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

                                  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, 2002


                         Commission file number 1-15081



                             UNIONBANCAL CORPORATION



                       State of Incorporation: CALIFORNIA

                  I.R.S. Employer Identification No. 94-1234979




                              400 CALIFORNIA STREET
                      SAN FRANCISCO, CALIFORNIA 94104-1302

                  Registrant's telephone number (415) 765-2969

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



   Number of shares of Common Stock outstanding at April 30, 2002: 156,855,456

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

<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 Shareholders'
       Equity............................................................     5
      Condensed Consolidated Statements of Cash Flows....................     6
      Notes to Condensed Consolidated Financial Statements...............     7
   Item 2. Management's Discussion and Analysis:
      Introduction.......................................................    15
      Summary............................................................    15
      Business Segments..................................................    17
      Net Interest Income................................................    26
      Noninterest Income.................................................    27
      Noninterest Expense................................................    29
      Income Tax Expense.................................................    30
      Loans..............................................................    30
      Cross-Border Outstandings..........................................    31
      Provision for Credit Losses........................................    32
      Allowance for Credit Losses........................................    32
      Nonperforming Assets...............................................    36
      Loans 90 Days or More Past Due and Still Accruing..................    36
      Quantitative and Qualitative Disclosure about Interest Rate
       Risk Management...................................................    36
      Liquidity..........................................................    38
      Regulatory Capital.................................................    39
      Certain Business Risk Factors......................................    40
   Item 3. Market Risk...................................................    44
PART II
OTHER INFORMATION
   Item 4. Submission of Matters to a Vote of Security Holders...........    45
   Item 6. Exhibits and Reports on Form 8-K..............................    46
Signatures...............................................................    47



<PAGE>

                         PART I. FINANCIAL INFORMATION

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED FINANCIAL HIGHLIGHTS
                                  (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                               PERCENT CHANGE TO
                                              AS OF AND FOR THE THREE MONTHS ENDED            MARCH 31, 2002 FROM:
                                          -------------------------------------------      --------------------------
(DOLLARS IN THOUSANDS, EXCEPT               MARCH 31,     DECEMBER 31,      MARCH 31,      MARCH 31,     DECEMBER 31,
 PER SHARE DATA)                              2001            2001            2002           2001            2001
---------------------------------------   -----------     -----------     -----------      ---------     ------------
RESULTS OF OPERATIONS:
<S>                                       <C>             <C>             <C>               <C>             <C>
   Net interest income(1)..............      $387,883        $380,386        $380,973        (1.78)%          0.15%
   Provision for credit losses.........       100,000          70,000          55,000       (45.00)          21.43)
   Noninterest income..................       180,807         193,801         171,451        (5.17)         (11.53)
   Noninterest expense.................       307,485         308,195         323,363         5.16            4.92
                                          -----------     -----------     -----------
   Income before income taxes(1).......       161,205         195,992         174,061         7.97          (11.19)
   Taxable-equivalent adjustment.......           622             419             533       (14.31)          27.21
   Income tax expense..................        53,296          63,711          58,751        10.24           (7.79)
                                          -----------     -----------     -----------
   Net income..........................      $107,287        $131,862        $114,777         6.98%         (12.96)%
                                          ===========     ===========     ===========
PER COMMON SHARE:
   Net income--basic....................        $0.68           $0.84           $0.73         7.35%         (13.10)%
   Net income--diluted..................         0.67            0.84            0.73         8.96          (13.10)
   Dividends...........................          0.25            0.25            0.25          --              --
   Book value (end of period)..........         21.02           22.66           22.81         8.52            0.66
   Common shares outstanding (end of
      period)..........................   158,567,213     156,483,511     156,336,338        (1.41)          (0.09)
   Weighted average common shares
      outstanding--basic................  158,893,347     156,746,606     156,228,149        (1.68)          (0.33)
   Weighted average common shares
      outstanding--diluted..............  159,269,148     157,890,507     157,810,613        (0.92)          (0.05)
BALANCE SHEET (END OF PERIOD):
   Total assets........................   $35,823,050     $36,038,746     $36,221,931         1.11%           0.51%
   Total loans.........................    25,976,936      24,994,030      25,098,097        (3.38)           0.42
   Nonperforming assets................       438,980         492,482         452,761         3.14           (8.07)
   Total deposits......................    27,208,128      28,556,199      28,758,849         5.70            0.71
   Medium and long-term debt...........       199,688         399,657         399,673       100.15             --
   Trust preferred securities..........       366,526         363,928         361,903        (1.26)          (0.56)
   Common equity.......................     3,332,998       3,546,242       3,566,502         7.01            0.57
BALANCE SHEET (PERIOD AVERAGE):
   Total assets........................   $34,427,990     $34,838,155     $35,083,527         1.90%           0.70%
   Total loans.........................    26,417,626      25,366,890      25,127,757        (4.88)          (0.94)
   Earning assets......................    31,068,242      31,477,853      31,976,493         2.92            1.58
   Total deposits......................    25,767,673      27,353,182      27,568,947         6.99            0.79
   Common equity.......................     3,337,940       3,625,459       3,624,767         8.59           (0.02)
FINANCIAL RATIOS:
   Return on average assets(2).........          1.26%           1.50%           1.33%
   Return on average common equity(2)..         13.04           14.43           12.84
   Efficiency ratio(3).................         54.07           53.68           58.51
   Net interest margin(1)..............          5.04            4.81            4.80
   Dividend payout ratio...............         36.76           29.76           34.25
   Tangible equity ratio...............          9.16            9.62            9.64
   Tier 1 risk-based capital ratio.....         10.49           11.47           11.63
   Total risk-based capital ratio......         12.32           13.35           13.50
   Leverage ratio......................         10.22           10.53           10.65
   Allowance for credit losses to total
      loans............................          2.47            2.54            2.51
   Allowance for credit losses to
      nonaccrual loans.................        149.09          129.00          139.11
   Net loans charged off to average
      total loans(2)...................          1.10            1.02            0.97
   Nonperforming assets to total loans,
      distressed loans held for sale,
      and foreclosed assets............          1.69            1.97            1.80
   Nonperforming assets to total assets          1.23            1.37            1.25

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

(2)  Annualized.

(3)  The efficiency  ratio is noninterest  expense,  excluding  foreclosed asset
     expense    (income),    as   a   percentage   of   net   interest    income
     (taxable-equivalent basis) and noninterest income.
</FN>
</TABLE>


                                       2
<PAGE>

<TABLE>
<CAPTION>


ITEM 1. FINANCIAL STATEMENTS

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

                                                                                   FOR THE THREE MONTHS
                                                                                       ENDED MARCH 31,
                                                                                   ----------------------
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)                                         2001         2002
------------------------------------------------------------------------------     ----------   ---------
INTEREST INCOME
<S>                                                                                  <C>         <C>
   Loans......................................................................       $536,489    $375,798
   Securities.................................................................         67,308      81,336
   Interest bearing deposits in banks.........................................            966         496
   Federal funds sold and securities purchased under resale agreements........          1,029       4,059
   Trading account assets.....................................................          2,900         691
                                                                                   ----------   ---------
      Total interest income...................................................        608,692     462,380
                                                                                   ----------   ---------
INTEREST EXPENSE
   Domestic deposits..........................................................        135,117      59,935
   Foreign deposits...........................................................         25,543       6,264
   Federal funds purchased and securities sold under repurchase agreements....         25,800       1,949
   Commercial paper...........................................................         20,413       3,974
   Medium and long-term debt..................................................          3,196       2,412
   UnionBanCal Corporation--obligated mandatorily redeemable preferred
     securities of subsidiary grantor trust...................................          6,022       3,963
   Other borrowed funds.......................................................          5,340       3,443
                                                                                   ----------   ---------
      Total interest expense..................................................        221,431      81,940
                                                                                   ----------   ---------
NET INTEREST INCOME...........................................................        387,261     380,440
   Provision for credit losses................................................        100,000      55,000
                                                                                   ----------   ---------
      Net interest income after provision for credit losses...................        287,261     325,440
                                                                                   ----------   ---------
NONINTEREST INCOME
   Service charges on deposit accounts........................................         57,020      66,143
   Trust and investment management fees.......................................         39,681      36,725
   Merchant transaction processing fees.......................................         19,066      20,701
   International commissions and fees.........................................         17,110      18,223
   Brokerage commissions and fees.............................................          8,915       9,632
   Merchant banking fees......................................................          9,248       6,945
   Securities gains (losses), net.............................................          2,266      (2,566)
   Other......................................................................         27,501      15,648
                                                                                   ----------   ---------
      Total noninterest income................................................        180,807     171,451
                                                                                   ----------   ---------
NONINTEREST EXPENSE
   Salaries and employee benefits.............................................        164,487     177,794
   Net occupancy..............................................................         22,759      23,381
   Equipment..................................................................         15,798      16,340
   Communications.............................................................         11,702      13,941
   Merchant transaction processing............................................         12,914      12,916
   Professional services......................................................          7,824       9,503
   Data processing............................................................          8,949       8,991
   Foreclosed asset expense...................................................             13         125
   Other......................................................................         63,039      60,372
                                                                                   ----------   ---------
      Total noninterest expense...............................................        307,485     323,363
                                                                                   ----------   ---------
   Income before income taxes.................................................        160,583     173,528
   Income tax expense.........................................................         53,296      58,751
                                                                                   ----------   ---------
NET INCOME....................................................................       $107,287    $114,777
                                                                                   ==========   =========
NET INCOME PER COMMON SHARE--BASIC............................................          $0.68       $0.73
                                                                                   ==========   =========
NET INCOME PER COMMON SHARE--DILUTED..........................................          $0.67       $0.73
                                                                                   ==========   =========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING--BASIC.............................        158,893     156,228
                                                                                   ==========   =========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING--DILUTED...........................        159,269     157,811
                                                                                   ==========   =========


See accompanying notes to condensed consolidated financial statements.

</TABLE>

                                       3
<PAGE>


<TABLE>
<CAPTION>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS


                                                                           (UNAUDITED)                   (UNAUDITED)
                                                                            MARCH 31,    DECEMBER 31,     MARCH 31,
(DOLLARS IN THOUSANDS)                                                        2001           2001           2002
------------------------------------------------------------------------   -----------   ------------    -----------
ASSETS
<S>                                                                        <C>            <C>            <C>
Cash and due from banks.................................................   $ 2,827,758    $ 2,682,392    $ 1,787,942
Interest bearing deposits in banks......................................        60,083         64,162        110,147
Federal funds sold and securities purchased under resale agreements.....       744,500        918,400      2,109,600
                                                                           -----------   ------------    -----------
   Total cash and cash equivalents......................................     3,632,341      3,664,954      4,007,689
Trading account assets..................................................       385,772        229,697        221,179
Securities available for sale:
   Securities pledged as collateral.....................................       310,933        137,922        120,560
   Held in portfolio....................................................     4,160,742      5,661,160      5,289,210
Loans (net of allowance for credit losses: March 31, 2001, $642,334;
   December 31, 2001, $634,509; March 31, 2002, $629,367)...............    25,334,602     24,359,521     24,468,730
Due from customers on acceptances.......................................       225,081        182,440        136,303
Premises and equipment, net.............................................       480,232        494,534        489,915
Intangible assets.......................................................         2,447         16,176         15,292
Goodwill................................................................        52,772         68,623         68,623
Other assets............................................................     1,238,128      1,223,719      1,404,430
                                                                           -----------   ------------    -----------
   Total assets.........................................................   $35,823,050    $36,038,746    $36,221,931
                                                                           ===========   ============    ===========


LIABILITIES
Domestic deposits:
   Noninterest bearing..................................................   $10,966,658    $12,314,150    $11,878,768
   Interest bearing.....................................................    13,867,381     14,160,113     14,540,336
Foreign deposits:
   Noninterest bearing..................................................       260,686        404,708        404,378
   Interest bearing.....................................................     2,113,403      1,677,228      1,935,367
                                                                           -----------   ------------    -----------
   Total deposits.......................................................    27,208,128     28,556,199     28,758,849
Federal funds purchased and securities sold under repurchase
 agreements.............................................................     1,436,474        418,814        369,565
Commercial paper........................................................     1,437,467        830,657        900,851
Other borrowed funds....................................................       540,625        700,403        900,360
Acceptances outstanding.................................................       225,081        182,440        136,303
Other liabilities.......................................................     1,076,063      1,040,406        827,925
Medium and long-term debt...............................................       199,688        399,657        399,673
UnionBanCal Corporation--obligated mandatorily redeemable preferred
 securities of subsidiary grantor trust.................................       366,526        363,928        361,903
                                                                           -----------   ------------    -----------
   Total liabilities....................................................    32,490,052     32,492,504     32,655,429
                                                                           -----------   ------------    -----------
Commitments and contingencies
SHAREHOLDERS' EQUITY
Preferred stock:
   Authorized 5,000,000 shares, no shares issued or outstanding as of
   March 31, 2001, December 31, 2001, and March 31, 2002................            --            --             --
Common stock--no stated value:
   Authorized 300,000,000 shares, issued 158,567,213 shares as of
   March 31, 2001, 156,483,511 shares as of December 31, 2001, and
   156,336,338 shares as of March 31, 2002..............................     1,256,085      1,181,925      1,172,479
Retained earnings.......................................................     1,974,095      2,231,384      2,307,150
Accumulated other comprehensive income..................................       102,818        132,933         86,873
                                                                           -----------   ------------    -----------
   Total shareholders' equity...........................................     3,332,998      3,546,242      3,566,502
                                                                           -----------   ------------    -----------
   Total liabilities and shareholders' equity...........................   $35,823,050    $36,038,746    $36,221,931
                                                                           ===========   ============    ===========
</TABLE>


See accompanying notes to condensed consolidated financial statements.


                                       4
<PAGE>

<TABLE>
<CAPTION>

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

                                                                                    FOR THE THREE MONTHS ENDED MARCH 31,
                                                                            -----------------------------------------------------
(DOLLARS IN THOUSANDS)                                                                2001                          2002
-----------------------------------------------------------------------     -----------------------       -----------------------
COMMON STOCK
<S>                                                                         <C>            <C>            <C>            <C>
   Balance, beginning of period........................................     $1,275,587                    $1,181,925
   Dividend reinvestment plan..........................................              8                            38
   Deferred compensation--restricted stock awards......................             (9)                           (3)
   Stock options exercised.............................................          2,070                        25,345
   Common stock repurchased(1).........................................        (21,571)                      (34,826)
                                                                            ----------                    ----------
      Balance, end of period...........................................     $1,256,085                    $1,172,479
                                                                            ----------                    ----------
RETAINED EARNINGS
   Balance, beginning of period........................................     $1,906,093                    $2,231,384
   Net income..........................................................        107,287     $107,287          114,777     $114,777
   Dividends on common stock(2)........................................        (39,671)                      (39,048)
   Deferred compensation--restricted stock awards......................            386                            37
                                                                            ----------                    ----------
      Balance, end of period...........................................     $1,974,095                    $2,307,150
                                                                            ----------                    ----------
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
   Balance, beginning of period........................................        $29,885                      $132,933
   Cumulative effect of accounting change (SFAS No.133)(3), net of tax
      expense of $13,754 in 2001.......................................                      22,205                            --
   Unrealized net gains on cash flow hedges, net of tax expense of
      $14,164 and $578 in the first three months of 2001 and 2002,
      respectively.....................................................                      22,866                           933
   Less: reclassification adjustment for net gains on cash flow hedges
      included in net income, net of tax expense of $1,203 and $11,177
      in the first three months of 2001 and 2002, respectively.........                      (1,943)                      (18,044)
                                                                                           --------                      --------
   Net unrealized gains (losses) on cash flow hedges...................                      20,923                       (17,111)
   Unrealized holding gains (losses) arising during the period on
      securities available for sale, net of tax expense (benefit) of
      $19,689 and $(18,904) in the first three months of 2001 and 2002,
      respectively.....................................................                      31,785                       (30,519)
   Less: reclassification adjustment for losses (gains) on securities
      available for sale included in net income, net of tax expense
      (benefit) of $867 and $(981) in the first three months of 2001
      and 2002, respectively...........................................                      (1,399)                        1,585
                                                                                           --------                      --------
   Net unrealized gains (losses) on securities available for sale......                      30,386                       (28,934)
   Foreign currency translation adjustment, net of tax benefit of $360
      and $9 in the first three months of 2001 and 2002, respectively..                        (581)                          (15)
                                                                                           --------                      --------
   Other comprehensive income (loss)...................................         72,933       72,933          (46,060)     (46,060)
                                                                            ----------     --------       ----------     --------
   Total comprehensive income..........................................                    $180,220                       $68,717
                                                                                           ========                      ========
      Balance, end of period...........................................       $102,818                       $86,873
                                                                            ----------                    ----------
        TOTAL SHAREHOLDERS' EQUITY.....................................     $3,332,998                    $3,566,502
                                                                            ==========                    ==========

------------------------------------------
<FN>
(1)  Common stock repurchased includes commission costs.

(2)  Dividends per share were $0.25 for the first three months of 2001 and 2002.
     Dividends are based on UnionBanCal  Corporation's  shares outstanding as of
     the declaration date.

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

See accompanying notes to condensed consolidated financial statements.


                                       5
<PAGE>

<TABLE>
<CAPTION>

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

                                                                                        FOR THE THREE MONTHS
                                                                                            ENDED MARCH 31,
                                                                                     --------------------------
(DOLLARS IN THOUSANDS)                                                                  2001            2002
--------------------------------------------------------------------------------     ----------      ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                  <C>               <C>
   Net income...................................................................     $  107,287      $  114,777
   Adjustments to reconcile net income to net cash provided by (used in)
   operating activities:
      Provision for credit losses...............................................        100,000          55,000
      Depreciation, amortization and accretion..................................         19,693          19,637
      Provision for deferred income taxes.......................................          6,192          28,674
      Loss (gain) on securities available for sale..............................         (2,266)          2,566
      Net (increase) decrease in trading account assets.........................        (46,077)          8,518
      Other, net................................................................        185,482        (426,639)
                                                                                     ----------      ----------
      Total adjustments.........................................................        263,024        (312,244)
                                                                                     ----------      ----------
   Net cash provided by (used in) operating activities..........................        370,311        (197,467)
                                                                                     ----------      ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from sales of securities available for sale.........................        224,833           1,106
   Proceeds from matured and called securities available for sale...............        170,854         346,379
   Purchases of securities available for sale...................................       (667,367)        (11,657)
   Net increase in loans........................................................        (38,349)       (158,071)
   Other, net...................................................................        (19,429)        (10,074)
                                                                                     ----------      ----------
      Net cash provided by (used in) investing activities.......................       (329,458)        167,683
                                                                                     ----------      ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Net increase (decrease) in deposits..........................................        (75,055)        202,650
   Net increase (decrease) in federal funds purchased and securities sold
   under repurchase agreements..................................................         48,807         (49,249)
   Net increase in commercial paper and other borrowed funds....................        342,852         270,151
   Common stock repurchased.....................................................        (21,571)        (34,826)
   Payments of cash dividends...................................................        (39,824)        (39,143)
   Other, net...................................................................         18,023          23,359
                                                                                     ----------      ----------
      Net cash provided by financing activities.................................        273,232         372,942
                                                                                     ----------      ----------
Net increase in cash and cash equivalents.......................................        314,085         343,158
Cash and cash equivalents at beginning of period................................      3,322,979       3,664,954
Effect of exchange rate changes on cash and cash equivalents....................         (4,723)           (423)
                                                                                     ----------      ----------
Cash and cash equivalents at end of period......................................     $3,632,341      $4,007,689
                                                                                     ==========      ==========
CASH PAID (RECEIVED) DURING THE PERIOD FOR:
   Interest.....................................................................     $  250,846      $   79,347
   Income taxes.................................................................         (7,853)        192,694
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
   Loans transferred to foreclosed assets (OREO) and/or distressed loans
    held for sale...............................................................     $    7,391      $      116
   Securities transferred from held to maturity to available for sale at the
    adoption of SFAS No. 133....................................................         23,529              --

</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                       6
<PAGE>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2002
                                   (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.  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, 2002 are not  necessarily
indicative of the operating results anticipated for the full year.  Accordingly,
these unaudited condensed  consolidated  financial  statements should be read in
conjunction with the audited  consolidated  financial statements included in the
Company's  Form 10-K for the year ended  December 31, 2001.  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.

     In November  1999,  July 2000, and April 2001 the Company  announced  stock
repurchase  plans of $100 million each. The Company  repurchased  $17 million of
common stock in 1999, $130 million in 2000, $108 million in 2001 and $35 million
in the first quarter of 2002. As of March 31, 2002,  $10 million of common stock
is authorized for repurchase.  At March 31, 2002, The Bank of  Tokyo-Mitsubishi,
Ltd.  (BTM),  which is a wholly-owned  subsidiary of Mitsubishi  Tokyo Financial
Group, owned approximately 68 percent of UnionBanCal Corporation.

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

NOTE 2--RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     ACCOUNTING FOR GOODWILL AND OTHER INTANGIBLE ASSETS

     In June 2001, the Financial  Accounting  Standards Board (FASB) issued SFAS
No.  141,  "Business  Combinations,"  and  SFAS No.  142,  "Goodwill  and  Other
Intangible  Assets."  SFAS No. 141 requires  that all business  combinations  be
accounted for by a single method--the purchase method. This Statement eliminates
the pooling-of-interests  method but carries forward without reconsideration the
guidance  in  Accounting  Principles  Board  (APB)  Opinion  No.  16,  "Business
Combinations," and SFAS No. 38, "Accounting for Preacquisition  Contingencies of
Purchased  Enterprises,"  related to the  application of the purchase  method of
accounting.  The  provisions of SFAS No. 141 apply to all business  combinations
initiated after June 30, 2001, and all business combinations accounted for using
the purchase method for which the date of acquisition is July 1, 2001, or later.
Goodwill and intangible  assets  acquired in a transaction  completed after June
30,  2001  were  accounted  for  in  accordance   with  the   amortization   and
nonamortization  provisions of SFAS No. 142. SFAS No. 142 significantly  changes
the  accounting  for goodwill and other  intangible  assets  subsequent to their
initial  recognition.  This Statement requires that goodwill and some intangible
assets no longer be amortized,  but tested for  impairment at least  annually by
comparing the fair value of those assets with their recorded  amounts.  SFAS No.
142 was adopted as of January 1, 2002,  the  amortization  of existing  goodwill
ceased and the  carrying  amount of goodwill  was  allocated  to the  applicable
reporting  units.  The  allocation  was  based  on  the  sources  of  previously
recognized goodwill as well as the reporting units to which the related acquired
net assets were assigned.



                                       7
<PAGE>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                 MARCH 31, 2002
                                   (UNAUDITED)

NOTE 2--RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONTINUED)

Management's  expectations  about which  reporting  units had benefited from the
synergies of acquired businesses was considered in the allocation  process.  The
Company elected to perform a transitional  impairment test by May 31, 2002, with
measurement  as of date of  adoption.  As of March 31,  2002,  goodwill  was $69
million, none of which is expected to be impaired.

     Net income and earnings per share for the quarters ended March 31, 2001 and
2002 were  adjusted to exclude  goodwill  amortization  expense (net of taxes of
$1.1 million) as follows:

                                                    FOR THE THREE MONTHS ENDED
                                                    --------------------------
                                                      MARCH 31,      MARCH 31,
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)            2001           2002
---------------------------------------------       -----------    -----------

NET INCOME:
Reported net income..............................   $   107,287    $   114,777
Goodwill amortization, net of income tax.........         1,995              0
Adjusted net income..............................   $   109,282    $   114,777
BASIC EARNING PER SHARE:
Reported net income..............................   $      0.68    $      0.73
Goodwill amortization............................          0.01           0.00
Adjusted net income..............................   $      0.69    $      0.73
DILUTED EARNING PER SHARE:
Reported net income..............................   $      0.67    $      0.73
Goodwill amortization............................          0.01           0.00
Adjusted net income..............................   $      0.68    $      0.73


     During the first  quarter  ending March 31, 2002, no goodwill or intangible
assets were acquired,  impaired,  and/or  written off. All  previously  acquired
intangible assets are subject to amortization.

     INTANGIBLE ASSETS SUBJECT TO AMORTIZATION

     Intangible  assets  amortization  expense,  for the quarter ended March 31,
2002,  was $0.9  million.  No residual  value is expected  for these  intangible
assets. The components of intangible assets were as follows:

<TABLE>
<CAPTION>

                                                       MARCH 31, 2002
                                        ---------------------------------------------------
                                        GROSS CARRYING       ACCUMULATED       NET CARRYING
(DOLLARS IN MILLIONS)                       AMOUNT          AMORTIZATION          AMOUNT
---------------------                   --------------      ------------       ------------
<S>                                          <C>                <C>               <C>
Rights-to-expiration..................       $15.0              $0.7              $14.3
Core deposit intangible...............         8.3               7.3                1.0
                                        --------------      ------------       ------------
Total identifiable intangible assets..       $23.3              $8.0              $15.3
                                        ==============      ============       ============
</TABLE>


     Amortization  expense  for  the net  carrying  amount  of all  identifiable
intangible  assets with definite lives at March 31, 2002 is  approximately  $2.9
million  for the  remainder  of the year  ending  December  31,  2002,  and $3.0
million,  $2.4  million,  $2.1 million,  $1.8 million,  and $1.6 million for the
years ending December 31, 2003 through 2007, respectively.



                                       8
<PAGE>

                   UNIONBANCAL CORPORATION AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                 MARCH 31, 2002
                                   (UNAUDITED)

NOTE 2--RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONTINUED)

     ACCOUNTING FOR ASSET RETIREMENT OBLIGATIONS

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

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

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, 2001 and 2002:

<TABLE>
<CAPTION>

                                                                          THREE MONTHS ENDED MARCH 31,
                                                            -------------------------------------------------
                                                                   2001                       2002
                                                            ----------------------      ---------------------
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)                 BASIC        DILUTED        BASIC       DILUTED
----------------------------------------------------------- --------      --------      --------     --------
<S>                                                         <C>           <C>           <C>          <C>
Net Income................................................. $107,287      $107,287      $114,777     $114,777
                                                            ========      ========      ========     ========
Weighted average common shares outstanding.................  158,893       158,893       156,228      156,228
Additional shares due to:
   Assumed conversion of dilutive stock options............       --           376            --        1,583
                                                            --------      --------      --------     --------
Adjusted weighted average common shares outstanding........  158,893       159,269       156,228      157,811
                                                            ========      ========      ========     ========
Net income per share.......................................    $0.68         $0.67         $0.73        $0.73
                                                            ========      ========      ========     ========
</TABLE>


                                       9
<PAGE>

                   UNIONBANCAL CORPORATION AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                 MARCH 31, 2002
                                   (UNAUDITED)

NOTE 4--COMPREHENSIVE INCOME

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

<TABLE>
<CAPTION>

                                                    NET UNREALIZED GAINS                                     NET UNREALIZED GAINS
                                                   (LOSSES) ON SECURITIES         FOREIGN CURRENCY               (LOSSES) ON
                                                     AVAILABLE FOR SALE        TRANSLATION ADJUSTMENT          CASH FLOW HEDGES
                                                   ------------------------    ----------------------        ---------------------
                                                                        FOR THE THREE MONTHS ENDED MARCH 31,
                                                   -------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS)                                2001           2002          2001        2002            2001          2002
----------------------                             ---------      ---------     ---------    --------        -------      --------
<S>                                                  <C>           <C>           <C>         <C>             <C>           <C>
Beginning balance.............................       $41,879       $ 83,271      $(11,191)   $(12,205)       $    --       $62,840
Cumulative effect of accounting change, net of
   tax........................................            --             --            --          --         22,205            --
Change during the period......................        30,386        (28,934)         (581)        (15)        20,923       (17,111)
                                                   ---------      ---------     ---------    --------        -------      --------
Ending balance................................       $72,265       $ 54,337      $(11,772)   $(12,220)       $43,128       $45,729
                                                   =========      =========     =========    ========        =======      ========

</TABLE>

<TABLE>
<CAPTION>

                                                                MINIMUM PENSION               ACCUMULATED OTHER
                                                              LIABILITY ADJUSTMENT       COMPREHENSIVE INCOME (LOSS)
                                                            -------------------------    ---------------------------
                                                                        FOR THE THREE MONTHS ENDED MARCH 31,
                                                            --------------------------------------------------------
(DOLLARS IN THOUSANDS)                                         2001           2002            2001           2002
----------------------                                      ----------     ----------    ------------     ----------
<S>                                                            <C>            <C>             <C>           <C>
Beginning balance.......................................       $(803)         $(973)          $29,885       $132,933
Cumulative effect of accounting change, net of tax......          --             --            22,205             --
Change during the period................................          --             --            50,728        (46,060)
                                                            ----------     ----------    ------------     ----------
Ending balance..........................................       $(803)         $(973)         $102,818        $86,873
                                                            ==========     ==========    ============     ==========
</TABLE>


NOTE 5--BUSINESS SEGMENTS

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

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

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

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


                                       10
<PAGE>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                 MARCH 31, 2002
                                   (UNAUDITED)

NOTE 5--BUSINESS SEGMENTS (CONTINUED)

     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  items and selected  balance sheet items by business
unit.  The  information  presented does not  necessarily  represent the business
units' financial condition and results of operations as if they were independent
entities.  Included  in the table is the amount of goodwill  for each  reporting
unit as of March 31,  2002.  Prior to January 1, 2002,  all goodwill was held at
the corporate level. 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  information  in this table is  derived  from the  internal  management
reporting  system used by management to measure the  performance of the segments
and the Company overall.  The management  reporting system assigns balance sheet
and  income  statement  items  to each  segment  based  on  internal  management
accounting policies. Net interest income is determined by the Company's internal
funds  transfer  pricing  system,  which assigns a cost of funds or a credit for
funds to  assets or  liabilities  based on their  type,  maturity  or  repricing
characteristics.  Noninterest  income and  expense  directly  attributable  to a
segment  are  assigned  to  that  business,  other  than  restructuring  charges
(credits).  Certain indirect costs,  such as operations and technology  expense,
are  allocated  to the  segments  based on  studies of  billable  unit costs for
product or data processing.  Other indirect costs,  such as corporate  overhead,
are allocated to the business  segments based on a  predetermined  percentage of
usage. Under the Company's  risk-adjusted return on capital (RAROC) methodology,
credit  expense is charged  to  business  segments  based upon  expected  losses
arising from credit risk. In addition,  the  attribution of economic  capital is
related to unexpected losses arising from credit, market and operational risks.

     "Other" is comprised of goodwill  amortization for periods prior to January
1, 2002,  certain parent company non-bank  subsidiaries,  the elimination of the
fully  taxable-equivalent  basis amounts, the amount of the provision for credit
losses  (over)/under  the  RAROC  expected  loss for the  period,  the  earnings
associated with the unallocated  equity capital and allowance for credit losses,
and the residual costs of support  groups.  In addition,  it includes two units,
the Credit Management Group, which manages nonperforming assets, and the Pacific
Rim Corporate Group, which offers financial products to Asian-


                                       11
<PAGE>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                 MARCH 31, 2002
                                   (UNAUDITED)

NOTE 5--BUSINESS SEGMENTS (CONTINUED)

owned subsidiaries  located in the US. On an individual basis, none of the items
in "Other" are significant to the Company's business.

<TABLE>
<CAPTION>

                                                     COMMUNITY BANKING
                                                       AND INVESTMENT          COMMERCIAL FINANCIAL          INTERNATIONAL
                                                       SERVICES GROUP             SERVICES GROUP             BANKING GROUP
                                                    ---------------------      --------------------      --------------------
                                                                   AS OF AND FOR THE THREE MONTHS ENDED MARCH 31,
                                                    -------------------------------------------------------------------------
                                                      2001         2002          2001        2002          2001        2002
----------------------------------------------      --------     --------      --------    --------      --------    --------
RESULTS OF OPERATIONS (DOLLARS IN THOUSANDS)
 AND ASSETS (DOLLARS IN MILLIONS):
<S>                                                 <C>          <C>           <C>         <C>            <C>         <C>
Total revenue(1)..............................      $273,173     $288,103      $229,079    $201,470       $25,105     $25,593
Net income (loss).............................      $ 50,682     $ 53,752      $ 79,263    $ 47,759       $ 6,590     $ 6,147
Goodwill......................................      $     --     $     55      $     --    $     14       $    --     $    --
Total assets at period end....................      $  9,505     $ 10,641      $ 17,859    $ 15,546       $ 1,375     $ 1,388

</TABLE>


<TABLE>
<CAPTION>


                                                        MARKETS GROUP                 OTHER                   CORPORATION
                                                    ---------------------      --------------------      --------------------
                                                              AS OF AND FOR THE THREE MONTHS ENDED MARCH 31,
                                                    -------------------------------------------------------------------------
                                                      2001         2002          2001        2002          2001        2002
----------------------------------------------      --------     --------      --------    --------      --------    --------
RESULTS OF OPERATIONS (DOLLARS IN THOUSANDS)
 AND ASSETS (DOLLARS IN MILLIONS):
<S>                                                 <C>          <C>           <C>         <C>           <C>         <C>
Total revenue(1)..............................      $  2,040     $ 11,351      $ 38,671    $ 25,374      $568,068    $551,891
Net income (loss).............................      $ (7,000)    $  4,561      $(22,248)   $  2,558      $107,287    $114,777
Goodwill......................................      $     --     $     --      $     85    $     --      $     85    $     69
Total assets at period end....................      $  5,596     $  7,719      $  1,488    $    928      $ 35,823    $ 36,222

----------------------------------------------
<FN>
(1)      Total revenue is comprised of net interest income and noninterest income
</FN>
</TABLE>

NOTE 6--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
derivative  instruments  as  part  of its  management  of  asset  and  liability
positions.  Derivatives  are used to  manage  interest  rate  risk  relating  to
specified groups of assets and  liabilities,  primarily  LIBOR-based  commercial
loans, trust preferred securities and medium-term notes.

 CASH FLOW HEDGES

 HEDGING STRATEGIES FOR VARIABLE RATE LOANS AND CERTIFICATES OF DEPOSITS

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


                                       12
<PAGE>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                 MARCH 31, 2002
                                   (UNAUDITED)

NOTE 6--DERIVATIVE INSTRUMENTS AND OTHER FINANCIAL INSTRUMENTS USED FOR HEDGING
        (CONTINUED)

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

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

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

     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 deposits  (CDs).  In these
hedging  relationships,  the Company hedges the LIBOR component of the CD rates,
which is either 3-month LIBOR or 6-month LIBOR,  based on the CD's original term
to  maturity,  which  reflects  their  repricing  frequency.  Net payments to be
received under the cap contract  offset the increase in interest  expense caused
by the relevant LIBOR index rising above the cap's strike rate.

     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 occur is equal to
the term of the  hedge.  As such,  most of the  ineffectiveness  in the  hedging
relationship  results from the mismatch between the timing of reset dates on the
hedge versus those of the loans or CDs.  During the first  quarter of 2002,  the
Company recognized a net loss of $0.1 million due to  ineffectiveness,  which is
recognized in noninterest expense.

     FAIR VALUE HEDGES

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

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

     Fair value  hedging  transactions  are  structured at inception so that the
notional  amounts of the swap match an associated  principal amount of the Trust
Preferred  Securities.  The interest payment dates, the expiration date, and the
embedded call option of the swap match those of the Trust Preferred  Securities.


                                       13
<PAGE>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                 MARCH 31, 2002
                                   (UNAUDITED)

NOTE 6--DERIVATIVE INSTRUMENTS AND OTHER FINANCIAL INSTRUMENTS USED FOR HEDGING
        (CONTINUED)

The  ineffectiveness  on the fair value hedges  during the first quarter of 2002
was a net loss of $0.1 million, which is recognized in noninterest expense.

     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, in order to convert the
liability  from a fixed  rate  to a  floating  rate  instrument.  This  strategy
mitigates the changes in fair value of the hedged liability caused by changes in
the designated benchmark interest rate, US dollar LIBOR.

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

     OTHER

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

     NOTE 7--SUBSEQUENT EVENT

     On December 19, 2001, the Company  announced in a press release that it had
reached a definitive  agreement to acquire  First  Western  Bank, a Simi Valley,
California-based  bank with branches in Ventura and Los Angeles counties.  First
Western Bank had assets of $224 million as of April 30,  2002.  The  acquisition
closed May 13, 2002.

     On April 24,  2002,  the  Board of  Directors  declared  a  quarterly  cash
dividend of $0.28 per share of common  stock,  an  increase  of 12 percent.  The
dividend  will be paid on July 5, 2002 to  shareholders  of record as of June 7,
2002.

     On April 24, 2002,  the Board of Directors  authorized the repurchase of an
additional $100 million of the company's common stock.

     On April 30, 2002,  the Company  announced  in a press  release that it has
reached a definitive agreement to acquire a substantial portion of the trust and
institutional  custody  business from First National Bank of San Diego,  and its
subsidiary,  Generations  Trust Bank,  with offices in San Diego and Los Angeles
counties.








                                       14
<PAGE>


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

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

     THERE ARE NUMEROUS RISKS AND UNCERTAINTIES THAT COULD AND WILL CAUSE ACTUAL
RESULTS TO DIFFER FROM THOSE DISCUSSED IN OUR FORWARD-LOOKING  STATEMENTS.  MANY
OF THESE  FACTORS  ARE BEYOND OUR ABILITY TO CONTROL OR PREDICT AND COULD HAVE A
MATERIAL  ADVERSE  EFFECT ON OUR STOCK PRICE,  FINANCIAL  CONDITION,  RESULTS OF
OPERATIONS  OR  PROSPECTS.  SUCH RISKS AND  UNCERTAINTIES  INCLUDE,  BUT ARE NOT
LIMITED TO, THE FOLLOWING  FACTORS:  ADVERSE ECONOMIC  CONDITIONS IN CALIFORNIA,
GLOBAL  POLITICAL  AND  GENERAL  ECONOMIC  CONDITIONS  RELATED TO THE  TERRORIST
ATTACKS ON SEPTEMBER 11, 2001 AND THEIR AFTERMATH,  ADVERSE ECONOMIC  CONDITIONS
AFFECTING  CERTAIN  INDUSTRIES,  FLUCTUATIONS IN INTEREST RATES, THE CONTROLLING
INTEREST IN US BY THE BANK OF  TOKYO-MITSUBISHI,  LTD.,  WHICH IS A WHOLLY-OWNED
SUBSIDIARY OF MITSUBISHI TOKYO FINANCIAL GROUP, INC., COMPETITION IN THE BANKING
INDUSTRY,  RESTRICTIONS  ON  DIVIDENDS,  ADVERSE  EFFECTS OF CURRENT  AND FUTURE
BANKING RULES,  REGULATIONS AND  LEGISLATION,  AND RISKS ASSOCIATED WITH VARIOUS
STRATEGIES WE MAY PURSUE,  INCLUDING  POTENTIAL  ACQUISITIONS,  DIVESTITURES AND
RESTRUCTURINGS.  SEE ALSO THE SECTION ENTITLED  "CERTAIN  BUSINESS RISK FACTORS"
LOCATED NEAR THE END OF THIS SECTION,  "MANAGEMENT'S  DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION".

INTRODUCTION

     We  are  a   California-based,   commercial   bank  holding   company  with
consolidated assets of $36.2 billion at March 31, 2002. At March 31, 2002, Union
Bank of California,  N.A. was the third largest  commercial  bank in California,
based on total assets and total deposits in California.

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

     Under stock  repurchase  plans  authorized in November 1999, July 2000, and
April 2001 of $100 million each, we  repurchased  $17 million of common stock in
1999,  $130 million in 2000,  $108 million in 2001, and $35 million in the first
quarter of 2002. As of April 30, 2002, $10 million of common stock is authorized
for  repurchase.  In April 2002,  an additional  $100 million was  authorized to
repurchase.  At  March  31,  2002,  The  Bank of  Tokyo-Mitsubishi,  Ltd.  owned
approximately 68 percent of the UnionBanCal Corporation.

SUMMARY

     Reported net income was $114.8 million,  or $0.73 per diluted common share,
in the first quarter of 2002, compared with $107.3 million, or $0.67 per diluted
common share,  in the first quarter of 2001.  This increase in diluted  earnings
per  share of 9  percent  above  the  first  quarter  of 2001 was due to a $45.0
million,  or 45 percent,  decrease in  provision  for credit  losses,  partially
offset by a $9.4 million,  or 5 percent,  decrease in noninterest income, a $6.9
million, or 2 percent,  decrease in net interest income (on


                                       15
<PAGE>

a  taxable-equivalent  basis),  and a $15.9 million,  or 5 percent,  increase in
noninterest expense. Other highlights of the first quarter of 2002 include:

     o    Net interest income, on a taxable-equivalent basis, was $381.0 million
          in the  first  quarter  of 2002,  a  decrease  of $6.9  million,  or 2
          percent,  over the first quarter of 2001.  Net interest  margin in the
          first quarter of 2002 was 4.80 percent,  a decrease of 24 basis points
          from the first quarter of 2001.

     o    A provision  for credit  losses of $55.0  million was  recorded in the
          first  quarter  of 2002,  compared  with  $100.0  million in the first
          quarter of 2001. This resulted from management's regular assessment of
          overall  credit  quality,  loan  portfolio  composition,  business and
          economic  conditions  in  relation to the level of the  allowance  for
          credit losses. The allowance for credit losses was $629.4 million,  or
          139 percent of total  nonaccrual  loans,  at March 31, 2002,  compared
          with $642.3  million,  or 149 percent of total  nonaccrual  loans,  at
          March 31, 2001.

     o    Noninterest  income was $171.5 million in the first quarter of 2002, a
          decrease  of $9.4  million,  or 5 percent,  from the first  quarter of
          2001. Noninterest income, excluding a $20.7 million gain recognized on
          the  exchange  of our STAR  system  stock in the prior  year  quarter,
          increased $11.3 million, or 7 percent.  This 7 percent growth included
          service  charges on deposit  accounts  growth of $9.1  million,  or 16
          percent,  insurance  commissions from our December 2002 acquisition of
          Armstrong/Robitaille  Business and Insurance Services of $7.2 million,
          merchant  transaction  processing  fees growth of $1.6  million,  or 9
          percent,  and a decrease in trust and  investment  management  fees of
          $3.0 million,  or 7 percent and merchant banking fees of $2.3 million,
          or 25 percent.  In addition,  we had residual value  writedowns in our
          auto lease  portfolio  of $6.0  million  in the first  quarter of 2002
          compared with $17.3 million in 2001.

     o    Noninterest  expense was $323.4  million in the first quarter of 2002,
          an increase of $15.9 million, or 5 percent,  over the first quarter of
          2001.  Salaries and employee  benefits  increased $13.3 million,  or 8
          percent,  primarily due to higher  incentives of $5.8 million,  higher
          salaries  of  $4.6  million,  and  higher  employee  benefits  of $2.9
          million.

     o    Income tax expense in the first quarter of 2002 was $58.8  million,  a
          34 percent  effective  income tax rate. For the first quarter of 2001,
          the effective income tax rate was 33 percent.

     o    Return  on  average  assets  increased  to 1.33  percent  in the first
          quarter of 2002 compared to 1.26 percent in the first quarter of 2001.
          Our return on average common equity  decreased to 12.84 percent in the
          first  quarter of 2002  compared to 13.04 percent in the first quarter
          of 2001.

     o    Total loans at March 31, 2002 were $25.1 billion, a decrease of $878.8
          million, or 3.4 percent, over March 31, 2001.

     o    Nonperforming  assets  were  $452.8  million  at March  31,  2002,  an
          increased  $13.8  million,   or  3  percent,   over  March  31,  2001.
          Nonperforming assets as a percentage of total assets increased to 1.25
          percent at March 31,  2002,  compared  with 1.23  percent at March 31,
          2001.  Total  nonaccrual  loans were $452.4 million at March 31, 2002,
          compared  with  $430.8  million  at March 31,  2001,  resulting  in an
          increase  in the  ratio of  nonaccrual  loans  to total  loans to 1.80
          percent at March 31, 2002 from 1.66 percent at March 31, 2001.

     o    Our Tier 1 and total risk-based  capital ratios were 11.63 percent and
          13.50 percent,  respectively,  at March 31, 2002,  compared with 10.49
          percent  and  12.32  percent,  respectively,  at March 31,  2001.  Our
          leverage ratio was 10.65 percent at March 31, 2002 compared with 10.22
          percent at March 31, 2001.

                                       16
<PAGE>

BUSINESS SEGMENTS

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

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

     The following  table  reflects the condensed  income  statements,  selected
average  balance  sheet  items and  selected  financial  ratios  for each of our
primary business units. The information presented does not necessarily represent
the business  units'  financial  condition  and results of operations as if they
were  independent  entities.  Also,  the  table  has been  expanded  to  include
performance center earnings.  A performance center is a special unit of the bank
whose income generating activities,  unlike typical profit centers, are based on
other  business  segment units'  customer base. A performance  center has direct
interactions  with customers,  and its purpose is to foster cross selling with a
total  profitability  view of the product and services it manages.  For example,
the Global Foreign Exchange & Derivatives unit, within the Global Markets Group,
is a  performance  center  that  manages the foreign  exchange  and  derivatives
activities  within  the  Global  Markets  organization,   however  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.  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 to each business unit based
on internal management  accounting  policies.  Net interest income is determined
using our internal funds transfer pricing system,  which assigns a cost of funds
to assets or a credit for funds to liabilities and capital, based on their type,
maturity or repricing  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 assigned
to the business units based on a predetermined percentage of usage.






                                       17

<PAGE>

     We have  restated  the  business  units'  results for the prior  periods to
reflect any reorganization changes that may have occurred.

<TABLE>
<CAPTION>


                                                           COMMUNITY BANKING
                                                             AND INVESTMENT         COMMERCIAL FINANCIAL          INTERNATIONAL
                                                             SERVICES GROUP            SERVICES GROUP             BANKING GROUP
                                                        ----------------------     ----------------------      --------------------
                                                                     AS OF AND FOR THE THREE MONTHS ENDED MARCH 31,
                                                        ---------------------------------------------------------------------------
                                                          2001          2002         2001          2002          2001        2002
                                                        --------      --------     --------      --------      --------    --------
RESULTS OF OPERATIONS AFTER PERFORMANCE CENTER
   EARNINGS (DOLLARS IN THOUSANDS):
<S>                                                     <C>           <C>          <C>           <C>           <C>         <C>
   Net interest income...........................       $177,569      $183,336     $185,716      $155,766      $ 10,008    $  9,505
   Noninterest income............................         95,604       104,767       43,363        45,704        15,097      16,088

   Total revenue.................................        273,173       288,103      229,079       201,470        25,105      25,593
   Noninterest expense...........................        178,487       192,070       74,796        83,868        13,258      15,143
   Credit expense (income).......................         12,610         8,985       32,494        46,905         1,174         495

   Income before income tax expense (benefit)....         82,076        87,048      121,789        70,697        10,673       9,955
   Income tax expense (benefit)..................         31,394        33,296       42,526        22,938         4,083       3,808

   Net income (loss).............................       $ 50,682       $53,752     $ 79,263      $ 47,759      $  6,590    $  6,147



PERFORMANCE CENTER EARNINGS (DOLLARS IN THOUSANDS):
   Net interest income...........................       $  1,189          $411     $  2,658      $  8,578      $     --    $     --
   Noninterest income............................         (1,914)      (10,841)       6,176        14,069            66         885
   Noninterest expense...........................         (1,058)       (7,790)       4,362         9,687           220         766
   Total loans (dollars in millions).............             78           121          643         1,045            --          --
AVERAGE BALANCES (DOLLARS IN MILLIONS):
   Total loans(1)................................       $  8,449        $9,542     $ 16,546      $ 14,122      $    968    $  1,016
   Total assets..................................          9,439        10,417       18,383        15,751         1,423       1,310
   Total deposits(1).............................         14,001        14,791        6,801         7,906         1,411       1,558
FINANCIAL RATIOS:
   Return on risk adjusted capital(2)............             35%           39%          18%           12%           29%         38%
   Return on average assets(2)...................           2.18          2.09         1.75          1.23          1.88        1.90
   Efficiency ratio(3)...........................          65.34         66.67        32.65         41.63         52.81       59.17


                                                                GLOBAL                                             UNIONBANCAL
                                                             MARKETS GROUP                  OTHER                  CORPORATION
                                                        ----------------------     ----------------------      --------------------
                                                                     AS OF AND FOR THE THREE MONTHS ENDED MARCH 31,
                                                        ---------------------------------------------------------------------------
                                                          2001          2002         2001          2002          2001        2002
                                                        --------      --------     --------      --------      --------    --------

RESULTS OF OPERATIONS AFTER PERFORMANCE CENTER
   EARNINGS (DOLLARS IN THOUSANDS):
   Net interest income...........................       $ (1,919)     $  9,833     $ 15,887      $ 22,000      $387,261    $380,440
   Noninterest income............................          3,959         1,518       22,784         3,374       180,807     171,451

   Total revenue.................................          2,040        11,351       38,671        25,374       568,068     551,891
   Noninterest expense...........................         13,376         3,914       27,568        28,368       307,485     323,363
   Credit expense (income).......................             --            50       53,722        (1,435)      100,000      55,000

   Income before income tax expense (benefit)....        (11,336)        7,387      (42,619)       (1,559)      160,583     173,528
   Income tax expense (benefit)..................         (4,336)        2,826      (20,371)       (4,117)       53,296      58,751

   Net income (loss).............................       $ (7,000)     $  4,561     $(22,248)     $  2,558      $107,287    $114,777



PERFORMANCE CENTER EARNINGS (DOLLARS IN THOUSANDS):
   Net interest income...........................       $     --      $     --     $ (3,847)     $ (8,989)     $     --    $     --
   Noninterest income............................         (5,163)       (6,634)         835         2,521            --          --
   Noninterest expense...........................         (1,058)       (1,015)      (2,466)       (1,648)           --          --
   Total loans (dollars in millions).............             --            --         (721)       (1,166)           --          --
AVERAGE BALANCES (DOLLARS IN MILLIONS):
   Total loans(1)................................       $     40      $    100     $    415      $    348      $ 26,418    $ 25,128
   Total assets..................................          4,471         6,725          712           881        34,428      35,084
   Total deposits(1).............................          2,766         2,416          789           898        25,768      27,569
FINANCIAL RATIOS:
   Return on risk adjusted capital(2)............            (15)%           4%          na            na            na          na
   Return on average assets(2)...................          (0.64)         0.28           na            na          1.26%       1.33%
   Efficiency ratio(3)...........................          655.9         34.48           na            na         54.07       58.51

-----------
<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),    as   a   percentage   of   net   interest    income
     (taxable-equivalent basis) and noninterest income. Foreclosed asset expense
     was $13  thousand  in the first  quarter of 2001 and $125  thousand  in the
     first quarter of 2002.

na=not applicable
</FN>

</TABLE>
                                       18
<PAGE>


COMMUNITY BANKING AND INVESTMENT SERVICES GROUP

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

     In first quarter of 2002, net income increased $3.1 million,  or 6 percent,
compared to the prior year. Total revenue increased $14.9 million, or 6 percent,
compared  to a year  earlier.  Increased  asset and deposit  volumes  offset the
effect of a significantly lower interest rate environment leading to an increase
of $5.8 million in net interest income over the prior year.  Noninterest  income
was $9.2  million  higher than the prior  year.  However,  excluding  auto lease
residual  writedowns  of $6.0  million  and  $17.3  million,  in 2002 and  2001,
respectively,  and the impact of performance center earnings, noninterest income
increased $6.8 million,  or 6 percent,  compared to a year earlier.  Noninterest
expense increased $13.6 million,  or 8 percent,  compared to a year earlier with
the majority of that increase being attributable to higher salaries and employee
benefits  and an  increase  in  advertising  expense  mainly  related to deposit
gathering, small business growth, and residential loan growth year-over-year.

     In 2002,  the  Community  Banking and  Investment  Services  Group has been
emphasizing growth in the consumer asset portfolio,  expanding wealth management
services, extending the small business franchise,  expanding the branch network,
and expanding  cross selling  activities  throughout  the bank. The strategy for
growing the  consumer  asset  portfolio  primarily  focuses on mortgage and home
equity  products,  originated  through  the branch  network,  as well as through
channels  such  as  wholesalers,   correspondents,  and  whole  loan  purchases.
Residential  loans have grown by $1.7  billion,  or 47  percent,  since the same
period last year.  The Wealth  Management  division  is focused on becoming  the
preferred provider of banking and investment  products for affluent  individuals
in geographic areas already served by us. We seek to achieve this distinction by
providing  superior  service,  offering a broad product  suite,  increasing  the
number of banking locations  convenient to the targeted  clientele and improving
our cross-selling  programs. Our acquisition of Copper Mountain Trust Company in
January  2001  has  enhanced  our  growing  custody  and  401(k)  administration
businesses.  Core  elements  of the  initiative  to extend  our  small  business
franchise include enhancing the sales force,  increasing  marketing  activities,
introducing new insurance and trade finance products,  adding new locations, and
developing online capabilities to complement physical distribution. Expansion of
the  distribution  network  will be achieved  through  acquisitions  and de novo
branching.  We  believe  that  expansion  opportunities  exist in both  Southern
California,   where  we  have  a  particularly  strong  presence,  and  Northern
California.  In addition,  the implementation of several new performance centers
in late 2001 and 2002 has improved cross selling activity,  which has led to the
transfer  of  noninterest  income  from the  Community  Banking  and  Investment
Services Group to the Commercial  Financial  Services Group. While the Community
Banking and  Investment  Services  Group  continues  to be  responsible  for the
manufacturing and sales activities of these performance centers, the noninterest
income is now associated with the market where the relationship is domiciled.

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


                                       19
<PAGE>

     The Community  Banking and  Investment  Services Group is comprised of five
major divisions:  Community Banking,  Wealth Management,  Institutional Services
and Asset  Management,  Government  and  Not-For-Profit  Markets,  and Insurance
Services.

     COMMUNITY   BANKING  serves  over  one  million  consumer   households  and
businesses through its 244 full-service branches in California, six full-service
branches  in Oregon and  Washington,  and its network of 483  proprietary  ATMs.
Customers  may also access our  services 24 hours a day by  telephone or through
our  Bank@Home  product  at  www.UBOC.com.  In  addition,  the  division  offers
automated teller and point-of-sale  debit services through our membership in the
STAR System, the largest shared ATM network in the western United States.

     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 a wide array of customer
          transaction, bill payment and loan payment services;

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

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


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

     o    The Private  Bank  focuses  primarily  on  delivering  integrated  and
          customized  financial  services  to high net  worth  individuals  with
          sophisticated  financial  needs  as  well as to  professional  service
          firms.  Specific  products  and  services  include  trust  and  estate
          services,  investment  account  management  services,  and  customized
          deposit and credit products.  The Private Bank's strategy is to expand
          its  business  by  leveraging  existing  Bank  client   relationships,
          increasing  its  geographic  market  coverage  and the  breadth of its
          products and services. Through 12 existing locations, the Private Bank
          relationship   managers  offer  all  of  our  available  products  and
          services.

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


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

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


                                       20
<PAGE>

     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.  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 our position in our target  markets by
          providing  excellent  service,  strong  technical  capabilities,   and
          product expertise.

     o    Copper  Mountain  Trust  provides   custody,   retirement   plan,  and
          investment management services. Based in Portland, Oregon, their focus
          is on the Pacific Northwest market. Their close ties to the area allow
          Copper Mountain to provide high quality, personalized service to their
          institutional  client base.  Copper  Mountain  also  provides a unique
          "manager of managers" investment style which has been well received by
          the market.

     GOVERNMENT  AND  NOT-FOR-PROFIT  MARKETS  provides a full range of treasury
management,   investment,   and  trust  services  to  government   entities  and
not-for-profit organizations.

     o    The group,  which  primarily  focuses  on local,  state,  and  federal
          agencies,  includes  an  expanding  product  offering  to  the  Native
          American  government  market.  Niche markets have been  developed that
          service   colleges,   universities,   trade   associations,   cultural
          institutions,  and  religious  non-profit  organizations.  The group's
          strategy  is to expand its market  presence by  continued  delivery of
          innovative  cash  management   products,   internet  based  technology
          solutions,  and expanding its tax-exempt lending  capabilities to meet
          existing clients' needs.

     INSURANCE SERVICES provides a full range of cost-effective  risk management
services and insurance products to business and retail customers.

     o    The group,  which  includes  our fourth  quarter 2001  acquisition  of
          Armstrong/Robitaille  Business  and  Insurance  Services,  a  regional
          insurance  broker,  offers its risk management and insurance  products
          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, leasing, and asset-based and leveraged financing.

     The group competes with larger banks by providing  service quality superior
to that of its major  competitors.  The group's  primary means of competing with
community  banks  include  its  large  and  convenient  branch  network  and its
reputation for innovative use of technology to deliver banking services. We also
offer convenient  banking hours to consumers through our  drive-through  banking
locations and selected branches that are open seven days a week.

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

     COMMERCIAL FINANCIAL SERVICES GROUP

     The Commercial  Financial  Services Group offers  customized  financing and
cash  management  services  to  middle  market  and large  corporate  businesses
primarily  headquartered in the western United States.


                                       21
<PAGE>


The  Commercial  Financial  Services  Group has  continued  to focus on customer
segmentation,  allowing the group to provide specialized  financing expertise to
specific geographic markets and industry segments such as Energy, Entertainment,
Real Estate and  Retail.  Relationship  managers  and credit  executives  in the
Commercial Financial Services Group provide credit services including commercial
loans,  accounts receivable and inventory  financing,  project financing,  lease
financing,  trade  financing  and real estate  financing.  In addition to credit
services,  the group offers its customers access to high quality cash management
services   delivered  through   specialized   deposit  managers  with  extensive
experience in cash management solutions for businesses.

     In the first quarter of 2002, net income  decreased  $31.5  million,  or 40
percent, compared to the prior year. Net interest income decreased $30.0 million
due to the lower interest rate environment, which ties our wholesale liabilities
closely to the effects of the lower treasury bill rates.  The impact on earnings
of  decreasing  asset  balances was mitigated by a  significantly  lower cost of
funds resulting from this lower interest rate  environment.  Noninterest  income
increased  $2.3  million,  including  a net loss of $6.9  million in the private
equity portfolio  compared with net gain of $0.3 million in the first quarter of
2001,  mainly  attributable  to a 22  percent  growth in all  other  noninterest
income.  This 22 percent  growth  was  primarily  due to higher  deposit-related
service fees and the implementation of new performance  centers within the bank.
Noninterest  expense increased $9.1 million,  or 12 percent,  compared to a year
earlier due to higher  expenses to support  increased  product sales and deposit
volume.  Credit expense increased $14.4 million due to a refinement in the RAROC
credit  metrics that were  implemented  late 2001 and not reflected in our first
quarter of 2001 results.

     The group's  initiatives  during 2002 include  expanding  wholesale deposit
activities,   increasing   domestic  trade  financing  and  expanding  the  item
processing business.  Loan growth strategies include  originating,  underwriting
and syndicating loans in core competency markets,  such as the California middle
market,  commercial real estate,  energy,  entertainment,  equipment leasing and
commercial  finance.  The Commercial  Financial Services Group operates a strong
processing business, including services such as check processing, front-end item
processing,   cash  vault  services  and  digital  imaging.   Opportunities  for
outsourcing these  capabilities for  correspondent  banks, and credit unions are
significant.  In the processing  business,  Commercial  Financial Services Group
intends  to  build  new  capabilities,   in  addition  to  leveraging   existing
capabilities.  Some new initiatives  underway  include cash management  products
with internet delivery, check truncation at point-of-sale,  digital certificates
and e-bill payment and presentment.  The combination of expanded products and an
emphasis on core  competencies are expected to contribute to growth in operating
earnings in 2002.

     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  traditional  commercial  lending,
          trade financing, and asset-based loans;

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

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

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

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

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

                                       22
<PAGE>


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

     o    the Communications,  Media and Entertainment Division,  which provides
          custom financing to middle market and large corporate clients in their
          defined industries.

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

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

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

 INTERNATIONAL BANKING GROUP

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

     In the first  quarter of 2002,  net income  decreased  $0.4  million,  or 7
percent,  compared to the prior year. Total revenue in the first quarter of 2002
increased $0.5 million, or 2 percent, compared to a year earlier. Despite higher
deposit volumes, net interest income decreased $0.5 million over the prior year,
mainly due to the lower interest rate environment.  Noninterest  income was $1.0
million  higher  than the prior  year  mainly  attributable  to  higher  foreign
remittance   commissions   reflecting  a  strategic   focus  on  this  business.
Noninterest  expense increased $1.9 million,  or 14 percent,  compared to a year
earlier with the majority of that increase being  attributable to higher systems
expenditure.  And lastly,  contributing to the group's  overall  increase in net
income was lower  portfolio  exposure  resulting in a $0.7 million  reduction in
credit  expense  compared  to the prior  year.  The nature of the  International
Banking Group's business revolves around  short-term,  trade financing mostly to
banks and service-related  income,  which tends to result in significantly lower
credit risk when compared to other lending activities.

     The group has a long and stable history of providing  correspondent banking
and trade-related products and services to international financial institutions.
We believe the group continues to be a market leader,  achieving strong customer
loyalty in the  correspondent  banking market by providing high quality products
and  services  at  competitive   prices.   The   International   Banking  Group,
headquartered in San Francisco,  also maintains  representative  offices in Asia
and Latin America and an international banking subsidiary in New York.

     GLOBAL MARKETS GROUP

     The Global Markets Group conducts business activities  primarily to support
the previously described business groups and their customers.  This group offers
a broad range of risk management  products,  such as foreign exchange  contracts
and interest rate swaps and options. It trades money market, government, agency,
and other  securities to meet  investment  needs of  institutional  and business
clients  of  UnionBanCal

                                       23
<PAGE>

Corporation.  Another  primary  area of the  group is  treasury  management  for
UnionBanCal   Corporation,   which  encompasses  wholesale  funding,   liquidity
management,  interest  rate  risk  management,  including  securities  portfolio
management, and hedging activities.

     In the first  quarter of 2002,  net income was $4.6  million  compared to a
loss of $7.0 million in the prior year.  Total  revenue in the first  quarter of
2002  increased  $9.3  million,  or 456  percent,  compared  to a  year  earlier
primarily  resulting  from  a 612  percent  increase  in  net  interest  income,
partially offset by a 62 percent decrease in noninterest  income.  The declining
interest rate  environment  was mitigated,  in the first quarter of 2002, due to
the effectiveness of our asset/liability  management strategy, which resulted in
higher  net  interest  income  of $11.8  million  compared  to the  prior  year.
Noninterest income decreased $2.4 million compared to the first quarter of 2001.
This  decrease  was  mainly  due to no gains on the  sale of  securities  in our
securities  available  for sale  portfolio in the current  year  compared to net
gains of $1.0 million in the prior year and a higher distribution of performance
center  earnings to other  business  segments  of the bank in the current  year.
Noninterest  expense decreased $9.5 million,  or 71 percent,  compared to a year
earlier,  primarily  as a result of the  effects of  adoption  of SFAS No.  133,
"Accounting  for  Derivative  Instruments  and Hedging  Activities" in the prior
year.

     OTHER

     "Other" includes the following items:

     o    corporate activities that are not directly  attributable to one of the
          four major  business  units.  Included in this  category  are goodwill
          amortization  for periods  prior to January 1, 2002 and certain  other
          nonrecurring  items such as merger and  integration  expense,  certain
          parent company non-bank subsidiaries, and the elimination of the fully
          taxable-equivalent basis amounts;

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

     o    the Credit Management  Group,  containing the Special Assets Division,
          which  includes  $439.0  million and $452.8  million of  nonperforming
          assets as of March 31, 2001 and 2002, respectively;

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

     o    the residual costs of support groups.

     Net income for "Other" in the first quarter of 2002 was $2.6  million.  The
results were impacted by the following factors:

     o    credit  expense  (income) of ($1.4)  million was due to the difference
          between the $55.0 million in provision  for credit  losses  calculated
          under our US GAAP methodology and the $56.4 million in expected losses
          for  the  reportable  business  segments,  which  utilizes  the  RAROC
          methodology;

     o    net  interest  income  of  $22.0  million,  which  resulted  from  the
          differences  between the credit for equity for the reportable segments
          under  RAROC  and  the  net  interest  income  earned  by  UnionBanCal
          Corporation,  and a credit  for demand  deposits  in the  Pacific  Rim
          Corporate Group;

     o    noninterest income of $3.4 million; and

     o    noninterest expense of $28.4 million.



                                       24

<PAGE>


     Net loss for "Other" in the first  quarter of 2001 was $22.2  million.  The
results were impacted by the following factors:

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

     o    net  interest  income  of  $15.9  million,  which  resulted  from  the
          differences  between the credit for equity for the reportable segments
          under  RAROC  and  the  net  interest  income  earned  by  UnionBanCal
          Corporation,  and a credit  for demand  deposits  in the  Pacific  Rim
          Corporate Group;

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

     o    noninterest expense of $27.6 million.















                                       25

<PAGE>


NET INTEREST INCOME

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

<TABLE>
<CAPTION>

                                                                          FOR THE THREE MONTHS ENDED
                                            ----------------------------------------------------------------------------------------
                                                          MARCH 31, 2001                                  MARCH 31, 2002
                                            -----------------------------------------       ----------------------------------------
                                                               INTEREST       AVERAGE                         INTEREST      AVERAGE
                                              AVERAGE           INCOME/       YIELD/          AVERAGE          INCOME/       YIELD/
(DOLLARS IN THOUSANDS)                        BALANCE         EXPENSE(1)      RATE(1)         BALANCE        EXPENSE(1)     RATE(1)
----------------------                      -----------       ----------      -------       -----------      -----------    -------
ASSETS
Loans:(2)
<S>                                         <C>               <C>                <C>        <C>              <C>              <C>
   Domestic........................         $25,380,787       $  519,034         8.28%      $24,088,142      $   368,062       6.17%
   Foreign(3)......................           1,036,839           17,514         6.85         1,039,615            7,922       3.09
Securities--taxable.................          4,082,781           66,187         6.49         5,552,344           80,663       5.81
Securities--tax-exempt..............             67,280            1,652         9.82            38,233              991      10.37
Interest bearing deposits in banks.              79,239              966         4.94            84,408              496       2.38
Federal funds sold and securities
   purchased under resale agreements             73,036            1,029         5.71           936,382            4,059       1.76
Trading account assets.............             348,280            2,932         3.41           237,369              720       1.23
                                            -----------       ----------                    -----------      -----------
        Total earning assets.......          31,068,242          609,314         7.93        31,976,493          462,913       5.84
                                                              ----------                                     -----------
Allowance for credit losses........            (634,963)                                       (644,379)
Cash and due from banks............           2,194,017                                       1,942,621
Premises and equipment, net........             480,724                                         496,269
Other assets.......................           1,319,970                                       1,312,523
                                            -----------                                     -----------
        Total assets...............         $34,427,990                                     $35,083,527
                                            ===========                                     ===========
LIABILITIES
Domestic deposits:
   Interest bearing................         $ 6,140,117           41,342         2.73       $ 7,459,506           23,157       1.26
   Savings and consumer time.......           3,320,967           29,912         3.65         3,549,262           16,970       1.94
   Large time......................           4,426,993           63,863         5.85         3,485,482           19,808       2.30
Foreign deposits(3)................           2,033,685           25,543         5.09         1,749,251            6,264       1.45
                                            -----------       ----------                    -----------      -----------
        Total interest bearing
           deposits................          15,921,762          160,660         4.09        16,243,501           66,199       1.65
                                            -----------       ----------                    -----------      -----------
Federal funds purchased and
   securities sold under repurchase
   agreements......................           1,829,372           25,800         5.72           541,182            1,949       1.46
Commercial paper...................           1,478,564           20,413         5.60           919,259            3,974       1.75
Other borrowed funds...............             396,311            5,340         5.46           698,053            3,443       2.00
Medium and long-term debt..........             200,000            3,196         6.48           399,989            2,412       2.45
UnionBanCal Corporation--obligated
   mandatorily redeemable preferred
   securities of subsidiary grantor
   trust...........................             352,130            6,022         6.83           352,300            3,963       4.46
                                            -----------       ----------                    -----------      -----------
        Total borrowed funds.......           4,256,377           60,771         5.78         2,910,783           15,741       2.19
                                            -----------       ----------                    -----------      -----------
        Total interest bearing
           liabilities.............          20,178,139          221,431         4.45        19,154,284           81,940       1.73
                                                              ----------                                     -----------
Noninterest bearing deposits.......           9,845,911                                      11,325,446
Other liabilities..................           1,066,000                                         979,030
                                            -----------                                     -----------
      Total liabilities............          31,090,050                                      31,458,760
SHAREHOLDERS' EQUITY
Common equity......................           3,337,940                                       3,624,767
                                            -----------                                     -----------
        Total shareholders' equity.           3,337,940                                       3,624,767
                                            -----------                                     -----------
        Total liabilities and
           shareholders' equity....         $34,427,990                                     $35,083,527
                                            ===========                                     ===========
Net interest income/margin
   (taxable-equivalent basis)......                              387,883         5.04%                           380,973       4.80%
Less: taxable-equivalent adjustment                                  622                                             533
                                                              ----------                                     -----------
        Net interest income........                           $  387,261                                     $   380,440
                                                              ==========                                     ===========

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

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

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

                                       26
<PAGE>


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

     Net interest income, on a  taxable-equivalent  basis, was $381.0 million in
the first quarter of 2002,  compared with $387.9 million in the first quarter of
2001. This decrease of $6.9 million, or 2 percent, was attributable primarily to
the  decreasing  interest rate  environment  throughout  the prior year,  partly
mitigated by increasing  average  noninterest  bearing deposits  year-over-year.
Decreasing market rates resulted in a lower average yield of 209 basis points on
average earning assets of $32.0 billion,  which were partly offset by lower cost
of fund rates on our interest bearing liabilities of 272 basis points on average
balances of $19.2  billion.  Mitigating  the impact of this lower  interest rate
environment was an increase in average earning assets of $0.9 million, funded by
a $1.5 billion, or 15 percent, increase in average noninterest bearing deposits.
The resulting  impact of these changes on our net interest margin was a decrease
of 24 basis points to 4.80 percent.

     Average  earning  assets were $32.0  billion in the first  quarter of 2002,
compared  with $31.1  billion  in the first  quarter  of 2001.  This  growth was
attributable to a $1.4 billion,  or 35 percent,  increase in average securities,
offset by a $1.3 billion, or 5 percent,  decrease in average loans. The increase
in average  securities,  which were comprised  primarily of fixed rate available
for sale  securities,  reflected  liquidity  and interest  rate risk  management
actions.  The decline in average loans was mostly due to a $2.9 billion decrease
in average  commercial  loans mainly  attributable  to slower loan growth due to
economic   conditions,   loan  sales,   and  a  reduction  in  our  exposure  in
nonrelationship  syndicated  loans.  The decrease in commercial loans was partly
offset by an increase in average  residential  mortgages of $1.7 billion,  which
was a result of a strategic portfolio shift from more volatile commercial loans.
Other loan categories  included an increase in average  commercial  mortgages of
$306.6 million and a decrease in average  consumer loans and lease  financing of
$338.1 million and $157.5 million, respectively.

NONINTEREST INCOME

<TABLE>
<CAPTION>

                                                         FOR THE THREE MONTHS ENDED
                                            ----------------------------------------------------
                                                                            INCREASE (DECREASE)
                                            MARCH 31,      MARCH 31,       ---------------------
(DOLLARS IN THOUSANDS)                         2001           2002          AMOUNT      PERCENT
----------------------                      ---------      ---------       --------     --------
<S>                                         <C>            <C>             <C>           <C>
Service charges on deposit accounts......   $  57,020      $  66,143       $  9,123        16.00%
Trust and investment management fees.....      39,681         36,725         (2,956)       (7.45)
Merchant transaction processing fees.....      19,066         20,701          1,635         8.58
International commissions and fees.......      17,110         18,223          1,113         6.51
Brokerage commissions and fees...........       8,915          9,632            717         8.04
Insurance commissions....................          --          7,153          7,153           nm
Merchant banking fees....................       9,248          6,945         (2,303)      (24.90)
Foreign exchange trading gains, net......       6,220          6,447            227         3.65
Securities gains (losses), net...........       2,266         (2,566)        (4,832)          nm
Gain on exchange of STAR System stock....      20,700             --        (20,700)     (100.00)
Other....................................         581          2,048          1,467       252.50
                                            ---------      ---------       --------
Total noninterest income.................   $ 180,807      $ 171,451       $ (9,356)       (5.17)%
                                            =========      =========       ========     ========
----------------------------
<FN>
nm = not meaningful
</FN>

</TABLE>


     In the first  quarter of 2002,  noninterest  income was $171.5  million,  a
decrease of $9.4 million,  or 5 percent,  over the first  quarter of 2001.  This
decrease was  primarily due to a $20.7  million gain  recognized  when our stock
holding in STAR  System was  exchanged  for Concord EFS stock in the prior year.


                                       27
<PAGE>

Excluding  the gain on the  exchange  of our STAR System  holdings,  noninterest
income  increased  $11.3  million,  or  7  percent.  This  increase  was  mainly
attributable to a $9.1 million increase in service charges on deposit  accounts,
a $7.2 million increase related to the incremental  revenues associated with our
December 2001  acquisition  of the  Armstrong/Robitaille  Business and Insurance
Services,  and a $1.6 million increase in merchant transaction  processing fees,
partially offset by a $2.9 million  decrease in trust and investment  management
fees,  a $2.3  million  decrease in merchant  banking  fees,  and a $4.8 million
decrease in net securities gains.

     Revenue from service  charges on deposit  accounts  was $66.1  million,  an
increase  of 16  percent  over the  first  quarter  of 2001.  The  increase  was
primarily  attributable  to an 8 percent  increase  in average  business  demand
deposits  and  reductions  in the  earnings  credit  rates,  caused by the lower
interest environment,  on analyzed deposit accounts, which resulted in customers
paying fees for services rather than increasing required deposit balances.

     Trust and investment  management  fees were $36.7 million,  a decrease of 7
percent  over the first  quarter  of 2001.  This  decrease  is  attributable  to
declining  market  conditions  and their impact on transaction  and  asset-based
fees. Total assets under administration increased from the first quarter of 2001
by $1.4 billion, or 1 percent.

     Merchant  transaction  processing fees were $20.7 million, an increase of 9
percent over the first  quarter of 2001.  The increase was  primarily due to the
introduction  of our enhanced Gold and Platinum  version of our standard  Master
Money Card (debit card) aimed at  stimulating  consumer  usage for higher dollar
purchases  and an  increase in the volume of credit  card  drafts  deposited  by
merchants.

     Brokerage  commissions and fees were $9.6 million, an increase of 8 percent
over the  first  quarter  of 2001.  The  increase  was  primarily  due to higher
brokerage  commissions on sales of  non-proprietary  mutual funds resulting from
market conditions in the current quarter.

     Merchant banking fees were $6.9 million,  a decrease of 25 percent from the
first quarter of 2001. The decrease was primarily  attributable  to lower demand
for syndication and investment  banking activities as a result of current market
conditions.

     Securities  losses,  net, were $2.6 million  compared to securities  gains,
net, of $2.3 million in the prior year. In the prior year  quarter,  we realized
net  gains  of $5.6  million  on the sale of  securities,  partially  offset  by
permanent  writedowns of securities of $3.3 million.  In the current quarter, we
realized  gains of $0.4 million on the sale of securities,  partially  offset by
permanent writedowns of securities of $3.0 million.

     Other noninterest income was $2.0 million,  an increase of $1.5 million, or
253  percent,  over  the  first  quarter  of  2001.  This  increase  was  mainly
attributable  to lower auto lease  residual  writedowns  of $6.0  million in the
first  quarter of 2002  compared to $17.3  million in the first quarter of 2001.
This increase was partially offset by higher  permanent  writedowns on nonpublic
securities  of $5.4 million in the current  quarter,  a $3.1 million gain on the
sale of leased  equipment  in the prior  year,  and a higher  provision  of $1.2
million  for  potential  losses on  interest  rate  derivatives  in the  current
quarter.







                                       28
<PAGE>


NONINTEREST EXPENSE

<TABLE>
<CAPTION>
                                                       FOR THE THREE MONTHS ENDED
                                               ------------------------------------------------
                                                                            INCREASE (DECREASE)
                                               MARCH 31,      MARCH 31,     -------------------
(DOLLARS IN THOUSANDS)                            2001           2002        AMOUNT     PERCENT
------------------------------------------     ---------      ---------     -------     -------
<S>                                            <C>            <C>           <C>            <C>
Salaries and other compensation...........     $ 130,973      $ 141,341     $10,368        7.92%
Employee benefits.........................        33,514         36,453       2,939        8.77
                                               ---------      ---------     -------
   Salaries and employee benefits.........       164,487        177,794      13,307        8.09
Net occupancy.............................        22,759         23,381         622        2.73
Equipment.................................        15,798         16,340         542        3.43
Communications............................        11,702         13,941       2,239       19.13
Merchant transaction processing...........        12,914         12,916           2        0.02
Software..................................         7,531         11,510       3,979       52.83
Advertising and public relations..........         6,606         10,008       3,402       51.50
Professional services.....................         7,824          9,503       1,679       21.46
Data processing...........................         8,949          8,991          42        0.47
Intangible asset amortization.............         3,538            884      (2,654)     (75.01)
Foreclosed asset expense..................            13            125         112      861.54
Other.....................................        45,364         37,970      (7,394)     (16.30)
                                               ---------      ---------     -------
      Total noninterest expense...........     $ 307,485      $ 323,363     $15,878        5.16%
                                               =========      =========     =======
</TABLE>


     In the first quarter of 2002,  noninterest  expense was $323.4 million,  an
increase of $15.9  million,  or 5 percent,  over the same  period in 2001.  This
increase  was mostly due to a $13.3  million  increase in salaries  and employee
benefits,  a $4.0 million increase in software expense,  a $3.4 million increase
in  advertising  and  public  relations  expense,  a $2.2  million  increase  in
communications  expense,  and a $1.7 million  increase in professional  services
expense.  These  increases were partially  offset by a $2.7 million  decrease in
intangible asset expense mostly  attributable to the implementation of SFAS 142,
"Goodwill and Other Intangible Assets," in the current quarter, which eliminated
the amortization of goodwill,  and a $7.4 million decrease in other  noninterest
expense.

     Salaries  and  employee  benefits  were  $177.8  million,  an increase of 8
percent  over the first  quarter of 2001.  This  increase was  primarily  due to
increases necessary to achieve our strategic goals to expand key businesses,  to
annual merit increases, and to higher medical costs.

     Software  expense was $11.5  million,  an  increase of 53 percent  over the
first quarter of 2001.  This increase was  primarily  attributable  to increased
software purchases and development to support strategic technology initiatives.

     Advertising and public relations  expenses were $10.0 million,  an increase
of 52  percent  over the first  quarter of 2001.  This  increase  was  primarily
attributable  to advertising  expenses for deposit  gathering and small business
and consumer product growth.

     Communications  expense was $13.9  million,  an increase of 19 percent over
the first quarter of 2001.  This increase was primarily  attributable  to higher
costs   associated   with   increased   rates  and  usage  for  data  and  voice
communication.

     Professional  services expense was $9.5 million,  an increase of 21 percent
over the first  quarter of 2001.  This increase was  primarily  attributable  to
consulting  costs  associated  with  several  projects   including   information
technology and process improvement.

     Other noninterest  expense was $38.0 million, a decrease of 16 percent over
the first quarter of 2001.  This decrease was due to the  recognition  of a $6.2
million  loss at the  adoption  of SFAS No.  133 and  higher  derivative-related
expenses  of $3.5  million  due to  changes  in the  value of a  portion  of the
interest rate options that were excluded  from hedge  accounting  under SFAS No.
133, both in the prior year.



                                       29
<PAGE>


INCOME TAX EXPENSE

     Income tax  expense in the first  quarter of 2002 was $58.8  million,  a 34
percent  effective income tax rate. For the first quarter of 2001, the effective
income tax rate was 33 percent.

LOANS

     The following table shows loans outstanding by loan type.
<TABLE>
<CAPTION>

                                                                                                           PERCENT CHANGE TO
                                                                                                         MARCH 31, 2002 FROM:
                                                                                                        ---------------------------
                                                    MARCH 31,       DECEMBER 31,         MARCH 31,      MARCH 31,      DECEMBER 31,
(DOLLARS IN THOUSANDS)                                2001              2001               2002           2001             2001
----------------------                            -----------       ------------       -----------      ---------      ------------
Domestic:
<S>                                               <C>               <C>                <C>               <C>                <C>
   Commercial, financial and industrial...        $13,557,200       $ 11,476,361       $10,963,101       (19.13)%           (4.47)%
   Construction...........................          1,031,882          1,059,847         1,096,869         6.30              3.49
   Mortgage:
      Residential.........................          3,633,525          4,788,219         5,350,998        47.27             11.75
      Commercial..........................          3,350,980          3,590,318         3,691,561        10.16              2.82
                                                  -----------       ------------       -----------
        Total mortgage....................          6,984,505          8,378,537         9,042,559        29.47              7.93
   Consumer:
      Installment.........................          1,548,926          1,200,047         1,088,716       (29.71)            (9.28)
      Revolving lines of credit...........            740,786            859,021           906,110        22.32              5.48
                                                  -----------       ------------       -----------
        Total consumer....................          2,289,712          2,059,068         1,994,826       (12.88)            (3.12)
   Lease financing........................          1,082,474            979,242           933,012       (13.81)            (4.72)
                                                  -----------       ------------       -----------
        Total loans in domestic offices...         24,945,773         23,953,055        24,030,367        (3.67)             0.32
Loans originated in foreign branches......          1,031,163          1,040,975         1,067,730         3.55              2.57
                                                  -----------       ------------       -----------
        Total loans.......................        $25,976,936       $ 24,994,030       $25,098,097        (3.38)%            0.42%
                                                  ===========       ============       ===========

</TABLE>



     Our  lending  activities  are  predominantly   domestic,  with  such  loans
comprising 96 percent of the total loan portfolio at March 31, 2002. Total loans
at March 31, 2002 were $25.1  billion,  a decrease of 3 percent,  from the prior
year.  The  decrease  was mainly  attributable  to a decline in the  commercial,
financial  and  industrial  loan  portfolio of $2.6 billion and a decline in the
consumer loan portfolio of $294.9  million,  partially  offset by an increase in
the  residential  mortgage  portfolio  of $1.7  billion  and an  increase in the
commercial mortgage portfolio of $340.6 million.

     Commercial,  financial and industrial  loans represent the largest category
in the loan  portfolio.  These loans are extended  principally to  corporations,
middle market businesses,  and small businesses,  with no industry concentration
exceeding 10 percent of total  commercial,  financial and industrial  loans.  At
March 31, 2002 and 2001, the commercial, financial and industrial loan portfolio
was $11.0  billion,  or 44  percent of total  loans,  and $13.6  billion,  or 52
percent of total  loans,  respectively.  The  decrease  of $2.6  billion,  or 19
percent,  from the prior year was  primarily  attributable  to current  economic
conditions,  loans sales,  and  reductions  in our  exposure in  nonrelationship
syndicated loans. The reduction in commercial,  financial,  and industrial loans
is  consistent  with our  strategy  to  reduce  our  exposure  in more  volatile
commercial loans and increase the percentage of more stable consumer loans.

     The construction loan portfolio totaled $1.1 billion, or 4 percent of total
loans,  at March 31, 2002,  compared  with $1.0  billion,  or 4 percent of total
loans, at March 31, 2001. This growth of $65.0 million,  or 6 percent,  from the
prior year was primarily attributable to a reasonably stable Southern California
housing market during 2001, despite the slowdown in the economy.


                                       30
<PAGE>


     Commercial  mortgages were $3.7 billion,  or 15 percent of total loans,  at
March 31, 2002,  compared  with $3.4 billion,  or 13 percent of total loans,  at
March 31, 2001. The mortgage loan portfolio  consists of loans on commercial and
industrial  projects  primarily  in  California.   The  increase  in  commercial
mortgages of $340.6 million,  or 10 percent,  from March 31, 2001, was primarily
due to the  demand  for  commercial  mortgages,  which  continues  to  reflect a
reasonably stable Southern California real estate market.

     Residential  mortgages were $5.4 billion,  or 21 percent of total loans, at
March 31, 2002,  compared  with $3.6 billion,  or 14 percent of total loans,  at
March 31, 2001. The residential mortgage portfolio consists of residential loans
secured by one-to-four  family residential  properties  primarily in California.
The increase in residential mortgages of $1.8 billion, or 47 percent, from March
31, 2001,  continues to be influenced by our strategic  decision to increase our
residential  mortgage portfolio through additional  wholesale and correspondence
channels.

     Consumer loans totaled $2.0 billion,  or 8 percent of total loans, at March
31, 2002,  compared with $2.3 billion, or 9 percent of total loans, at March 31,
2001. The decrease of $294.9  million,  or 13 percent,  was  attributable to the
impact of our  decision  to exit the  indirect  auto  lending  and auto  leasing
businesses in the third quarter of 2000, partially offset by an increase in home
equity loans.

     Lease  financing  totaled $933.0  million,  or 4 percent of total loans, at
March 31, 2002,  compared  with $1.1  billion,  or 4 percent of total loans,  at
March 31, 2001. As we  previously  announced,  effective  April 20, 2001, we had
discontinued our auto leasing activity.

     Loans originated in foreign branches totaled $1.1 billion,  or 4 percent of
total loans, at March 31, 2002 and $1.0 billion, or 4 percent of total loans, at
March 31, 2001.

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,  2001,  December  31, 2001 and March 31,  2002 for each  country
where such  outstandings  exceeded 1 percent of total assets.  The  cross-border
outstandings were compiled based upon category and domicile of ultimate risk and
are  comprised  of  balances  with banks,  trading  account  assets,  securities
available for sale, securities purchased under resale agreements, loans, accrued
interest  receivable,  acceptances  outstanding  and  investments  with  foreign
entities.  The amounts  outstanding  for each  country  exclude  local  currency
outstandings. For those individual countries shown in the table below, we do not
have  significant  local  currency  outstandings  that are not hedged or are not
funded by local currency borrowings.

<TABLE>
<CAPTION>


                                                           PUBLIC        CORPORATIONS
                                          FINANCIAL        SECTOR          AND OTHER            TOTAL
(DOLLARS IN MILLIONS)                   INSTITUTIONS      ENTITIES         BORROWERS        OUTSTANDINGS
---------------------------------       ------------      --------       ------------       ------------
<S>                                         <C>             <C>               <C>               <C>
March 31, 2001
Korea............................           $471            $ -               $28               $499
December 31, 2001
Korea............................           $514            $ -               $ -               $514
March 31, 2002
Korea............................           $493            $ -               $ -               $493


</TABLE>



                                       31
<PAGE>


PROVISION FOR CREDIT LOSSES

     We recorded a $55 million  provision for credit losses in the first quarter
of 2002,  compared with a $100 million  provision for credit losses for the same
period in the prior year.  Provisions for credit losses are charged to income to
bring  our  allowance  for  credit  losses  to a  level  deemed  appropriate  by
management  based on the factors  discussed under  "Allowance for Credit Losses"
below.

     Our provision for the first quarter of 2002, was affected by the continuing
application of strict standards to the definitions of potential and well-defined
weaknesses in our loan portfolio, resulting in high levels of criticized assets.

ALLOWANCE FOR CREDIT LOSSES

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

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

     o    pass graded, for commercial,  financial, and industrial loans, as well
          as all problem  graded loan loss  factors are derived from a migration
          model  that  tracks  historical  loss over a period,  which we believe
          captures the inherent losses on our loan portfolio;

     o    pass  graded loan loss  factors  are based on the  average  annual net
          charge-off  rate over a period for  commercial  real estate  loans and
          construction loans reflective of a full economic cycle; and

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

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

     Specific   allowances  are  established  in  cases  where   management  has
identified  significant  conditions  or  circumstances  related to a credit that
management believes indicate the probability that a loss has been incurred. This
amount  may be  determined  either  by a  method  prescribed  by SFAS  No.  114,
"Accounting  by  Creditors  for  Impairment  of a Loan",  or by a  method  which
identifies certain qualitative factors.

     The unallocated  allowance  contains amounts that are based on management's
evaluation of conditions that are not directly  measured in the determination of
the formula and specific  allowances.  The  evaluation of the inherent loss with
respect to these conditions is subject to a higher degree of uncertainty because
they are not identified with specific problem credits or portfolio segments. The
conditions  evaluated in connection with the unallocated  allowance  include the
following, which existed at the balance sheet date:

     o    general  economic and business  conditions  affecting  our key lending
          areas;


                                       32
<PAGE>


     o    credit  quality  trends  (including  trends  in  nonperforming   loans
          expected to result from existing conditions);

     o    collateral values;

     o    loan volumes and concentrations;

     o    seasoning of the loan portfolio;

     o    specific industry conditions within portfolio segments;

     o    recent loss experience in particular segments of the portfolio;

     o    duration of the current business cycle;

     o    bank regulatory examination results; and

     o    findings of our internal credit examiners.

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

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

     COMPARISON OF THE TOTAL  ALLOWANCE AND RELATED  PROVISION FOR CREDIT LOSSES
     FROM DECEMBER 31, 2001

     During  the first  quarter of 2002,  there  were no  changes in  estimation
methods  or  assumptions   that  affected  our  methodology  for  assessing  the
appropriateness  of the  formula  and  specific  allowances  for credit  losses.
Changes in  estimates  and  assumptions  regarding  the effects of economic  and
business  conditions on borrowers and other factors,  which are described below,
affected the assessment of the unallocated allowance.

     At  December  31,  2001,  our total  allowance  for credit  losses was $635
million or 2.54  percent of the total loan  portfolio  and 129  percent of total
nonaccrual  loans.  At March 31, 2002, our total allowance for credit losses was
$629  million,  or 2.51 percent of the total loan  portfolio  and 139 percent of
total nonaccrual loans. In addition,  the allowance  incorporates the results of
measuring  impaired  loans  as  provided  in SFAS  No.  114 and  SFAS  No.  118,
"Accounting  by Creditors  for  Impairment  of a  Loan--Income  Recognition  and
Disclosures".  These  accounting  standards  prescribe the measurement  methods,
income  recognition and  disclosures  related to impaired loans. At December 31,
2001,  total  impaired loans


                                       33
<PAGE>

were $492  million,  and the  associated  impairment  allowance  was $98 million
compared with $452 million and $91 million, respectively, at March 31, 2002.

     We  recorded  a $55  million  provision  in the first  quarter of 2002 as a
result of  management's  assessment of factors,  including the continued slow US
economy, uncertainty in the communication/media,  broadcasting, real estate, and
other  sectors in  domestic  markets  in which we  operate,  and  changes in the
composition of the loan portfolio. Losses inherent in large commercial loans are
more difficult to assess because historically these have been more volatile than
losses from other credits.

     CHANGES IN THE FORMULA AND SPECIFIC ALLOWANCES

     At March 31, 2002, the formula allowance,  remained relatively unchanged at
$336 million,  compared to $325 million at December 31, 2001, an increase of $11
million.

     At March 31, 2002, the specific allowance was $121 million compared to $138
million at  December  31,  2001,  a  decrease  of $17  million.  This was due to
charge-offs recognized during the quarter and a decline in nonaccrual loans.

     Our  problem  credits  continue  to be  centered  in  the  commercial  loan
portfolio and mostly within  syndicated  loan  purchases.  Within our commercial
loan portfolio we have seen a higher  incidence of problem  credits  outside our
primary areas of industry expertise.  Although we continue to see no significant
deterioration in the real estate or consumer loan portfolios in aggregate, there
is some deterioration in Northern California real estate markets, which is being
impacted by the slow down in the technology sector.

     At March 31, 2002, the  unallocated  allowance was $172 million,  unchanged
from $172 million at December 31, 2001. In evaluating the appropriateness of the
unallocated  allowance,  we  considered  the  following  factors as well as more
general  factors such as the  interest  rate  environment  and the impact of the
economic  downturn  on  those  borrowers  who  have a more  leveraged  financial
profile:

     o    the  adverse  effects  of  changes in the  economic,  regulatory,  and
          technology  environments  on  borrowers  in  the  communications/media
          industry, which could be in the range of $20 million to $46 million;

     o    the adverse  effects of the general  weakening in real estate markets,
          as well as the specific  deterioration in Northern  California,  which
          could be in the range of $16 million to $32 million;

     o    the adverse  effects of the  continued  soft  consumer  confidence  on
          borrowers in the  retailing  industry,  which could be in the range of
          $15 million to $29 million;

     o    the adverse  effects of the  continued  weak  economic  conditions  in
          certain Asia / Pacific Rim countries  and the reduced  strength of the
          Japanese  corporate parents of our Pacific Rim borrowers,  which could
          be in the range of $8 million to $17 million;

     o    the adverse effects of the cyclical nature of machinery  manufacturing
          and the  slow-down  in  capital  expenditure  in  response  to  excess
          capacity in a recessionary environment, which could be in the range of
          $5 million to $10 million; and

     o    the adverse effects of declining product life cycles and a slow demand
          for personal computers on borrowers in the technology industry,  which
          could be in the range of $4 million to $8 million.

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



                                       34
<PAGE>


     CHANGE IN THE TOTAL ALLOWANCE FOR CREDIT LOSSES

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

<TABLE>
<CAPTION>

                                                                                FOR THE THREE MONTHS
                                                                                   ENDED MARCH 31,
                                                                                ---------------------
(DOLLARS IN THOUSANDS)                                                            2001         2002
-------------------------------------------------------------------------       --------     --------
<S>                                                                             <C>          <C>
Balance, beginning of period.............................................       $613,902     $634,509
Loans charged off:
   Commercial, financial and industrial..................................         74,554       62,226
   Mortgage..............................................................             30          180
   Consumer..............................................................          3,338        2,599
   Lease financing.......................................................            781          833
   Foreign(1)............................................................             --           --
                                                                                --------     --------
      Total loans charged off............................................         78,703       65,838
Recoveries of loans previously charged off:
   Commercial, financial and industrial..................................          5,937        4,516
   Mortgage..............................................................             24           95
   Consumer..............................................................          1,127          908
   Lease financing.......................................................            148          201
   Foreign(1)............................................................             14           --
                                                                                --------     --------
      Total recoveries of loans previously charged off...................          7,250        5,720
                                                                                --------     --------
        Net loans charged off............................................         71,453       60,118
Provision for credit losses..............................................        100,000       55,000
Foreign translation adjustment and other net deductions..................          (115)         (24)
                                                                                --------     --------
Balance, end of period...................................................       $642,334     $629,367
                                                                                ========     ========
Allowance for credit losses to total loans...............................           2.47%        2.51%
Provision for credit losses to net loans charged off.....................         139.95        91.49
Net loans charged off to average loans outstanding for the period(2).....           1.10         0.97

----------------------------------
<FN>
(1)      Foreign loans are those loans originated in foreign branches.

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

     Total loans  charged off in the first  quarter of 2002  decreased  by $12.9
million  from the  first  quarter  of  2001,  primarily  due to a $12.3  million
decrease in commercial,  financial and industrial loans charged off. Charge-offs
reflect  the  realization  of  losses  in the  portfolio  that  were  recognized
previously through provisions for credit losses.

     First quarter 2002 recoveries of loans previously  charged off decreased by
$1.5 million from the same period in 2001.  The  percentage of net loans charged
off to average loans  outstanding  for the first quarter of 2002 decreased by 13
basis points from the same period in 2001. At March 31, 2002,  the allowance for
credit  losses  exceeded the  annualized  net loans charged off during the first
quarter  of  2002,  reflecting  management's  belief,  based  on  the  foregoing
analysis, that there are additional losses inherent in the portfolio.

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



                                       35
<PAGE>


NONPERFORMING ASSETS

<TABLE>
<CAPTION>

                                                                        MARCH 31,       DECEMBER 31,      MARCH 31,
(DOLLARS IN THOUSANDS)                                                     2001             2001             2002
----------------------------------------------------------------        ---------       ------------      ---------
<S>                                                                     <C>                <C>            <C>
Commercial, financial and industrial............................        $ 416,863          $ 471,509      $ 422,900
Construction....................................................            3,967                 --             --
Commercial mortgage.............................................           10,015             17,430         26,426
Lease financing.................................................               --              2,946          2,631
Loans originated in foreign branches............................               --                 --            471
                                                                        ---------       ------------      ---------
   Total nonaccrual loans.......................................          430,845            491,885        452,428
Foreclosed assets...............................................            1,011                597            333
Distressed loans held for sale..................................            7,124                 --             --
                                                                        ---------       ------------      ---------
   Total nonperforming assets...................................        $ 438,980          $ 492,482      $ 452,761
                                                                        =========       ============      =========
Allowance for credit losses.....................................        $ 642,334          $ 634,509      $ 629,367
                                                                        =========       ============      =========
Nonaccrual loans to total loans.................................             1.66%              1.97%          1.80%
Allowance for credit losses to nonaccrual loans.................           149.09             129.00         139.11
Nonperforming assets to total loans, distressed loans
 held for sale and foreclosed assets............................             1.69               1.97           1.80
Nonperforming assets to total assets............................             1.23               1.37           1.25

</TABLE>

     At March 31, 2002, nonperforming assets totaled $452.8 million, an increase
of $13.8  million,  or 3 percent,  from March 31, 2001.  The increase was due to
general deterioration in our loan portfolio.

     Nonaccrual  loans as a percentage of total loans were 1.80 percent at March
31, 2002, compared with 1.66 percent at March 31, 2001.  Nonperforming assets as
a percentage  of total loans,  distressed  loans held for sale,  and  foreclosed
assets were 1.80  percent at March 31,  2002,  compared to 1.69 percent at March
31, 2001.

LOANS 90 DAYS OR MORE PAST DUE AND STILL ACCRUING

<TABLE>
<CAPTION>


                                                 MARCH 31,       DECEMBER 31,      MARCH 31,
(DOLLARS IN THOUSANDS)                             2001              2001            2002
--------------------------------------------     ---------       ------------      ---------
<S>                                              <C>                <C>            <C>
Commercial, financial and industrial........     $  17,153          $  26,571      $   1,680
Mortgage:
   Residential..............................         3,663              4,854          8,561
   Commercial...............................           256              2,356          1,567
                                                 ---------       ------------      ---------
      Total mortgage........................         3,919              7,210         10,128
Consumer and other..........................         2,614              2,579          1,893
                                                 ---------       ------------      ---------
   Total loans 90 days or more past
    due and still accruing..................     $  23,686          $  36,360      $  13,701
                                                 =========       ============      =========
</TABLE>




QUANTITATIVE  AND  QUALITATIVE  DISCLOSURE  ABOUT INTEREST RATE RISK  MANAGEMENT
(OTHER THAN TRADING)

     THE FOLLOWING INFORMATION ON MARKET RISK ASSOCIATED WITH INTEREST RATE RISK
IS BEING PROVIDED IN ORDER TO EXPAND THE INFORMATION ON THE ASSUMPTIONS  USED IN
OUR SIMULATION  MODELS,  WHICH  QUANTIFY OUR  SENSITIVITY TO CHANGES IN INTEREST
RATES.

     We engage in asset and  liability  management  activities  with the primary
purposes of managing the  sensitivity of net interest income (NII) to changes in
interest rates within limits  established by the Board of Directors  (Board) and
maintaining  a risk  profile  that is  consistent  with  management's  strategic
objectives.


                                       36
<PAGE>

     The  Asset &  Liability  Management  (ALM)  policy  approved  by the  Board
requires  monthly  monitoring  of  interest  rate risk by the Asset &  Liability
Management Committee (ALCO), which is composed of UnionBanCal Corporation senior
executives. As part of the management of our interest rate risk, ALCO may direct
changes  in the  composition  of the  balance  sheet and the  extent to which we
utilize derivative instruments such as interest rate swaps, floors, and caps.

     We use two types of simulation models to quantify the sensitivity of NII to
changes in interest rates: a shock simulation model and a Monte Carlo simulation
model. In both approaches,  NII is adjusted to incorporate the effect of certain
noninterest   expense  items  related  to  demand  deposit   accounts  that  are
nevertheless sensitive to changes in interest rates.

     Our primary  simulation tool involves a shock analysis in which we estimate
the impact that immediate and sustained parallel shifts in the yield curve would
have on NII over a 12-month  horizon.  Under policy  limits  established  by the
Board, the negative change in simulated NII in either up or down 200 basis point
shock scenarios may not exceed 8 percent of NII as measured in the flat rate, or
no change,  scenario.  The  following  table  sets  forth the shock  sensitivity
results in both the up and down 200 basis point  scenarios  as of  December  31,
2001 and March 31, 2002.


                                              DECEMBER 31,      MARCH 31,
(DOLLARS IN MILLIONS)                             2001            2002
-------------------------------------         ------------      ---------
+200 basis points....................           $ 15.0           $ 12.6
as a percentage of mean NII..........             0.99%            0.83%
-200 basis points....................           $(81.1)          $(56.3)
as a percentage of mean NII..........             5.35%            3.72%


     Asset sensitivity, as measured by the shock scenarios, was moderated in the
first quarter of 2002 due in part to a decrease in the impact of  prepayments on
our  mortgage-backed  securities and residential  loan portfolios as measured in
the  downward  shock  scenario.  However,  the  short  duration  nature  of  our
derivative  hedges and fixed income  portfolio  suggest that our risk profile is
likely to become more asset-sensitive in 2003 and 2004.

     With federal  funds and LIBOR rates at the end of the first quarter of 2002
already below two percent,  a downward  shock scenario of 200 basis points would
result in  short-term  rate levels below zero percent.  As a result,  we believe
that a downward  shock scenario of 100 basis points  provides a more  reasonable
measure of asset  sensitivity  in a falling  rate  environment.  As of March 31,
2002,  the  difference  between a flat rate NII and NII after a 100 basis  point
downward shock was ($15.7) million, or (1.0) percent of a flat rate NII.

     In the Monte Carlo simulation analysis,  we randomly sample up to 300 paths
that  short-term  rates could take over the next 12 months and calculate the NII
associated with each path. The result is a probability  distribution of 12-month
NII outcomes.  Earnings-at risk (EaR),  defined as the potential negative change
in NII, is measured at a 97.5%  confidence level and is managed within the limit
established  by the Board's ALM policy at 5 percent of mean NII.  The  following
table summarizes our EaR as a percentage of mean NII as of December 31, 2001 and
March 31, 2002.


                                              DECEMBER 31,      MARCH 31,
(DOLLARS IN MILLIONS)                             2001             2002
--------------------------------------------  ------------      ---------
EaR.........................................      $12.6           $19.0
EaR as a percentage of mean NII.............       0.86%           1.32%


     Management's goal in the NII simulations is to capture the risk embedded in
today's  balance  sheet.  As a result,  asset and  liability  balances  are kept
constant  throughout  the analysis  horizon.  Two  exceptions  are  non-maturity
deposits,  which vary with levels of interest rates  according to  statistically
derived balance equations,  and discretionary derivative hedges and fixed income
portfolios,  which are allowed to run off.


                                       37
<PAGE>


Additional  assumptions  are made to model the future  behavior of deposit rates
and loan  spreads  based on  statistical  analysis,  management's  outlook,  and
historical  experience.  The prepayment  risks related to residential  loans and
mortgage-backed  securities are measured using industry  estimates of prepayment
speeds. The sensitivity of the simulation results to the underlying  assumptions
is  tested  as a  regular  part  of the  risk  measurement  process  by  running
simulations with different assumptions. In addition,  management supplements the
official  risk measures  based on the constant  balance  sheet  assumption  with
volume-based simulations based on forecasted balances.

     A third  measure  that ALCO uses to monitor the  Company's  risk profile is
Economic  Value of Equity (EVE).  EVE is an estimate of the net present value of
the future cash flows associated with all of the Company's  assets,  liabilities
and  derivatives.  EVE-at-Risk is defined as the negative change in the value of
these cash flows  resulting from either a +200 basis point or a--200 basis point
shock scenario.  Although ALCO has identified prototype guidelines for measuring
EVE-at-Risk,  no official  policy  limits have been  established  for EVE by the
Board.  The Company will continue to improve and refine its EVE  methodology  in
2002.

LIQUIDITY

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

     Core deposits  provide us with a sizable  source of  relatively  stable and
low-cost funds. Our average core deposits,  which include demand deposits, money
market demand  accounts,  and savings and consumer time deposits,  combined with
average common shareholders'  equity,  funded 74 percent of average total assets
of $35.1  billion  for the  first  quarter  ended  March 31,  2002.  Most of the
remaining  funding  was  provided  by  short-term  borrowings  in  the  form  of
negotiable  certificates of deposit,  foreign deposits,  federal funds purchased
and securities  sold under  repurchase  agreements,  commercial  paper and other
borrowings. In the fourth quarter of 2001, we issued $200 million in medium-term
notes, the proceeds of which were utilized for general corporate purposes.

     Liquidity  may also be provided  by the sale or  maturity  of assets.  Such
assets  include  interest  bearing  deposits  in banks,  federal  funds sold and
securities  purchased under resale agreements,  and trading account  securities.
The aggregate of these assets  averaged $1.3 billion during the first quarter of
2002.  Additional  liquidity may be provided by investment  securities available
for sale that amounted to $5.4 billion at March 31, 2002 and by loan maturities.


                                       38
<PAGE>


REGULATORY CAPITAL

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

<TABLE>
<CAPTION>

UNIONBANCAL CORPORATION

                                                                                                           MINIMUM
                           MARCH 31,                DECEMBER 31,                  MARCH 31,               REGULATORY
(DOLLARS IN THOUSANDS)       2001                        2001                        2002                 REQUIREMENT
----------------------    -----------               -------------                -----------              -----------
CAPITAL COMPONENTS
<S>                       <C>          <C>          <C>              <C>         <C>          <C>         <C>            <C>
Tier 1 capital......      $ 3,511,151               $   3,661,231                $ 3,729,481
Tier 2 capital......          615,130                     598,812                    601,042
                          -----------               -------------                -----------
Total risk-based
   capital..........      $ 4,126,281               $   4,260,043                $ 4,330,523
                          ===========               =============                ===========
Risk-weighted assets      $33,484,415               $  31,906,438                $32,077,375
                          ===========               =============                ===========
Quarterly average
   assets...........      $34,371,595               $  34,760,203                $35,010,127
                          ===========               =============                ===========

CAPITAL RATIOS              AMOUNT     RATIO             AMOUNT      RATIO         AMOUNT     RATIO          AMOUNT    RATIO
--------------            -----------  -----        -------------    -----       -----------  -----        ----------  -----
Total capital (to
   risk-weighted
   assets)..........      $ 4,126,281  12.32%       $   4,260,043    13.35%      $ 4,330,523  13.50%      >$2,566,190    8.0%
Tier 1 capital (to
   risk-weighted
   assets)..........        3,511,151  10.49            3,661,231    11.47         3,729,481  11.63        >1,283,095    4.0
Leverage(1).........        3,511,151  10.22            3,661,231    10.53         3,729,481  10.65        >1,400,405    4.0
-----------------
<FN>
(1)      Tier 1 capital divided by quarterly average assets (excluding certain intangible assets).
</FN>

</TABLE>

<TABLE>
<CAPTION>

UNION BANK OF CALIFORNIA, N.A.

                                                                                                                        "WELL-
                                                                                                    MINIMUM           CAPITALIZED"
                           MARCH 31,             DECEMBER 31,             MARCH 31,               REGULATORY          REGULATORY
(DOLLARS IN THOUSANDS)       2001                    2001                   2002                 REQUIREMENT          REQUIREMENT
----------------------    -----------           -------------            -----------           ---------------     ----------------
CAPITAL COMPONENTS
<S>                       <C>          <C>      <C>            <C>       <C>          <C>     <C>           <C>   <C>          <C>
Tier 1 capital............$ 3,108,454           $   3,323,096            $ 3,399,757
Tier 2 capital............    509,362                 487,640                489,666
                          -----------           -------------            -----------
Total risk-based capital..$ 3,617,816           $   3,810,736            $ 3,889,423
                          ===========           =============            ===========
Risk-weighted assets......$33,022,371           $  31,271,268            $31,442,559
                          ===========           =============            ===========
Quarterly average assets..$34,402,681           $  34,282,625            $34,514,704
                          ===========           =============            ===========

CAPITAL RATIOS              AMOUNT     RATIO        AMOUNT     RATIO        AMOUNT    RATIO     AMOUNT     RATIO     AMOUNT   RATIO
--------------            -----------  -----    -------------  -----     -----------  -----   -----------  -----   ---------- -----

Total capital (to
   risk-weighted assets)..$ 3,617,816  10.96%   $   3,810,736  12.19%    $ 3,889,423  12.37%  >$2,515,405   8.0%  >$3,144,256  10.0%
Tier 1 capital (to
   risk-weighted assets)..  3,108,454   9.41        3,323,096  10.63       3,399,757  10.81   > 1,257,702   4.0   > 1,886,554   6.0
Leverage(1)...............  3,108,454   9.04        3,323,096   9.69       3,399,757   9.85   > 1,380,588   4.0   > 1,725,735   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
issued by federal banking agencies,  including minimum capital requirements.  We
and Union Bank of  California,  N.A. are required to maintain  minimum ratios of
Total and Tier 1  capital  to  risk-weighted  assets  and of Tier 1  capital  to
quarterly average assets (the leverage ratio).


                                       39
<PAGE>

     Compared  with  December 31, 2001,  our Tier 1 risk-based  capital ratio at
March 31, 2002 increased 16 basis points to 11.63 percent,  our total risk-based
capital ratio increased 15 basis points to 13.50 percent, and our leverage ratio
increased 12 basis points to 10.65 percent.  The increases in the capital ratios
were primarily  attributable to higher shareholder  equity,  partially offset by
higher  risk-weighted  assets.  Shareholder  equity  was  higher  mainly  due to
increased  retained  earnings driven by net income in the first quarter of 2002,
partially offset by higher  unrealized  losses on securities  available for sale
and  on  cash  flow  hedges  as  recognized  in  other   comprehensive   income.
Risk-weighted  assets were higher  mainly due to higher  federal  funds sold and
repurchase  agreements balances mostly related to our success in maintaining our
higher level of deposits.

     As of March 31, 2002,  management believes the capital ratios of Union Bank
of California,  N.A. met all  regulatory  requirements  of a  "well-capitalized"
institution,  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.

CERTAIN BUSINESS RISK FACTORS

     ADVERSE CALIFORNIA ECONOMIC CONDITIONS COULD ADVERSELY AFFECT OUR BUSINESS

     A  substantial  majority  of our  assets  and  deposits  are  generated  in
California.  As a result, poor economic conditions in California may cause us to
incur losses  associated  with higher  default  rates and  decreased  collateral
values  in our loan  portfolio.  In the early  1990's,  the  California  economy
experienced  an economic  recession  that  resulted in increases in the level of
delinquencies  and  losses  for  us and  many  of the  state's  other  financial
institutions.   Economic   conditions  in  California  are  subject  to  various
uncertainties  at this time,  including the long-term  impact of the  California
energy crisis and the decline in the technology  sector. If economic  conditions
in California  continue to decline,  we expect that our level of problem  assets
could increase accordingly.

     ADVERSE  ECONOMIC  FACTORS  AFFECTING  CERTAIN  INDUSTRIES  COULD ADVERSELY
     AFFECT OUR BUSINESS

     We are subject to certain industry-specific  economic factors. For example,
a portion of our total loan portfolio is related to real estate.  Accordingly, a
downturn in the real estate industry in California  could have an adverse effect
on our  operations.  Similarly,  a portion  of our total  loan  portfolio  is to
borrowers in the agricultural  industry.  Adverse weather  conditions,  combined
with low commodity prices,  may adversely affect the agricultural  industry and,
consequently,  may impact our  business  negatively.  In  addition,  auto leases
comprise a portion  of our total  loan  portfolio.  We ceased  originating  auto
leases in April 2001;  however,  continued  deterioration in the used car market
may result in additional  losses on the valuation of auto lease residuals on our
existing  auto  leases.  We  provide  loans to  businesses  in a number of other
industries that may be  particularly  vulnerable to  industry-specific  economic
factors,  including the  communications/media  industry, the retailing industry,
and the technology industry.  Industry-specific risks are beyond our control and
could  adversely  affect our  portfolio  of loans,  potentially  resulting in an
increase in nonperforming loans or charge-offs.

     THE TRAGIC  EVENTS OF SEPTEMBER 11 HAVE  RESULTED IN INCREASED  UNCERTAINTY
     REGARDING THE OUTLOOK FOR ECONOMIC CONDITIONS

     The  terrorist  attacks  on the World  Trade  Center  and the  Pentagon  on
September 11, 2001 have resulted in increased uncertainty regarding the economic
outlook.  Past experience suggests that shocks to American society of far lesser
severity have resulted in a temporary  loss in consumer and business  confidence
and a reduction in the rate of economic  growth.  With the US economy already on
the edge of recession  before the attacks,  a downturn in  California's  economy
remains a distinct  possibility.  It is not possible at this time to project the
economic impact of these events.  However, any deterioration in either the US or
the  California  economy  could  adversely  affect our  financial  condition and
results of operations.


                                       40
<PAGE>

     FLUCTUATIONS IN INTEREST RATES COULD ADVERSELY AFFECT OUR BUSINESS

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

     SHAREHOLDER VOTES ARE CONTROLLED BY THE BANK OF TOKYO-MITSUBISHI, LTD.; OUR
     INTERESTS MAY NOT BE THE SAME AS THE BANK OF TOKYO-MITSUBISHI'S INTERESTS

     The Bank of Tokyo-Mitsubishi, Ltd., a wholly owned subsidiary of Mitsubishi
Tokyo Financial  Group,  Inc., owns a majority (68 percent as of March 31, 2002)
of the  outstanding  shares  of our  common  stock.  As a  result,  The  Bank of
Tokyo-Mitsubishi,  Ltd.  can  elect  all of our  directors  and as a result  can
control the vote on all matters,  including  determinations such as: approval of
mergers or other business combinations; sales of all or substantially all of our
assets;  any matters  submitted to a vote of our  shareholders;  issuance of any
additional  common stock or other equity  securities;  incurrence  of debt other
than in the ordinary  course of business;  the selection and tenure of our Chief
Executive  Officer;  payment of dividends  with respect to common stock or other
equity  securities;  and  matters  that  might  be  favorable  to  The  Bank  of
Tokyo-Mitsubishi, Ltd.

     A majority of our  directors  are not officers or employees of  UnionBanCal
Corporation or any of our affiliates,  including The Bank of Tokyo  -Mitsubishi,
Ltd. However, because of The Bank of Tokyo -Mitsubishi,  Ltd.'s control over the
election of our directors,  The Bank of Tokyo-Mitsubishi,  Ltd. could change the
composition  of our  Board of  Directors  so that  the  Board  would  not have a
majority of outside directors.  The Bank of Tokyo-Mitsubishi,  Ltd.'s ability to
prevent an  unsolicited  bid for us or any other change in control could have an
adverse effect on the market price for our common stock.

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

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

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

     As part of The Bank of  Tokyo-Mitsubishi,  Ltd.'s  normal  risk  management
processes,  The Bank of  Tokyo-Mitsubishi,  Ltd. manages global credit exposures
and  concentrations on an aggregate basis,  including  UnionBanCal  Corporation.
Therefore,  at  certain  levels,  our  ability to approve  certain  credits  and
categories   of   customers   is   subject  to   concurrence   by  The  Bank  of
Tokyo-Mitsubishi,  Ltd. We may wish to


                                       41
<PAGE>

extend  credit to the same  customer as The Bank of  Tokyo-Mitsubishi,  Ltd. Our
ability to do so may be  limited  for  various  reasons,  including  The Bank of
Tokyo-Mitsubishi,  Ltd.'s  aggregate  credit  exposure and  marketing  policies.
Certain   directors'   and  officers'   ownership   interests  in  The  Bank  of
Tokyo-Mitsubishi,  Ltd.'s  common  stock or service as a director  or officer or
other employee of both us and The Bank of Tokyo-Mitsubishi, Ltd. could create or
appear to create  potential  conflicts of interest,  especially since both of us
compete in the US banking industry.

     SUBSTANTIAL  COMPETITION IN THE CALIFORNIA  BANKING MARKET COULD  ADVERSELY
     AFFECT US

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

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

     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
liquidates,   that   subsidiary's   creditors   will  be   entitled  to  receive
distributions from the assets of that subsidiary to satisfy their claims against
it  before  we, as a holder of an equity  interest  in the  subsidiary,  will be
entitled to receive any of the assets of the subsidiary.

     ADVERSE  EFFECTS OF, OR CHANGES IN,  BANKING  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 trend is likely to continue  in the  future.  Laws,
regulations or policies  currently  affecting us and our subsidiaries may change
at any time.  Regulatory  authorities  may also change their  interpretation  of
these  statutes  and  regulations.  Therefore,  our  business  may be  adversely
affected   by  any   future   changes   in  laws,   regulations,   policies   or
interpretations, including legislative and regulatory reactions to the terrorist
attack  on  September   11,  2001,   and  the  Enron   Corporation   bankruptcy.
Additionally,  our  international  activities  may be  subject  to the  laws and
regulations of the jurisdiction where business is being conducted. International
laws,  regulations and policies  affecting us and our subsidiaries may change at
any time and affect our  business  opportunities  and  competitiveness  in these
jurisdictions. Due to The Bank of Tokyo-Mitsubishi, Ltd.'s controlling ownership
of us, laws,  regulations and policies  adopted or enforced by the Government of
Japan may  adversely  affect our  activities  and  investments  and those of our
subsidiaries in the future.  Under  long-standing  policy of the Federal Reserve
Board (FRB), 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.

     Additionally,  our  business  is affected  significantly  by the fiscal and
monetary  policies  of  the  federal   government  and  its  agencies.   We  are
particularly  affected by the policies of the FRB, which regulates the supply of
money and credit in the US. Among the instruments of monetary  policy  available
to  the  FRB  are  (a)  conducting  open  market  operations  in  US  government
securities,  (b)  changing  the  discount  rates  of  borrowings  of  depository
institutions,  (c) imposing or changing  reserve  requirements  against  certain


                                       42
<PAGE>


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 FRB may have a material  effect on our business,  results of
operations and financial condition.

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

     Although The Bank of Tokyo-Mitsubishi, Ltd. has announced it has no plan to
sell its majority ownership in us, The Bank of  Tokyo-Mitsubishi,  Ltd. may sell
shares of our common stock in compliance  with the federal  securities  laws. By
virtue of The Bank of  Tokyo-Mitsubishi,  Ltd.'s current control of us, The Bank
of Tokyo-Mitsubishi, Ltd. could sell large amounts of shares of our common stock
by causing us to file a  registration  statement  that would  allow them to sell
shares more easily. In addition,  The Bank of Tokyo-Mitsubishi,  Ltd. could sell
shares  of our  common  stock  without  registration.  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 shareholder.

     WE MAY NOT BE ABLE TO SUCCESSFULLY IMPLEMENT OUR OPERATING STRATEGIES

     From time to time,  we develop  long-term  financial  performance  goals to
guide and measure the success of our operating strategies.  We cannot assure you
that we will be  successful  in  achieving  these  long-term  goals  or that our
operating  strategies  will be successful.  Achieving  success in these areas is
dependent on a number of factors,  many of which are beyond our direct  control.
Factors that may adversely affect our ability to attain our long-term  financial
performance goals include:

     o    deterioration of our asset quality;

     o    our  inability  to control  noninterest  expense,  including,  but not
          limited to, rising healthcare costs;

     o    our inability to increase noninterest income;

     o    our inability to decrease reliance on asset revenues;

     o    our ability to sustain loan growth;

     o    our ability to find  acquisition  targets at valuation  levels we find
          attractive;

     o    regulatory and other impediments associated with making acquisitions;

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

     o    decreases in net interest margins;

     o    increases in competition;

     o    adverse regulatory or legislative developments; and

     o    unexpected increases in costs related to potential acquisitions.

     RISKS   ASSOCIATED   WITH  POTENTIAL   ACQUISITIONS   OR   DIVESTITURES  OR
     RESTRUCTURING MAY ADVERSELY AFFECT US

     We may seek to acquire or invest in  companies,  technologies,  services or
products that complement our business. There can be no assurance that we will be
successful in completing any such acquisition or investments as this will depend
on the availability of prospective  target companies at valuation levels we find
attractive and the competition  for such  opportunities  from other bidders.  In
addition,  we continue to


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<PAGE>

evaluate the  performance  of all of our  businesses  and business lines and may
sell  a  business  or  business  lines.   Any   acquisitions,   divestitures  or
restructuring  may  result  in  the  potentially  dilutive  issuance  of  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,  financial  condition and results of
operations.  Acquisitions,  divestitures or restructuring could involve numerous
additional  risks including  difficulties  in the  assimilation or separation of
operations,  services,  products and  personnel,  the diversion of  management's
attention from other business concerns,  the disruption of our business, and the
potential  loss of key  employees.  There  can be no  assurance  that we will be
successful in overcoming these or any other significant risks encountered.

ITEM 3. MARKET RISK.

     Our exposure to market risk in the first  quarter of 2002 was  mitigated in
part due to a moderation in asset  sensitivity  resulting  from a decline in the
impact of prepayments on the  mortgage-backed  securities and  residential  loan
portfolios,  and the effectiveness of our overall asset/liability  management. A
complete  explanation  concerning  our market risk exposure is  incorporated  by
reference  from  the  text  under  the  caption  "Quantitative  and  Qualitative
Disclosures  About Market Risk" in the Form 10-K for the year ended December 31,
2001 and by reference to the previous  text in this  document  under the caption
"Quantitative  and  Qualitative  Disclosure  about Interest Rate Risk Management
(Other Than Trading)".













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<PAGE>


                           PART II. OTHER INFORMATION

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

     Set forth below is information  concerning each matter  submitted to a vote
at the Annual Meeting of Shareholders on April 24, 2002 ("Annual Meeting"):

     DIRECTORS:  Each of the following persons was elected as a director to hold
office  until  the  2003  Annual  Meeting  of   Shareholders  or  until  earlier
retirement, resignation or removal.

     NOMINEE                                           FOR             WITHHELD
     --------------------------------------        -----------       -----------
     David R. Andrews......................        150,430,096        1,073,997
     L. Dale Crandall......................        150,947,661          556,431
     Richard D. Farman.....................        150,957,577          546,516
     Stanley F. Farrar.....................        150,584,531          919,562
     Richard C. Hartnack...................        150,802,214          701,879
     Kaoru Hayama..........................        150,974,706          529,387
     Norimichi Kanari......................        150,436,819        1,067,274
     Satoru Kishi..........................        131,886,009       19,618,084
     Monica C. Lozano......................        150,977,266          526,826
     Mary S. Metz..........................        150,472,188        1,031,905
     Raymond E. Miles......................        150,430,635        1,073,458
     J. Fernando Niebla....................        150,929,253          574,840
     Charles R. Rinehart...................        150,967,205          536,888
     Carl W. Robertson.....................        150,905,836          598,257
     Takaharu Saegusa......................        150,905,868          598,224
     Robert M. Walker......................        150,733,082          771,010
     Kenji Yoshizawa.......................        130,799,535       20,704,558


     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:


     FOR:     134,414,703
     AGAINST:  16,837,105
     ABSTAIN:     252,284


     AUDITORS:  Proposal No. 3 to ratify the  selection of Deloitte & Touche LLP
as independent auditors of UnionBanCal Corporation received the following votes:


     FOR:      150,162,375
     AGAINST:    1,290,169
     ABSTAIN:       51,548



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<PAGE>


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

(a) Exhibits:

  NO.                              DESCRIPTION
 -----  ------------------------------------------------------------------------
  3.1   Restated Articles of Incorporation of the Registrant, as amended(1)
  3.2   By-laws of the Registrant, as amended January 27, 1999(2)
 10.1   UnionBanCal Corporation Management Stock Plan. (As restated effective
         June 1, 1997)*(3)
 10.2   Union Bank of California Deferred Compensation Plan. (January 1, 1997,
         Restatement, as amended November 21, 1996)*(4)
 10.3   Union Bank of California Senior Management Bonus Plan. (Effective
         January 1, 2000)*(5)
 10.4   Richard C. Hartnack Employment Agreement. (Effective January 1, 1998)
         *(6)
 10.5   Robert M. Walker Employment Agreement. (Effective January 1, 1998)*(6)
 10.6   Union Bank of California, N.A. Supplemental Executive Retirement Plan.
         (Effective January 1, 1988) (Amended and restated as of January 1,
          1997)*(3)
 10.7   Union Bank Financial Services Reimbursement Program. (Effective January
        1, 1996)*(7)
 10.8   1997 UnionBanCal Corporation Performance Share Plan, as amended. (As
         amended, effective January 1, 2001) *(5)
 10.9   Service Agreement Between Union Bank of California and The Bank of
         Tokyo-Mitsubishi Ltd. (Effective October 1, 1997)*(3)
 10.10  Year 2000 UnionBanCal Corporation Management Stock Plan. (As restated
         effective January 1, 2000)*(8)
 10.11  Union Bank of California, N.A. Supplemental Retirement Plan for Policy
         Making Officers (Effective November 1, 1999)(9)
 10.12  Philip B. Flynn Employment Agreement (Effective September 21, 2000)(10)

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

(1)  Incorporated  by  reference  to Form 10-K for the year ended  December  31,
     1998.

(2)  Incorporated  by  reference  to Form 10-Q for the  quarter  ended March 31,
     1999.

(3)  Incorporated  by  reference  to Form 10-K for the year ended  December  31,
     1997.

(4)  Incorporated  by  reference  to Form 10-K for the year ended  December  31,
     1996.

(5)  Incorporated by reference to Form DEF-14A dated March 28, 2001.

(6)  Incorporated  by reference to Form 10-Q for the quarter ended September 30,
     1998.

(7)  Incorporated by reference to Form 8-K dated April 1, 1996.

(8)  Incorporated by reference to Form 10-Q for the quarter ended June 30, 1999.

(9)  Incorporated by reference to Form 10-Q for the quarter ended June 30, 2000.

(10) Incorporated  by  reference  to Form 10-K for the year ended  December  31,
     2001.

*    Management contract or compensatory plan, contract or arrangement.

(b)  Reports on Form 8-K

We filed a report on  Form-8K  on April  17,  2002 to  report  that  UnionBanCal
Corporation issued a press release concerning earnings for first quarter 2002.


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<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.



                                         UNIONBANCAL CORPORATION
                                              (Registrant)

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


                             By:      /S/ DAVID A. ANDERSON
                                ----------------------------------------------
                                          David A. Anderson
                                    SENIOR VICE PRESIDENT AND CONTROLLER
                                       (Principal Accounting Officer)


                             Dated:  May 14, 2002












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