate market.
The margin on deposits  improved  through a combination of increased  volume and
higher internal valuation rates.

     The decrease in noninterest income was mainly attributable to lower deposit
fees due to an  increase  in the  earnings  credit  available  to our  wholesale
customers  as a result of higher  interest  rates;  lower  credit card fees as a
result of the sale of the merchant portfolio; and lower syndication fees, offset
by the first quarter gain in revenue of 16 percent.  The increase in noninterest
expense  during the first quarter 2005,  compared to the first quarter 2004, was
primarily  attributable  to outside  services  expense from vendor bills paid on
behalf of our commercial customers.

     The  group's  initiatives  during 2005 will  continue to include  expanding
wholesale  deposit  activities and increasing  domestic  trade  financing.  Loan
strategies  include  originating,  underwriting  and  syndicating  loans in core
competency  markets,  such as the California  middle-market,  corporate banking,
commercial real estate, energy, entertainment,  equipment leasing and commercial
finance.  The group is  particularly  strong in processing  services,  including
services such as Automated  Clearing  House (ACH),  check  processing,  and cash
vault services.

     The  Commercial  Financial  Services  Group is comprised  of the  following
business units:

     o    the Commercial Banking Division, which serves California middle-market
          and  large  corporate   companies  with  commercial   lending,   trade
          financing, and asset-based loans;

     o    the Corporate Deposit and Treasury Management Division, which provides
          deposit  and cash  management  expertise  to  middle-market  and large
          corporate clients,  government agencies and specialized industries and
          manages the Bank's web strategies for retail,  small business,  wealth
          management and commercial clients;

     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  corporate
          financing and project  financing to oil and gas companies,  as well as
          power and utility companies, nationwide; and

     o    the Corporate  Capital Markets Division,  which provides  financing to
          middle-market and large corporate clients in their defined  industries
          and geographic markets,  together with limited merchant and investment
          banking related products and services.


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<PAGE>


     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 other
banks primarily on the basis of the quality of its  relationship  managers,  the
level of industry expertise,  the delivery of quality customer service,  and its
reputation as a "business bank". The group also 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,  the group
competes with investment banks, commercial finance companies, leasing companies,
and insurance companies.

     INTERNATIONAL BANKING GROUP

     Our   International   Banking   Group   primarily   focuses  on   providing
correspondent  banking  and trade  finance  related  products  and  services  to
international financial institutions worldwide. This focus includes products and
services  such as letters of credit,  international  payments,  collections  and
providing  short-term  financing.  The majority of the revenue generated is from
financial institutions domiciled outside the U.S.

     The  group's  business  revolves  around  providing  correspondent  banking
services  and  short-term  financing,  mostly  to  financial  institutions.  Net
interest  income in the first quarter 2005 was  basically  flat compared to same
period  last year  despite a decline  of $56  million in DDA  balances  and $196
million in Sweep  balances  due to our  decision  to exit from the  Russian  and
former Soviet bloc markets.  Adjusting  for this  decline,  net interest  income
increased  by $0.8  million or 13  percent.  This  growth was mainly a result of
higher  earnings  credit rate on slightly  higher core demand  deposit  balances
partially  offset by narrowing  spreads on earning assets due to rising interest
rates.  The noninterest  income decline was mainly  attributable to reduced fees
due to the exit from the Russian and former Soviet bloc markets. The increase in
noninterest  expense was  attributable  to costs  incurred for  compliance  with
anti-money laundering and Banking Secrecy Act regulations.

     The  group  has a long  history  of  providing  correspondent  banking  and
trade-related products and services to international financial institutions.  We
believe  the  group  continues  to  achieve  strong  customer   loyalty  in  the
correspondent  banking  markets,  but there are certain  trends in these markets
that could materially adversely affect our international  correspondent  banking
business. These trends include heightened regulatory burdens related to the Bank
Secrecy Act and other  anti-money  laundering laws and  regulations,  as well as
consolidation of banks in key international markets and increased  technological
investments  and competition  from major banks that are active in  international
correspondent  banking.  The International  Banking Group,  headquartered in San
Francisco, also maintains offices in Asia, Latin America and Eastern Europe, and
an international banking subsidiary in New York.

     GLOBAL MARKETS GROUP

     The Global  Markets  Group  operates to support all of the Bank's  business
groups and serve the  Company  as a whole.  This  group is  responsible  for our
treasury management,  which encompasses wholesale funding, liquidity management,
and  interest  rate  risk  management  including  the ALM  securities  portfolio
management  and  derivatives  hedging  activities.   These  treasury  management
activities are carried out to counter-balance the residual risk positions of the
Company's  core balance  sheet and to manage those risks  conservatively  within
prudent  guidelines.  (For more discussion on these risk management  activities,
see  "Quantitative and Qualitative  Disclosures About Market Risk".)  Associated
with this function,  the results of the treasury unit within this group includes
the funds transfer  pricing results for the entire  company,  which allocates to
the other  business  segments  their cost of funds on all asset  categories  and
credit for funds on all liability categories.  Another important function of the
Global  Markets  Group is the  offering of a broad range of market  products and
risk management  products in its UBOC Markets unit. The products include foreign
exchange and interest rate  derivatives.  In the fourth quarter 2004,  this unit
began offering certain energy  commodity  derivative hedge products on a limited
scale,  to serve our energy sector  client base.  The UBOC Markets unit includes
the Bank's  brokerage  subsidiary,  UnionBanc


                                       44

<PAGE>


Investment  Services LLC, whose  profitability  flows into the Community Banking
and  Investment  Services  Group.  The income of UBOC  Markets  attributable  to
business  with our clients is allocated,  through  performance  centers,  to the
business units.

     Total revenue for the first quarter of 2005 decreased compared to the first
quarter of 2004, due mainly to the decrease in net interest income. The decrease
in net interest  income was primarily the result of a decline in income from ALM
derivative  hedges, and from the net impact of changes in transfer pricing rates
over the period as market rates increased.

     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 certain other
          nonrecurring items such as the results of operations of certain parent
          company  non-bank  subsidiaries  and  the  elimination  of  the  fully
          taxable-equivalent basis amount;

     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 adjustment  between the tax expense calculated under RAROC using a
          tax rate of 38.25 percent and the Company's effective tax rates;

     o    the Pacific Rim Corporate Group,  with assets of $242 million at March
          31, 2005,  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 in Japan; and

     o    the residual costs of support groups.

     The first  quarter 2005  financial  results were  impacted by the following
factors:

     o    Credit expense  (income) of ($41.1)  million was due to the difference
          between  the $8.0  million  reversal  of  provision  for  loan  losses
          calculated  under our US GAAP  methodology  and the $33.1  million  in
          expected losses for the reportable  business segments,  which utilizes
          the RAROC methodology;

     o    Net interest  income is the result of  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
          deposits in the Pacific Rim Corporate Group;

     o    Noninterest income $6.0 million;

     o    Noninterest  expense of $19.3 million declined partially  attributable
          to  lower   litigation   expenses  and  refinements  in  our  overhead
          allocations in the first quarter of 2005; and

     o    Income tax expense  included a credit  adjustment  of $10.0 million to
          reflect a reduction in reserves to the Internal  Revenue  Service with
          respect to the tax treatment of certain leasing transactions.

     The first  quarter 2004  financial  results were  impacted by the following
factors:

     o    Credit expense  (income) of ($44.7)  million was due to the difference
          between  the $5.0  million  reversal  in  provision  for  loan  losses
          calculated  under our US GAAP  methodology  and the $39.7  million  in
          expected losses for the reportable  business segments,  which utilizes
          the RAROC methodology;

     o    Net interest  income is the result of  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
          deposits in the Pacific Rim Corporate Group;


                                       45

<PAGE>


     o    Noninterest income $5.2 million;

     o    Noninterest expense of $27.4 million; and

     o    Income tax expense  included a credit  adjustment  of $6.0  million to
          reflect a reduction in the estimate of California tax expense.

REGULATORY MATTERS

     On October 18, 2004, Union Bank of California  International entered into a
written  agreement  with the Federal  Reserve Bank of New York relating to Union
Bank of  California  International's  Bank Secrecy Act  controls and  processes.
Union  Bank  of  California  International  is  wholly-owned  by  Union  Bank of
California,  N.A., which is wholly-owned by UnionBanCal Corporation.  Union Bank
of California  International  is  headquartered in New York City and, as an Edge
Act  subsidiary,  is limited to engaging in  international  banking  activities.
Union Bank of California  International is implementing a plan to strengthen its
Bank Secrecy Act controls and processes.

     As  previously  disclosed in our  December  31, 2004 Annual  Report on Form
10-K, we expected and on March 23, 2005,  Union Bank of  California,  N.A.,  did
receive  from the  Office of the  Comptroller  of the  Currency,  its  principal
regulator,  a  memorandum  of  understanding,   which  requires  Union  Bank  of
California,  N.A. to strengthen its Bank Secrecy Act and  anti-money  laundering
controls and processes. The memorandum of understanding did not impose any fines
or penalties.

     Management is committed to resolving  the issues  raised by the  regulators
and is continuing to take action aimed at resolving these matters.

     These regulatory matters may adversely affect UnionBanCal Corporation's and
Union Bank of  California,  N.A.'s  ability to obtain  regulatory  approvals for
future  initiatives  requiring  regulatory  approval,   including  acquisitions.
However,  neither this effect,  Union Bank of California,  N.A.'s  memorandum of
understanding with the Office of the Comptroller of the Currency,  Union Bank of
California  International's agreement with the Federal Reserve Bank of New York,
nor the financial impact of enhanced Bank Secrecy Act and anti-money  laundering
controls and  processes,  are expected to have a material  adverse impact on the
financial  condition or results of operations of Union Bank of California,  N.A.
or UnionBanCal Corporation.

FACTORS THAT MAY AFFECT FUTURE RESULTS

     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. We may make
forward-looking  statements  in our  Securities  and Exchange  Commission  (SEC)
filings,  press  releases,  news  articles,  conference  calls with analysts and
stockholders  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,"  "target,"  "anticipate,"  "intend,"  "plan,"  "estimate,"
"potential,"  "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 to us at the date of these statements. We
do  not  undertake  to  update  forward-looking  statements  to  reflect  facts,
circumstances,   assumptions   or  events   that   occur   after  the  date  the
forward-looking statements are made.

     In  this  document,   for  example,  we  make  forward-looking   statements
discussing our expectations about:

     o    Pending legal actions

     o    Credit quality and provision for credit losses


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<PAGE>


     o    Net interest income including income from derivative hedges

     o    The impact of increases in interest rates and growth in our commercial
          loan portfolio on our net interest margin

     o    The impact of strategic investments on our business

     o    The unallocated portion of our allowance for credit losses

     o    Our sensitivity to changes in interest rates

     o    The asset sensitivity of our balance sheet

     o    Increased regulatory controls and processes regarding Bank Secrecy Act
          and anti-money laundering matters

     o    Trends in  international  markets,  which could  adversely  affect our
          international correspondent banking business

     o    Future legislative and regulatory developments, including the proposed
          repeal of Regulation Q

     There are numerous risks and uncertainties that could and will cause actual
results  to  differ  materially  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, and results of operations or prospects.  Such risks and uncertainties
include,  but are not limited to those listed in "Industry Factors" and "Company
Factors."

     Readers  of  this  document  should  not  rely  solely  on  forward-looking
information and should consider all uncertainties and risks disclosed throughout
this  document and in our other reports to the SEC,  including,  but not limited
to, those discussed  below. Any factor described in this report could by itself,
or  together  with one or more other  factors,  adversely  affect our  business,
future prospects,  results of operations or financial condition.  There are also
other  factors that we have not  described in this report and our other  reports
that could cause our results to differ from our expectations.

INDUSTRY FACTORS

     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,  decreases  in interest  rates could
result in an  acceleration of loan  prepayments.  An increase in market interest
rates 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
or other  borrowings.  The impact  could  result in a decrease  in our  interest
income  relative to interest  expense.

     THE  CONTINUING  WAR ON TERRORISM  COULD  ADVERSELY  AFFECT U.S. AND GLOBAL
     ECONOMIC CONDITIONS

     Acts or  threats  of  terrorism  and  actions  taken by the  U.S.  or other
governments  as a result of such acts or threats may result in a  disruption  of
U.S. and global  economic and financial  conditions and could  adversely  affect
business  and  economic  and  financial  conditions  in the  U.S.  and  globally
generally and in our principal markets.


                                       47

<PAGE>


     SUBSTANTIAL COMPETITION COULD ADVERSELY AFFECT US

     Banking is a highly  competitive  business.  We compete  actively for loan,
deposit,  and other  financial  services  business  in  California,  Oregon  and
Washington, as well as nationally and internationally. Our competitors include a
large number of state and national banks, thrift institutions, credit unions and
major  foreign-affiliated  or  foreign  banks,  as well as  many  financial  and
nonfinancial firms that offer services similar to those offered by us, including
many large securities  firms.  Some of our competitors are community or regional
banks that have strong local market positions.  Other competitors  include large
financial  institutions that have substantial capital,  technology and marketing
resources that are well in excess of ours. 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.

     ADVERSE EFFECTS OF, OR CHANGES IN, BANKING OR OTHER LAWS AND REGULATIONS OR
     GOVERNMENTAL FISCAL OR MONETARY POLICIES 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 will likely continue in the future. Laws, regulations
or policies,  including  accounting  standards  and  interpretations,  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 future  changes in laws,
regulations,  policies or interpretations or regulatory approaches to compliance
and  enforcement,   including  requirements   concerning   enterprise-wide  risk
management and the proposed  repeal of Regulation Q, barring payment of interest
on business accounts.  Additionally, our international activities may be subject
to the laws and  regulations  of the  jurisdiction  in which  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 and the Federal  Reserve Board may adversely
affect our  activities  and  investments  and those of our  subsidiaries  in the
future.

     Additionally,  our  business  is affected  significantly  by the fiscal and
monetary  policies  of the U.S.  federal  government  and its  agencies.  We are
particularly  affected  by the  policies  of the Federal  Reserve  Board,  which
regulates the supply of money and credit in the U.S. Under long-standing  policy
of the Federal  Reserve  Board,  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. Among the
instruments of monetary  policy  available to the Federal  Reserve Board are (a)
conducting open market operations in U.S.  government  securities,  (b) changing
the discount rates on borrowings by depository institutions, and (c) imposing or
changing  reserve  requirements  against  certain  borrowings by banks and their
affiliates.  These  methods  are used in varying  degrees  and  combinations  to
directly  affect the  availability  of bank loans and  deposits,  as well as the
interest  rates  charged  on loans and paid on  deposits.  The  policies  of the
Federal  Reserve Board may have a material  effect on our  business,  prospects,
results of operations and financial condition.

     The Check Clearing for the 21st Century Act (Check 21) became  effective on
October 28,  2004.  Check 21 is designed to foster  innovation  in the  payments
system and to enhance its  efficiency by reducing some of the legal  impediments
to check  truncation  (that is, the banking process by which cancelled  original
checks  are not  returned  to the  customer  with the  customer's  regular  bank
statement).  The law facilitates  check  truncation by creating a new negotiable
instrument  called a  substitute  check,  which would  permit  banks to truncate
original checks,  to process check  information  electronically,  and to deliver
substitute checks to banks that want to continue receiving paper checks. The law
does not require banks to accept  checks in electronic  form nor does it require
banks to use the new authority granted by Check 21 to create


                                       48

<PAGE>


substitute  checks.  In order to manage and  control  the  changes  which may be
necessitated  by Check 21, we have  established a "Check 21  Initiative  Project
Management  Structure,"  composed of representatives  from many of our business,
operating and support units.  The objective of this initiative is to allow us to
prioritize  and  allocate  our  resources  and  mitigate  risk  to  our  ongoing
operations.  It is not possible at this time to predict the long-term  financial
impact of Check 21 on our business.

     Refer to "Supervision and Regulation" in our Annual Report on Form 10-K for
the year ended  December 31, 2004,  and  "Regulatory  Matters" for discussion of
other laws and regulations,  including the Bank Secrecy Act and other anti-money
laundering laws and regulations that may have a material effect on our business,
prospects,  results of operations and financial condition.

     CHANGES IN  ACCOUNTING  STANDARDS  COULD  MATERIALLY  IMPACT OUR  FINANCIAL
     STATEMENTS

     From time to time the Financial  Accounting  Standards  Board,  the SEC and
bank  regulators  change the financial  accounting and reporting  standards that
govern the  preparation of our financial  statements.  These changes can be very
difficult  to  predict  and can  materially  impact how we record and report our
financial  condition  and  results of  operations.  In some  cases,  we could be
required  to apply a new or revised  standard  retroactively,  resulting  in our
restating prior period financial statements.

     THERE ARE AN INCREASING NUMBER OF NON-BANK COMPETITORS  PROVIDING FINANCIAL
     SERVICES

     Technology  and  other  changes  increasingly  allow  parties  to  complete
financial  transactions  electronically,  and in many cases,  without banks. For
example,  consumers  can pay bills and  transfer  funds over the internet and by
telephone  without banks.  Many non-bank  financial service providers have lower
overhead costs and are subject to fewer regulatory constraints.  If consumers do
not use banks to complete their  financial  transactions,  we could  potentially
lose fee income, deposits and income generated from those deposits.

COMPANY FACTORS

     ADVERSE CALIFORNIA ECONOMIC CONDITIONS COULD ADVERSELY AFFECT OUR BUSINESS

     A substantial majority of our assets, deposits and fee income 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.  Economic  conditions in California are subject to
various uncertainties at this time, including the pace and scope of the recovery
in the technology  sector,  and the  California  state  government's  continuing
budgetary and fiscal difficulties. If economic conditions in California decline,
we expect that our level of problem  assets could increase and our prospects for
growth  could be  impaired.  The State of  California  continues  to face fiscal
challenges,  the  long-term  impact of which on the  State's  economy  cannot be
predicted  with  any  certainty.

     ADVERSE  ECONOMIC  FACTORS  AFFECTING  CERTAIN  INDUSTRIES  WE SERVE  COULD
     ADVERSELY AFFECT OUR BUSINESS

     We are subject to certain industry-specific  economic factors. For example,
a significant  and increasing  portion of our total loan portfolio is related to
residential real estate,  especially in California.  Accordingly,  a downturn in
the real  estate and  housing  industries  in  California  could have an adverse
effect on our  operations  and the quality of our real  estate  loan  portfolio.
Increases in residential mortgage loan interest rates could also have an adverse
effect on our  operations  by  depressing  new mortgage  loan  originations.  We
provide  financing to  businesses  in a number of other  industries  that may be
particularly  vulnerable to  industry-specific  economic factors,  including the
commercial real estate industry, the communications / media industry, the retail
industry,  the airline industry, the power industry and the technology industry.
Recent  increases  in fuel  prices and  energy  costs  have  adversely  affected
businesses in several of these  industries.  Industry-specific  risks are beyond
our control  and could  adversely  affect our  portfolio  of loans,


                                       49

<PAGE>


potentially resulting in an increase in nonperforming loans or charge-offs and a
slowing of growth or reduction in our loan portfolio.

     WE ARE NOT ABLE TO OFFER ALL OF THE  FINANCIAL  SERVICES  AND PRODUCTS OF A
     FINANCIAL HOLDING COMPANY

     Banks,  securities  firms,  and  insurance  companies  can now combine as a
"financial holding company." Financial holding companies can offer virtually any
type of financial service, including banking, securities underwriting, insurance
(both agency and  underwriting),  and merchant banking.  Many of our competitors
have  elected  to become  financial  holding  companies.  Recently,  a number of
foreign banks have acquired  financial  holding  companies in the U.S.,  further
increasing   competition   in  the  U.S.   market.   Under  current   regulatory
interpretations,  Mitsubishi  Tokyo Financial  Group,  Inc. would be required to
make a financial  holding  company  election.  We do not expect that  Mitsubishi
Tokyo Financial Group, Inc. will make such an election in the near future.

     OUR STOCKHOLDER VOTES ARE CONTROLLED BY THE BANK OF TOKYO-MITSUBISHI, LTD.;
     OUR INTERESTS AND THOSE OF OUR MINORITY STOCKHOLDERS MAY NOT BE THE SAME AS
     THOSE OF THE BANK OF TOKYO-MITSUBISHI, LTD.

     The Bank of Tokyo-Mitsubishi, Ltd., a wholly-owned subsidiary of Mitsubishi
Tokyo Financial  Group,  Inc., 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 can control the vote on all matters,  including:  approval of
mergers or other business  combinations;  a sale of all or substantially  all of
our assets;  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
our common stock or other  equity  securities;  and other  matters that might be
favorable to The Bank of Tokyo-Mitsubishi,  Ltd. A majority of our directors are
independent  of The  Bank of  Tokyo-Mitsubishi,  Ltd.  and 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,  we could designate ourselves
as a  "controlled  company"  under the New York Stock  Exchange  Rules and could
change the  composition  of our Board of  Directors  so that the Board would not
have a majority of independent directors.  The Bank of Tokyo-Mitsubishi,  Ltd.'s
ability  to  prevent an  unsolicited  bid for us or any other  change in control
could also have an  adverse  effect on the  market  price for our common  stock.

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

     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 it to sell shares more easily. In
addition,  The Bank of  Tokyo-Mitsubishi,  Ltd.  could sell shares of our common
stock without  registration under certain  circumstances,  such as in a "private
placement."  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 the market price of our common stock. 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  stockholder.

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

     We fund our operations independently of The Bank of Tokyo-Mitsubishi,  Ltd.
and  Mitsubishi  Tokyo  Financial  Group,  Inc.  and believe our business is not
necessarily  closely  related  to  the  business  or  outlook  of  The  Bank  of
Tokyo-Mitsubishi,  Ltd. or Mitsubishi Tokyo Financial Group, Inc.  However,  The
Bank of


                                       50

<PAGE>


Tokyo-Mitsubishi,  Ltd.'s and Mitsubishi  Tokyo Financial  Group,  Inc.'s credit
ratings may affect our credit ratings.  The Bank of  Tokyo-Mitsubishi,  Ltd. and
Mitsubishi Tokyo Financial Group, Inc. are also subject to regulatory  oversight
and review by Japanese and U.S. regulatory authorities.  Our business operations
and expansion plans could be negatively  affected by regulatory concerns related
to the  Japanese  financial  system,  The  Bank  of  Tokyo-Mitsubishi,  Ltd.  or
Mitsubishi Tokyo Financial Group,  Inc., and other  developments  concerning The
Bank of  Tokyo-Mitsubishi,  Ltd. or  Mitsubishi  Tokyo  Financial  Group,  Inc.,
including  the  proposed  merger with UFJ  Holdings,  Inc.,  which may result in
capital   constraints  as  well  as  additional  Japanese  and  U.S.  regulatory
constraints.


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

     The Bank of  Tokyo-Mitsubishi,  Ltd.'s  view of  possible  new  businesses,
strategies,  acquisitions,  divestitures  or other  initiatives  may differ from
ours. This may delay or hinder us from pursuing such initiatives.

     Also,  as  part  of  The  Bank  of  Tokyo-Mitsubishi,  Ltd.'s  normal  risk
management processes,  The Bank of Tokyo-Mitsubishi,  Ltd. manages global credit
and other types of exposures and concentrations on an aggregate basis, including
exposures and concentrations at UnionBanCal  Corporation.  Therefore, at certain
levels or in certain  circumstances,  our ability to approve  certain credits or
other  banking  transactions  and  categories  of  customers  is  subject to the
concurrence of The Bank of  Tokyo-Mitsubishi,  Ltd. We may wish to extend credit
or  furnish  other  banking  services  to the  same  customers  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 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 U.S. banking markets.

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

     As a holding  company,  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 were
to  liquidate,   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.

     OUR ABILITY TO MAKE  ACQUISITIONS IS SUBJECT TO REGULATORY  CONSTRAINTS AND
     RISKS   ASSOCIATED   WITH  POTENTIAL   ACQUISITIONS   OR   DIVESTITURES  OR
     RESTRUCTURINGS MAY ADVERSELY AFFECT US

     Our ability to obtain  regulatory  approval of  acquisitions  is subject to
constraints  related to the Bank Secrecy Act, as described in  "Supervision  and
Regulation"  in our Annual  Report on Form 10-K for the year ended  December 31,
2004, and above in "Regulatory  Matters." Subject to our ability to successfully
address these regulatory concerns, we may seek to acquire or invest in financial
and  non-financial  companies  that  complement  our  business.  There can be no
assurance  that we will be  successful  in completing  any such  acquisition  or
investment  as this  will  depend  on the  availability  of  prospective  target
opportunities  at valuation  levels we find  attractive and the  competition for
such opportunities from other parties. In addition,  we continue to evaluate the
performance  of all of our businesses and business lines and may sell a business
or business line. Any acquisitions, divestitures or restructurings may result in
the issuance of potentially dilutive equity securities,  significant write-offs,
including  those  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,   results  of  operations  and  financial   condition.   Acquisitions,
divestitures or


                                       51

<PAGE>


restructurings could involve numerous additional risks including difficulties in
obtaining  any  required  regulatory   approvals  and  in  the  assimilation  or
separation of operations,  services,  products and  personnel,  the diversion of
management's  attention  from other  business  concerns,  higher  than  expected
deposit attrition (run-off),  divestitures  required by regulatory  authorities,
the disruption of our business,  and the potential loss of key employees.  There
can be no assurance that we will be successful in addressing  these or any other
significant risks encountered.

     PRIVACY RESTRICTIONS COULD ADVERSELY AFFECT OUR BUSINESS

     Our business  model  relies,  in part,  upon  cross-marketing  the services
offered by us and our  subsidiaries  to our  customers.  Laws that  restrict our
ability to share information  about customers within our corporate  organization
could  adversely  affect our  business,  results  of  operations  and  financial
condition.

     WE RELY ON THIRD PARTIES FOR IMPORTANT PRODUCTS AND SERVICES

     Third party vendors  provide key components of our business  infrastructure
such as internet connections, network access and mutual fund distribution. While
we have selected  these third party vendors  carefully,  we do not control their
actions.  Any problems  caused by these third parties,  including as a result of
their not providing us their services for any reason or their  performing  their
services  poorly,  could  adversely  affect our ability to deliver  products and
services to our customers and otherwise to conduct our business. Replacing these
third party vendors could also entail significant delay and expense.

     SIGNIFICANT  LEGAL  ACTIONS  COULD  SUBJECT  US  TO  SUBSTANTIAL  UNINSURED
     LIABILITIES

     We are from time to time subject to claims related to our operations. These
claims and legal actions, including supervisory actions by our regulators, could
involve  large  monetary  claims  and  significant  defense  costs.  To  protect
ourselves  from the cost of these  claims,  we  maintain  insurance  coverage in
amounts and with deductibles that we believe are appropriate for our operations.
However,  our insurance coverage may not cover all claims against us or continue
to be available to us at a reasonable  cost.  As a result,  we may be exposed to
substantial  uninsured  liabilities,  which could adversely affect our business,
prospects, results of operations and financial condition.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     A complete explanation  concerning our market risk exposure is incorporated
by reference to Part I, Item 2 of this document under the captions "Quantitative
and Qualitative  Disclosures  About Market Risk," "Liquidity Risk," and "Factors
That May Affect Future Results."

ITEM 4. CONTROLS AND PROCEDURES

     Our  Chief  Executive  Officer  (principal  executive  officer)  and  Chief
Financial Officer  (principal  financial officer) have concluded that the design
and  operation of our  disclosure  controls and  procedures  are effective as of
March 31, 2005.  This  conclusion is based on an evaluation  conducted under the
supervision and with the  participation of management.  Disclosure  controls and
procedures  are those  controls and  procedures  which  ensure that  information
required to be  disclosed  in this filing is  accumulated  and  communicated  to
management  and is  recorded,  processed,  summarized  and  reported in a timely
manner and in  accordance  with  Securities  and Exchange  Commission  rules and
regulations.

     During  the  quarter  ended  March 31,  2005,  there were no changes in our
internal  controls over financial  reporting that  materially  affected,  or are
reasonably  likely to materially  affect,  our internal  controls over financial
reporting.


                                       52


<PAGE>


                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     We are subject to various  pending and threatened  legal actions that arise
in the normal  course of  business.  We maintain  reserves for losses from legal
actions that are both probable and estimable.

     Grafton  Partners  LP v.  Union  Bank of  California  is pending in Alameda
County  Superior  Court (filed  March 12,  2003).  That suit  concerns a "Ponzi"
scheme  perpetrated  by PinnFund,  USA,  located in San Diego,  California.  The
victims of this scheme  seek $235  million  from the Bank.  They assert that the
Bank improperly  opened and  administered a deposit  account,  which was used by
PinnFund in furtherance of the fraud.

     The Bank has  numerous  legal  defenses to the Grafton  case.  Based on our
evaluation  to date of this pending case,  management  believes that this matter
will not  result in a  material  adverse  effect on our  financial  position  or
results of  operations.  In addition,  we believe the  disposition  of all other
claims  currently  pending will also not have a material  adverse  effect on our
financial position or results of operations.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

     REPURCHASES OF EQUITY SECURITIES

     The following  table presents  repurchases  by us of our equity  securities
during the first quarter 2005:

<TABLE>
<CAPTION>

                                                                TOTAL NUMBER OF SHARES  APPROXIMATE DOLLAR VALUE
                                                                 PURCHASED AS PART OF        OF SHARES THAT
                           TOTAL NUMBER OF  AVERAGE PRICE PAID    PUBLICLY ANNOUNCED      MAY YET BE PURCHASED
PERIOD                    SHARES PURCHASED      PER SHARE             PROGRAMS            UNDER THE PROGRAMS
------------------------- ----------------  ------------------  ----------------------  ------------------------
<S>                             <C>               <C>                    <C>                   <C>
JANUARY 2005

(January 24 - 25, 2005)..       80,000            $60.31                 80,000                $86,616,969
FEBRUARY 2005
(February 23 - 28,
  2005)..................    3,505,843(1)         $57.57              3,505,843(1)             $84,772,332(1)
MARCH 2005
(March 1 - 31, 2005).....      537,100            $62.33                537,100                $51,295,185(2)
                             ---------                                ---------
  TOTAL..................    4,122,943            $58.25              4,122,943
                             =========                                =========
---------------
<FN>

(1)  On February  23,  2005,  UnionBanCal  Corporation  announced  and  acquired
     3,475,843  shares of common stock from The Bank of  Tokyo-Mitsubishi,  Ltd.
     (BTM) at a per share price of $57.54 for a total of $200 million.

(2)  In the first quarter of 2005,  UnionBanCal  Corporation  used $40.1 million
     from the $200 million repurchase program announced on April 28, 2004.
</FN>
</TABLE>














                                       53

<PAGE>


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 Stockholders on April 27, 2005 ("Annual Meeting"):

     ELECTION  OF  DIRECTORS:  Each of the  following  persons  was elected as a
director to hold office until the 2006 Annual Meeting of  Stockholders  or until
earlier retirement, resignation or removal.

NOMINEE                                        FOR         WITHHELD
----------------------------------------   -----------    ----------
Aida M. Alvarez.........................   140,193,425       388,998
David R. Andrews........................   140,301,956       280,467
L. Dale Crandall........................   138,712,561     1,869,861
Richard D. Farman.......................   138,513,579     2,068,843
Stanley F. Farrar.......................   119,305,877    21,276,545
Philip B. Flynn.........................   139,041,533     1,540,890
Michael J. Gillfillan...................   140,093,557       488,866
Ronald L. Havner, Jr....................   140,129,880       452,542
Norimichi Kanari........................   139,103,681     1,478,741
Mary S. Metz............................   139,353,106     1,229,317
Shigemitsu Miki.........................   112,302,023    28,280,400
Takahiro Moriguchi......................   112,105,479    28,476,944
Takashi Morimura........................   139,022,380     1,560,042
J. Fernando Niebla......................   140,249,161       333,262
Tetsuo Shimura..........................   138,986,087     1,596,336

     PROPOSAL TO AMEND THE YEAR 2000  UNIONBANCAL  CORPORATION  MANAGEMENT STOCK
PLAN:  Proposal No. 2 to increase the number of shares of common stock which may
be awarded under the Year 2000  UnionBanCal  Corporation  Management  Stock Plan
received the following votes:

     FOR:.............................................   113,810,784
     AGAINST:.........................................    20,813,230
     ABSTAIN:.........................................       256,470

     RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM:
Proposal  No.  3 to  ratify  the  selection  of  Deloitte  &  Touche  LLP as the
independent  registered  public  accounting  firm  of  UnionBanCal   Corporation
received the following votes:

     FOR:.............................................   139,022,346
     AGAINST:.........................................     1,458,360
     ABSTAIN:.........................................       101,716

     STOCKHOLDER  PROPOSAL  REGARDING  CONFIDENTIAL  VOTING:  Proposal  No. 4 to
approve a  stockholder  proposal  regarding  confidential  voting  received  the
following votes:

     FOR:.............................................   137,169,526
     AGAINST:.........................................     2,995,244
     ABSTAIN:.........................................       417,652


                                       54

<PAGE>


ITEM 6. EXHIBITS

   NO.                               DESCRIPTION
 ------   ----------------------------------------------------------------------
  10.1    Union Bank of California, N.A. Separation Pay Plan (Effective April 1,
          2005)(1)

  10.2    Form of 2005  Nonqualified  Stock Option Agreement under the Year 2000
          UnionBanCal Corporation Management Stock Plan(1)

  31.1    Certification  of the Chief Executive  Officer pursuant to Section 302
          of the Sarbanes-Oxley Act of 2002

  31.2    Certification  of the Chief Financial  Officer pursuant to Section 302
          of the Sarbanes-Oxley Act of 2002

  32.1    Certification  of the Chief  Executive  Officer  pursuant to 18 U.S.C.
          Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
          Act of 2002

  32.2    Certification  of the Chief  Financial  Officer  pursuant to 18 U.S.C.
          Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
          Act of 2002

-------------------------

(1)  Filed as an exhibit to the UnionBanCal  Corporation  current report on Form
     8-K, dated March 22, 2005, and incorporated by reference herein.






















                                       55

<PAGE>


                                   SIGNATURES

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


                                       UNIONBANCAL CORPORATION
                                            (Registrant)



Date:  May 9, 2005                     By:        /S/ NORIMICHI KANARI
                                          --------------------------------------
                                                      Norimichi Kanari
                                           PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                               (Principal Executive Officer)



Date:  May 9, 2005                     By:       /S/ DAVID I. MATSON
                                          --------------------------------------
                                                     David I. Matson
                                                    VICE CHAIRMAN AND
                                                 CHIEF FINANCIAL OFFICER
                                              (Principal Financial Officer)



Date:  May 9, 2005                     By:      /S/ DAVID A. ANDERSON
                                          --------------------------------------
                                                    David A. Anderson
                                           SENIOR VICE PRESIDENT AND CONTROLLER
                                               (Chief Accounting Officer)










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