-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PbfAJYig+ePJPnsC30W+Un0QvC3txJy2IAeS2ZDsjBEXFqqpqnkKln8r/0a8EdLc lfVxzHtzQ3Iqly6EsZGwqw== 0001047469-08-001932.txt : 20080228 0001047469-08-001932.hdr.sgml : 20080228 20080228165548 ACCESSION NUMBER: 0001047469-08-001932 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 20 CONFORMED PERIOD OF REPORT: 20071231 FILED AS OF DATE: 20080228 DATE AS OF CHANGE: 20080228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIONBANCAL CORP CENTRAL INDEX KEY: 0001011659 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 941234979 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15081 FILM NUMBER: 08651399 BUSINESS ADDRESS: STREET 1: 400 CALIFORNIA STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94104-1476 BUSINESS PHONE: 4157652969 MAIL ADDRESS: STREET 1: 400 CALIFORNIA STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94104-1476 10-K 1 a2182928z10-k.htm FORM 10-K
QuickLinks -- Click here to rapidly navigate through this document

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

FORM 10-K

ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2007
	OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from to
	Commission file number 1-15081

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

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

400 California Street
San Francisco, California 94104-1302
(Address and zip code of principal executive offices)

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

Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $1 par value per share
(Title of each class)

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

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ý

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 ý No o

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý

Accelerated filer o

Non-accelerated filer o

Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No ý

As of June 30, 2007, the aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was $2,871,388,273. The aggregate market value was computed by reference to the last sales price of such stock.

As of January 31, 2008, the number of shares outstanding of the registrant's Common Stock was 137,870,612.

DOCUMENTS INCORPORATED BY REFERENCE

Incorporated Document		Location in Form 10-K
Portions of the Proxy Statement for our May 22, 2008 Annual Meeting of Stockholders		Part III

INDEX

		Page
PART I
ITEM 1.	BUSINESS	5
	General	5
	Banking Lines of Business	5
	Employees	5
	Competition	6
	Monetary Policy and Economic Conditions	6
	Supervision and Regulation	7
ITEM 1A.	RISK FACTORS	12
ITEM 1B.	UNRESOLVED STAFF COMMENTS	20
ITEM 2.	PROPERTIES	20
ITEM 3.	LEGAL PROCEEDINGS	21
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	21
ITEM 4A.	EXECUTIVE OFFICERS OF THE REGISTRANT	22
PART II
ITEM 5.	MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	25
ITEM 6.	SELECTED FINANCIAL DATA	26, F-1
ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	26, F-1
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	26, F-37
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	26, F-55
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	26
ITEM 9A.	CONTROLS AND PROCEDURES	26
ITEM 9B.	OTHER INFORMATION	27
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	27
ITEM 11.	EXECUTIVE COMPENSATION	28
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	28
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	28
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	28
PART IV
ITEM 15.	EXHIBITS AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES	28
SIGNATURES		II-1

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report includes forward-looking statements, which include forecasts of our financial results and condition, expectations for our operations and business, and our assumptions for those forecasts and expectations. Do not rely unduly on forward-looking statements. Actual results might differ significantly from our forecasts and expectations. See Part I, Item 1A. "Risk Factors," and the other risks described in this report for factors to be considered when reading any forward-looking statements in this filing.

This document includes forward-looking statements, which are subject to the "safe harbor" created by section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended. We may make forward-looking statements in our Securities and Exchange Commission (SEC) filings, press releases, news articles, conference calls with analysts and stockholders and when we are speaking on behalf of UnionBanCal Corporation. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. Often, they include the words "believe," "expect," "target," "anticipate," "intend," "plan," "seek," "estimate," "potential," "project," or words of similar meaning, or future or conditional verbs such as "will," "would," "should," "could," "might," or "may." These forward-looking statements are intended to provide investors with additional information with which they may assess our future potential. All of these forward-looking statements are based on assumptions about an uncertain future and are based on information available to us at the date of these statements. We do not undertake to update forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made.

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

•: Our business objectives, strategies and initiatives, our organizational structure, the growth of our business and our competitive position
•: Our assessment of significant factors and developments that have affected and may affect our results
•: Pending and recent legal and regulatory actions, and future legislative and regulatory developments, including the effects of changes to the Federal Deposit Insurance Corporation's deposit insurance assessment policies, implementation of the SEC and the Federal Reserve Board's Regulation R and the U.S. implementation of the Basel II Capital Accord
•: Regulatory controls and processes and supervisory, enforcement or other governmental actions currently in effect against us regarding Bank Secrecy Act and anti-money laundering matters, and their impact on our business
•: The costs and effects of legal actions, investigations, regulatory actions, criminal proceedings or similar matters, or adverse facts and developments related thereto
•: Our ability to meet regulatory requirements, including the supervisory, enforcement and governmental actions currently in effect with respect to us
•: Credit quality and provision for credit losses, including the expected need to continue to provide for credit losses due to anticipated loan growth and credit quality trends
•: Our allowances for credit losses, including the conditions we consider in determining the unallocated allowance
•: Our assessment of economic and credit cycles
•: Net interest income
•: The impact of changes in interest rates, including with respect to our net interest margin
•: Loan growth rates, including growth in our residential mortgage loan portfolio

•: Fluctuations in our loan recoveries
•: Deposit pricing pressures and our deposit base, including trends in customers transferring funds from noninterest bearing deposits to interest bearing deposits or other investment alternatives
•: Our relatively high proportion of average noninterest bearing deposits to total deposits compared to most of our peers
•: Our ability and intent to hold various securities
•: The formation of financial subsidiaries
•: Our sensitivity to and management of market risk, including changes in interest rates, and the economic outlook for the U.S. in general and for any particular region of the U.S. including, in particular, California, Oregon and Washington
•: The composition and market sensitivity of our securities portfolios, our trading and hedging strategies and our management of the sensitivity of our balance sheet
•: Tax rates and taxes, including the possible effect of changes in Mitsubishi UFJ Financial Group's taxable profits on our California State tax obligations
•: Critical accounting policies and estimates and the impact of recent accounting pronouncements
•: Our insurance coverage
•: Expected rates of return and projected results
•: Decisions to downsize, sell or close units, dissolve subsidiaries, expand our branch network or otherwise restructure, reorganize or change our business mix and their impact on our business
•: The relationship between our business and that of The Bank of Tokyo-Mitsubishi UFJ, Ltd., and Mitsubishi UFJ Financial Group, Inc. and actions that may or may not be taken by The Bank of Tokyo-Mitsubishi UFJ and Mitsubishi UFJ Financial Group, Inc.
•: Our strategies and expectations regarding capital levels, including with respect to BASEL II capital requirements
•: The impact of strategic investments or other acquisitions on our business and benefits of marketing alliances

There are numerous risks and uncertainties that could and will cause actual results to differ materially from those discussed in our forward-looking statements. Many of these factors are beyond our ability to control or predict and could have a material adverse effect on our stock price, financial condition, and results of operations or prospects. Such risks and uncertainties include, but are not limited to those listed in Part I, Item 1A. "Risk Factors" and Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations."

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

PART I

Item 1. Business

All reports that we file electronically with the Securities and Exchange Commission (SEC), including the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and current reports on Form 8-K, as well as any amendments to those reports, are accessible at no cost on our internet website at www.unionbank.com as soon as reasonably practicable after we electronically file such reports with, or furnish them to, the SEC. These filings are also accessible on the SEC's website at www.sec.gov.

As used in this Form 10-K, the term "UnionBanCal" and terms such as "we," "us" and "our" refer to UnionBanCal Corporation, Union Bank of California, N.A., one or more of their consolidated subsidiaries, or to all of them together.

General

We are a California-based, commercial bank holding company whose major subsidiary, Union Bank of California, N.A., is a commercial bank. Union Bank of California provides a wide range of financial services to consumers, small businesses, middle-market companies and major corporations, primarily in California, Oregon, and Washington, as well as nationally and internationally. At December 31, 2007, The Bank of Tokyo-Mitsubishi UFJ, Ltd., our majority owner, which is a wholly-owned subsidiary of Mitsubishi UFJ Financial Group, Inc., owned approximately 65 percent of our outstanding common stock.

Banking Lines of Business

Our operations are divided into two primary segments, which are described more fully in "Business Segments" of our Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) and in Note 26 to our Consolidated Financial Statements included in this Annual Report.

Retail Banking. Retail Banking offers our customers a broad spectrum of financial products under one convenient umbrella. With a diverse line of checking and savings, investment, loan and fee-based banking products, individual and business clients can have their specific needs met. These products are offered in 330 full-service branches, primarily in California. In addition, Retail Banking offers international and settlement services, e-banking through our website, check cashing services at our Cash & Save® locations and loan and investment products tailored to our high net worth individual customers through our offices of The Private Bank. Institutional customers are offered corporate trust, securities lending and custody (global and domestic) services.

Wholesale Banking. Wholesale Banking offers a variety of commercial financial services, including commercial loans and project financing, real estate financing, asset-based financing, trade finance and letters of credit, lease financing, customized cash management services and selected capital markets products. The Wholesale Banking customers include middle-market companies, large corporations, real estate companies and other more specialized industry customers. In addition, specialized depository services are offered to title and escrow companies, retailers, domestic financial institutions, bankruptcy trustees and other customers with significant deposit volumes. Wholesale Banking also includes a registered broker-dealer and a registered investment advisor, which provide securities brokerage and investment advisory services and manage a proprietary mutual fund family. Our insurance services group offers our customers a variety of cost-effective risk management services and insurance products.

Employees

At January 31, 2008, we had 9,811 full-time equivalent employees.

Competition

Banking is a highly competitive business. We compete actively for loan, deposit, and other financial services business in California, Oregon and Washington, as well as nationally and internationally. Our competitors include a large number of state and national banks, thrift institutions, credit unions, finance companies, mortgage banks and major foreign-affiliated or foreign banks, as well as many financial and nonfinancial firms that offer services similar to those offered by us, including many large securities firms. Some of our competitors are community or regional banks that have strong local market positions. Other competitors include large financial institutions that have substantial capital, technology and marketing resources, which are well in excess of ours. Such large financial institutions may have greater access to capital at a lower cost than us, which may adversely affect our ability to compete effectively. We also experience competition, especially for deposits, from internet-based banking institutions, which have grown rapidly in recent years.

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

Changes in federal law have made it easier for out-of-state banks to enter and compete in the states in which we operate. The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the Riegle-Neal Act), among other things, eliminated substantially all state law barriers to the acquisition of banks by out-of-state bank holding companies. A bank holding company may acquire banks in states other than its home state, without regard to the permissibility of such acquisitions under state law, but subject to any state requirement that the acquired bank has been organized and operating for a minimum period of time (not to exceed five years), and the requirement that the acquiring bank holding company, prior to or following the proposed acquisition, controls no more than 10 percent of the total amount of deposits of the insured depository institutions in the United States and no more than 30 percent of such deposits in that state (or such lesser or greater amount as may be established by state law). The Riegle-Neal Act also permits banks to acquire branches located in another state by purchasing or merging with a bank chartered in that state or a national banking association having its headquarters located in that state.

Banks, securities firms, and insurance companies can now combine as a "financial holding company." Financial holding companies can offer virtually any type of financial service, including banking, securities underwriting, insurance (both agency and underwriting), and merchant banking. Many of our competitors have elected to become financial holding companies. A number of foreign banks have either acquired financial holding companies or obtained financial holding company status in the U.S., further increasing competition in the U.S. market. We are not a financial holding company. A bank holding company may elect to become a financial holding company if all of its subsidiary depository institutions are well-capitalized and well-managed. Under current Federal Reserve Board interpretations, a foreign bank holding company, which controls a subsidiary U.S. bank holding company, such as Mitsubishi UFJ Financial Group, must make the election. In addition, the foreign bank holding company (if it is a bank itself) must be well-capitalized and well-managed in accordance with standards comparable to those required of U.S. banks as determined by the Federal Reserve Board and its U.S. bank subsidiary must have a "satisfactory" or better CRA rating. Mitsubishi UFJ Financial Group is not presently a financial holding company.

We believe that continued emphasis on enhanced services and distribution systems, an expanded customer base, increased productivity and strong credit quality, together with a substantial capital base, will position us to meet the challenges provided by this competition.

Monetary Policy and Economic Conditions

Our earnings and businesses are affected not only by general economic conditions (both domestic and international), but also by the monetary policies of various governmental regulatory authorities of the United States and foreign governments and international agencies. In particular, our earnings and growth may be

affected by actions of the Federal Reserve Board in connection with its implementation of national monetary policy through its open market operations in United States Government securities, control of the discount rate for borrowings by financial institutions and the federal funds rate and establishment of reserve requirements against both member and non-member financial institutions' deposits. These actions have a significant effect on the overall growth and distribution of loans and leases, investments and deposits, as well as on the rates earned on securities, loans and leases or paid on deposits. It is difficult to predict future changes in monetary policies and their effect on our business.

Supervision and Regulation

Overview. Bank holding companies and banks are extensively regulated under both federal and state law. This regulation is intended primarily for the protection of depositors, the deposit insurance fund, and other clients of the institution, and not for the benefit of the investors in the stock or other securities of the bank holding company. Set forth below is a summary description of material laws and regulations that relate to our operation and those of our subsidiaries, including Union Bank of California. This summary description of applicable laws and regulations does not purport to be complete and is qualified in its entirety by reference to such laws and regulations.

Bank Holding Company Act. We, Mitsubishi UFJ Financial Group and The Bank of Tokyo-Mitsubishi UFJ are subject to regulation under the Bank Holding Company Act of 1956, as amended (BHCA), which also subjects us to Federal Reserve Board reporting and examination requirements. Generally, the BHCA restricts our ability to invest in non-banking entities, and we may not acquire more than 5 percent of the voting shares of any domestic bank without the prior approval of the Federal Reserve Board. Our activities are limited, with some exceptions, to banking, the business of managing or controlling banks, and other activities that the Federal Reserve Board deems to be so closely related to banking as to be a proper incident thereto.

Under Federal Reserve Board regulations, a bank holding company is required to serve as a source of financial and managerial strength to its subsidiary banks and may not conduct its operations in an unsafe or unsound manner. Under this policy, the Federal Reserve Board may require a holding company to contribute additional capital to an undercapitalized subsidiary bank.

Comptroller of the Currency. Union Bank of California, as a national banking association, is subject to broad federal regulation and oversight extending to all its operations by the Office of the Comptroller of the Currency, its primary regulator, and also by the Federal Reserve Board and the Federal Deposit Insurance Corporation (FDIC). As part of this authority, Union Bank of California is required to file periodic reports with the Comptroller of the Currency and is subject to ongoing examination by the Comptroller of the Currency.

The Comptroller of the Currency has extensive enforcement authority over all national banks. If, as a result of an examination of a bank, the Comptroller of the Currency determines that the financial condition, capital resources, asset quality, earnings prospects, management, liquidity, or other aspects of the bank's operations are unsatisfactory or that the bank or its management is violating or has violated any law or regulations, various remedies are available to the Comptroller of the Currency. These remedies include the power to enjoin "unsafe or unsound" practices, to require affirmative action to correct any conditions resulting from any violation or practice, to issue an administrative order that can be judicially enforced to direct an increase in capital, to restrict the growth of the bank, to assess civil monetary penalties, to remove officers and directors, and ultimately to terminate the bank's deposit insurance. The Comptroller of the Currency, as well as other federal agencies, have adopted regulations and guidelines establishing safety and soundness standards, including but not limited to such matters as loan underwriting and documentation, internal controls and audit systems, interest rate risk exposure, asset quality and earnings and compensation and other employee benefits.

Other Regulatory Oversight. Our subsidiaries are also subject to extensive regulation, supervision, and examination by various other federal and state regulatory agencies. In addition, Union Bank of California and its subsidiaries are subject to certain restrictions under the Federal Reserve Act and related regulations, including restrictions on affiliate transactions. As a holding company, the principal source of our cash has been

dividends and interest received from Union Bank of California. Dividends payable by Union Bank of California to us are subject to restrictions under a formula imposed by the Comptroller of the Currency unless express approval is given to exceed these limitations. For more information regarding restrictions on loans and dividends by Union Bank of California to its affiliates and on transactions with affiliates, see Notes 20 and 25 to our Consolidated Financial Statements included in this Annual Report.

The Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA) requires federal bank regulatory authorities to take "prompt corrective action" in dealing with inadequately capitalized banks. FDICIA established five tiers of capital measurement ranging from "well-capitalized" to "critically undercapitalized." It is our policy to maintain capital ratios above the minimum regulatory requirements for "well-capitalized" institutions for both Union Bank of California and us. Management believes that, at December 31, 2007, Union Bank of California and we met the requirements for "well-capitalized" institutions.

Deposits of Union Bank of California are insured up to statutory limits by the Federal Deposit Insurance Corporation and, accordingly, are subject to deposit insurance assessments. In February 2006, President Bush signed the Federal Deposit Insurance Reform Act of 2005 and the Federal Deposit Insurance Reform Conforming Amendments Act of 2005 into law. Pursuant to these Acts, the Bank Insurance Fund and the Savings Association Insurance Fund were merged into a new fund, the Deposit Insurance Fund, effective March 31, 2006. These Acts, as implemented by the FDIC, also created a new assessment system designed to more closely tie what banks pay for deposit insurance to the risks they pose and adopted a new base schedule of rates that the FDIC can adjust up or down, depending on the revenue needs of the insurance fund. As a result of this legislation, since January 1, 2007, Union Bank of California has been subject to increased annual assessments on deposits in the amount of approximately 5 basis points. Prior to this change, Union Bank of California was not paying any insurance assessments on deposits under the FDIC's risk-related assessment system. An FDIC credit for prior contributions offset the assessment in 2007.

There are additional requirements and restrictions in the laws of the United States and the states of California, Oregon, and Washington, as well as other states in which Union Bank of California and its subsidiaries may conduct operations. These include restrictions on the levels of lending and the nature and amount of investments, as well as activities as an underwriter of securities, the opening and closing of branches and the acquisition of other financial institutions. The consumer lending and finance activities of Union Bank of California are also subject to extensive regulation under various Federal and state laws. These statutes impose requirements on the making, enforcement and collection of consumer loans and on the types of disclosures that must be made in connection with such loans.

Union Bank of California is also subject to the Community Reinvestment Act (CRA). The CRA generally requires the federal banking agencies to evaluate the record of a financial institution in meeting the needs of local communities, including low- and moderate-income neighborhoods. In addition to substantial penalties and corrective measures that may be required for a violation of certain fair lending laws, the federal banking agencies may take compliance with such laws and the CRA into account when regulating and supervising other activities, and in evaluating whether to approve applications for permission to engage in new activities or for acquisitions of other banks or companies or de novo branching. An unsatisfactory rating may be the basis for denying the application. Based on the most current examination report dated October 17, 2005, Union Bank of California's compliance with CRA was rated "outstanding."

Union Bank of California has branches in Canada and the Cayman Islands. Any international activities of Union Bank of California are also subject to the laws and regulations of the jurisdiction where business is being conducted, which may change from time to time and affect Union Bank of California's business opportunities and competitiveness in these jurisdictions. Furthermore, due to The Bank of Tokyo-Mitsubishi UFJ's controlling ownership of us, regulatory requirements adopted or enforced by the Government of Japan may have an effect on the activities and investments of Union Bank of California and us in the future.

The activities of Union Bank of California subsidiaries, HighMark Capital Management, Inc. and UnionBanc Investment Services LLC are subject to the rules and regulations of the SEC, as well as those of

state securities regulators. UnionBanc Investment Services LLC is also subject to the rules and regulations of the Financial Industry Regulatory Authority (FINRA).

UnionBanc Insurance Services, Inc. is an indirect subsidiary of Union Bank of California and is subject to the rules and regulations of the California Department of Insurance, as well as insurance regulators of other states.

Under Federal Reserve rules, Union Bank of California is affiliated with the HighMark Funds. The HighMark Funds is a registered investment company, subject to the rules and regulations of the SEC.

GLB Act. The Gramm-Leach-Bliley (GLB) Act allows "financial holding companies" to offer banking, insurance, securities and other financial products. Among other things, the GLB Act amended section 4 of the BHCA in order to provide a framework for engaging in new financial activities by bank holding companies. A bank holding company may elect to become a financial holding company if all of its subsidiary depository institutions are well-capitalized and well-managed and have a "satisfactory" or better CRA rating. Under current Federal Reserve Board interpretations, a foreign bank holding company that controls a subsidiary U.S. bank holding company, such as Mitsubishi UFJ Financial Group, must make the election. In addition, the foreign bank holding company (if it is a bank itself) must be well-capitalized and well-managed in accordance with standards comparable to those required of U.S. banks as determined by the Federal Reserve Board and its U.S. bank subsidiary must have a "satisfactory" or better CRA rating. Mitsubishi UFJ Financial Group is not presently a financial holding company.

Under the GLB Act, "financial subsidiaries" of banks may engage in some types of activities beyond those permitted to banks themselves, provided certain conditions are met. Union Bank of California has no plans to seek to form any "financial subsidiaries" at this time.

Broker/Dealer Regulation. Other provisions of the GLB Act amended the Securities Exchange Act of 1934 to eliminate the blanket exemptions for banks from the definitions of "broker" and "dealer" under that Act and replaced this exemption with enumerated permissible bank brokerage and dealer activities. After implementation of these GLB Act provisions, banks are required to register as a broker-dealer to engage in securities brokerage operations beyond the limited bank brokerage activities permitted by the GLB Act. In September 2007, the SEC and the Federal Reserve Board jointly issued final Regulation R, which implements the securities brokerage limitations of the GLB Act. Regulation R also defines certain terms used in the GLB Act and contains additional regulatory exemptions for limited bank brokerage activities. Regulation R delays implementation of the GLB Act brokerage provisions for Union Bank of California until January 2009. Assuming Union Bank of California does not register as a broker, we anticipate the GLB Act and Regulation R will require us to conduct non-exempted securities brokerage activities through our registered broker-dealer, UnionBanc Investment Services, LLC or another registered broker-dealer subsidiary. These laws and regulations will also limit compensation we may pay our bank employees for referrals of brokerage business and limit Union Bank of California's ability to advertise securities brokerage services.

Bank Secrecy Act. The banking industry is now subject to significantly increased regulatory controls and processes regarding the Bank Secrecy Act and anti-money laundering laws. Failure to comply with these additional requirements may adversely affect the ability to obtain regulatory approvals for future initiatives requiring regulatory approval, including acquisitions. Under the USA PATRIOT Act, federal banking regulators must consider the effectiveness of a financial institution's anti-money laundering program prior to approving an application for a merger, acquisition or other activities requiring regulatory approval. For information regarding certain regulatory matters that may adversely affect our ability to expand through acquisitions, see "Regulatory Matters" in MD&A of this Annual Report.

Sarbanes-Oxley Act. On July 30, 2002, in response to various high profile corporate scandals, the United States Congress enacted the Sarbanes-Oxley Act of 2002. The Sarbanes-Oxley Act aims to restore the credibility lost as a result of these scandals by addressing, among other issues, corporate governance, auditing and accounting, executive compensation, and enhanced and timely disclosure of corporate information. The

New York Stock Exchange has adopted, and the SEC has approved, additional corporate governance rules. The new rules are intended to allow stockholders to more easily and effectively monitor the performance of companies and directors.

Among other provisions, Section 302(a) of the Sarbanes-Oxley Act requires that our Chief Executive Officer and Chief Financial Officer certify that our quarterly and annual reports do not contain any untrue statement or omission of a material fact. Specific requirements of the certifications include having these officers confirm that they are responsible for establishing, maintaining and regularly evaluating the effectiveness of our disclosure controls and procedures; they have made certain disclosures to our independent public accounting firm and Audit Committee about our internal controls; and they have included information in our quarterly and annual reports about their evaluation and whether there have been significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to their evaluation.

In addition, Section 404 of the Sarbanes-Oxley Act and the SEC's rules and regulations thereunder require our management to evaluate, with the participation of our principal executive and principal financial officers, the effectiveness, as of the end of each fiscal year, of our internal control over financial reporting. Our management must then provide a report on our internal control over financial reporting that contains, among other things, a statement of their responsibility for establishing and maintaining adequate internal control over financial reporting, and a statement identifying the framework we used to evaluate the effectiveness of our internal control over financial reporting.

In response to these requirements, we have established a Disclosure Committee to monitor compliance with these rules. Membership of the Disclosure Committee is comprised of senior management from throughout our organization whom we believe collectively provide an extensive understanding of our operations. As part of our compliance with Section 302 of the Sarbanes-Oxley Act, we evaluate our internal control process quarterly and we test and assess our internal controls over financial reporting annually, in compliance with Section 404 of the Sarbanes-Oxley Act.

Basel Committee Capital Standards. The Basel Committee on Banking Supervision (BIS) proposed new international capital standards for banking organizations (Basel II) in June 2004, and the new framework is currently being evaluated and implemented by bank supervisory authorities worldwide. Basel II is an effort to update the original international bank capital accord (Basel I), which has been in effect since 1988. Basel II is intended to improve the consistency of capital regulations internationally, make regulatory capital more risk sensitive, and promote enhanced risk-management practices among large, internationally active banking organizations.

In the United States, the federal bank regulatory agencies issued final rules in the fourth quarter of 2007, effective April 1, 2008 (but subject to a one-year parallel-run period and a three-year transition period), that implement new risk-based capital requirements under Basel II for those U.S. banks and bank holding companies that meet the minimum threshold for reporting, although others may "opt in." The new rules require banks and bank holding companies with consolidated assets of $250 billion or more or with consolidated on-balance sheet foreign exposures of $10 billion or more to adopt the new risk-based capital requirements. In addition, in the final rulemaking release for the U.S. implementation of Basel II, the U.S. federal bank regulatory agencies announced that they expect to issue during the first quarter of 2008 a new standardized risk-based capital proposal that would implement a standardized approach for credit risk and an approach for operational risk consistent with Basel II for those U.S. banks and bank holding companies not subject to the new accord. This new proposed approach will be in replacement of the previously proposed Basel IA initiative, which has since been dropped by the U.S. agencies. As described in the agencies' final rulemaking release, compliance with this new standardized risk-based capital framework would be optional.

We do not meet the criteria in the new U.S. rules which would make adoption of the new Basel II rules mandatory. However, Mitsubishi UFJ Financial Group, our indirect majority owner, will be subject to the requirements of the new Basel II under the rules of the Japan Financial Services Agency (JFSA). In addition, the

rules of the JFSA require subsidiaries of Japanese banks and bank holding companies that represent more than 2 percent of the parent's consolidated risk-weighted assets to also comply with Basel II. Because we constitute more than 2 percent of our indirect majority owner's risk-weighted assets, the JFSA requirement will be applicable to us. In order to facilitate the JFSA requirements, we expect to adopt the new Basel II rules as in effect in the U.S., subject to approval by our U.S. bank regulators. Mitsubishi UFJ Financial Group is reimbursing us for expenditures that we are incurring for Basel II projects that we would not have undertaken for our own risk management purposes. At this time the impact on our minimum capital requirements under Basel II is not known.

Customer Information Security. The federal bank regulatory agencies have adopted final guidelines for safeguarding confidential, personal customer information. The guidelines required each financial institution, under the supervision and ongoing oversight of its Board of Directors or an appropriate committee thereof, to create, implement and maintain a comprehensive written information security program designed to ensure the security and confidentiality of customer information, protect against any anticipated threats or hazards to the security or integrity of such information and protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to any customer. Union Bank of California has adopted a customer information security program that has been approved by its Board of Directors.

Privacy. The GLB Act requires financial institutions to implement policies and procedures regarding the disclosure of nonpublic personal information about consumers to non-affiliate third parties. In general, the statute requires explanations to consumers on policies and procedures regarding the disclosure of such nonpublic personal information, and, except as otherwise required by law, prohibits disclosing such information except as provided in the banks' policies and procedures. Union Bank of California implemented a privacy policy effective since the GLB Act became law, pursuant to which all of its existing and new customers are notified of the privacy policies. State laws and regulations designed to protect the privacy and security of customer information apply also to us and our other subsidiaries.

In October 2007, the federal bank regulatory agencies adopted final rules implementing the affiliate marketing provisions of the Fair and Accurate Credit Transactions Act of 2003, which amended the Fair Credit Reporting Act (FCRA). The final rules, which became effective on January 1, 2008, impose a prohibition, subject to certain exceptions, on a financial institution using certain information received from an affiliate to make a solicitation to a consumer unless the consumer is given notice and a reasonable opportunity to opt out of such solicitations, and the consumer does not opt out. The final rules apply to information obtained from the consumer's transactions or account relationships with an affiliate, any application the consumer submitted to an affiliate, and third-party sources, such as credit reports, if the information is to be used to send marketing solicitations. The rules do not supersede or affect a consumer's existing right under other provisions of the FCRA to opt out of the sharing between a financial institution and its affiliates of consumer information other than information relating solely to transactions or experiences between the consumer and the financial institution or its affiliates.

Future Legislation

Future changes in the laws, regulations, or policies that impact Union Bank of California, our other subsidiaries and us cannot be predicted and may have a material effect on our business and earnings. Legislation relating to banking and other financial services has been introduced from time to time in Congress and is likely to be introduced in the future. If enacted, such legislation could significantly change the competitive environment in which we and our subsidiaries operate. We cannot predict whether these or any other proposals will be enacted or the ultimate impact of any such legislation on our competitive situation, financial condition or results of operations.

Financial Information

See our Consolidated Financial Statements starting on page F-55 for financial information about UnionBanCal Corporation and its subsidiaries.

Item 1A. Risk Factors

We are subject to numerous risks and uncertainties, including but not limited to those risks set forth in "Management's Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters" in Item 7 of Part II of this Form 10-K and the following information:

Industry Factors

The U.S. and global economies have experienced a slowing of economic growth, volatility in the financial markets, and significant deterioration in sectors of the U.S. residential real estate markets, all of which present challenges for the banking and financial services industry and for Union Bank of California

Commencing in 2007 and continuing into 2008, certain adverse financial developments have impacted the U.S. and global economies and financial markets and present challenges for the banking and financial services industry and for Union Bank of California. These developments include a general slowing of economic growth both globally and in the U.S. which has prompted the Congress to adopt an economic stimulus bill which President Bush signed into law on February 13, 2008, and which prompted the Federal Reserve Board to decrease its discount rate and the federal funds rate several times in the first quarter of 2008. These developments have contributed to substantial volatility in the equity securities markets, as well as volatility and a tightening of liquidity in the credit markets. In addition, financial and credit conditions in the domestic residential real estate markets have deteriorated significantly, particularly in the subprime sector. These conditions in turn have led to significant deterioration in certain financial markets, particularly the markets for subprime residential mortgage-backed securities and for collateralized debt obligations backed by residential mortgage-backed securities. In addition, these conditions have rendered it more difficult for financial institutions and others to obtain transparent valuations for various portfolio debt securities, especially in the case of collateralized debt obligations backed by residential mortgage-backed securities or other collateral, including corporate obligations, as well as contributing to a widening of credit spreads and a general lack of liquidity in the marketplace, all of which can result in decreases in fair value of portfolio securities of these types. If, notwithstanding the federal government's recent fiscal and monetary measures, the U.S. economy were to go into a recession, this would present additional significant challenges for the U.S. banking and financial services industry and for Union Bank of California. While it is difficult to predict how long these conditions will exist and which markets and businesses of the Bank may be affected, these factors could continue to present risks for some time for the industry and the Bank.

Fluctuations in interest rates on loans could adversely affect our business

Significant increases in market interest rates on loans, or the perception that an increase may occur, could adversely affect both our ability to originate new loans and our ability to grow. Conversely, decreases in interest rates could result in an acceleration of loan prepayments. An increase in market interest rates could also adversely affect the ability of our floating-rate borrowers to meet their higher payment obligations. If this occurred, it could cause an increase in nonperforming assets and charge offs, which could adversely affect our business.

Fluctuations in interest rates on deposits or other funding sources could adversely affect our margin spread

Changes in market interest rates on deposits or other funding sources, including changes in the relationship between short-term and long-term market interest rates or between different interest rate indices, can impact and has impacted our margin spread, that is, the difference between the interest rates we charge on interest earning assets, such as loans, and the interest rates we pay on interest bearing liabilities, such as deposits or other borrowings. This impact could result in a decrease in our interest income relative to interest expense.

Our deposit customers may pursue alternatives to bank deposits or seek higher yielding deposits, causing us to incur increased funding costs

The banking industry and we are facing increasing deposit-pricing pressures. Checking and savings account balances and other forms of deposits can decrease when our deposit customers perceive alternative investments, such as the stock market, other non-depository investments or higher yielding deposits, as providing superior expected returns. Technology and other changes have made it more convenient for bank customers to transfer funds into alternative investments or other deposit accounts, including products offered by other financial institutions or non-bank service providers. Future increases in short-term interest rates could increase such transfers of deposits to higher yielding deposits or other investments either with us or with external providers. Efforts and initiatives we undertake to retain and increase deposits, including deposit pricing, can increase our costs. When bank customers move money out of bank deposits in favor of alternative investments or into higher yielding deposits, we can lose a relatively inexpensive source of funds, increasing our funding cost.

Changes in the premiums payable to the Federal Deposit Insurance Corporation will increase our costs and could adversely affect our business

Deposits of Union Bank of California, are insured up to statutory limits by the Federal Deposit Insurance Corporation (FDIC), and, accordingly, are subjected to deposit insurance assessments to maintain the Deposit Insurance Fund. In November 2006, the FDIC issued a final rule, effective January 1, 2007, that created a new assessment system designed to more closely tie what banks pay for deposit insurance to the risks they pose and adopted a new base schedule of rates that the FDIC can adjust up or down, depending on the revenue needs of the insurance fund. This new assessment system has resulted in annual assessments on deposits of Union Bank of California of approximately 5 basis points. Prior to this change, Union Bank of California was not paying any insurance assessments on deposits under the FDIC's risk-related assessment system. An FDIC credit for prior contributions offset the assessment for 2007. Once the credit is exceeded, which we presently expect to occur in the first half of 2008, the deposit insurance assessments Union Bank of California pays will increase our costs. Any future increases in the deposit insurance assessments Union Bank of California pays would further increase our costs.

The continuing war on terrorism and overseas military conflicts could adversely affect U.S. and global economic conditions

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

Substantial competition could adversely affect us

Banking is a highly competitive business. We compete actively for loan, deposit, and other financial services business in California, Oregon and Washington, as well as nationally and internationally. Our competitors include a large number of state and national banks, thrift institutions, credit unions and major foreign-affiliated or foreign banks, as well as many financial and nonfinancial firms that offer services similar to those offered by us, including many large securities firms. Some of our competitors are community or regional banks that have strong local market positions. Other competitors include large financial institutions that have substantial capital, technology and marketing resources that are well in excess of ours. Such large financial institutions may have greater access to capital at a lower cost than us, which may adversely affect our ability to compete effectively. We also experience competition, especially for deposits, from internet-based banking institutions, which have grown rapidly in recent years.

The effects of, changes in or supervisory enforcement of, banking or other laws and regulations or governmental fiscal or monetary policies could adversely affect us

We are subject to significant federal and state regulation and supervision, which is primarily for the benefit and protection of our customers and the Deposit Insurance Fund and not for the benefit of investors in our stock or other securities. In the past, our business has been materially affected by these regulations. This will likely continue in the future. Laws, regulations or policies, including accounting standards and interpretations, currently affecting us and our subsidiaries may change at any time. Regulatory authorities may also change their interpretation of these statutes and regulations. Therefore, our business may be adversely affected by changes in laws, regulations, policies or interpretations or regulatory approaches to compliance and enforcement, as well as by supervisory action or criminal proceedings taken as a result of noncompliance which could result in the imposition of significant civil money penalties or fines. International laws, regulations and policies affecting us, our subsidiaries and the business we conduct may change at any time and affect our business opportunities and competitiveness in these jurisdictions. Due to The Bank of Tokyo-Mitsubishi UFJ's controlling ownership of us, laws, regulations, policies, fines and other supervisory actions adopted or enforced by the Government of Japan and the Federal Reserve Board may adversely affect our activities and investments and those of our subsidiaries in the future.

We maintain systems and procedures designed to comply with applicable laws and regulations. However, some legal/regulatory frameworks provide for the imposition of criminal or civil penalties (which can be substantial) for noncompliance. In some cases, liability may attach even if the noncompliance was inadvertent or unintentional and even if compliance systems and procedures were in place at the time. There may be other negative consequences from a finding of noncompliance, including restrictions on certain activities and damage to our reputation.

Additionally, our business is affected significantly by the fiscal and monetary policies of the U.S. federal government and its agencies. We are particularly affected by the policies of the Federal Reserve Board, which regulates the supply of money and credit in the U.S. Under long-standing policy of the Federal Reserve Board, a bank holding company is expected to act as a source of financial and managerial strength for its subsidiary banks. As a result of that policy, we may be required to commit financial and other resources to our subsidiary bank in circumstances where we might not otherwise do so. Among the instruments of monetary policy available to the Federal Reserve Board are (a) conducting open market operations in U.S. government securities, (b) changing the discount rates on borrowings by depository institutions and the federal funds rate, and (c) imposing or changing reserve requirements against certain borrowings by banks and their affiliates. These methods are used in varying degrees and combinations to directly affect the availability of bank loans and deposits, as well as the interest rates charged on loans and paid on deposits. The policies of the Federal Reserve Board may have a material effect on our business, prospects, results of operations and financial condition.

Refer to "Supervision and Regulation" in Item 1 and "Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)—Regulatory Matters" in Item 7 of this Form 10-K for discussion of other laws and regulations that may affect our business, and certain pending or threatened regulatory or other governmental matters, including those relating to the Bank Secrecy Act and other anti-money laundering laws and regulations (BSA/AML). Such matters include a Stipulation and Consent to the Issuance of a Consent Order, and a Consent Order to a Civil Money Penalty and to Cease and Desist (the Order) entered into by Union Bank of California with the OCC, an Assessment of Civil Money Penalty by the U.S. Treasury Department's Financial Crimes Enforcement Network (FinCEN), and a Deferred Prosecution Agreement entered into by Union Bank of California with the Department of Justice with respect to BSA/AML matters.

Changes in accounting standards could materially impact our financial statements

From time to time the Financial Accounting Standards Board and the SEC change the financial accounting and reporting standards that govern the preparation of our financial statements. These changes can be very

difficult to predict and can materially impact how we record and report our financial condition and results of operations. In some cases, we could be required to apply a new or revised standard retroactively, resulting in our restating prior period financial statements.

There are an increasing number of non-bank competitors providing financial services

Company Factors

Adverse California economic conditions could adversely affect our business

The State of California currently faces economic and fiscal challenges, the long-term impact of which on the State's economy cannot be predicted with any certainty. A substantial majority of our assets, deposits and fee income are generated in California. As a result, poor economic conditions in California may cause us to incur losses associated with higher default rates and decreased collateral values in our loan portfolio. Economic conditions in California are subject to various uncertainties at this time, including significant deterioration in the residential real estate sector, especially the subprime housing markets, and the California state government's budgetary and fiscal difficulties. The California state government is currently experiencing budget shortfalls which in January 2008 prompted Governor Schwarzenegger to declare a fiscal emergency. This declaration could lead to reduced spending by the State of California and its agencies. It is also possible that the legislature response to the budget crisis could lead to increased state taxes in California. The financial and economic consequences of this situation cannot be predicted with any certainty at this time. If economic conditions in California decline, we expect that our level of problem assets could increase and our prospects for growth could be impaired.

Adverse economic factors affecting certain industries we serve could adversely affect our business

We are subject to certain industry-specific economic factors. For example, a significant and increasing portion of our total loan portfolio is related to residential real estate, especially in California. Increases in residential mortgage loan interest rates could have an adverse effect on our operations by depressing new mortgage loan originations, which in turn could negatively impact our title and escrow deposit levels. Additionally, a further downturn in the residential real estate and housing industries in California could have an adverse effect on our operations and the quality of our real estate loan portfolio. Although we do not engage in subprime or negative amortization lending, effects of recent subprime market challenges, combined with the ongoing deterioration in the U.S. and California real estate markets, could result in further price reductions in single family home prices and a lack of liquidity in refinancing markets. These factors could adversely impact the quality of our residential construction and residential mortgage portfolio in various ways, including by decreasing the value of the collateral for our mortgage loans. These factors could also negatively affect the economy in general and thereby our overall loan portfolio.

We provide financing to businesses in a number of other industries that may be particularly vulnerable to industry-specific economic factors, including the home building industry, the commercial real estate industry, the communications/media industry, the retail industry, the energy industry and the technology industry. The home building industry in California has been especially adversely impacted by the deterioration in residential real estate markets, particularly in the subprime housing sector. Continued increases in fuel prices and energy costs could adversely affect businesses in several of these industries. 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 and a slowing of growth or reduction in our loan portfolio.

Higher credit losses could require us to increase our allowance for credit losses through a charge to earnings

When we loan money or commit to loan money, we incur credit risk, or the risk of losses if our borrowers do not repay their loans. We reserve for credit losses by establishing an allowance through a charge to earnings. The amount of this allowance is based on our assessment of credit losses inherent in our loan portfolio and our unfunded credit commitments. The process for determining the amount of the allowance is critical to our financial results and condition. It requires difficult, subjective and complex judgments about the future impact from current economic conditions that might impair the ability of our borrowers to repay their loans.

We might underestimate the credit losses inherent in our loan portfolio and have credit losses in excess of the amount reserved. Or, we might increase the allowance because of changing economic conditions, which we conclude have caused losses to be sustained in our portfolio. For example, in a rising interest rate environment, borrowers with adjustable rate loans could see their payments increase. In the absence of offsetting factors such as increased economic activity and higher wages, this could reduce borrowers' ability to repay their loans, resulting in our increasing the allowance. Continued increases in fuel and energy costs could also adversely impact some borrowers' ability to repay their loans. We might also increase the allowance because of unexpected events. Any increase in the allowance would result in a charge to earnings.

We are not able to offer all of the financial services and products of a financial holding company

Our stockholder votes are controlled by The Bank of Tokyo-Mitsubishi UFJ; our interests and those of our minority stockholders may not be the same as those of The Bank of Tokyo-Mitsubishi UFJ

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

The Bank of Tokyo-Mitsubishi UFJ's ability to prevent an unsolicited bid for us or any other change in control could also have an adverse effect on the market price for our common stock. A majority of our directors are independent of The Bank of Tokyo-Mitsubishi UFJ and are not officers or employees of UnionBanCal Corporation or any of our affiliates, including The Bank of Tokyo-Mitsubishi UFJ. However, because of The Bank of Tokyo-Mitsubishi UFJ's control over the election of our directors, we could designate ourselves as a "controlled company" under the New York Stock Exchange rules and could change the composition of our Board of Directors so that the Board would not have a majority of independent directors. We have not done so.

Possible future sales of our shares by The Bank of Tokyo-Mitsubishi UFJ could adversely affect the market for our stock

The Bank of Tokyo-Mitsubishi UFJ may sell shares of our common stock. By virtue of The Bank of Tokyo-Mitsubishi UFJ's current control of us, The Bank of Tokyo-Mitsubishi UFJ could sell large amounts of shares of our common stock by causing us to file a registration statement that would allow it to sell shares more easily. In addition, The Bank of Tokyo-Mitsubishi UFJ could sell shares of our common stock without registration under certain circumstances, such as in a private transaction. 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 UFJ sells or transfers shares of our common stock as a block, another person or entity could become our controlling stockholder.

The Bank of Tokyo-Mitsubishi UFJ's and Mitsubishi UFJ Financial Group's financial or regulatory condition could adversely affect our operations

We fund our operations independently of The Bank of Tokyo-Mitsubishi UFJ and Mitsubishi UFJ Financial Group and believe our business is not necessarily closely related to the business or outlook of The Bank of Tokyo-Mitsubishi UFJ or Mitsubishi UFJ Financial Group. However, The Bank of Tokyo-Mitsubishi UFJ's and Mitsubishi UFJ Financial Group's credit ratings may affect our credit ratings.

The Bank of Tokyo-Mitsubishi UFJ and Mitsubishi UFJ Financial Group are also subject to regulatory oversight, review and supervisory action (which can include fines or penalties) by Japanese and U.S. regulatory authorities. Our business operations and expansion plans could be negatively affected by regulatory concerns or supervisory action in the U.S. and in Japan against The Bank of Tokyo-Mitsubishi UFJ or Mitsubishi UFJ Financial Group. For additional information, see "MD&A—Regulatory Matters."

Potential conflicts of interest with The Bank of Tokyo-Mitsubishi UFJ could adversely affect us

The views of The Bank of Tokyo-Mitsubishi UFJ and Mitsubishi UFJ Financial Group regarding possible new businesses, strategies, acquisitions, divestitures or other initiatives, including compliance and risk management processes, may differ from ours. This may delay or hinder us from pursuing individual initiatives or cause us to incur additional costs and subject us to additional oversight.

Also, as part of The Bank of Tokyo-Mitsubishi UFJ's risk management processes, The Bank of Tokyo-Mitsubishi UFJ manages global credit and other types of exposures and concentrations on an aggregate basis, including exposures and concentrations at UnionBanCal. Therefore, at certain levels or in certain circumstances, our ability to approve certain credits or other banking transactions and categories of customers is subject to the concurrence of The Bank of Tokyo-Mitsubishi UFJ. We may wish to extend credit or furnish other banking services to the same customers as The Bank of Tokyo-Mitsubishi UFJ. Our ability to do so may be limited for various reasons, including The Bank of Tokyo-Mitsubishi UFJ's aggregate exposure and marketing policies.

Certain directors' and officers' ownership interests in Mitsubishi UFJ Financial Group's common stock or service as a director or officer or other employee of both us and The Bank of Tokyo-Mitsubishi UFJ could create or appear to create potential conflicts of interest, especially since both we and The Bank of Tokyo-Mitsubishi UFJ compete in U.S. banking markets.

Restrictions on dividends and other distributions could limit amounts payable to us

As a holding company, a substantial portion of our cash flow typically comes from dividends our bank and non-bank subsidiaries pay to us. Various statutory provisions restrict the amount of dividends our subsidiaries can pay to us without regulatory approval. In addition, if any of our subsidiaries were to liquidate, that subsidiary's creditors will be entitled to receive distributions from the assets of that subsidiary to satisfy their

claims against it before we, as a holder of an equity interest in the subsidiary, will be entitled to receive any of the assets of the subsidiary.

Our ability to make acquisitions is subject to regulatory constraints, and risks associated with potential acquisitions or divestitures or restructurings may adversely affect us

Our ability to obtain regulatory approval of acquisitions is constrained while the OCC's Order, described in "MD&A—Regulatory Matters" in this Form 10-K, is in effect. As to matters requiring regulatory approval, when we have successfully addressed the OCC's regulatory concerns, we may seek to acquire or invest in financial and non-financial companies that complement our business.

We may not be successful in completing any acquisition or investment as this will depend on the availability of prospective target opportunities at valuation levels we find attractive and the competition for such opportunities from other parties. In addition, we continue to evaluate the performance of all of our businesses and business lines and may sell or restructure a business or business line. Any acquisitions or restructurings may result in the issuance of potentially dilutive equity securities, significant write-offs, including those related to goodwill and other intangible assets, and/or the incurrence of debt, any of which could have a material adverse effect on our business, results of operations and financial condition. Any divestures may also result in significant write-offs, including those related to goodwill and other intangible assets.

Acquisitions, divestitures or restructurings could involve numerous additional risks including difficulties in obtaining any required regulatory approvals and in the assimilation or separation of operations, services, products and personnel, the diversion of management's attention from other business concerns, higher than expected deposit attrition, divestitures required by regulatory authorities, the disruption of our business, the potential loss of key employees and unexpected contingent liabilities arising from any business we might acquire. We may not be successful in addressing these or any other significant risks encountered in connection with any acquisition, divesture or restructuring we might make.

Privacy restrictions could adversely affect our business

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

We rely on third parties for important products and services

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

Our business could suffer if we fail to attract and retain skilled personnel

Our success depends, in large part, on our ability to attract and retain key personnel, including executives. Any of our current employees, including our senior management, may terminate their employment with us at any time. Competition for qualified personnel in our industry can be intense. We may not be successful in attracting and retaining sufficient qualified personnel. We may also incur increased expenses and be required to divert the attention of other senior executives to recruit replacements for the loss of any key personnel.

Significant legal proceedings could subject us to substantial uninsured liabilities

We are from time to time subject to claims and proceedings related to our present or previous operations. These claims, which could include supervisory or enforcement actions by bank regulatory authorities, or criminal proceedings by prosecutorial authorities, could involve demands for large monetary amounts, including civil money penalties or fines imposed by government authorities, and significant defense costs. To mitigate the cost of some of these claims, we maintain insurance coverage in amounts and with deductibles that we believe are appropriate for our operations. However, our insurance coverage does not cover any civil money penalties or fines imposed by government authorities and may not cover all other claims against us or continue to be available to us at a reasonable cost. As a result, we may be exposed to substantial uninsured liabilities, which could adversely affect our business, prospects, results of operations and financial condition.

Changes in our tax rates could affect our future results

The State of California requires us to file our franchise tax returns as a member of a unitary group that includes Mitsubishi UFJ Financial Group and either all worldwide affiliates or only U.S. affiliates. Our future effective tax rates could be favorably or unfavorably affected by increases or decreases in Mitsubishi UFJ Financial Group's taxable profits, which in turn are affected by changes in the worldwide economy, especially in Japan, and decisions that they may make about the timing of the recognition of credit losses or other matters. We review Mitsubishi UFJ Financial Group's financial information on a quarterly basis in order to determine the rate at which to recognize our California income taxes. However, all of the information relevant to determining the effective California tax rate may not be available until after the end of the period to which the tax relates, primarily due to the difference between our and Mitsubishi UFJ Financial Group's fiscal year-ends. Our effective tax rates could also be affected by changes in the valuation of our deferred tax assets and liabilities, changes in tax laws or their interpretation, by the outcomes of examinations of our income tax returns by the Internal Revenue Service and other tax authorities and with respect to our California state tax liability, by adjustments that may be necessary from time to time to recognize differences in estimated California state tax expense based on MUFG's estimated worldwide income and its actual results.

We are subject to operational risks

We are subject to many types of operational risks throughout our organization. Operational risk is the potential loss from our operations due to factors, such as failures in internal control, systems failures or external events, that do not fall into the market risk or credit risk categories described in "MD&A—Business Segments." Operational risk includes reputational risk, legal and compliance risk, the risk of fraud or theft by employees, customers or outsiders, unauthorized transactions by employees or operational errors, including clerical or record-keeping errors or those resulting from faulty or disabled computer or telecommunications systems. A discussion of risks associated with regulatory compliance appears above under the caption "The effects of, changes in or supervisory enforcement of, banking or other laws and regulations or governmental fiscal or monetary policies could adversely affect us."

We depend on the continued efficacy of our technical systems, operational infrastructure, relationships with third parties and our employees in our day-to-day and ongoing operations. Our dependence upon automated systems to record and process transactions may further increase the risk that technical system flaws or employee tampering or manipulation of those systems will result in losses that are difficult to detect. Failures in our internal control or operational systems could impair our ability to operate our business and result in potential liability to customers, reputational damage and regulatory intervention, any of which could harm our operating results and financial condition.

We may also be subject to disruptions of our operating systems arising from events that are wholly or partially beyond our control, such as computer hacking or viruses or electrical or telecommunications outages, which may give rise to disruption of service to customers and to financial loss or liability. Our business recovery plan may not work as intended or may not prevent significant interruptions of our operations.

Negative public opinion could damage our reputation and adversely impact our business and revenues

As a financial institution, our earnings and capital are subject to risks associated with negative public opinion. Negative public opinion could result from our actual or alleged conduct in any number of activities, including lending practices, the failure of any product or service sold by us to meet our customers' expectations or applicable regulatory requirements, governmental enforcement actions, corporate governance and acquisitions, or from actions taken by regulators and community organizations in response to those activities. We fund our operations independently of The Bank of Tokyo-Mitsubishi UFJ and Mitsubishi UFJ Financial Group and believe our business is not necessarily closely related to the business or outlook of The Bank of Tokyo-Mitsubishi UFJ or Mitsubishi UFJ Financial Group. However, negative public opinion could also result from regulatory concerns regarding, or supervisory or other governmental actions in the U.S. or Japan against, us or Union Bank of California, or The Bank of Tokyo-Mitsubishi UFJ or Mitsubishi UFJ Financial Group. Negative public opinion can adversely affect our ability to keep and attract and/or retain customers and employees and can expose us to litigation and regulatory action. Actual or alleged conduct by one of our businesses can result in negative public opinion about our other businesses. Negative public opinion could also affect our credit ratings, which are important to our access to unsecured wholesale or other borrowings; significant changes in these ratings could change the cost and availability of these sources of funding.

Our framework for managing risks may not be effective in mitigating risk and loss to our company

Our risk management framework is made up of various processes and strategies to manage our risk exposure. Types of risk to which we are subject include liquidity risk, credit risk, market risk, interest rate risk, operational risk, legal risk, compliance risk, reputation risk, fiduciary risk and private equity risk, among others. Our framework to manage risk, including the framework's underlying assumptions, may not be effective under all conditions and circumstances. If our risk management framework proves ineffective, we could suffer unexpected losses and could be materially adversely affected.

Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud

Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is accumulated and communicated to management, and recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Any disclosure controls and procedures or internal controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements due to error or fraud may occur and not be detected.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

At December 31, 2007, we operated 326 full service branches in California, 4 full service branches in Oregon and Washington, and 2 international offices. We own the property occupied by 116 of the domestic offices and lease the remaining properties for periods of five to twenty years.

We own 2 administrative facilities in San Francisco, 2 in Los Angeles, and 3 in San Diego. Other administrative offices in Arizona, California, Illinois, Nevada, New York, Oregon, Virginia, Texas and Washington operate under leases expiring in one to twenty-six years.

Rental expense for branches and administrative premises is described in Note 6 to our Consolidated Financial Statements included in this Annual Report.

Item 3. Legal Proceedings

UnionBanCal Corporation and Union Bank of California have been named, along with 54 other parties, as defendants in an action filed by DataTreasury Corporation in the United States District Court for the Eastern District of Texas on February 24, 2006. Plaintiff alleges that defendants are "making, using, selling, offering for sale, and/or importing in or into the United States, directly, contributory and/or by inducement, without authority, products and services" that are asserted to fall within the scope of the claims of United States Patents Nos. 5,910,988, 6,032,137, 5,265,007 and 5,717,868, which are collectively addressed to various aspects of check processing, including remote data capture, electronic imaging, central processing and storage. Plaintiff seeks unspecified damages and injunctive relief against infringement. We intend to continue to vigorously defend against the claims asserted in this legal action.

For information relating to the Bank Secrecy Act and other anti-money laundering laws and regulations (BSA/AML) matters, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters" in this Form 10-K.

We are subject to various other pending and threatened legal actions that arise in the normal course of business. We maintain reserves for losses from legal actions that are both probable and estimable. In addition, we believe the disposition of all claims currently pending will not have a material adverse effect on our consolidated financial condition, operating results or liquidity.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 4A. Executive Officers of the Registrant

The following information pertains to our executive officers as of December 31, 2007:

Executive Officer	Age	Principal Occupation For the Past Five Years
Masaaki Tanaka	54	Mr. Tanaka has served as President and Chief Executive Officer of UnionBanCal and Union Bank of California since May 2007. Mr. Tanaka served as Executive Officer and General Manager, Corporate Planning Division of The Bank of Tokyo-Mitsubishi UFJ from January 2006 until April 2007, during which time he also served as Executive Officer and Co-General Manager, Corporate Planning Division of Mitsubishi UFJ Financial Group. From May 2004 to December 2005, Mr. Tanaka served as General Manager of Corporate Business Development for The Bank of Tokyo-Mitsubishi UFJ, during which time he also served, prior to July 2004, as General Manager of Corporate Banking Division No. 2 of Corporate Banking Group No. 1, and, beginning in July 2004, as General Manager of Corporate Banking Division No. 3 of the Corporate Banking Group. Mr. Tanaka was appointed Executive Officer of The Bank of Tokyo-Mitsubishi UFJ in June 2004 and Managing Executive Officer in May 2007. From April 2001 to May 2004, he served as General Manager, Corporate Planning Division of the Mitsubishi Tokyo Financial Group and from May 2000 to April 2001, he served as General Manager, Integrated Planning Office of The Bank of Tokyo-Mitsubishi. Mr. Tanaka has been a Director of UnionBanCal and Union Bank of California since May 2007.
Philip B. Flynn	50	Mr. Flynn has served as Vice Chairman and Chief Operating Officer of UnionBanCal and Union Bank of California since March 2005. He served as Vice Chairman and head of the Commercial Financial Services Group from April 2004 to March 2005, as Executive Vice President and Chief Credit Officer from September 2000 to April 2004, and as Executive Vice President and head of Specialized Lending from May 2000 to September 2000. Mr. Flynn has been a Director of UnionBanCal and Union Bank of California since April 2004.
David I. Matson	63	Mr. Matson has served as Vice Chairman and Chief Financial Officer of UnionBanCal and Union Bank of California since March 2005 and served as Executive Vice President and Chief Financial Officer from July 1998 to March 2005.

Masashi Oka	52	Mr. Oka has served as Vice Chairman and Chief Risk Officer of UnionBanCal and Union Bank of California since August 2007. He served as Vice Chairman, Administration and Support, from July 2005 until August 2007. Beginning in 1998, Mr. Oka held the following positions with The Bank of Tokyo-Mitsubishi UFJ: Chief Manager, Corporate Banking Division No. 2 until April 2001; General Manager, Syndications Office, Structured Finance Division until October 2002, General Manager, Global Syndications Office, Debt Finance Division until June 2004, and General Manager & Global Head, Syndicated Finance Division until May 2005. From April 2005 until June 2005, Mr. Oka was Chairman of the Japan Syndication and Loan-Trading Association. Mr. Oka has been an Executive Officer of The Bank of Tokyo-Mitsubishi UFJ since June 2005. Mr. Oka has been a Director of UnionBanCal and Union Bank of California since October 2005.
Grant K. Ahearn	51	Mr. Ahearn has served as Senior Executive Vice President and head of Specialized Financial Services of UnionBanCal and Union Bank of California since January 2008. He served as Executive Vice President and head of Specialized Financial Services from October 2007 to January 2008, and as head of the Energy Capital Services and Equipment Leasing departments from January 2001 to September 2007.
JoAnn M. Bourne	52	Ms. Bourne has served as Senior Executive Vice President and head of Commercial Deposits and Treasury Management of UnionBanCal and Union Bank of California since January 2008. She served as Executive Vice President and head of Commercial Deposits and Treasury Management from April 2003 to January 2008. She served as head of Commercial Banking from January 2002 to April 2003, and managed the Commercial Deposit Services Division from June 1997 to January 2002.
Bruce H. Cabral	52	Mr. Cabral has served as Senior Executive Vice President and Chief Credit Officer of UnionBanCal and Union Bank of California since January 2008. He served as Executive Vice President and Chief Credit Officer from April 2004 to January 2008, and as Deputy Chief Credit Officer from November 2002 until April 2004. Prior to this position, Mr. Cabral was a Senior Credit Officer responsible for Real Estate Lending and National Banking.
John C. Erickson	46	Mr. Erickson has served as Senior Executive Vice President and Deputy Chief Risk Officer of UnionBanCal and Union Bank of California since January 2008. He served as Executive Vice President and Deputy Chief Risk Officer from September 2007 to January 2008. He served as head of Commercial Banking and Wealth Management from May 2006 to September 2007, as head of Commercial Banking from April 2003 to April 2006, as head of the National Banking and Communications, Media and Entertainment Divisions from April 2001 to April 2003 and as Senior Vice President, Corporate Capital Markets, from April 1996 to April 2001.

Paul E. Fearer	64	Mr. Fearer has served as Senior Executive Vice President and Human Resources Director of UnionBanCal and Union Bank of California since January 2008. He served as Executive Vice President and Human Resources Director from April 1996 to January 2008.
Steven L. Glaser	59	Mr. Glaser has served as Senior Executive Vice President and head of Retail Banking of UnionBanCal and Union Bank of California since January 2008. He served as Executive Vice President and head of Retail Banking from May 2006 to January 2008, and as head of the Consumer Asset Management Division from April 1997 to September 2006.
John H. McGuckin, Jr.	61	Mr. McGuckin has served as Senior Executive Vice President, General Counsel and Secretary of UnionBanCal and Union Bank of California since January 2008. He served as Executive Vice President, General Counsel and Secretary from September 2000 to January 2008. He served as Executive Vice President and General Counsel of UnionBanCal from January 1998 to September 2000, and served as Executive Vice President and General Counsel of Union Bank of California from April 1996 until September 2000.
J. Michael Stedman	42	Mr. Stedman has served as Senior Executive Vice President and as head of Real Estate Industries of UnionBanCal and Union Bank of California since January 2008. He served as Executive Vice President and head of Real Estate Industries from November 2006 to January 2008. He served as Senior Vice President and Senior Credit Officer for Real Estate from February 2003 to November 2006, and as Senior Vice President and Real Estate Loan Center Manager from April 1999 to February 2003.
Johannes H. Worsoe	40	Mr. Worsoe has served as Senior Executive Vice President and head of Global Markets of UnionBanCal and Union Bank of California since January 2008. He served as Executive Vice President and head of Global Markets from July 2005 to January 2008. He served as Senior Vice President and Manager of Global Markets from January 2004 to July 2005, and as Senior Vice President and Manager of Global Markets Trading and Sales from February 2001 to January 2004.
James Yee	54	Mr. Yee has served as Senior Executive Vice President and Chief Information Officer of UnionBanCal and Union Bank of California since January 2008. He served as Executive Vice President and Chief Information Officer from May 2005 to January 2008. Prior to joining UnionBanCal, he served as Senior Vice President, Information Technology, for Charles Schwab & Company from April 2004 to April 2005 and Senior Vice President and Chief Information Officer of Pacific Exchange, Inc. from April 2000 to March 2003.

The term of office of an executive officer extends until the officer resigns, is removed, retires, or is otherwise disqualified for service. There are no family relationships among the executive officers.

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is traded on the New York Stock Exchange under the symbol UB. As of January 31, 2008, our common stock was held by 3,070 stockholders of record. At December 31, 2007, The Bank of Tokyo-Mitsubishi UFJ, Ltd. held approximately 65 percent of our common stock. During 2006 and 2007, the average daily trading volume of our common stock was 365,725 shares and 426,884 shares, respectively. At December 31, 2005, 2006 and 2007, our common stock closed at $68.72 per share, $61.25 per share and $48.91 per share, respectively. The following table presents stock quotations for each quarterly period for the two years ended December 31, 2006 and 2007.

	2006				2007
	High		Low		High		Low
First quarter	$	70.37	$	65.65	$	65.03	$	59.01
Second quarter		71.75		62.63		64.00		59.01
Third quarter		65.64		58.46		61.09		52.19
Fourth quarter		62.99		56.26		60.48		47.18

The following table presents quarterly per share cash dividends declared for 2006 and 2007.

	2006		2007
First quarter	$	0.41	$	0.47
Second quarter		0.47		0.52
Third quarter		0.47		0.52
Fourth quarter		0.47		0.52

On January 23, 2008, our Board of Directors approved a quarterly common stock dividend of $0.52 per share for the first quarter of 2008. Future dividends will depend upon our earnings, financial condition, capital requirements and other factors our Board of Directors may deem relevant.

We offer a dividend reinvestment and stock purchase plan that allows stockholders to reinvest dividends in our common stock at market price. The Bank of Tokyo-Mitsubishi UFJ did not participate in the plan during 2006 and 2007. For further information about this plan, see Note 15 to our Consolidated Financial Statements included in this Annual Report.

Our ability to declare and pay dividends is affected by certain regulatory restrictions. See Note 20 to our Consolidated Financial Statements included in this Annual Report.

The following table presents repurchases by us of our equity securities during the fourth quarter 2007.

Period	Total Number of Shares Purchased⁽¹⁾	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs
October 2007 (October 1-22, 2007)	1,954	$	59.63	—	$	561,946,030
November 2007 (November 1-30, 2007)	798,973	$	51.52	784,000	$	520,779,358
December 2007 (December 1-18, 2007)	174,025	$	52.55	145,000	$	511,635,131	⁽²⁾

Total	974,952	$	51.72	929,000

⁽¹⁾: Includes 1,954 shares, 14,973 shares and 29,025 shares of common stock repurchased during October, November and December 2007, respectively, from employees for required personal income tax withholdings on the vesting of restricted stock issued under the Year 2000 UnionBanCal Corporation Management Stock Plan.
⁽²⁾: In the fourth quarter of 2007, UnionBanCal Corporation used $50.4 million from the $500 million repurchase program announced on April 26, 2006.

Item 6. Selected Financial Data

See page F-1 of this Annual Report.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

See pages F-1 through F-53 of this Annual Report.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

See pages F-37 through F-41 of this Annual Report.

Item 8. Financial Statements and Supplementary Data

See pages F-55 through F-127 of this Annual Report.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Disclosure Controls. Our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer) have concluded that the design and operation of our disclosure controls and procedures are effective as of December 31, 2007. This conclusion is based on an evaluation conducted under the supervision and with the participation of management. Disclosure controls and procedures are those controls and procedures which ensure that information required to be disclosed in this filing is accumulated and communicated to management and is recorded, processed, summarized and reported in a timely manner and in accordance with Securities and Exchange Commission rules and regulations.

Internal Controls Over Financial Reporting. Management's Report on Internal Control Over Financial Reporting regarding the effectiveness of internal controls over financial reporting is presented on page F-127. The Report of Independent Registered Public Accounting Firm is presented on page F-126. During the quarter ended December 31, 2007, there were no changes in our internal controls over financial reporting that materially affected, or are reasonably likely to affect, our internal controls over financial reporting.

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Reference is made to the information contained in the section entitled "Election of Directors—Nominees" of the Proxy Statement for our May 22, 2008 Annual Meeting of Stockholders for incorporation by reference of information concerning directors and persons nominated to become directors of UnionBanCal Corporation. See "Executive Officers of the Registrant" on pages 22 - 24 of this Annual Report for information regarding executive officers.

Information concerning Section 16(a) beneficial ownership reporting compliance is incorporated by reference from the text under the caption "Section 16(a) Beneficial Ownership Reporting Compliance" in the Proxy Statement for our May 22, 2008 Annual Meeting of Stockholders.

Corporate Governance

UnionBanCal has a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The members of the Audit Committee are Michael J. Gillfillan (Chair), David R. Andrews, L. Dale Crandall, Murray H. Dashe, Mary S. Metz and Dean A. Yoost, all of whom are independent under the New York Stock Exchange Corporate Governance Rules. Of these Audit Committee members, Mr. Crandall is an audit committee financial expert as determined by the Board within the applicable definition of the Securities and Exchange Commission.

We have adopted the following:

•: A Code of Ethics applicable to senior financial officers, including our Chief Executive Officer, Chief Financial Officer and Controller;
•: Business Standards for Ethical Conduct, which is a code of ethics and conduct applicable to all officers and employees;
•: A Code of Ethics applicable to directors of UnionBanCal and Union Bank of California;
•: Corporate Governance Guidelines to promote the effective functioning of the activities of the UnionBanCal Board of Directors and to promote a common set of expectations as to how the Board, its Committees, individual directors and management should perform their functions; and
•: Charters for the Committees of the Board, including the Audit Committee, Corporate Governance Committee and Executive Compensation & Benefits Committee.

A copy of each of these committee charters, Codes of Ethics, Business Standards for Ethical Conduct and Corporate Governance Guidelines is posted on our website, or is available, without charge, upon the written request of any stockholder directed to the Secretary of UnionBanCal Corporation, 400 California Street, San Francisco, California 94104-1302. We intend to disclose promptly any amendment to, or waiver from any provision of, the Code of Ethics applicable to senior financial officers, and any waiver from any provision of the Code of Ethics applicable to directors or the Business Standards for Ethical Conduct applicable to executive officers, on our website. Our website address is www.unionbank.com.

Item 11. Executive Compensation

Information concerning executive compensation is incorporated by reference from the text under the captions "Executive Compensation" (provided that the section entitled, "Executive Compensation & Benefits Committee Report" shall be furnished by this reference and shall not be deemed filed or incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934) and "Director Compensation" in the Proxy Statement for our May 22, 2008 Annual Meeting of Stockholders. Additional information regarding our directors is incorporated by reference from the text under the caption "Compensation Committee Interlocks and Insider Participation" in the Proxy Statement for our May 22, 2008 Annual Meeting of Stockholders.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information concerning ownership of the equity stock of UnionBanCal by certain beneficial owners and management is incorporated by reference from the text under the captions "Principal Stockholders" and "Security Ownership by Management" in the Proxy Statement for our May 22, 2008 Annual Meeting of Stockholders.

Information concerning our equity plans as of December 31, 2007, is incorporated by reference from the text under the caption "Equity Compensation Plan Information" in the Proxy Statement for our May 22, 2008 Annual Meeting of Stockholders.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Information concerning certain relationships and related transactions with officers, directors, and The Bank of Tokyo-Mitsubishi UFJ is incorporated by reference from the text under the caption "Transactions with Related Persons" in the Proxy Statement for our May 22, 2008 Annual Meeting of Stockholders. Information concerning independence of directors is incorporated by reference from the text under the caption "Election of Directors—Director Independence" in the Proxy Statement for our May 22, 2008 Annual Meeting of Stockholders.

Item 14. Principal Accountant Fees and Services

Reference is made to the information contained in the section entitled "Ratification of Selection of Independent Registered Public Accounting Firm—Audit Fees" and "—Pre-approval of Services by Deloitte & Touche LLP" in the Proxy Statement for our May 22, 2008 Annual Meeting of Stockholders for incorporation by reference of information concerning principal accounting fees and services.

PART IV

Item 15. Exhibits and Consolidated Financial Statement Schedules

(a)(1) Financial Statements

Our Consolidated Financial Statements, Management's Report on Internal Control Over Financial Reporting, and the Report of Independent Registered Public Accounting Firm are set forth on pages F-55 through F-127. (See index on page F-54).

(a)(2) Financial Statement Schedules

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

(a)(3) Exhibits

No.		Description
3.1		Restated Certificate of Incorporation of the Registrant⁽¹⁾
3.2		Bylaws of the Registrant⁽¹⁾
4.1		Trust Indenture between UnionBanCal Corporation and J.P. Morgan Trust Company, National Association, as Trustee, dated December 8, 2003⁽²⁾
4.2		The Registrant agrees to furnish upon request to the Commission a copy of each instrument defining the rights of holders of long-term debt of the Registrant.
10.1		UnionBanCal Corporation Management Stock Plan*⁽³⁾
10.2		Union Bank of California, N.A. Deferred Compensation Plan*⁽³⁵⁾
10.3		Union Bank of California, N.A. Senior Executive Bonus Plan*⁽⁴⁾
10.4		Union Bank of California, N.A Senior Management Bonus Plan*⁽⁵⁾
10.5		Union Bank of California, N.A. Supplemental Executive Retirement Plan for Policy Making Officers*⁽³⁵⁾
10.6		Bank of California Executive Supplemental Benefits Plan (Restated as of January 1, 1990)*⁽⁶⁾
10.7		Executive Supplemental Benefit Plan (effective February 1, 1986) and example Amendment to Benefit Agreement and Waiver (Effective January 1, 1990)*⁽⁷⁾
10.8		Union Bank Financial Services Reimbursement Program*⁽⁸⁾
10.9		UnionBanCal Corporation Performance Share Plan*⁽⁹⁾
10.10		Amended and Restated 1997 UnionBanCal Corporation Performance Share Plan*⁽¹⁰⁾
10.11		Amendment to Amended and Restated 1997 UnionBanCal Corporation Performance Share Plan*⁽³⁵⁾
10.12		Forms of Performance Share Agreement under the 1997 UnionBanCal Corporation Performance Share Plan*⁽¹¹⁾
10.13		2008 Form of Performance Share Agreement under the 1997 UnionBanCal Corporation Performance Share Plan*⁽³⁵⁾
10.14		Form of Terms and Conditions of Performance Share Plan Stock Unit Deferral Elections*⁽¹²⁾
10.15		2008 Form of Terms and Conditions of Performance Share Plan Stock Unit Deferral Elections*⁽³⁵⁾
10.16		Service Agreement Between Union Bank of California, N.A. and The Bank of Tokyo-Mitsubishi, Ltd. dated October 1, 1997*⁽¹³⁾
10.17		Year 2000 UnionBanCal Corporation Management Stock Plan*⁽¹⁴⁾
10.18		Form of 2006 Nonqualified Stock Option Agreement under the Year 2000 UnionBanCal Corporation Management Stock Plan*⁽¹⁵⁾
10.19		Form of 2005 Nonqualified Stock Option Agreement under the Year 2000 UnionBanCal Corporation Management Stock Plan*⁽¹⁶⁾
10.20		Form of 2004 Nonqualified Stock Option Agreement under the Year 2000 UnionBanCal Corporation Management Stock Plan*⁽¹⁷⁾
10.21		Form of 2006 Restricted Stock Agreement under the Year 2000 UnionBanCal Corporation Management Stock Plan*⁽¹⁸⁾

10.22		Form of Restricted Stock Agreement under the Year 2000 UnionBanCal Corporation Management Stock Plan*⁽¹⁹⁾
10.23		Forms of 2006 Restricted Stock Unit Agreement for Non-Employee Directors under the Year 2000 UnionBanCal Corporation Management Stock Plan*⁽²⁰⁾
10.24		Forms of 2007 Restricted Stock Unit Agreements for Non-Employee Directors under the Year 2000 UnionBanCal Corporation Management Stock Plan.*⁽²¹⁾
10.25		Amendment to 2007 Restricted Stock Unit Agreements for Non-Employee Directors under the Year 2000 UnionBanCal Corporation Management Stock Plan*⁽²²⁾
10.26		Forms of Restricted Stock Unit Agreement for Non-Employee Directors under the Year 2000 UnionBanCal Corporation Management Stock Plan*⁽²³⁾
10.27		Form of 2004 Nonqualified Stock Option Agreement for Non-Employee Directors under the Year 2000 UnionBanCal Corporation Management Stock Plan*⁽²⁴⁾
10.28		Terms and Conditions Applicable to Non-Employee Director Stock Unit Awards under the Year 2000 UnionBanCal Corporation Management Stock Plan*⁽³⁵⁾
10.29		Forms of Restricted Stock Agreement for Non-Employee Directors under the Year 2000 UnionBanCal Corporation Management Stock Plan*⁽²⁵⁾
10.30		Form of Change-of-Control Agreement, dated as of May 1, 2003, between UnionBanCal Corporation and each of the policy-making officers of UnionBanCal Corporation*⁽²⁶⁾
10.31		Form of Amendment, effective as of January 1, 2005, to Change-of-Control Agreement, between UnionBanCal Corporation and each of the policy-making officers of UnionBanCal Corporation*⁽³⁵⁾
10.32		Union Bank of California, N.A. Separation Pay Plan*⁽³⁵⁾
10.33		Philip B. Flynn Employment Agreement (effective April 1, 2004)*⁽²⁷⁾
10.34		Philip B. Flynn Amendment of Employment Agreement (effective May 1, 2005)*⁽²⁸⁾
10.35		Philip B. Flynn Amendment to Executive Agreement (effective January 1, 2005)*⁽³⁵⁾
10.36		David I. Matson Employment Agreement (effective January 1, 1998)*⁽²⁹⁾
10.37		David I. Matson Amendment of Employment Agreement (effective May 1, 2005)*⁽³⁰⁾
10.38		David I. Matson Amendment to Executive Agreement (effective January 1, 2005)*⁽³⁵⁾
10.39		Written Descriptions of Compensation Arrangements for UnionBanCal Non-Employee Directors*⁽³¹⁾
10.40		Written Description of Compensation Arrangements for Union Bank of California, N.A. Non-Employee Directors*⁽³²⁾
10.41		Repurchase Agreement between UnionBanCal Corporation and The Bank of Tokyo Mitsubishi, Ltd., dated as of February 23, 2005⁽³³⁾
10.42		Purchase and Assumption Agreement by and among Union Bank of California, N.A., Union Bank of California International, and Union Bank of California Servicos LTDA. and Wachovia Bank, N.A. dated September 21, 2005⁽³⁴⁾
12.1		Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividend Requirements⁽³⁵⁾
21.1		Subsidiaries of the Registrant⁽³⁵⁾
23.1		Consent of Deloitte & Touche LLP⁽³⁵⁾
24.1		Power of Attorney⁽³⁵⁾

24.2		Resolution of Board of Directors⁽³⁵⁾
31.1		Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002⁽³⁵⁾
31.2		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002⁽³⁵⁾
32.1		Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002⁽³⁵⁾
32.2		Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002⁽³⁵⁾

⁽¹⁾: Incorporated by reference to the exhibit of the same number to the UnionBanCal Corporation Quarterly Report on Form 10-Q for the quarter ended September 30, 2003 (SEC File No. 001-15081).
⁽²⁾: Incorporated by reference to Exhibit 99.1 to the UnionBanCal Corporation Current Report on Form 8-K dated December 8, 2003 (SEC File No. 001-15081).
⁽³⁾: Incorporated by reference to the exhibit of the same number to the UnionBanCal Corporation Annual Report on Form 10-K for the year ended December 31, 1997 (SEC File No. 000-28118).
⁽⁴⁾: Incorporated by reference to Appendix B to the UnionBanCal Corporation Definitive Proxy Statement on Schedule 14A filed on March 23, 2006 (SEC File No. 001-15081).
⁽⁵⁾: Incorporated by reference to Exhibit C to the UnionBanCal Corporation Definitive Proxy Statement on Schedule 14A filed on March 27, 2001 (SEC File No. 001-15081).
⁽⁶⁾: Incorporated by reference to Exhibit 10.8 to the UnionBanCal Corporation Annual Report on Form 10-K for the year ended December 31, 1996 (SEC File No. 000-28118).
⁽⁷⁾: Incorporated by reference to Exhibit 10.11 to the UnionBanCal Corporation Current Report on Form 8-K dated April 1, 1996 (SEC File No. 000-28118).
⁽⁸⁾: Incorporated by reference to Exhibit 10.14 to the UnionBanCal Corporation Current Report on Form 8-K dated April 1, 1996 (SEC File No. 000-28118).
⁽⁹⁾: Incorporated by reference to Appendix B to the UnionBanCal Corporation Definitive Proxy Statement on Schedule 14A filed on March 26, 2004 (SEC File No. 001-15081).
⁽¹⁰⁾: Incorporated by reference to Appendix A to the UnionBanCal Corporation Definitive Proxy Statement on Schedule 14A filed on March 23, 2006 (SEC File No. 001-15081).
⁽¹¹⁾: Incorporated by reference to (i) Exhibit 10.2 to the UnionBanCal Corporation Current Report on Form 8-K dated March 22, 2005 and (ii) Exhibit 10.1 to the UnionBanCal Corporation Current Report on Form 8-K dated March 24, 2006 (SEC File No. 001-15081).
⁽¹²⁾: Incorporated by reference to Exhibit 10.11 to the UnionBanCal Corporation Annual Report on Form 10-K for the year ended December 31, 2006 (SEC File No. 000-15081).
⁽¹³⁾: Incorporated by reference to Exhibit 10.10 to the UnionBanCal Corporation Annual Report on Form 10-K for the year ended December 31, 1997 (SEC File No. 000-28118).
⁽¹⁴⁾: Incorporated by reference to Appendix A to the UnionBanCal Corporation Definitive Proxy Statement on Schedule 14A filed on March 25, 2005 (SEC File No. 001-15081).
⁽¹⁵⁾: Incorporated by reference to Exhibit 10.1 to the UnionBanCal Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 (SEC File No. 001-15081).
⁽¹⁶⁾: Incorporated by reference to Exhibit 10.4 to the UnionBanCal Corporation Current Report on Form 8-K dated March 22, 2005 (SEC File No. 001-15081).

⁽¹⁷⁾: Incorporated by reference to Exhibit 10.3 to the UnionBanCal Corporation Current Report on Form 8-K dated March 22, 2005 (SEC File No. 001-15081).
⁽¹⁸⁾: Incorporated by reference to Exhibit 10.3 to the UnionBanCal Corporation Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 (SEC File No. 001-15081).
⁽¹⁹⁾: Incorporated by reference to Exhibit 10.3 to the UnionBanCal Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 (SEC File No. 001-15081).
⁽²⁰⁾: Incorporated by reference to Exhibit 10.1 to the UnionBanCal Corporation Current Report on Form 8-K dated July 1, 2006 (SEC File No. 001-15081).
⁽²¹⁾: Incorporated by reference to Exhibit 10.1 to the UnionBanCal Corporation Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 (SEC File No. 001-15081).
⁽²²⁾: Incorporated by reference to Exhibit 10.1 to the UnionBanCal Corporation Quarterly Report on Form 10-Q for the quarter ended September 30, 2007 (SEC File No. 001-15081).
⁽²³⁾: Incorporated by reference to Exhibit 10.2 to the UnionBanCal Corporation Quarterly Report on Form 10-Q for the quarter ended September 30, 2007 (SEC File No. 001-15081).
⁽²⁴⁾: Incorporated by reference to Exhibit 10.5 to the UnionBanCal Corporation Current Report on Form 8-K dated March 22, 2005 (SEC File No. 001-15081).
⁽²⁵⁾: Incorporated by reference to Exhibit 10.14 to the UnionBanCal Corporation Annual Report on Form 10-K for the year ended December 31, 2005 (SEC File No. 001-15081).
⁽²⁶⁾: Incorporated by reference to Exhibit 10.1 to the UnionBanCal Corporation Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 (SEC File No. 001-15081).
⁽²⁷⁾: Incorporated by reference to Exhibit 10.1 to the UnionBanCal Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2004 (SEC File No. 001-15081).
⁽²⁸⁾: Incorporated by reference to Exhibit 10.1 to the UnionBanCal Corporation Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 (SEC File No. 001-15081).
⁽²⁹⁾: Incorporated by reference to Exhibit 10.13 to the UnionBanCal Corporation Annual Report on Form 10-K for the year ended December 31, 2002 (SEC File No. 001-15081).
⁽³⁰⁾: Incorporated by reference to Exhibit 10.2 to the UnionBanCal Corporation Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 (SEC File No. 001-15081).
⁽³¹⁾: Incorporated by reference to (i) Exhibit 10.1 to the UnionBanCal Corporation Current Report on Form 8-K dated July 27, 2005 (SEC File No. 001-15081) and (ii) Item 1 of the UnionBanCal Corporation Current Report on Form 8-K dated October 26, 2005 (SEC File No. 001-15081).
⁽³²⁾: Incorporated by reference to Exhibit 10.1 to the UnionBanCal Corporation Current Report on Form 8-K dated December 7, 2005 (SEC File No. 001-15081).
⁽³³⁾: Incorporated by reference to Exhibit 10.25 to the UnionBanCal Corporation Annual Report on Form 10-K for the year ended December 31, 2005 (SEC File No. 001-15081).
⁽³⁴⁾: Incorporated by reference to Exhibit 10.1 to the UnionBanCal Corporation Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 (SEC File No. 001-15081).
⁽³⁵⁾: Provided herewith.
*: Management contract or compensatory plan, contract or arrangement.

UnionBanCal Corporation and Subsidiaries

Management's Discussion and Analysis of Financial Condition
and Results of Operations

Selected Financial Data

			As of and for the Years Ended December 31,
(Dollars in thousands, except per share data)			As of and for the Years Ended December 31,
(Dollars in thousands, except per share data)			2003			2004			2005			2006			2007
Results of operations:
	Net interest income⁽¹⁾		$	1,550,095		$	1,627,104		$	1,839,926		$	1,839,743		$	1,727,924
	(Reversal of) provision for loan losses⁽²⁾			58,999			(58,232	)		(50,683	)		(5,000	)		81,000
	Noninterest income			689,059			879,005			759,617			830,943			868,302
	Noninterest expense⁽²⁾			1,356,705			1,453,348			1,552,083			1,637,849			1,643,405

	Income from continuing operations before income taxes⁽¹⁾			823,450			1,110,993			1,098,143			1,037,837			871,821
	Taxable-equivalent adjustment			2,553			3,745			4,352			6,401			9,272
	Income tax expense			270,134			398,234			359,074			270,121			292,683

	Income from continuing operations			550,763			709,014			734,717			761,315			569,866
	Income (loss) from discontinued operations, net of taxes			36,376			23,520			128,216			(8,319	)		38,228

	Net income		$	587,139		$	732,534		$	862,933		$	752,996		$	608,094

Per common share:
	Basic earnings:
		From continuing operations	$	3.70		$	4.80		$	5.06		$	5.38		$	4.14
		Net income		3.94			4.96			5.95			5.32			4.42
	Diluted earnings:
		From continuing operations		3.66			4.72			4.97			5.30			4.10
		Net income		3.90			4.87			5.84			5.24			4.37
	Dividends⁽³⁾			1.21			1.39			1.59			1.82			2.03
	Book value (end of period)			25.66			28.93			31.62			32.86			34.37
	Common shares outstanding (end of period)⁽⁴⁾			145,758,156			148,359,918			144,207,072			139,107,254			137,836,068
	Weighted average common shares outstanding (basic)⁽⁴⁾⁽⁵⁾			148,917,249			147,767,238			145,109,058			141,620,081			137,617,100
	Weighted average common shares outstanding (diluted)⁽⁴⁾⁽⁵⁾			150,645,193			150,302,831			147,791,565			143,754,865			139,052,436
Balance sheet (end of period):
	Total assets⁽⁶⁾		$	42,498,467		$	48,098,021		$	49,416,002		$	52,619,576		$	55,727,748
	Total loans			24,375,156			29,109,415			33,095,595			36,671,723			41,204,188
	Nonperforming assets			286,050			149,855			61,645			42,365			56,525
	Total deposits			33,947,806			38,548,005			39,949,257			41,850,682			42,680,191
	Medium- and long-term debt			820,448			816,113			801,095			1,318,847			1,913,622
	Stockholders' equity			3,740,436			4,292,244			4,559,700			4,571,401			4,737,981
Balance sheet (period average)⁽⁷⁾:
	Total assets		$	38,568,092		$	43,137,540		$	47,593,697		$	49,979,342		$	53,588,623
	Total loans			24,927,797			26,047,578			31,452,606			35,704,129			39,424,327
	Earning assets			34,925,332			39,026,894			42,796,688			45,080,843			48,968,930
	Total deposits			32,016,157			35,932,380			39,393,393			40,000,434			42,185,536
	Stockholders' equity			3,831,032			4,050,202			4,280,085			4,574,185			4,603,022
Financial ratios⁽⁷⁾:
	Return on average assets:
		From continuing operations		1.43	%		1.64	%		1.54	%		1.52	%		1.06	%
		Net income		1.52			1.70			1.81			1.51			1.13
	Return on average stockholders' equity:
		From continuing operations		14.38			17.51			17.17			16.64			12.38
		Net income		15.33			18.09			20.16			16.46			13.21
	Efficiency ratio⁽⁸⁾			59.98			57.45			59.77			62.09			62.95
	Net interest margin⁽¹⁾			4.44			4.17			4.30			4.08			3.53
	Dividend payout ratio			32.70			28.96			31.42			33.83			49.03
	Tangible common equity ratio			8.20			7.96			8.31			7.85			7.73
	Tier 1 risk-based capital ratio⁽⁶⁾			11.31			9.71			9.17			8.68			8.30
	Total risk-based capital ratio⁽⁶⁾			14.14			12.17			11.10			11.71			11.21
	Leverage ratio⁽⁶⁾			9.03			8.09			8.39			8.44			8.27
	Allowance for loan losses to:⁽⁹⁾
		Total loans		1.90			1.37			1.06			0.90			0.98
		Nonaccrual loans		165.15			279.97			596.91			792.32			722.64
	Allowances for credit losses to:⁽¹⁰⁾
		Total loans		2.19			1.65			1.32			1.12			1.20
		Nonaccrual loans		190.08			337.74			743.58			987.06			884.80
	Net loans charged off (recovered) to average total loans			0.64			0.09			(0.01	)		0.04			0.03
	Nonperforming assets to total loans, distressed loans held for sale, and foreclosed assets			1.17			0.51			0.19			0.12			0.14
	Nonperforming assets to total assets⁽⁶⁾			0.67			0.31			0.12			0.08			0.10

⁽¹⁾: Amounts are on a taxable-equivalent basis using the federal statutory tax rate of 35 percent.
⁽²⁾: For 2003 and 2004, we reclassified the provision for off-balance sheet commitment losses of $13.8 and $12.5 million, respectively, between (reversal of) provision for loan losses and noninterest expense.
⁽³⁾: Dividends per share reflect dividends declared on UnionBanCal Corporation's common stock outstanding as of the declaration date.
⁽⁴⁾: Common shares outstanding reflect common shares issued less treasury shares.
⁽⁵⁾: At December 31, 2006 and 2007, weighted average common shares outstanding (basic) excludes nonvested restricted shares but includes the impact of those shares in the calculation of diluted shares. The impact of this change on previous periods was not material.
⁽⁶⁾: End of period total assets and assets used to calculate all regulatory capital ratios include those of discontinued operations.
⁽⁷⁾: Period average balances and average balances used to calculate our financial ratios are based on continuing operations data only, unless otherwise indicated.
⁽⁸⁾: The efficiency ratio is noninterest expense, excluding foreclosed asset expense (income) and the (reversal) of provision for losses on off-balance sheet commitments, as a percentage of net interest income (taxable-equivalent basis) and noninterest income and is calculated for continuing operations only.
⁽⁹⁾: The allowance for loan losses ratios are calculated using the allowance for loan losses against end of period total loans or total nonperforming loans, as appropriate. These ratios relate to continuing operations only.
⁽¹⁰⁾: The allowance for credit losses ratios are calculated using the sum of the allowances for loan losses and for losses on off-balance sheet commitments against end of period total loans or total nonperforming loans, as appropriate. These ratios relate to continuing operations only.
nm: = not meaningful

F-1

This report includes forward-looking statements, which include forecasts of our financial results and condition, expectations for our operations and business, and our assumptions for those forecasts and expectations. Do not rely unduly on forward-looking statements. Actual results might differ significantly from our forecasts and expectations. Please refer to Part I, Item 1A "Risk Factors" for a discussion of some factors that may cause results to differ.

You should read the following discussion and analysis of our consolidated financial position and results of our operations for the years ended December 31, 2005, 2006 and 2007 together with our Consolidated Financial Statements and the Notes to Consolidated Financial Statements included in this Annual Report. Averages, as presented in the following tables, are substantially all based upon daily average balances.

As used in this Annual Report, the term "UnionBanCal" and terms such as "we," "us" and "our" refer to UnionBanCal Corporation, Union Bank of California, N.A., one or more of their consolidated subsidiaries, or to all of them together.

Introduction

We are a California-based, commercial bank holding company whose major subsidiary, Union Bank of California (the Bank), is a commercial bank. We had consolidated assets of $56 billion at December 31, 2007. At December 31, 2007, The Bank of Tokyo-Mitsubishi UFJ, Ltd., our majority owner, owned approximately 65 percent of our outstanding common stock.

Executive Overview

We are providing you with an overview of what we believe are the most significant factors and developments that impacted our 2007 results and that could impact our future results. We ask that you carefully read this entire document and any other reports that we refer to in this Annual Report for more detailed information that will assist your understanding of trends, events and uncertainties that impact us.

The turbulent overall market conditions in 2007 impacted us and the entire banking industry. However, unlike many of our competitors, our residential loan portfolio has been underwritten with relatively low loan-to-value ratios and high FICO scores. Despite the challenging market, our overall credit quality remained strong and we generated positive organic loan growth.

In 2007, we sold our retirement recordkeeping business for $103 million and recorded a pre-tax gain of $94.7 million. For further information, see "Discontinued Operations" below. Our decision to exit the retirement recordkeeping business was based on our lack of scale in this rapidly consolidating industry.

In 2007, our average total loans grew 10 percent to $39.4 billion. This growth was primarily concentrated in our commercial and residential mortgage lending areas. We expect that the growth rate in residential mortgage loans will decline with the slowdown in the housing market.

During 2007, we provided $90 million for our allowance for credit losses compared with a reversal of $10 million in 2006. The increase is primarily due to an increase in the reserves attributable to the homebuilder segment. The higher reserves reflect negative risk grade trends in the homebuilder portfolio and weakening operating conditions in the homebuilding industry. Despite the increase in the allowance for credit losses to reflect these changes, there were no net chargeoffs in the homebuilder portfolio and only one nonaccrual loan at year end 2007.

Asset quality for the remainder of the loan portfolio was strong at December 31, 2007. Our nonperforming assets totaled $42 million and $57 million at December 31, 2006 and 2007, respectively. As our credit portfolio continues to grow, we believe that our consistently responsible lending and monitoring practices will position us to outperform the industry with respect to credit quality.

F-2

At December 31, 2006 and 2007, our allowances for credit losses as a percent of total loans was 1.12 percent and 1.20 percent, respectively. At December 31, 2006 and 2007, our allowances for credit losses as a percent of nonaccrual loans was 987 percent and 885 percent, respectively.

Contrasting our strong loan growth and continued good credit quality, our average noninterest bearing deposits declined 16 percent to $14.2 billion in 2007 as a result of our customers transferring their balances from noninterest bearing to interest bearing deposits or other investments. In addition, the average all-in-cost of funds rose from 1.93 percent in 2006 to 2.68 percent in 2007. However, we believe that despite the deposit shift we experienced in 2006 and 2007, our relatively high percentage of average noninterest bearing deposits to average total deposits continues to provide us with a funding advantage compared to most of our peers.

In 2007, our net interest income declined 6 percent to $1.7 billion, primarily due to a deposit mix shift from noninterest bearing and low-cost deposits into higher-cost deposits. This decline was partially offset by our strong loan growth and higher yields on earning assets.

In 2007, our noninterest income grew 5 percent to $868 million, primarily due to higher gains on the sale and distribution of private capital investments, trust and investment management fees related to growth in trust assets, and trading account income. These increases were partially offset by a decline in insurance commissions and service charges on deposit accounts, which stemmed from lower account analysis fees and lower overdraft fees.

In 2007, our noninterest expense of $1.6 billion was flat as compared to 2006. Higher costs related to our provision for credit losses on off-balance sheet commitments, higher legal expense relating to our proportionate share of Visa litigation charges (for further information, refer to Note 24 to these consolidated financial statements), lower foreclosed asset income and a civil money penalty (see discussion below) were offset by lower outside services expenses related to the payment of vendor bills and intangible asset amortization.

In the third quarter of 2007, we made a $10 million payment for a civil money penalty, as part of the order entered into with the Office of the Comptroller of the Currency (OCC) and the assessment by the Financial Crimes Enforcement Network (FinCEN) of the U.S. Treasury Department, related to compliance with Bank Secrecy Act and other anti-money laundering laws and regulations (BSA/AML). In addition, we entered into a Deferred Prosecution Agreement with the Department of Justice (DOJ) relating to past violations of BSA/AML that occurred in the Bank's now discontinued international banking business. As part of this agreement, we paid $21.6 million to the DOJ in the third quarter of 2007. For additional information, see "Regulatory Matters" in this Annual Report.

Our effective tax rate on continuing operations increased to 34 percent in 2007 from 26 percent in 2006. The lower rate in 2006 was primarily due to reductions in California tax expense from a refund of California franchise taxes of $72.8 million, net of federal tax, which we received in December 2006.

During 2007, we returned a significant amount of capital to our stockholders in the form of dividends and common stock repurchases. We declared $281 million in dividends and we repurchased $138 million of our common stock in 2007. As of December 31, 2007, we had $512 million remaining under our current board authorization for the repurchase of our common stock.

Discontinued Operations

Our discontinued operations consist of two separate businesses, retirement recordkeeping services and international correspondent banking. During the third quarter 2005, we committed to a plan to exit our international correspondent banking business and entered into a definitive agreement to sell this business to Wachovia Bank, N.A. This business consisted of international payment and trade processing along with the related lending activities. The transaction closed on October 6, 2005 and we received $245 million. In 2005 and 2006, we recorded a pre-tax gain of $228.8 million and $4.0 million, respectively.

F-3

In November 2007, we entered into an agreement to sell our retirement recordkeeping business for $103.0 million to Prudential Retirement, a subsidiary of Prudential Financial, Inc. The transaction closed in December 2007, and we recorded a pre-tax gain of $94.7 million. The pre-tax gain reflects transaction costs of $2.1 million and the elimination of intangible assets of $6.2 million, which includes goodwill of $4.8 million attributed to this business. The retirement recordkeeping business was previously included in the Retail Banking reportable business segment.

Both transactions have been accounted for as discontinued operations and all prior periods, except where specifically mentioned, have been restated to reflect this accounting treatment. All of the assets and liabilities of the discontinued operations have been separately identified on our consolidated balance sheet and the assets are shown at the lower of cost or fair value less costs to dispose. The average net assets or liabilities of our discontinued operations are reflected in our analysis of net interest margin. For the detailed components of our assets and liabilities from discontinued operations, see Note 2 to our Consolidated Financial Statements included in this Annual Report.

International Correspondent Banking Business (ICBB) Discontinued Operations

In the third quarter of 2007, we entered into a Deferred Prosecution Agreement with the DOJ relating to past violations of BSA/AML that occurred in the Bank's now discontinued international banking business. As part of this agreement, we paid the DOJ $21.6 million in the third quarter of 2007. The $21.6 million payment and related legal and other outside services costs were recorded in the discontinued operations of our international banking business. For additional information, refer to "Regulatory Matters" in this Annual Report.

The results of the international correspondent banking business included in our net income for the years ended December 31, 2005, 2006 and 2007, consisted of the following:

	For the Years Ended December 31,
(Dollars in thousands)	For the Years Ended December 31,
(Dollars in thousands)	2005		2006			2007
Net interest income	$	20,252	$	871		$	—
Provision for loan losses		6,683		—			—
Noninterest income		298,725		13,110			—
Noninterest expense		106,712		31,038			23,244

Income (loss) from ICBB discontinued operations before income taxes		205,582		(17,057	)		(23,244	)
Income tax expense (benefit)		73,289		(6,310	)		(582	)

Income (loss) from ICBB discontinued operations	$	132,293	$	(10,747	)	$	(22,662	)

Net interest income for the years ended 2005 and 2006 included the allocation of interest expense from continuing operations of approximately $15.5 million and $1.8 million, respectively. Interest expense allocated to discontinued operations was calculated based on average net assets and the corresponding cost of funds rate equivalent to the average federal funds purchased rate for the period.

Noninterest income for the years ended December 31, 2005 and 2006 included gains on the sale of the business of $228.8 million and $4.0 million, respectively. Noninterest expense for the year ended December 31, 2005 included $32.8 million of compliance related expenses, $22.0 million of severance expense and $3.0 million of impairment of software in development. Noninterest expense for the year ended December 31, 2006 included $8.7 million of compliance related expenses and $2.4 million of expenses related to the termination of lease contracts. Noninterest expense for the year ended December 31, 2007 included the $21.6 million paid to the DOJ and related legal and other outside services costs of $1.6 million. The income tax benefit of $0.6 million for the year ended December 31, 2007 reflects the nondeductibility of the $21.6 million payment to the DOJ.

F-4

Retirement Recordkeeping Business (RRB) Discontinued Operations

The results of the retirement recordkeeping business included in our net income for the years ended December 31, 2005, 2006 and 2007, consisted of the following:

	For the Years Ended December 31,
(Dollars in thousands)	For the Years Ended December 31,
(Dollars in thousands)	2005			2006		2007
Net interest income	$	3,540		$	4,813	$	4,703
Noninterest income		45,170			47,556		142,892
Noninterest expense		55,163			48,439		52,429

Income (loss) from RRB discontinued operations before income taxes		(6,453	)		3,930		95,166
Income tax expense (benefit)		(2,376	)		1,502		34,276

Income (loss) from RRB discontinued operations	$	(4,077	)	$	2,428	$	60,890

Net interest income for the years ended December 31, 2005, 2006 and 2007 included the allocation of interest income from continuing operations of $3.9 million, $5.2 million and $5.1 million, respectively. The interest income allocation was calculated based on the RRB's average net liabilities and the corresponding cost of funds rate equivalent to the federal funds purchased rate for the period. Noninterest income for the years ended December 31, 2005, 2006 and 2007 included trust fees of $45.1 million, $47.5 million and $48.2 million, respectively. For the year ended December 31, 2007, noninterest income also included the pre-tax gain of $94.7 million from the RRB sale and noninterest expense included an $8.7 million charge for severance and retention expenses.

The remaining discussion of our financial results is based on results from continuing operations, unless otherwise stated.

Critical Accounting Estimates

General

UnionBanCal's consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP) and the general practices of the banking industry. The financial information contained within our statements is, to a significant extent, financial information that is based on approximate measures of the financial effects of transactions and events that have already occurred. A variety of factors could affect the ultimate value that is obtained either when earning income, recognizing an expense, recovering an asset or relieving a liability. In many instances, we use a discount factor to determine the present value of assets and liabilities. A change in the discount factor could increase or decrease the values of those assets and liabilities and such a change would result in either a beneficial or adverse impact to our financial results. We use historical loss factors, adjusted for current conditions, to determine the inherent loss that may be present in our loan and lease portfolio. Actual losses could differ significantly from the loss factors that we use. Other significant estimates that we use are employee turnover, discount rates and expected rates of return on plan assets to determine our pension costs, residual values in our leasing portfolio, fair value of our derivatives and securities, expected useful lives of our depreciable assets and assumptions regarding our effective income tax rates. We enter into derivative contracts to accommodate our customers and for our own risk management purposes. The derivative contracts are generally energy, foreign exchange, interest rate swap and option contracts, although we could enter into other types of derivative contracts. We record these contracts at fair value, using either readily available, market quoted prices or from information that can be extrapolated to approximate a market price. We are subject to US GAAP that may change from one previously acceptable method to another method. Although the economics of our transactions would be the same, the timing of an accounting event impacting our transactions could change.

F-5

Our most significant estimates are approved by our Chief Executive Officer (CEO) Forum, which is comprised of our most senior officers. For each financial reporting period, a review of these estimates is presented to and discussed with the Audit Committee of our Board of Directors.

All of our significant accounting policies are identified in Note 1 to our Consolidated Financial Statements included in this Annual Report. The following describes our most critical accounting policies and our basis for estimating the allowances for credit losses, pension obligations, income taxes and asset impairment.

Allowances for Credit Losses

The allowances for credit losses, which consist of the allowances for loan and off-balance sheet commitment losses, are estimates of the losses that may be sustained in our loan and lease portfolio as well as for certain off-balance sheet commitments such as unfunded commitments, commercial letters of credit, and financial guarantees. The allowances are based on two principles of accounting: (1) Statement of Financial Accounting Standards (SFAS) No. 5, "Accounting for Contingencies," which requires that losses be accrued when they are probable of occurring and estimable; and (2) SFAS No. 114, "Accounting by Creditors for Impairment of a Loan" and SFAS No. 118, "Accounting by Creditors for Impairment of a Loan—Income Recognition and Disclosures," which require that losses be accrued based on the differences between the value of collateral, present value of future cash flows or values that are observable in the secondary market and the loan balance.

Our allowances for credit losses have four components: the formula allowance, the specific allowance, the unallocated allowance and the allowance for off-balance sheet commitments, which is included in other liabilities. Each of these components is determined based upon estimates that can and do change when the actual events occur. The formula allowance uses a model based, in part, on historical losses as an indicator of future losses and, as a result, could differ from the losses incurred in the future. This history is updated quarterly to include data that makes the historical data more relevant. Moreover, management adjusts the historical loss estimates for conditions that more accurately capture probable losses inherent in the portfolio. The specific allowance uses various techniques to arrive at an estimate of loss. Historical loss information, discounted cash flows, fair market value of collateral and secondary market information are all used to estimate those losses. The use of these values is inherently subjective and our actual losses could be greater or less than the estimates. The unallocated allowance captures losses that are attributable to various economic events, as well as to industry or geographic sectors whose impact on the portfolio have occurred but have yet to be recognized in either the formula or specific allowances. Our allowance for off-balance sheet commitments is measured in approximately the same manner as the allowance for our loans but includes an estimate of likely utilization based upon historical data. At December 31, 2007, our allowance for loan losses was $403 million and our allowance for off-balance sheet commitments was $90 million, based upon our assessment of the probability of loss. For further information regarding our allowance for loan losses, see "Allowances for Credit Losses" in this Annual Report.

Pension Obligations

Our pension obligations and related assets of our defined retirement benefit plan are presented in Note 9 to our Consolidated Financial Statements included in this Annual Report. Plan assets, which consist primarily of marketable equity and debt instruments, are valued using market quotations. Plan obligations and the annual benefit expense are determined by management utilizing actuarially based data and key assumptions. Key assumptions in measuring the plan obligations and determining the pension benefit expense are the discount rate, the rate of compensation increases, and the estimated future return on plan assets. Our discount rate is calculated using a yield curve based on Aa3 or better rated bonds. This yield curve is matched to the anticipated timing of the actuarially determined estimated pension benefit payments to determine the weighted average discount rate. Compensation increase assumptions are based upon historical experience and anticipated future management actions. Asset returns are based upon the anticipated average rate of earnings expected on the invested funds of the plan.

F-6

At December 31, 2006, we adopted the disclosure requirements of SFAS No. 158, "Employers' Accounting for Defined Pension and Other Postretirement Plans, an amendment of SFAS No. 87, 88, 106 and 132(R)." This Statement required us to recognize the overfunded or underfunded status of our defined benefit plan as an asset or liability in our statement of financial position and to recognize previously unrecognized prior service costs and net actuarial losses in other comprehensive income. At adoption on December 31, 2006, we recognized a prepaid pension asset for the overfunded status of our pension plan of $398 million. We also recognized $203 million ($126 million, net of tax) for the previously unrecognized prior service costs and net actuarial losses of our pension plan in other comprehensive income.

Our net actuarial losses (pretax) declined $2.0 million between December 31, 2006 and 2007. Of the total $201 million of net actuarial loss at December 31, 2007, approximately $100 million will be subject to amortization over 9.5 years. The remaining $101 million is not currently subject to amortization. The cumulative net actuarial loss resulted primarily from differences between expected and actual assumptions of rate of return on plan assets and the discount rate. Included in our 2008 net periodic pension cost will be $10.5 million of amortization related to net actuarial losses. We estimate that our total 2008 net periodic pension cost will be approximately $7.0 million, assuming no cash contributions in 2008. The primary reason for the decrease in net periodic pension cost for 2008 compared to $11.3 million in 2007 is a reduction in net actuarial loss amortization, partially offset by an increase in interest cost. The 2008 estimate for net periodic pension cost was actuarially determined using a discount rate of 6.0 percent, an expected return on plan assets of 8.0 percent and an expected compensation increase assumption of 4.7 percent.

A 50 basis point increase in either the discount rate, expected return on plan assets, or the rate of increase in future compensation levels would increase (decrease) 2008 periodic pension cost by ($13.7) million, ($8.5) million, and $4.1 million, respectively. A 50 basis point decrease in either the discount rate, expected return on plan assets, or the rate of increase in future compensation levels would increase (decrease) 2008 periodic benefit cost by $15.1 million, $8.5 million, and ($4.0) million, respectively.

Income Taxes

UnionBanCal Corporation and its subsidiaries are subject to the income tax laws of the United States, its states, and other jurisdictions where we conduct business. These laws are complex and subject to different interpretations. The calculation of our provision for income taxes and related accruals requires the use of estimates and judgment. Income tax expense includes our estimate of amounts to be reported in our income tax returns, as well as deferred taxes, which arise principally from temporary differences between the period in which certain income and expenses are recognized for financial accounting purposes and the period in which they are reported in our tax returns. Deferred tax assets are evaluated for realization based on the expectation of future events, including the reversal of existing temporary differences and our ability to earn future taxable income.

We provide reserves for unrecognized tax benefits as required under Statement of Financial Accounting Standards Interpretation (FIN) No. 48, "Accounting for Uncertainty in Income Taxes—An Interpretation of FASB Statement No. 109." In applying the standards of the Interpretation, we consider the relative risks and merits of positions taken in tax returns filed and to be filed, considering statutory, judicial, and regulatory guidance applicable to those positions. The interpretation requires us to make assumptions and judgments about potential outcomes that lie outside management's control. To the extent the tax authorities disagree with our conclusions, and depending on the final resolution of those disagreements, our effective tax rate may be materially affected in the period of final settlement with the tax authorities.

The State of California requires us to file our franchise tax returns as a member of a unitary group that includes Mitsubishi UFJ Financial Group, Inc. and either all worldwide affiliates or only U.S. affiliates. Since 1996, we have elected to file our California franchise tax returns on a worldwide unitary basis. Changes in Mitsubishi UFJ Financial Group's taxable profits will impact our effective tax rate. Mitsubishi UFJ Financial Group's taxable profits are impacted most significantly by changes in the worldwide economy, especially in

F-7

Japan, and decisions that they may make about the timing of the recognition of credit losses or other matters. When Mitsubishi UFJ Financial Group's worldwide taxable profits rise, our effective tax rate in California will rise, and when they decrease, our rate will decrease. We review Mitsubishi UFJ Financial Group's financial information on a quarterly basis in order to determine the rate at which to recognize our California income taxes. However, all of the information relevant to determining the effective California tax rate may not be available until after the end of the period to which the tax relates, primarily due to the difference between our and Mitsubishi UFJ Financial Group's fiscal year-ends. The California effective tax rate can change during the calendar year or between calendar years as additional information becomes available.

Asset Impairment

We make estimates and assumptions when preparing our consolidated financial statements for which actual results will not be known for some time. This includes the recoverability of long-lived assets employed in our business, including those of acquired businesses, and other-than-temporary impairment in our securities portfolio. We test goodwill from our acquisitions for impairment at least annually or more frequently if events or circumstances indicate that there may be cause for conducting an interim test. In testing for a potential impairment of goodwill, we estimated the fair value of each of our reportable business segments and compared this value to the carrying value of each reporting unit. The estimated fair value of goodwill was established using a market approach method for our banking and insurance units and a discounted cash flow model for our trust units. We determined that the estimated fair value of each reporting unit was greater than its carrying value, therefore no impairment existed for the year ended 2007. Quarterly, we test our private capital investments for impairment by reviewing the investee's business model, current and projected financial performance, liquidity and overall economic and market conditions. During 2007, we recognized an other-than-temporary impairment of $2.1 million for our private capital investment portfolio. In addition, quarterly we test our debt securities below investment grade for impairment and, during 2007, we did not recognize an other-than-temporary impairment in the collateralized loan obligation (CLO) portfolio. Impairment testing of the CLO securities requires the use of a number of assumptions related to cash flows, recovery rates, default rates, market valuations and reinvestment of cash flows during the reinvestment period. This portfolio of securities is highly diversified, which we believe should mitigate the risk that downturns in any one industry segment will significantly impair the portfolio. Our higher grade debt securities are not tested for other-than-temporary impairment since we have the ability and intent to hold them until our cost has been recovered.

F-8

Financial Performance

Summary of Financial Performance

										Increase (Decrease)
										2006 versus 2005					2007 versus 2006
(Dollars in thousands)										2006 versus 2005					2007 versus 2006
(Dollars in thousands)		2005			2006			2007		Amount			Percent		Amount			Percent
Results of Operations
Net interest income⁽¹⁾		$	1,835,574		$	1,833,342		$	1,718,652	$	(2,232	)	(0.1	)%	$	(114,690	)	(6.3	)%
Noninterest income
	Service charges on deposit accounts		323,865			319,647			304,362		(4,218	)	(1.3	)		(15,285	)	(4.8	)
	Trust and investment management fees		128,396			147,539			157,734		19,143		14.9			10,195		6.9
	Securities gains (losses), net		(50,039	)		2,242			1,621		52,281		nm			(621	)	(27.7	)
	Gains on private capital investments, net		27,187			23,112			43,881		(4,075	)	(15.0	)		20,769		89.9
	Other noninterest income		330,208			338,403			360,704		8,195		2.5			22,301		6.6

Total noninterest income			759,617			830,943			868,302		71,326		9.4			37,359		4.5

Total revenue			2,595,191			2,664,285			2,586,954		69,094		2.7			(77,331	)	(2.9	)
(Reversal of) provision for loan losses			(50,683	)		(5,000	)		81,000		45,683		(90.1	)		86,000		nm
Noninterest expense
	Salaries and employee benefits		905,279			969,614			964,024		64,335		7.1			(5,590	)	(0.6	)
	Outside services		109,535			110,102			76,499		567		0.5			(33,603	)	(30.5	)
	Professional services		44,088			62,597			69,118		18,509		42.0			6,521		10.4
	Foreclosed asset expense (income)		(5,635	)		(15,322	)		110		(9,687	)	nm			15,432		nm
	(Reversal of) provision for losses on off-balance sheet commitments		4,000			(5,000	)		9,000		(9,000	)	nm			14,000		nm
	Other noninterest expense		494,816			515,858			524,654		21,042		4.3			8,796		1.7

Total noninterest expense			1,552,083			1,637,849			1,643,405		85,766		5.5			5,556		0.3

Income from continuing operations before income taxes			1,093,791			1,031,436			862,549		(62,355	)	(5.7	)		(168,887	)	(16.4	)
Income tax expense			359,074			270,121			292,683		(88,953	)	(24.8	)		22,562		8.4

Income from continuing operations			734,717			761,315			569,866		26,598		3.6			(191,449	)	(25.1	)

Income (loss) from discontinued operations before income taxes			199,129			(13,127	)		71,922		(212,256	)	nm			85,049		nm
Income tax expense (benefit)			70,913			(4,808	)		33,694		(75,721	)	nm			38,502		nm

Income (loss) from discontinued operations			128,216			(8,319	)		38,228		(136,535	)	nm			46,547		nm

Net income		$	862,933		$	752,996		$	608,094	$	(109,937	)	(12.7	)%	$	(144,902	)	(19.2	)%

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

nm = not meaningful

F-9

The primary contributors to our continuing operations financial performance for 2007 compared to 2006 are presented below.

•

Our net interest income was unfavorably influenced by lower average demand deposit balances, which resulted in a shift to more costly interest bearing liabilities. In addition, higher rates on interest bearing liabilities (see discussion under "Net Interest Income") also negatively impacted our net interest margin. Offsetting these negative influences to our net interest margin were higher earning asset volumes in most of our major loan categories and higher average yields on our earning assets.

•

After several years of reducing the level of our allowances for credit losses (see discussion under "Allowances for Credit Losses"), we believe we have passed the turning point in the credit cycle, which has increased the level of uncertainty in our principal portfolio segments and in particular in our home builder portfolio. We provided a total of $90 million for credit losses ($81 million for loan losses and $9 million for losses on off-balance sheet commitments) in 2007. The provision increase was primarily due to an unfavorable shift in risk grade mix (including risk grade migration in certain sectors of the real estate portfolio) and the adverse impact of the slowdown in the housing market coupled with strong loan growth.

•

Our noninterest income was impacted by several factors:

—: Service charges on deposits decreased due to lower account analysis fees stemming from an increase in the earnings credit rates on deposit balances, and from lower demand deposit balances and lower overdraft fees;
—: Trust and investment management fees were higher primarily due to an increase in the total assets under administration on which fees are based. Managed assets increased by approximately 6 percent, while non-managed assets increased by approximately 13 percent from December 31, 2006 to December 31, 2007. Total assets under administration increased by approximately 12 percent to $246.3 billion at December 31, 2007;
—: Trading account activities income was higher compared to the prior year due to higher gains on trading securities and on interest rate derivatives;
—: Net gains on private capital investments were higher compared to the prior year due to higher sales and capital distributions; and
—: Other noninterest income included higher brokerage commissions, card processing fees and a $4.1 million gain from the sale of a minority interest in a check cashing entity with which we were formerly affiliated.

•

Contributing to our higher noninterest expense were several factors:

—: Salaries and employee benefits decreased slightly primarily as a result of lower pension expenses partially related to a change in the discount rate used to estimate future liabilities, which increased from 5.5% to 6.0%;
—: Outside services expense decreased mainly due to lower cost of services related to a 28 percent decline in title and escrow deposits and a shift by our customers to an increased utilization of lower yielding title and escrow loans;
—: Foreclosed asset income reflected higher gains on the sale of foreclosed properties in 2006;
—: Provision for losses on off-balance sheet commitments increased to $9.0 million in the current year compared to a $5.0 million reversal in the prior year; and
—: Other noninterest expense increased due to a $10.0 million payment for the civil money penalty imposed by the OCC and FinCEN relating to BSA/AML compliance and higher litigation expenses relating to our proportionate share of the Visa litigation charges. These charges pertain

F-10

to both Visa's legal settlement with American Express as well as other pending litigation, including litigation with Discover Card (for further information refer to Note 24 to these consolidated financial statements). Partially offsetting this increase were lower costs for intangible asset amortization, marketing, equipment maintenance and software, and a favorable outcome of a lawsuit settlement.

The primary contributors to our continuing operations financial performance for 2005 compared to 2006 are presented below.

•

Our net interest income was unfavorably influenced by lower average demand deposit balances, which resulted in a shift to more costly interest bearing liabilities. In addition, higher rates on interest bearing liabilities and lower hedge income (see discussion under "Net Interest Income") also negatively impacted our net interest margin. Offsetting these negative influences to our net interest margin were higher earning asset volumes in most of our major loan categories and higher average yields on our earning assets.

•

Although credit quality remained healthy, we reversed less of our allowance for loan losses in 2006 primarily due to the growth in our commercial loan portfolio (see discussion under "Allowances for Credit Losses.")

•

Our noninterest income was impacted by several factors:

—: Service charges on deposits decreased due to lower account analysis fees stemming from an increase in the earnings credit rates on deposit balances, as well as from lower demand deposit balances;
—: Trust and investment management fees were higher primarily due to higher sales, growth in trust assets, a one-time $3.8 million increase in trust fees resulting from a refinement in our accrual accounting methodology and a change in the administration structure of our HighMark Funds, which were offset by higher outside service expenses (see noninterest expense discussion below). Managed assets increased by approximately 6 percent, while non-managed assets increased by approximately 12 percent from December 31, 2005 to December 31, 2006. Total assets under administration increased by approximately 11 percent, to $219.4 billion, for the same period;
—: Insurance commissions decreased mainly due to lower revenues from construction-related projects, which slowed in 2006, and lower contingent revenues;
—: Securities losses were lower primarily due to a loss of $50.1 million on the sale of $1.5 billion of government agency securities in our available for sale portfolio during 2005. The sale occurred as a result of our decision to rebalance our portfolio by diversifying our agency concentration risk, with a subsequent reinvestment in AAA-rated non-agency mortgage-backed securities and to fund our expected loan growth;
—: Net gains on private capital investments were lower compared to the prior year due to lower sales and capital distributions; and
—: Higher other noninterest income included lower trading provision adjustments to our reserve for losses on customer derivative contracts, which declined by $7.6 million, and a $3.0 million settlement associated with an eminent domain action.

•

Contributing to our higher noninterest expense were several factors:

—

Salaries and employee benefits increased primarily as a result of:

•: annual merit increases and higher staff levels;
•: additional contract labor staff for compliance related activities;

F-11

•: higher severance expense;
•: higher incentive expenses related to stock options and higher levels of restricted stock grants in 2006, partly offset by lower bonuses and other performance-related incentives; and
•: higher employee benefits expense mainly due to increased group health insurance premiums and pension and other postretirement benefits expense due to actuarial assumptions, partly offset by a decrease in workers' compensation expense;

—: Professional services expense increased mainly due to compliance-related expenses;
—: Foreclosed asset income reflected higher gains on the sale of foreclosed properties in 2006;
—: Provision for losses on off-balance sheet commitments declined by $9.0 million compared to 2005 as a result of improvements in the credit quality of our borrowers compared to the prior year; and
—: Higher other noninterest expense, which included higher software costs, marketing expenses and charitable contributions and low income housing investment amortization expenses, partly offset by declining amortization of identifiable intangibles.

F-12

Net Interest Income

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

			Years Ended December 31,
			2005								2006							2007
(Dollars in thousands)			Average Balance			Interest Income/ Expense⁽¹⁾			Average Yield/ Rate⁽¹⁾		Average Balance			Interest Income/ Expense⁽¹⁾		Average Yield/ Rate⁽¹⁾		Average Balance			Interest Income/ Expense⁽¹⁾		Average Yield/ Rate⁽¹⁾
Assets
Loans:⁽²⁾
	Commercial, financial and industrial		$	11,105,948		$	677,590		6.10	%	$	13,220,633		$	869,884	6.58	%	$	14,595,016		$	972,270	6.66	%
	Construction			1,268,448			77,844		6.14			1,857,404			142,031	7.65			2,335,157			177,258	7.59
	Residential mortgage			10,513,671			515,485		4.90			11,846,908			607,977	5.13			12,964,171			697,069	5.38
	Commercial mortgage			5,529,222			348,788		6.31			5,702,858			404,749	7.10			6,364,705			448,403	7.05
	Consumer			2,444,011			159,493		6.53			2,505,770			192,156	7.67			2,572,146			199,361	7.75
	Lease financing			591,306			23,653		4.00			570,556			15,232	2.67			593,132			23,789	4.01

	Total Loans			31,452,606			1,802,853		5.73			35,704,129			2,232,029	6.25			39,424,327			2,518,150	6.39
Securities—taxable				10,262,274			392,452		3.82			8,417,950			415,902	4.94			8,541,230			440,801	5.16
Securities—tax-exempt				66,178			5,323		8.04			61,729			4,982	8.07			55,771			4,566	8.19
Interest bearing deposits in banks				112,247			2,676		2.38			51,534			2,617	5.08			53,978			3,276	6.07
Federal funds sold and securities purchased under resale agreements				610,735			20,535		3.36			497,318			25,518	5.13			505,732			26,247	5.19
Trading account assets				292,648			4,494		1.54			348,183			6,838	1.96			387,892			8,648	2.23

		Total earning assets		42,796,688			2,228,333		5.21			45,080,843			2,687,886	5.96			48,968,930			3,001,688	6.13

Allowance for loan losses				(389,398	)							(334,720	)						(336,871	)
Cash and due from banks				2,246,980								2,063,341							1,902,955
Premises and equipment, net				518,149								507,093							486,232
Other assets				2,421,278								2,662,785							2,567,377

		Total assets	$	47,593,697							$	49,979,342						$	53,588,623

Liabilities
Domestic deposits:
	Transaction accounts		$	12,843,891			159,221		1.24		$	12,938,620			292,899	2.26		$	14,129,408			409,508	2.90
	Savings and consumer time			4,517,958			59,927		1.33			4,363,032			93,171	2.14			4,351,961			116,544	2.68
	Large time			3,121,055			83,882		2.69			5,656,370			263,226	4.65			9,469,386			465,088	4.91

		Total interest bearing deposits		20,482,904			303,030		1.48			22,958,022			649,296	2.83			27,950,755			991,140	3.55

Federal funds purchased and securities sold under repurchase agreements				898,107			25,854		2.88			701,614			33,711	4.80			1,142,487			56,299	4.93
Net funding allocated from (to) discontinued operations⁽³⁾				(373,323	)		(11,621	)	3.11			70,410			3,377	4.80			101,738			5,091	5.00
Commercial paper				1,086,088			31,672		2.92			1,582,226			75,015	4.74			1,549,681			76,284	4.92
Other borrowed funds⁽⁴⁾				168,220			6,313		3.75			294,977			15,352	5.20			813,578			42,901	5.27
Medium and long-term debt				807,592			32,206		3.99			1,230,846			70,439	5.72			1,776,069			101,096	5.69
Trust notes				15,562			953		6.12			15,109			953	6.31			14,656			953	6.50

		Total borrowed funds		2,602,246			85,377		3.28			3,895,182			198,847	5.10			5,398,209			282,624	5.24

		Total interest bearing liabilities		23,085,150			388,407		1.68			26,853,204			848,143	3.16			33,348,964			1,273,764	3.82

Noninterest bearing deposits				18,910,489								17,042,412							14,234,781
Other liabilities⁽³⁾				1,317,973								1,509,541							1,401,856

		Total liabilities		43,313,612								45,405,157							48,985,601
Stockholders' Equity
Common equity				4,280,085								4,574,185							4,603,022

		Total stockholders' equity		4,280,085								4,574,185							4,603,022

		Total liabilities and stockholders' equity	$	47,593,697							$	49,979,342						$	53,588,623

Reported Net Interest Income/Margin
Net interest income/margin (taxable-equivalent basis)							1,839,926		4.30	%					1,839,743	4.08	%					1,727,924	3.53	%
Less: taxable-equivalent adjustment							4,352								6,401							9,272

		Net interest income				$	1,835,574							$	1,833,342						$	1,718,652


Average Assets and Liabilities of Discontinued Operations for the Year Ended:		December 31, 2005		December 31, 2006			December 31, 2007
	Assets	$	1,914,743	$	202,516		$	9,636
	Liabilities	$	1,541,420	$	272,926		$	111,374
	Net assets	$	373,323	$	(70,410	)	$	(101,738	)

⁽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 and loans held for sale. The amortized portion of net loan origination fees (costs) is included in interest income on loans, representing an adjustment to the yield.
⁽³⁾: Net funding allocated from (to) discontinued operations represents the shortage (excess) of assets over liabilities of discontinued operations. The expense (earning) on funds allocated from (to) discontinued operations is calculated by taking the net balance and applying an earnings rate or a cost of funds equivalent to the corresponding period's Federal funds purchased rate. The year-to-date expense (earning) amount is the sum of the quarterly amounts.
⁽⁴⁾: Includes interest bearing trading liabilities.

F-13

Net interest income in 2007, on a taxable-equivalent basis, decreased 6 percent from 2006 and our net interest margin decreased by 55 basis points. These results were primarily due to the following:

•: Average earning assets increased $3.9 billion, or 9 percent, primarily due to an increase in average loans. The increase in average loans was largely due to a $1.4 billion increase in average commercial loans, including a $0.1 billion increase in lower yielding loans related to title and escrow customers, a $1.1 billion increase in average residential mortgages, a $0.7 billion increase in average commercial mortgages and a $0.5 billion increase in average construction loans;
•: Yields on our earning assets were favorably impacted by the increasing interest rate environment resulting in a higher average yield on average earning assets of 17 basis points;
•: Average noninterest bearing deposits decreased $2.8 billion, or 16 percent. Excluding average title and escrow deposits, which decreased $0.7 billion, or 28 percent, average commercial noninterest bearing deposits declined $1.7 billion, or 15 percent, primarily due to changes in customer behavior in response to rising short-term interest rates. Consumer demand deposits decreased $0.4 billion, or 13 percent. Average noninterest bearing deposits represented 34 percent of average total deposits in 2007 compared to 43 percent in 2006; and
•: Rates on our interest bearing liabilities were unfavorably impacted by the higher short-term interest rates, as well as an unfavorable shift in deposit mix due to heightened competition for deposits, which resulted in a 66 basis points increase in average rates on average interest bearing liabilities.

In 2007, our annualized average all-in-cost of funds was 2.68 percent, reflecting an average core deposit-to-loan ratio of 83 percent and a relatively high proportion of average noninterest bearing deposits to average total deposits compared to our peers. In 2006, the annualized all-in-cost of funds was 1.93 percent and our average core deposit-to-loan ratio was 96 percent.

We use derivatives to hedge expected changes in the benchmark interest rates on our variable rate loans and certificates of deposit (CDs), and to convert our long-term, fixed-rate borrowings to floating rate. For loans, we had hedge expense of $47.9 million and $35.9 million for 2006 and 2007, respectively. For deposits and long-term fixed rate borrowings, we had hedge income of $0.7 million and $0.1 million for 2006 and 2007, respectively.

Net interest income in 2006 compared to 2005, on a taxable-equivalent basis, was relatively unchanged while our net interest margin decreased by 22 basis points. These results were primarily due to the following:

•: Average earning assets increased $2.3 billion, or 5 percent, primarily due to an increase in average loans, partly offset by a decline in average securities. The increase in average loans was largely due to a $2.1 billion increase in average commercial loans and a $1.3 billion increase in average residential mortgages, while average securities declined by $1.8 billion;
•: Yields on our earning assets were favorably impacted by the increasing interest rate environment resulting in a higher average yield on average earning assets of 75 basis points, despite being negatively impacted by lower hedge income, which decreased by $53.0 million, and an increase in lower yielding loans related to title and escrow customers; and
•: Average noninterest bearing deposits decreased $1.9 billion, or 10 percent, including a decrease of $716.1 million, or 23 percent, in average title and escrow deposits due to the decline in residential real estate activity. Average business demand deposits, excluding title and escrow deposits, declined $896 million, or 7 percent, primarily due to changes in customer behavior in response to rising short-term interest rates. Consumer demand deposits decreased $184 million, or 6 percent. Average noninterest bearing deposits represented 43 percent of average total deposits in 2006 compared to 48 percent of average total deposits in 2005.

F-14

In 2006, the annualized average all-in cost of funds was 1.93 percent, reflecting our average deposit-to-loan ratio of 112 percent and a relatively high proportion of noninterest bearing deposits to total deposits. In 2005, the annualized all-in-cost of funds was 0.92 percent and the average deposit-to-loan ratio was 125 percent.

We use derivatives to hedge expected changes in the benchmark interest rates on our variable rate loans and CDs, and to convert our long-term, fixed-rate borrowings to floating rate. Throughout 2006, these derivative positions provided less net interest income than in 2005, as positions matured and as interest rates rose. However, as we expected, the declines in hedge income were offset by increased yields on the underlying variable rate loans. For our loans, we had hedge income of $5.1 million and hedge expense of $47.9 million for 2005 and 2006, respectively. For deposits and long-term fixed rate borrowings, hedge income was $12.6 million and $0.7 million for 2005 and 2006, respectively.

Analysis of Changes in Net Interest Income

The following table shows the changes in the components of net interest income on a taxable-equivalent basis for 2005, 2006 and 2007. The changes in net interest income between periods have been reflected as attributable either to volume or to rate changes. For purposes of this table, changes that are not solely due to volume or rate changes are allocated to rate. Loan fees of $79 million, $71 million and $65 million for the

F-15

years ended 2005, 2006 and 2007, respectively, are included in this table. Adjustments have not been made for interest received from a prior period.

			Years Ended December 31,
			2006 versus 2005									2007 versus 2006
			Increase (decrease) due to change in									Increase (decrease) due to change in
(Dollars in thousands)			Average Volume			Average Rate			Net Change			Average Volume			Average Rate			Net Change
Changes in Interest Income⁽¹⁾
Loans:
	Commercial, financial and industrial		$	128,996		$	63,298		$	192,294		$	90,434		$	11,952		$	102,386
	Construction			36,162			28,025			64,187			36,548			(1,321	)		35,227
	Residential mortgage			65,329			27,163			92,492			57,316			31,776			89,092
	Commercial mortgage			10,956			45,005			55,961			46,991			(3,337	)		43,654
	Consumer			4,033			28,630			32,663			5,091			2,114			7,205
	Lease financing			(830	)		(7,591	)		(8,421	)		603			7,954			8,557

	Total Loans			244,646			184,530			429,176			236,983			49,138			286,121
Securities - taxable				(70,453	)		93,903			23,450			6,090			18,809			24,899
Securities - tax-exempt				(358	)		17			(341	)		(481	)		65			(416	)
Interest bearing deposits in banks				(1,445	)		1,386			(59	)		124			535			659
Federal funds sold and securities purchased under resale agreements				(3,811	)		8,794			4,983			432			297			729
Trading account assets				855			1,489			2,344			778			1,032			1,810

		Total earning assets		169,434			290,119			459,553			243,926			69,876			313,802

Changes in Interest Expense
Deposits:
	Transaction accounts			1,175			132,503			133,678			26,912			89,697			116,609
	Savings and consumer time			(2,061	)		35,305			33,244			(236	)		23,609			23,373
	Large time			68,200			111,144			179,344			177,305			24,557			201,862

		Total interest bearing deposits		67,314			278,952			346,266			203,981			137,863			341,844

Federal funds purchased and securities sold under repurchase agreements				(5,659	)		13,516			7,857			21,162			1,426			22,588
Net funding allocated from (to) discontinued operations				13,800			1,198			14,998			1,503			211			1,714
Commercial paper				14,487			28,856			43,343			(1,543	)		2,812			1,269
Other borrowed funds				4,753			4,286			9,039			26,967			582			27,549
Medium and long-term debt				16,888			21,345			38,233			31,187			(530	)		30,657
Trust notes				(28	)		28			—			(29	)		29			—

		Total borrowed funds		44,241			69,229			113,470			79,247			4,530			83,777

		Total interest bearing liabilities		111,555			348,181			459,736			283,228			142,393			425,621

		Changes in net interest income	$	57,879		$	(58,062	)	$	(183	)	$	(39,302	)	$	(72,517	)	$	(111,819	)

⁽¹⁾: Interest income is presented on a taxable-equivalent basis using the federal statutory tax rate of 35 percent.

F-16

Noninterest Income and Noninterest Expense

The following tables detail noninterest income and noninterest expense that exceeded 1 percent of our total revenues for the years ended December 31, 2005, 2006 and 2007.

Noninterest Income

									Increase (Decrease)
									Years Ended December 31,
		Years Ended December 31,							2006 versus 2005					2007 versus 2006
(Dollars in thousands)		Years Ended December 31,							2006 versus 2005					2007 versus 2006
(Dollars in thousands)		2005			2006		2007		Amount			Percent		Amount			Percent
Service charges on deposit accounts		$	323,865		$	319,647	$	304,362	$	(4,218	)	(1	)%	$	(15,285	)	(5	)%
Trust and investment management fees			128,396			147,539		157,734		19,143		15			10,195		7
Insurance commissions			78,915			72,547		69,296		(6,368	)	(8	)		(3,251	)	(4	)
Trading account activities			49,090			56,916		65,608		7,826		16			8,692		15
Merchant banking fees			43,898			42,185		44,123		(1,713	)	(4	)		1,938		5
Brokerage commissions and fees			30,038			35,811		39,839		5,773		19			4,028		11
Card processing fees, net			25,105			28,400		30,307		3,295		13			1,907		7
Securities gains (losses), net			(50,039	)		2,242		1,621		52,281		nm			(621	)	(28	)
Gains on private capital investments, net			27,187			23,112		43,881		(4,075	)	(15	)		20,769		90
Other			103,162			102,544		111,531		(618	)	(1	)		8,987		9

	Total noninterest income	$	759,617		$	830,943	$	868,302	$	71,326		9	%	$	37,359		5	%

nm = not meaningful

Noninterest Expense

										Increase (Decrease)
										Years Ended December 31,
		Years Ended December 31,								2006 versus 2005					2007 versus 2006
(Dollars in thousands)		Years Ended December 31,								2006 versus 2005					2007 versus 2006
(Dollars in thousands)		2005			2006			2007		Amount			Percent		Amount			Percent
Salaries and other compensation		$	726,927		$	777,978		$	801,049	$	51,051		7	%	$	23,071		3	%
Employee benefits			178,352			191,636			162,975		13,284		7			(28,661	)	(15	)

Salaries and employee benefits			905,279			969,614			964,024		64,335		7			(5,590	)	(1	)
Net occupancy			137,518			139,152			144,824		1,634		1			5,672		4
Outside services			109,535			110,102			76,499		567		1			(33,603	)	(31	)
Professional services			44,088			62,597			69,118		18,509		42			6,521		10
Equipment			66,879			68,751			64,940		1,872		3			(3,811	)	(6	)
Software			54,813			60,960			58,413		6,147		11			(2,547	)	(4	)
Advertising and public relations			36,677			43,920			41,627		7,243		20			(2,293	)	(5	)
Communications			40,009			38,518			37,216		(1,491	)	(4	)		(1,302	)	(3	)
Data processing			31,834			31,041			33,053		(793	)	(2	)		2,012		6
Intangible asset amortization			16,822			11,591			7,679		(5,231	)	(31	)		(3,912	)	(34	)
Foreclosed asset expense (income)			(5,635	)		(15,322	)		110		(9,687	)	nm			15,432		nm
(Reversal of) provision for losses on off-balance sheet commitments			4,000			(5,000	)		9,000		(9,000	)	nm			14,000		nm
Other			110,264			121,925			136,902		11,661		11			14,977		12

	Total noninterest expense	$	1,552,083		$	1,637,849		$	1,643,405	$	85,766		6	%	$	5,556		—	%

nm = not meaningful

F-17

Income Tax Expense

	Years Ended December 31,
(Dollars in thousands)	Years Ended December 31,
(Dollars in thousands)	2005			2006			2007
Income before income taxes	$	1,093,791		$	1,031,436		$	862,549
Income tax expense		359,074			270,121			292,683
Effective tax rate		33	%		26	%		34	%

The increase in the effective tax rate in 2007 was primarily due to a credit to state income tax expense of $72.8 million in 2006 for a refund received in a settlement between us and the State of California in an action we brought to recover taxes paid for the calendar years 1989 through 1995. The settlement was made in response to claims for refunds filed by us in 2001 with respect to the proper tax treatment of losses from loans and securities during 1989 through 1995. The losses were incurred by the group of affiliated corporations included in our California tax filing. After an initial denial of the claims by the FTB Audit Division, we filed a suit for refund in San Francisco Superior Court. The settlement agreement settled all claims for the years at issue and the lawsuit was dismissed.

In the normal course of business, the tax returns of UnionBanCal Corporation and its subsidiaries are subject to review and examination by various tax authorities. In the course of its examination of our federal tax returns for the years 1998 through 2002, the IRS has disallowed the tax deductions claimed with respect to certain leveraged leasing transactions, referred to as "lease-in/lease-outs" (LILOs). We believe our tax treatment of these LILOs was consistent with applicable tax law, regulations and case law, and we intend to defend our position vigorously.

In 2003, we made partial payments of the tax and interest assessed on LILOs and filed a protest with the IRS Administrative Appeals Division (Appeals). During 2005, we concluded our discussions with Appeals without resolution. In the fourth quarter of 2005, we paid the balance of the tax and interest, for a total payment of $95.1 million. In August 2006, we filed a refund suit in the Court of Federal Claims. A trial date has not yet been set.

On January 1, 2007, we adopted FIN No. 48, "Accounting for Uncertainty in Income Taxes—An Interpretation of FASB Statement No. 109." The Interpretation establishes a "more-likely-than-not" recognition threshold that must be met before a tax benefit can be recognized in the financial statements. For tax positions that meet the more-likely-than-not threshold, an enterprise should recognize the largest amount of tax benefit that is greater than 50 percent likely of being realized upon final settlement with the taxing authority. We recognized a $49.3 million reduction to the beginning balance of retained earnings upon adoption of the Interpretation. During 2007, we recognized gross increases to the balance of unrecognized tax benefits of $22.6 million and gross decreases of $22.3 million. We also recognized $1.5 million of interest expense on unrecognized tax benefits during the year. The net changes to unrecognized tax benefits and accrued interest during the year resulted in an increase in our effective tax rate of 0.1 percent.

The total amount of unrecognized tax benefits at December 31, 2007 was $137.7 million. Included in this total was $84.6 million that, if recognized, would result in adjustments to other income tax accounts, primarily deferred taxes. The amount of unrecognized tax benefits that would affect the effective tax rate, if recognized, was $53.1 million. At December 31, 2007, we had accrued $10.5 million of interest expense and no penalties related to unrecognized tax benefits.

During the next 12 months, it is reasonably possible that the statute of limitations pertaining to positions taken by us with respect to certain affiliates in prior year state income tax returns may lapse. As a result, the total amount of unrecognized tax benefits may decrease by zero up to $14.8 million. Should this decrease occur, the net impact to income tax expense, including interest, would be up to $12.0 million. We do not expect any other material increases or decreases to unrecognized tax benefits during the next 12 months. However, we are subject to federal and state tax examinations, as well as ongoing litigation concerning our LILO transactions. Therefore,

F-18

our estimate of unrecognized tax benefits is subject to change based on new developments and information. The tax years open to examination by major jurisdictions are 2003 and forward.

For additional information regarding income tax expense, including a reconciliation between the effective tax rate and the statutory tax rate, see Note 11 to our Consolidated Financial Statements included in this Annual Report.

Credit Risk Management

Our principal business activity is the extension of credit in the form of loans and credit substitutes to individuals and businesses. Our policies and applicable laws and regulations governing the extension of credit require risk analysis including an extensive evaluation of the purpose of the request and the borrower's ability and willingness to repay us as scheduled. Our evaluation also includes ongoing portfolio and credit management through portfolio diversification, lending limit constraints, credit review and approval policies, and extensive internal monitoring.

We manage and control credit risk through diversification of the portfolio by type of loan, industry concentration, dollar limits on multiple loans to the same borrower, geographic distribution and type of borrower. Geographic diversification of loans originated through our branch network is generally within California, Oregon and Washington, which we consider to be our principal markets. In addition, we originate and participate in lending activities outside these states, as well as internationally.

In analyzing our loan portfolios, we apply specific monitoring policies and procedures that vary according to the relative risk profile and other characteristics of the loans within the various portfolios. Our residential, consumer and certain small commercial loans and leases are relatively homogeneous and no single loan is individually significant in terms of its size or potential risk of loss. Therefore, we review these portfolios by analyzing their performance as a pool of loans. In contrast, our monitoring process for the larger commercial, financial and industrial, construction, commercial mortgage, leases, and foreign loan portfolios includes a periodic review of individual loans. Loans that are performing, but have shown some signs of weakness, are subjected to more stringent reporting and oversight. We review these loans to assess the ability of the borrowing entity to continue to service all of its interest and principal obligations and as a result may adjust the risk grade of the loan accordingly. In the event that we believe that full collection of principal and interest is not reasonably assured, the loan is appropriately downgraded and, if warranted, placed on nonaccrual status, even though the loan may be current as to principal and interest payments.

We have a Credit Review and Management Committee chaired by the Chief Credit Officer and composed of the Chief Executive Officer, the Chief Operating Officer and other executive officers that establishes our overall risk appetite, portfolio concentration limits, and credit risk rating methodology. This committee is supported by the Credit Policy Forum, composed of Group Senior Credit Officers that have responsibility for establishing credit policy, credit underwriting criteria, and other risk management controls. Credit Administration, under the direction of the Chief Credit Officer and his designated Group Senior Credit Officers, is responsible for administering the credit approval process and related policies. Policies require an evaluation of credit requests and ongoing reviews of existing credits in order to ensure that the purpose of the credit is acceptable, and that the borrower is able and willing to repay as agreed. Furthermore, policies require prompt identification and quantification of asset quality deterioration or potential loss.

Another part of the control process is the Independent Risk Monitoring Group for Credit (IRMG-Credit), which reports to the Board of Directors and provides both the Board of Directors and executive management with an independent assessment of the level of credit risk and the effectiveness of the credit management process. IRMG-Credit routinely reviews the accuracy and timeliness of risk grades assigned to individual borrowers to ensure that the business unit credit risk identification process is functioning properly. This group also assesses compliance with credit policies and underwriting standards at the business unit level. Additionally, IRMG-Credit reviews and provides commentary on proposed changes to credit policies, practices

F-19

and underwriting guidelines. IRMG-Credit summarizes its significant findings on a regular basis and provides recommendations for corrective action when credit management or control deficiencies are identified.

Loans

The following table shows loans outstanding by loan type and as a percentage of total loans for 2003 through 2007. Information about our loan portfolio is also included in "Business Segments."

																							Increase (Decrease) December 31, 2007 From:
			December 31,																				December 31, 2006
(Dollars in millions)			December 31,																				December 31, 2006
(Dollars in millions)			2003				2004				2005				2006				2007				Amount			Percent
Commercial, financial and industrial			$	8,898	36	%	$	9,955	35	%	$	11,451	35	%	$	12,945	35	%	$	14,564	35	%	$	1,619		12.5	%
Construction				1,101	5			1,130	4			1,447	4			2,176	6			2,407	6			231		10.6
Mortgage:
	Residential			7,464	31			9,538	33			11,380	34			12,344	34			13,827	34			1,483		12.0
	Commercial			4,195	17			5,409	19			5,683	17			6,028	16			7,021	17			993		16.5

		Total mortgage		11,659	48			14,947	52			17,063	51			18,372	50			20,848	51			2,476		13.5
Consumer:
	Installment			819	3			768	2			891	3			1,137	3			1,327	3			190		16.7
	Revolving lines of credit			1,222	5			1,582	5			1,611	5			1,401	4			1,334	3			(67	)	(4.8	)

		Total consumer		2,041	8			2,350	7			2,502	8			2,538	7			2,661	6			123		4.8
Lease financing				664	3			609	2			580	2			581	2			655	2			74		12.7

	Total loans held for investment			24,363	100			28,991	100			33,043	100			36,612	100			41,135	100			4,523		12.4
	Total loans held for sale			12	—			118	—			53	—			60	—			69	—			9		15.0

		Total loans	$	24,375	100	%	$	29,109	100	%	$	33,096	100	%	$	36,672	100	%	$	41,204	100	%	$	4,532		12.4	%

Commercial, Financial and Industrial Loans

Commercial, financial and industrial loans represent one of the largest categories in the loan portfolio. These loans are extended principally to corporations, middle-market businesses and small businesses, with no industry concentration exceeding 10 percent of total loans.

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

The commercial, financial and industrial loan portfolio increased from December 31, 2006 mainly due to increased loan demand primarily in the oil and gas and national corporate segments, as well as the California middle market.

Construction and Commercial Mortgage Loans

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

The construction loan portfolio increased from December 31, 2006 primarily due to higher demand for income property projects with retail, office and apartment financing representing the largest components.

The commercial mortgage loan portfolio consists of loans on commercial income properties primarily in California. Commercial mortgages increased from December 31, 2006 mainly due to higher demand in the California middle market sector for real estate related financing.

F-20

Residential Mortgage Loans

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

At December 31, 2007, 68 percent of our residential mortgage loans were interest only, none of which are negative amortizing. At origination, these interest only loans had relatively high credit scores and had weighted average loan-to-value (LTV) ratios of approximately 66 percent. The remainder of the portfolio consists of balloon or regular amortizing loans.

We do not have a program for originating or purchasing subprime loan products. However, we do have several loan products that allow a customer to move more quickly through the loan origination process by reducing or eliminating the need to verify the income or assets of the customer. We refer to these loans as "no doc" or "low doc" loans. "No doc" loans are only available through the Retail Banking channel to existing clients for owner-occupied properties and eliminate the verification of both income and assets, while "low doc" loans require the verification of assets. In both cases, these loans require lower LTV ratios and higher FICO® credit scores than for fully documented residential loans. Although these loans comprise nearly half of our residential loan portfolio, the delinquency rates relative to the outstanding balances at December 31, 2007 were lower than fully documented loans. At December 31, 2007, the total amount of "no doc" and "low doc" loans past due 30 days or more was $15.9 million, compared to $5.7 million at December 31, 2006. The total amount of residential mortgages delinquent 30 days or more was $49.9 million at December 31, 2007, compared to $27.9 million at December 31, 2006. Although delinquencies have risen since December 31, 2006, the total amount delinquent remains low.

We hold most of the loans we originate. However, we do sell our 30-year, fixed rate loans, except for Community Reinvestment Act (CRA) qualifying loans.

On February 13, 2008, President Bush signed into law the Economic Stimulus Act of 2008 which, among other provisions, authorizes the three federal mortgage loan conduits, the Federal National Mortgage Association (known as Fannie Mae), the Federal Home Loan Mortgage Corporation (known as Freddie Mac) and the Federal Housing Administration, to purchase new and existing "jumbo" residential mortgage loans originated after June 30, 2007. The legislation, which will go into operation when the federal mortgage agencies calculate and publish new loan limits for each Standard Metropolitan Statistical Area, based on average housing prices, will increase the current limit on conforming loans which can be purchased by Fannie Mae and Freddie Mac to up to $729,750 from its current maximum of $417,000. The purpose of the increased purchase authority, which will apply to loans originated through the end of 2008, is to provide increased liquidity to the secondary market for "jumbo" residential loans. Loans on residential properties in a number of counties in the State of California where housing prices remain relatively high will be covered by the increased purchase authority. This could result in an increased rate of loan originations and refinancings of loans on such properties, including properties securing loans made by us. The degree to which this will occur and its overall effect on our residential mortgage loan portfolio cannot be determined at this time.

Consumer Loans

We originate consumer loans, such as auto loans and home equity loans and lines, through our branch network. The increase in consumer loans from December 31, 2006 was primarily in our "Flex Equity Line/Loan" product. The "Flex Equity Line/Loan" allows our customers the flexibility to manage a line of credit with as many as four fixed rate loans under a single product. When customers convert their "Flex Equity Lines/Loans" to fixed rate loans, these new loans are classified as installment loans. Our total home equity loans and lines delinquent 30 days or more were $8.4 million at December 31, 2007, compared to $4.6 million at December 31, 2006. Although the percentage increase from December 31, 2006 is high, the dollar amount of the increase is not significant.

F-21

Lease Financing

We offer two types of leases to our customers: direct financing leases, where the assets leased are acquired without additional financing from other sources; and leveraged leases, where a substantial portion of the financing is provided by debt with no recourse to us. At December 31, 2007, we had leveraged leases of $552 million, which were net of non-recourse debt of approximately $1.2 billion. We utilize a number of special purpose entities for our leveraged leases. These entities serve legal and tax purposes and do not function as vehicles to shift liabilities to other parties or to deconsolidate affiliates for financial reporting purposes. As allowed by US GAAP and by law, the gross lease receivable is offset by the qualifying non-recourse debt. In leveraged lease transactions, the third-party lender may only look to the collateral value of the leased assets for repayment.

Cross-Border Outstandings

Our cross-border outstandings, including those that are part of our discontinued operations, 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 December 31, 2007 for Canada, the only country where such outstandings exceeded 1 percent of total assets. For the years ended December 31, 2005 and December 31, 2006, there were no countries where such cross-border 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 in foreign entities. For the country shown in the table below, any significant local currency outstandings are either hedged or funded by local currency borrowings.

(Dollars in millions)			Financial Institutions			Public Sector Entities			Corporations and Other Borrowers			Total Outstandings
December 31, 2007
	Canada		$	6		$	—		$	817		$	823

Provision for Loan Losses

We recorded a provision for loan losses of $81 million in 2007, compared with a reversal of allowance for loan losses of $5 million in 2006. There was a $9 million provision for losses related to the allowance for losses on off-balance sheet commitments in 2007, compared to a reversal of provision for losses on off-balance sheet commitments of $5 million in 2006. The provisions for loan losses and for losses on off-balance sheet commitments are charged to income to bring our total allowances for credit losses to a level deemed appropriate by management based on the factors discussed under "Allowances for Credit Losses" below.

Allowances for Credit Losses

Policy and Methodology

We maintain allowances for credit losses (defined as both the allowance for loan and off- balance sheet commitment losses) to absorb losses inherent in the loan portfolio, as well as for leases and off-balance sheet commitments. The allowances are based on our regular, quarterly assessments of the probable estimated losses inherent in the loan portfolio and unused commitments to provide financing. Our methodology for measuring the appropriate level of the allowances relies on several key elements, which include the formula allowance, the specific allowance for identified problem credit exposures, the unallocated allowance and the allowance for off-balance sheet commitments.

F-22

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 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:

•: loss factors for individually graded credits are derived from a migration model that tracks historical losses over a period, such as an economic cycle, which we believe captures the inherent losses in our loan portfolio; and
•: pooled loan loss factors (not individually graded loans) are based on expected net charge offs. Pooled loans are loans that are homogeneous in nature, such as consumer installment, home equity, residential mortgage loans and certain small commercial loans.

We believe that an economic cycle is a period in which both upturns and downturns in the economy have been reflected. We calculate loss factors over a time interval that spans what we believe constitutes a complete and representative economic cycle.

Loan loss factors, which are used in determining our formula allowance, are adjusted quarterly primarily based upon the level of historical net charge offs and losses expected by management in the near term. We estimate our expected losses based on a loss confirmation period. The loss confirmation period is the estimated average period of time between a material adverse event affecting the credit-worthiness of a borrower and the subsequent recognition of a loss. Based upon our evaluation process, we believe that, for our non-criticized, risk-graded loans, on average, losses are sustained approximately 10 quarters after an adverse event in the creditor's financial condition has taken place. For our criticized risk-graded loans, we measure the losses based upon the remaining life of the loan. See definition of criticized credits under "Changes in the Formula and Specific Allowances" in this section of our Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A). Similarly, for pool-managed credits, the loss confirmation period varies by product, but ranges between one and two years.

Furthermore, based on management's judgment, 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. This includes changing the number of periods that are included in the calculation of the loss factors and adjusting qualitative factors to be representative of the economic cycle that we expect will impact the portfolio. Updates of the loss confirmation period are done when significant events cause us to reexamine our data.

A specific allowance is established in cases where management has identified significant conditions or circumstances related to a credit or a portfolio segment 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, or methods that include a range of probable outcomes based upon certain qualitative factors.

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

•: general economic and business conditions affecting our key lending areas;
•: credit quality trends (including trends in nonperforming loans expected to result from existing conditions);
•: collateral values;

F-23

•: loan volumes and concentrations;
•: specific industry conditions within portfolio segments;
•: recent loss experience in particular segments of the portfolio;
•: duration of the current economic cycle;
•: bank regulatory examination results; and
•: findings of our internal credit examiners.

We review these conditions quarterly 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 conditions 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 allowances for credit losses are based upon estimates of probable losses inherent in the loan portfolio and certain off-balance sheet commitments. 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 individually graded loans is designed to be self-correcting by taking into account our loss experience over prescribed periods. In addition, by basing the loan loss factors over a period reflective of an economic cycle, recent loss data that may not be reflective of prospective losses going forward will not have an undue influence on the calculated loss factors.

The following table reflects the related allowance for loan losses allocated to a loan category at the period end and percentage of the allocation to the period end loan balance of that loan category, as set forth in the "Loans" table on page F-20.

						December 31,
(Dollars in thousands)						December 31,
(Dollars in thousands)						2003				2004				2005
	Commercial, financial, and industrial					$	213,906	2.40	%	$	182,877	1.84	%	$	169,700	1.48	%
	Construction						14,000	1.27			14,843	1.31			19,800	1.37
	Mortgage:
		Residential					2,200	0.03			2,900	0.03			3,400	0.03
		Commercial					24,756	0.59			83,414	1.54			72,500	1.28

			Total mortgage				26,956	0.23			86,314	0.58			75,900	0.44
		Consumer:
			Installment				3,000	0.37			2,400	0.31			1,900	0.21
			Revolving lines of credit				2,400	0.20			2,400	0.15			2,000	0.12

				Total consumer			5,400	0.26			4,800	0.20			3,900	0.16
	Lease financing						29,800	4.49			27,634	4.54			17,200	2.97

				Total allocated allowance			290,062	1.19			316,468	1.09			286,500	0.87
Unallocated							172,948				82,688				65,032

					Total allowance for loan losses	$	463,010	1.90	%	$	399,156	1.37	%	$	351,532	1.06	%

F-24

													Increase (Decrease) Years Ended December 31,
					December 31,								2007 versus 2006
(Dollars in thousands)					December 31,								2007 versus 2006
(Dollars in thousands)					2006				2007				Amount			Percent
	Commercial, financial, and industrial				$	150,600	1.16	%	$	172,800	1.19	%	$	22,200		15	%
	Construction					34,600	1.59			57,300	2.38			22,700		66
	Mortgage:
		Residential				3,700	0.03			4,100	0.03			400		11
		Commercial				73,600	1.22			70,900	1.01			(2,700	)	(4	)

			Total mortgage			77,300	0.42			75,000	0.36			(2,300	)	(3	)
	Consumer:
		Installment				1,200	0.11			2,900	0.22			1,700		142
		Revolving lines of credit				1,800	0.13			3,700	0.28			1,900		106

			Total consumer			3,000	0.12			6,600	0.25			3,600		120
	Lease financing					6,500	1.12			6,100	0.93			(400	)	(6	)

			Total allocated allowance			272,000	0.74			317,800	0.77			45,800		17
Unallocated						59,077				84,926				25,849		44

				Total allowance for loan losses	$	331,077	0.90	%	$	402,726	0.98	%	$	71,649		22	%

Comparison of the Total Allowances and Related Provisions for Credit Losses

At December 31, 2005, 2006 and 2007, our total allowances for credit losses were 744 percent, 987 percent, and 885 percent of total nonaccrual loans, respectively. At December 31, 2005, 2006 and 2007, our total allowances for loan losses were 597 percent, 792 percent and 723 percent of total nonaccrual loans, respectively. In addition, the allowances incorporate the results of measuring impaired loans as provided in SFAS No. 114 and SFAS No. 118. These accounting standards prescribe the measurement methods, income recognition and disclosures related to impaired loans. At December 31, 2007, total impaired loans were $56 million and the associated impairment allowance was $11 million, compared with total impaired loans of $27 million and an associated impairment allowance of $3 million at December 31, 2006, and total impaired loans of $59 million and an associated impairment allowance of $13 million at December 31, 2005.

At December 31, 2007, the allowance for losses on off-balance sheet commitments was $90 million, resulting in an increase of $9 million from 2006. At December 31, 2006, the allowance for losses on off-balance sheet commitments was $81 million, resulting in a $5 million reversal of allowance from 2005. At December 31, 2005, the allowance for losses on off-balance sheet commitments was $86 million, an increase of $4 million from 2004. Funded loans and off-balance sheet commitments are considered together when determining the adequacy of the allowances for credit losses as a whole.

During 2005, 2006 and 2007, there were no material changes in estimation methods or assumptions that affected our methodology for assessing the appropriateness of the formula and specific or unallocated allowances for credit losses, except for the refinement in estimates and assumptions regarding the effects of economic and business conditions on borrowers and other factors, which affected the assessment of the unallocated allowance.

As a result of management's assessment of factors, including the credit quality of our loan portfolio, the adverse impact of a significant slowdown in the housing market, and growth and changes in the composition of the loan portfolio, we recorded a provision for loan losses of $81 million in 2007, compared to a reversal of allowance for loan losses of $5 million in 2006.

F-25

The following table sets forth the components of the allowances for credit losses.

									Increase (Decrease) December 31, 2007 From December 31, 2006
			December 31,
(Dollars in millions)			December 31,
(Dollars in millions)			2005		2006		2007		Amount		Percent
Allocated allowance:
	Formula		$	356	$	347	$	395	$	48	14	%
	Specific			17		6		12		6	100

		Total allocated allowance		373		353		407		54	15
Unallocated allowance				65		59		86		27	46

Total allowances for credit losses			$	438	$	412	$	493	$	81	20	%

Changes in the Formula and Specific Allowances

The increase in the formula allowance from December 31, 2006 was primarily due to the impact of an increase in criticized credits (as defined below), including those increases related to the deterioration in business conditions for the homebuilder industry.

The specific allowance increase from December 31, 2006 to December 31, 2007 was primarily reflective of an increase in nonaccrual loans and the amount of loss inherent in the exposure. At December 31, 2006, the specific allowance decreased from December 31, 2005 primarily reflective of decreases in nonaccrual loans and the amount of loss inherent in the exposure.

The total allocated allowance includes the allowance for losses related to off-balance sheet exposures such as unfunded commitments and letters of credit.

At December 31, 2007, the allocated portion of the allowances for credit losses included $124 million related to special mention and classified credits (criticized credits), compared to $58 million at December 31, 2006 and $82 million at December 31, 2005. Special mention and classified credits are those that are internally risk graded as "special mention," "substandard" or "doubtful." Special mention credits are potentially weak, as the borrower has begun to exhibit deteriorating trends, which, if not corrected, could jeopardize repayment of the loan and result in further downgrade. Substandard credits have well-defined weaknesses, which, if not corrected, could jeopardize the full satisfaction of the debt. A credit classified as "doubtful" has critical weaknesses that make full collection improbable.

Changes in the Unallocated Allowance

The following table identifies the components of the unallocated allowance and the range of inherent loss.

	December 31, 2005						December 31, 2006						December 31, 2007
(Dollars in millions) Concentration	December 31, 2005						December 31, 2006						December 31, 2007
(Dollars in millions) Concentration	Commitments⁽¹⁾		Low		High		Commitments⁽¹⁾		Low		High		Commitments⁽¹⁾		Low		High
Real Estate	$	8,728	$	8	$	18	$	10,183	$	8	$	20	$	11,848	$	30	$	54
Fuel Prices		43,557		8		34		48,264		3		14		54,250		3		12
Concentrated Sales		2,175		4		7		2,301		7		12		2,086		7		12
Contractors		987		3		5		844		5		7		1,021		5		7
Material/Supplies		—		—		—		—		—		—		499		3		6
Advertising Dependents		—		—		—		1,059		2		4		879		2		4
Retail		2,118		1		3		2,416		1		2		2,571		1		2
Leasing		586		3		6		591		3		6		—		—		—

Total Attributed			$	27	$	73			$	29	$	65			$	51	$	97

⁽¹⁾: Includes loans outstanding and unused commitments.

F-26

At December 31, 2007, the unallocated allowance increased from December 31, 2006. The reasons for the increase, and for which an unallocated allowance was warranted, follow.

In our assessment as of December 31, 2007, management focused, in particular, on the factors and conditions set out below. There can be no assurance that the adverse impact of any of these conditions on us will not be in excess of the ranges set forth.

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

In certain cases, we believe that credit migration is likely to be somewhat more severe than the long-run average, but a greater share of the inherent probable loss associated with this credit migration is captured in the allocated allowance. The following describes the specific conditions we considered.

•: With respect to commercial real estate, we considered the significant weakening in the residential building market.
•: With respect to fuel prices, we considered the ability of borrowers to absorb higher fuel prices without anticipated negative effects, the prospects of high costs of oil and petroleum products and the impact across virtually all sectors of the economy.
•: With respect to concentrated sales, which include suppliers of "big box" stores and other companies that generate 15 percent or more of their revenues from one customer, we considered the increased pricing pressure and competition among suppliers to the large "big box" retailers.
•: With respect to contractors, we considered the decline in the residential housing market, as well as potential problems in commercial real estate created by the housing-related credit tightening.
•: With respect to building material suppliers, we considered the weakness in the homebuilding industry, including weak home sales, and the effects on suppliers.
•: With respect to our customers whose revenues are dependent on advertising, we considered the pressures on earnings of newspapers and radio and television stations due to decreases in advertising sale revenues.
•: With respect to retailers, we considered lower than expected sales results especially during the recent holiday period, with retailers reporting either nominal gains or declines in same store sales, and specific concerns among certain retail segments.
•: With respect to leasing, we considered the improving outlook for airlines, which are benefiting from higher capacity utilization.

At December 31, 2006, the unallocated allowance declined from December 31, 2005. The reasons for the decrease, and for which an unallocated allowance was warranted, follow.

•: With respect to residential real estate construction, we considered the impact of significant weakness in the residential real estate market.
•: With respect to fuel prices, we considered the decline in the prices of oil and petroleum products experienced during the latter portion of 2006, and the impact across all sectors of the economy.

F-27

•: With respect to concentrated sales, we considered the increasing pricing pressures and competition among suppliers to the large "big box" retailers.
•: With respect to contractors, we considered the continued slowdown in the residential construction markets.
•: With respect to leasing, we considered the improving outlook for airlines, which are benefiting from improving fuel pricing and capacity utilization, as well as some weakness in the utilities sector.
•: With respect to customers whose revenues are dependent on advertising, we considered the impact of declining newspaper, radio and television advertising sales revenues and declining newspaper circulation totals.
•: With respect to retailers, we considered mixed sales results especially during the recent holiday period, with retailers reporting modest gains in same store sales, and specific concerns among certain retail segments.

F-28

Change in the Total Allowances for Credit Losses

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

																			Increase (Decrease) December 31, 2007 From:
				Years Ended December 31,															December 31, 2006
(Dollars in thousands)				Years Ended December 31,															December 31, 2006
(Dollars in thousands)				2003			2004			2005			2006			2007			Amount			Percent
Balance, beginning of period⁽²⁾				$	553,090		$	463,010		$	399,156		$	351,532		$	331,077		$	(20,455	)	(6	)%
Loans charged off:
	Commercial, financial and industrial				159,611			70,107			19,962			36,520			12,177			(24,343	)	(67	)
	Construction				—			765			118			—			—			—		—
	Mortgage				7,286			43			2,071			336			92			(244	)	(73	)
	Consumer				9,657			6,397			4,532			3,777			6,335			2,558		68
	Lease financing				33,032			2,361			19,862			22			—			(22	)	(100	)

		Total loans charged off			209,586			79,673			46,545			40,655			18,604			(22,051	)	(54	)
Recoveries of loans previously charged off:
	Commercial, financial and industrial				45,822			50,432			47,526			19,135			6,953			(12,182	)	(64	)
	Construction				—			118			34			—			—			—		—
	Mortgage				150			1,702			73			73			336			263		nm
	Consumer				3,673			1,971			1,716			1,513			1,082			(431	)	(28	)
	Lease financing				446			1,374			206			4,486			118			(4,368	)	(97	)

		Total recoveries of loans previously charged off			50,091			55,597			49,555			25,207			8,489			(16,718	)	(66	)

			Net loans charged off (recovered)		159,495			24,076			(3,010	)		15,448			10,115			(5,333	)	(35	)
(Reversal of) provision for loan losses					58,999			(58,232	)		(50,683	)		(5,000	)		81,000			(86,000	)	(1,720	)
Foreign translation adjustment and other net additions (deductions)⁽¹⁾					10,416			18,454			49			(7	)		764			771		nm

Ending balance of allowance for loan losses				$	463,010		$	399,156		$	351,532		$	331,077		$	402,726		$	71,649		22
Allowance for losses on off-balance sheet commitments⁽²⁾					69,900			82,375			86,375			81,374			90,374			9,000		11

Allowances for credit losses				$	532,910		$	481,531		$	437,907		$	412,451		$	493,100		$	80,649		20

Allowances for loan losses to total loans⁽³⁾					1.90	%		1.37	%		1.06	%		0.90	%		0.98	%
Allowances for credit losses to total loans⁽⁴⁾					2.19			1.65			1.32			1.12			1.20
(Reversal of) provision for loan losses to net loans charged off (recovered)					36.99			(241.87	)		nm			(32.37	)		800.79
Net loans charged off (recovered) to average total loans					0.64			0.09			(0.01	)		0.04			0.03

⁽¹⁾: Includes $5.7 million related to the Business Bancorp acquisition and $12.6 million related to the Jackson Federal Bank acquisition, both acquired in 2004. Also includes $10.3 million related to the Monterey Bay Bank acquisition in 2003.
⁽²⁾: For all periods presented, the allowance and provision for loan losses have been restated to exclude the portion of the allowance and provision relating to off-balance sheet commitment losses. The restated balance of the allowance for loan losses at December 31, 2002 and 2003 was $553,090, and 463,010, respectively.
⁽³⁾: The allowance for loan losses ratios are calculated using the allowance for loan losses against end of period total loans or total nonperforming loans, as appropriate. These ratios relate to continuing operations only.
⁽⁴⁾: The allowance for credit losses ratios are calculated using the sum of the allowances for loan losses and for losses on off-balance sheet commitments against end of period total loans or total nonperforming loans, as appropriate. These ratios relate to continuing operations only.

nm - not meaningful

F-29

Total loans charged off in 2005, 2006 and 2007 decreased from each prior year. Lease charge offs in 2005 related primarily to several commercial aircraft leases. Charge offs reflect the realization of losses in the portfolio that were recognized previously through provisions for credit losses.

Loan recoveries in 2007 decreased from 2006 as a result of declining charge offs in the previous years. Also, loan recoveries in 2006 decreased from 2005, which included a single large commercial loan recovery in 2005 totaling over $9 million. Fluctuations in loan recoveries from year-to-year are due to variability in timing of recoveries and tend to trail the periods in which charge offs are recorded.

Nonperforming Assets

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

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

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

F-30

The following table sets forth an analysis of nonperforming assets.

																	Increase (Decrease) December 31, 2007 From:
		December 31,															December 31, 2006
(Dollars in thousands)		December 31,															December 31, 2006
(Dollars in thousands)		2003			2004			2005			2006			2007			Amount			Percent
Commercial, financial and industrial		$	190,404		$	58,538		$	50,073		$	7,552		$	29,293		$	21,741		nm	%
Construction			—			2,622			—			—			13,662			13,662		nm
Mortgage—Commercial			38,354			26,519			8,819			19,187			12,775			(6,412	)	(33.4	)
Lease financing			51,603			54,894			—			15,047			—			(15,047	)	(100.0	)

	Total nonaccrual loans		280,361			142,573			58,892			41,786			55,730			13,944		33.4
Foreclosed assets			5,689			7,282			2,753			579			795			216		37.3

	Total nonperforming assets	$	286,050		$	149,855		$	61,645		$	42,365		$	56,525		$	14,160		33.4

Allowances for loan losses		$	463,010		$	399,156		$	351,532		$	331,077		$	402,726		$	71,649		21.6	%

Allowances for credit losses		$	532,910		$	481,531		$	437,907		$	412,451		$	493,100		$	80,649		19.6	%

Nonaccrual loans to total loans			1.15	%		0.49	%		0.18	%		0.11	%		0.14	%
Allowance for loan losses to nonaccrual loans⁽¹⁾			165.15			279.97			596.91			792.32			722.64
Allowances for credit losses to nonaccrual loans⁽²⁾			190.08			337.74			743.58			987.06			884.80
Nonperforming assets to total loans, distressed loans held for sale, and foreclosed assets			1.17			0.51			0.19			0.12			0.14
Nonperforming assets to total assets			0.67			0.31			0.12			0.08			0.10

⁽¹⁾: The allowance for loan losses to nonaccrual loans ratios are calculated using the allowances for loan losses against end of period total nonaccrual loans. These ratios relate to continuing operations only.
⁽²⁾: The allowances for credit losses to nonaccrual loans ratios are calculated using the sum of the allowances for loan losses and for losses on off-balance sheet commitments against end of period total nonaccrual loans. These ratios relate to continuing operations only.

nm - not meaningful

The increase in nonaccrual loans from December 31, 2006 to December 31, 2007 was primarily due to an increase in nonperforming real estate loans, an energy-related company loan and a healthcare company loan, partially offset by higher loan paydowns and improving credit quality elsewhere in the portfolio. During 2007, we sold approximately $3 million of nonperforming loans compared to approximately $26 million in 2006, which reduced our credit exposures. Losses from these sales were reflected in charge offs.

F-31

The following table sets forth an analysis of loans contractually past due 90 days or more as to interest or principal and still accruing, but not included in nonaccrual loans above.

													Increase (Decrease) December 31, 2007 From
			December 31,										December 31, 2006
(Dollars in thousands)			December 31,										December 31, 2006
(Dollars in thousands)			2003		2004		2005		2006		2007		Amount			Percent
Commercial, financial and industrial			$	893	$	1,315	$	187	$	3,085	$	3,797	$	712		23.1	%
Construction				—		—		677		—		—		—		—
Mortgage:
	Residential			1,878		1,385		2,784		2,359		13,359		11,000		nm
	Commercial			—		—		499		2,155		—		(2,155	)	(100.0	)

		Total mortgage		1,878		1,385		3,283		4,514		13,359		8,845		nm
Consumer and other				1,123		1,157		819		1,706		2,982		1,276		74.8

	Total loans 90 days or more past due and still accruing		$	3,894	$	3,857	$	4,966	$	9,305	$	20,138	$	10,833		nm	%

nm - not meaningful

Residential mortgage loans contractually past due 90 days or more at December 31, 2007 included $12.5 million of loans in foreclosure with an average current loan-to-value ratio of 71 percent.

Interest Foregone

If interest that was due on the book balances of all nonaccrual and restructured loans (including loans that were, but are no longer, on nonaccrual) had been accrued under their original terms, we would have recognized $9.0 million of interest income in 2007.

After designation as a nonaccrual loan, we recognized interest income on a cash basis of $3.6 million and $3.9 million for loans that were on nonaccrual status at December 31, 2006 and 2007, respectively.

Securities

Management of the securities portfolio involves the maximization of return while maintaining prudent levels of quality, market risk and liquidity. At December 31, 2007, approximately 99 percent of our securities, based upon carrying value, were investment grade. The amortized cost, gross unrealized gains, gross unrealized losses and fair values of securities are detailed in Note 3 to our Consolidated Financial Statements included in this Annual Report.

Our securities available for sale are recorded at fair value with the change in fair value recognized in accumulated other comprehensive income. The two largest components of our securities available for sale are $6.6 billion for Asset and Liability Management (ALM) purposes and $1.8 billion of CLOs. ALM securities are valued at fair value by a pricing service whose prices can be corroborated by recent security trading activities.

All of our CLO securities are known as "Cash Flow CLOs." A Cash Flow CLO is a structured finance product that securitizes a diversified pool of loan assets into multiple classes of notes from the cash flows generated by such loans. Cash Flow CLOs repay the note holders through the receipt of interest and principal repayments from the underlying loans unlike other types of CLOs that repay note holders through the trading and sale of underlying collateral. At December 31, 2007, the fair value of our CLO securities had declined by approximately $213.0 million from December 31, 2006. Our values are based upon indicative broker quotes. These broker quotes are derived from pricing models whose assumptions are based upon observable inputs. The two main reasons for the decline were widening credit spreads and a general lack of liquidity in the marketplace, precipitated by the subprime lending crisis. At December 31, 2007, 98.6% of our CLO securities were rated single-A or better by two of the three major rating agencies. Since no observable credit quality

F-32

issues were present in our CLO portfolio at December 31, 2007, and we have the ability and intent to hold the CLO securities until recovery of the carrying value, which could be maturity, we consider the unrealized loss to be temporary.

Analysis of Securities Available for Sale

The following table shows the remaining contractual maturities and expected yields of the securities available for sale based upon amortized cost at December 31, 2007. The fair value of our securities available for sale portfolio at December 31, 2006 was $8.8 billion, compared to $8.5 billion at December 31, 2007.

Included in our securities available for sale portfolios at both December 31, 2006 and 2007 were securities used for ALM purposes of $6.6 billion. These securities had an expected weighted average maturity of 2.8 years and 3.0 years, respectively.

Securities Available For Sale

		December 31, 2007 Maturity
		One Year or Less				Over One Year Through Five Years				Over Five Years Through Ten Years				Over Ten Years				Total Amortized Cost
(Dollars in thousands)		One Year or Less				Over One Year Through Five Years				Over Five Years Through Ten Years				Over Ten Years				Total Amortized Cost
(Dollars in thousands)		Amount		Yield		Amount		Yield		Amount		Yield		Amount		Yield		Amount		Yield
U.S. Treasury		$	1,008	3.32	%	$	—	—	%	$	—	—	%	$	—	—	%	$	1,008	3.32	%
Other U.S. government			145,800	3.21			558,591	5.10			—	—			—	—			704,391	4.71
Mortgage-backed securities⁽¹⁾⁽²⁾			981	6.03			2,310	5.62			1,851,440	4.11			3,879,106	5.10			5,733,837	4.78
State and municipal			1,848	7.42			10,828	7.11			16,463	3.99			24,555	4.83			53,694	5.12
Asset-backed and debt securities			—	—			94,471	4.00			1,087,728	6.00			975,256	5.90			2,157,455	5.87
Equity securities⁽³⁾											—	—			—	—			12,564	—
Foreign securities			1,393	4.37			—	—			—	—			—	—			1,393	4.37

	Total securities available for sale	$	151,030	3.29	%	$	666,200	4.98	%	$	2,955,631	4.80	%	$	4,878,917	5.26	%	$	8,664,342	5.04	%

⁽¹⁾: Although the mortgage-backed securities have been ascribed to periods based upon their contractual maturities, principal payments are received prior to maturity because borrowers have the right to repay their obligations at any time.
⁽²⁾: See discussion of expected duration in "Quantitative and Qualitative Disclosures About Market Risk."
⁽³⁾: Equity securities do not have a stated maturity and are included in the total column only.

F-33

Loan Maturities

The following table presents our loans by contractual maturity except for loans held for sale, which are presented based on the period when the sale is expected to take place.

					December 31, 2007
(Dollars in thousands)					One Year or Less		Over One Year Through Five Years		Over Five Years		Total
	Commercial, financial and industrial				$	3,618,179	$	8,998,589	$	1,946,709	$	14,563,477
	Construction					1,195,651		1,203,327		7,751		2,406,729
	Mortgage:
		Residential				65,974		10,304		13,750,963		13,827,241
		Commercial				418,320		1,905,911		4,697,068		7,021,299

			Total mortgage			484,294		1,916,215		18,448,031		20,848,540
	Consumer:
		Installment				6,141		68,661		1,252,546		1,327,348
		Revolving lines of credit				1,175,073		156,712		2,347		1,334,132

			Total consumer			1,181,214		225,373		1,254,893		2,661,480
	Lease financing					847		51,881		601,739		654,467

			Total loans held to maturity			6,480,185		12,395,385		22,259,123		41,134,693
			Total loans held for sale			64,843		—		4,652		69,495

			Total loans		$	6,545,028	$	12,395,385	$	22,263,775	$	41,204,188

				Allowance for loan losses								402,726

			Loans, net								$	40,801,462

Total fixed rate loans due after one year											$	7,771,421
Total variable rate loans due after one year												26,887,739

			Total loans due after one year								$	34,659,160

Time Deposits of $100,000 and Over

The following table presents domestic time deposits of $100,000 and over by maturity.

(Dollars in thousands)		December 31, 2007
Three months or less		$	6,769,248
Over three months through six months			689,264
Over six months through twelve months			193,273
Over twelve months			75,892

	Total domestic time deposits of $100,000 and over	$	7,727,677

We offer certificates of deposit and other time deposits of $100,000 and over at market rates of interest. A large portion of these deposits are offered to customers, both public and private, who have done business with us for an extended period. Based on our historical experience, we expect that as these deposits mature, the majority will continue to be renewed at market rates of interest.

F-34

Borrowed Funds

The following table presents information on our borrowed funds.

				December 31,
(Dollars in thousands)				December 31,
(Dollars in thousands)				2005			2006			2007
Federal funds purchased and securities sold under repurchase agreements with weighted average interest rates of 3.97%, 5.18% and 4.29% at December 31, 2005, 2006 and 2007, respectively⁽¹⁾				$	651,529		$	1,083,927		$	1,631,602
Commercial paper, with weighted average interest rates of 3.60%, 4.99%, and 4.25% at December 31, 2005, 2006 and 2007, respectively					680,027			1,661,163			1,266,656
Other borrowed funds:
	Federal Home Loan Bank borrowings, with weighted average interest rates of 7.06%, 6.77% and 4.52% at December 31, 2005, 2006 and 2007, respectively				5,800			1,000			949,000
	Term federal funds purchased, with weighted average interest rates of 4.29%, 5.37% and 4.79% at December 31, 2005, 2006 and 2007, respectively				2,000			351,700			805,970
	All other borrowed funds, with weighted average interest rates of 4.13%, 4.26% and 5.23% at December 31, 2005, 2006 and 2007, respectively				126,685			79,701			120,653

			Total borrowed funds	$	1,466,041		$	3,177,491		$	4,773,881

Federal funds purchased and securities sold under repurchase agreements:
	Maximum outstanding at any month end			$	2,285,569		$	1,083,927		$	1,823,872
	Average balance during the year				898,107			701,614			1,142,487
	Weighted average interest rate during the year⁽¹⁾				2.88	%		4.80	%		4.93	%
Commercial paper:
	Maximum outstanding at any month end			$	1,390,504		$	1,859,747		$	1,875,647
	Average balance during the year				1,086,088			1,582,226			1,549,681
	Weighted average interest rate during the year				2.92	%		4.74	%		4.92	%
Other borrowed funds:
	Federal Home Loan Bank borrowings:
		Maximum outstanding at any month end		$	7,300		$	5,800		$	949,000
		Average balance during the year			7,219			2,657			35,312
		Weighted average interest rate during the year			6.41	%		8.05	%		4.59	%
	Term federal funds purchased:
		Maximum outstanding at any month end		$	215,000		$	703,310		$	2,005,340
		Average balance during the year			57,695			217,646			716,115
		Weighted average interest rate during the year			3.01	%		5.28	%		5.25	%
	All other borrowed funds:
		Maximum outstanding at any month end		$	144,038		$	172,858		$	120,653
		Average balance during the year			103,306			74,674			62,151
		Weighted average interest rate during the year			3.98	%		4.89	%		5.94	%

⁽¹⁾: Weighted average interest rates provided relate to external funding and do not reflect expenses (earnings) allocated on net funding to discontinued operations. For further information, see Note 2 to our Consolidated Financial Statements included in this Annual Report.

F-35

Capital Adequacy, Dividends and Share Repurchases

Capital Adequacy and Capital Management

We strive to maintain strong capital levels, to use capital effectively and to return excess capital to our stockholders.

We have historically maintained capital levels in excess of those levels required by bank regulators and above industry averages. Strong capital improves our ability to absorb unanticipated losses and contributes to higher ratings by bank regulatory agencies and credit rating agencies.

We strive to use our capital effectively, with our first priority to support our long-term growth and strategic positioning. Capital is used to fund loan growth and other balance sheet growth, to reinvest in our core businesses and to fund strategic acquisitions. Capital is also employed to pay a competitive dividend to our stockholders and to periodically increase the dividend. When we possess capital in excess of core business and dividend requirements, we have often employed some of that excess capital to repurchase common stock.

Our primary source of capital is income generated by our operations. In addition, we have generated capital from common stock issued in connection with acquisitions and with employee stock option exercises, to the extent that amounts were not recognized in net income, and from the net proceeds of asset sales and business divestitures.

We are subject to minimum capital requirements at both the bank and holding company levels, as defined by our bank regulators. We have historically maintained capital levels well above the minimum thresholds and, where applicable, in excess of the thresholds established by the banking regulators to identify "well-capitalized" institutions.

In addition, we monitor a variety of US GAAP capital measures and hybrid capital measures to maintain capital levels consistent with our goals. These measures include the tangible common equity ratio and various capital metrics favored by the major credit rating agencies. We analyze these ratios relative to our current financial position, our projected financial position and peer banks.

Dividends

We strive to pay our stockholders a competitive dividend, while maintaining a conservative payout ratio. We review our dividend rate quarterly in conjunction with a quarterly review of capital. We have elected to increase the dividend rate several times in recent years, reflecting our strong capital levels and expectations of solid capital generation going forward.

Share repurchases

In recent years, we have elected to return a significant amount of excess capital to our stockholders in the form of share repurchases. Our share repurchase activity has reflected our confidence in our ability to maintain healthy rates of new capital generation, as well as a surplus of capital beyond our core business and dividend requirements. While our capital levels remain strong, the current banking environment is marked by elevated operating risks and uncertainties. Given the current environment, and consistent with our conservative capital management philosophy, we do not expect to execute material share repurchases until the operating outlook improves.

As compared to dividends, share repurchases are highly flexible, allowing management to return excess capital in times of surplus, or to eliminate repurchases altogether if superior strategic opportunities to deploy excess capital exist.

F-36

Regulatory Capital

The following table, which includes assets of discontinued operations, summarizes our risk-based capital, risk-weighted assets, and risk-based capital ratios.

	December 31,
(Dollars in thousands)	December 31,															Minimum Regulatory Requirement
(Dollars in thousands)	2003			2004			2005			2006			2007			Minimum Regulatory Requirement
Capital Components
Tier 1 capital	$	3,747,884		$	3,817,698		$	4,178,160		$	4,333,865		$	4,533,763
Tier 2 capital		936,189			968,294			876,713			1,509,338			1,590,160

Total risk-based capital	$	4,684,073		$	4,785,992		$	5,054,873		$	5,843,203		$	6,123,923

Risk-weighted assets	$	33,133,407		$	39,324,859		$	45,540,448		$	49,904,203		$	54,606,527

Quarterly average assets	$	41,506,828		$	47,168,683		$	49,789,877		$	51,353,681		$	54,843,792

Capital Ratios
Total risk-based capital		14.14	%		12.17	%		11.10	%		11.71	%		11.21	%	8.0	%
Tier 1 risk-based capital		11.31			9.71			9.17			8.68			8.30		4.0
Leverage ratio⁽¹⁾		9.03			8.09			8.39			8.44			8.27		4.0

⁽¹⁾: Tier 1 capital divided by quarterly average assets (excluding certain intangible assets).

We and the Bank are subject to various regulations of the federal banking agencies, including minimum capital requirements. We are both required to maintain minimum ratios of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to quarterly average assets (the Leverage ratio).

The decrease in the Total capital ratio from December 31, 2006 was primarily due to an increase in our risk-weighted assets stemming from growth in our loan portfolio and unfunded commitments, partially offset by an increase in total risk-based capital, which resulted from our net income, less dividends and stock repurchases. The decrease in the Tier 1 capital ratio was primarily due to the $4.7 billion growth in risk-weighted assets during 2007. The decrease in our Leverage ratio was primarily due to the increase in our quarterly average assets resulting from the growth in our loan portfolio.

As of December 31, 2007, the most recent notification from the Office of the Comptroller of the Currency (OCC) categorized the Bank as "well-capitalized." This means that the Bank met all regulatory requirements of "well-capitalized" institutions, which are 10 percent for the Total risk-based capital ratio, 6 percent for the Tier 1 risk-based capital ratio and 5 percent for the Leverage ratio.

Quantitative and Qualitative Disclosures About Market Risk

Our exposure to market risk primarily exists in interest rate risk in our non-trading balance sheet and, to a much lesser degree, in price risk in our trading portfolio for our customer-focused trading and sales activities. The objective of market risk management is to mitigate any undue adverse impact on earnings and capital arising from changes in interest rates and other market variables and to ensure the Bank has adequate sources of liquidity. This risk management objective supports our broad objective of enhancing shareholder value, which encompasses stable earnings growth over time and capital stability. During 2007, the Bank's structure for governing trading risk was enhanced by expanding the involvement of Executive Management in the process.

The Board of Directors, through its Finance and Capital Committee, approves our Asset and Liability Management, Investment and Derivatives Policy (ALM Policy), which governs the management of market risk and guides our investment, derivatives and trading activities. The ALM Policy establishes the Bank's risk tolerance guidelines by outlining standards for measuring market risk, creates Board-level limits for specific market risks, establishes guidelines for reporting market risk and requires independent review and oversight of market risk activities.

F-37

In an effort to ensure that the Bank has an effective process to identify, measure, monitor and manage market risk, the ALM Policy requires the Bank to establish an Asset Liability Management Committee (ALCO), which is comprised of the members of the CEO Forum and the Treasurer. ALCO provides the broad and strategic guidance of market risk management by formulating high-level strategies for market risk management and defining the risk/return direction for the Bank, and by approving the investment, derivatives and trading policies that govern the Bank's activities. ALCO is also responsible for the ongoing management of market risk and approves specific risk management programs, including those related to interest rate hedging, investment securities, wholesale funding and trading activities.

The Treasurer is primarily responsible for the implementation of risk management strategies approved by ALCO and for operational management of market risk through the funding, investment and derivatives hedging activities of Corporate Treasury. The managers of the Global Markets Division and the Capital Markets Division are responsible for operational management of price risk through the trading activities conducted in their respective divisions. The Market Risk Monitoring (MRM) unit is responsible for the monitoring of market risk and MRM functions independently of all operating and management units.

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

Interest Rate Risk Management (Other Than Trading)

ALCO monitors interest rate risk monthly through a variety of modeling techniques that are used to quantify the sensitivity of Net Interest Income (NII) and of Economic Value of Equity (EVE) to changes in interest rates. As directed by ALCO, and in consideration of the importance of our demand deposit accounts as a funding source, NII is adjusted in the policy risk measure to incorporate the effect of certain noninterest income and expense items related to these deposits that are nevertheless sensitive to changes in interest rates. NII, so adjusted, is termed Economic NII. In managing interest rate risk, ALCO monitors NII sensitivity on both an adjusted ("Economic") and an unadjusted ("Accounting") basis over various time horizons and in response to a variety of interest rate changes.

Our NII policy measure involves a simulation of "Earnings-at-Risk" (EaR) in which we estimate the impact that gradual, ramped-on parallel shifts in the yield curve would have on earnings over a 12-month horizon, given our projected balance sheet profile. We measure and monitor our interest rate risk profile using two calculations of EaR: Accounting NII-at-Risk and Economic NII-at-Risk, the latter adjusted for the noninterest items described above. Under the policy limits, the negative change in simulated Economic NII in either the up or down 200 basis point shock scenarios may not, except on a temporary basis, exceed 4 percent of Economic NII as measured in the no interest rate change base case scenario.

Our EaR simulations use a 12-month projected balance sheet in order to model the impact of interest rate changes. 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.

During 2007, our interest rate risk profile remained neutral to slightly liability sensitive primarily as a result of trends in our unhedged, core balance sheet including wholesale funding replacing declining core deposit balances and to a lesser degree from hedge programs executed during the year. During 2007, we added $2.9 billion of new floor hedges to reduce our downside asset-sensitivity (see discussion of "ALM Derivatives" below).

At December 31, 2007, NII sensitivity was slightly liability sensitive to parallel rate shifts. A +200 basis point parallel shift would reduce 12-month Economic NII by 0.93 percent, while a similar downward shift would increase it by 1.87 percent. During the fourth quarter of 2007, ALCO approved certain enhancements to the existing deposit rate model for business demand deposit accounts. These enhancements increased the

F-38

stability of the Economic NII model and slightly reduced the liability sensitivity of the Economic NII risk profile of the Bank. We caution that ongoing enhancements to our interest rate risk modeling may make prior-year comparisons of Economic NII less meaningful. Economic NII adjusts our reported NII for the effect of certain noninterest bearing deposit related fee and expense items. Those adjustment items are innately liability sensitive, meaning that reported NII is less liability sensitive than Economic NII.

Economic NII

(Dollars in millions)	December 31, 2006			December 31, 2007
+200 basis points	$	(7.0	)	$	(17.4	)
as a percentage of base case NII		(0.37	)%		(0.93	)%
-200 basis points	$	20.5		$	35.2
as a percentage of base case NII		1.09	%		1.87	%

The above table is presented on a continuing operations basis, with all assets and liabilities associated with the disposal of the international correspondent banking business eliminated for December 31, 2006 and 2007 and with all assets and liabilities associated with the disposal of the retirement recordkeeping business eliminated for December 31, 2007. We believe that this approach provides the best representation of our risk profiles.

In the case of non-parallel yield curve changes, our Economic NII is liability sensitive to changes in short-term rates (with long-term rates held constant) and asset sensitive to changes in long-term rates (with short-term rates held constant). In other words, our Economic NII will benefit from curve steepening with short rates dropping and will contract from the curve further inverting with long rates dropping.

In addition to EaR, we measure the sensitivity of EVE to interest rate shocks. EVE-at-Risk is reviewed and monitored for its compliance with ALCO guidelines. Our EVE-at-Risk at December 31, 2007, reflects a higher risk exposure to rising rates than December 31, 2006. Additionally, our EVE-at-Risk shows a moderate risk exposure to rising rates compared to a minimal risk exposure to falling rates.

We believe that, together, our NII and EVE simulations provide management with a reasonably comprehensive view of the sensitivity of our operating results and value profile to changes in interest rates, at least over the measurement horizon. However, as with any financial model, the underlying assumptions are inherently uncertain and subject to refinement as modeling techniques and theory improve and historical data becomes more readily accessible. Consequently, our simulation models cannot predict with certainty how rising or falling interest rates might impact net interest income. Actual and simulated results will differ to the extent there are variances between actual and assumed interest rate changes, balance sheet volumes and management strategies, among other factors. Key underlying assumptions include prepayment speeds on mortgage-related assets, changes in market conditions, loan volume and pricing, deposit volume and price sensitivity, customer preferences and cash flows and maturities of derivative financial instruments.

ALM Activities

During 2007, our unhedged, core balance sheet became less asset sensitive compared to 2006. The change in the risk profile of the core balance sheet resulted primarily from a decline in core deposit balances and increased asset growth funded by proportionally more short-term wholesale liabilities. At December 31, 2007, the core balance sheet continues to be asset sensitive meaning that the current mix of assets reprices faster than our current mix of liabilities. In managing the interest rate sensitivity of our balance sheet, we use the ALM investment securities portfolio and derivatives positions as the primary tools to adjust our interest rate risk profile, if necessary. During 2007, we reinvested proceeds from maturing ALM securities into securities with like terms and asset allocation. New derivative hedges were also added during the year as described below.

F-39

ALM Securities

At both December 31, 2006 and 2007, our available for sale securities portfolio included $6.6 billion of securities for ALM purposes. At December 31, 2007, approximately $4.3 billion of the portfolio was pledged to secure trust and public deposits and for other purposes as required or permitted by law. During 2007, we purchased approximately $1.7 billion par value of securities, while approximately $1.8 billion par value of ALM securities matured or were called.

The composition of the portfolio is expected to remain relatively stable in 2008. Based on current prepayment projections, the estimated ALM portfolio effective duration was 1.9 at December 31, 2007, compared to 2.1 at December 31, 2006. Effective duration is a measure of price sensitivity of a bond portfolio to immediate parallel shifts in interest rates. An effective duration of 1.9 suggests an expected price change of approximately minus 1.9 percent for an immediate 1.0 percent parallel increase in interest rates.

ALM Derivatives

During 2007, the ALM derivatives portfolio increased by a net $1 billion notional amount, as $2.9 billion of notional amount of LIBOR floor contracts were purchased to maintain the downside neutral to liability sensitivity of our overall risk position, offset by maturities of $1.7 billion notional amount of receive fixed interest rate swaps and $200 million notional amount in LIBOR floors.

The fair value of the ALM derivative contracts increased as the value of our receive fixed interest rate swaps and floor option contracts increased with the Federal Reserve Board's interest rate reductions in 2007, the expectation of lower future interest rates and higher volatility in interest rates. For additional discussion of derivative instruments and our hedging strategies, see Note 19 to our Consolidated Financial Statements included in this Annual Report.

The following table provides the notional value and the fair value of our ALM derivatives portfolio as of December 31, 2005, 2006 and 2007.

			December 31,
(Dollars in thousands)			December 31,							Increase / (Decrease) From December 31, 2006 to December 31, 2007
(Dollars in thousands)			2005			2006		2007
Total gross notional amount of positions held for purposes other than trading:			$	7,550,000		$	8,250,000	$	9,250,000	$	1,000,000
	Of which, interest rate swaps pay fixed rates of interest:			—			—		—		—
Fair value of positions held for purposes other than trading:
	Gross positive fair value			5,721			44,720		148,036		103,316
	Gross negative fair value			55,943			37,682		2,015		(35,667	)

		Positive (Negative) Fair value of positions, net	$	(50,222	)	$	7,038	$	146,021	$	138,983

Trading Activities

We enter into trading account activities primarily as a financial intermediary for customers and, to a minor extent, for our own account. By acting as a financial intermediary, we are able to provide our customers with access to a range of products from the securities, foreign exchange and derivatives markets. In acting for our own account, we may take positions in certain securities and foreign exchange instruments, subject to various limits in amount, tenor and other respects, with the objective of generating trading profits.

F-40

We believe that the risks associated with these positions are conservatively managed. We utilize a combination of position limits and stop-loss limits, applied at an aggregated level and to various sub-components within those limits. MRM compiles daily reports for broad distribution on positions and realized and unrealized gains or losses. Summary versions of these reports go to senior management on a daily or weekly basis and to the Market Risk Committee on a monthly basis. Positions are controlled and reported both in notional and Value-at-Risk (VaR) terms. Our calculation of VaR estimates how high the loss in fair value might be, at a 99 percent confidence level, due to an adverse shift in market prices over a period of ten business days. VaR at the trading activity level is managed within limits well below the maximum limit established by Board policy for total trading positions at 0.5 percent of stockholders' equity. The VaR model incorporates assumptions on key parameters, including holding period and historical volatility.

The following table sets forth the average, high and low VaR for our trading activities for the years ended December 31, 2006 and 2007. The decline in the Foreign Exchange VaR is primarily due to the complete repatriation of holdings of Japanese Yen and Korean Won from the liquidation of our foreign offices in 2007. The repatriation of the Taiwanese Dollar is expected to be completed in second quarter 2008. For the year ended December 31, 2007, the holding of Taiwanese Dollars is not related to the trading activities and is excluded from the reported VaR.

	December 31, 2006						December 31, 2007
(Dollars in thousands)	Average VaR		High VaR		Low VaR		Average VaR		High VaR		Low VaR
Foreign exchange	$	3,590	$	6,774	$	93	$	248	$	706	$	79
Securities		528		986		209		578		1,161		112

Consistent with our business strategy of focusing on the sale of capital markets products to customers, we manage our trading risk exposures at relatively low levels. Our foreign exchange business continues to derive the majority of its revenue from customer-related transactions. We take interbank trading positions only on a limited basis and we do not take any large or long-term strategic positions in the market for our own portfolio. Similarly, we continue to generate most of our securities trading income from customer-related transactions.

As of December 31, 2007, we had $12.6 billion notional amount of interest rate derivative contracts, which included $6.3 billion notional amount of derivative contracts entered into as an accommodation for customers. We act as an intermediary and entered into $6.3 billion notional amount of offsetting contracts with major dealers, at a credit spread, thus neutralizing substantially all of the related market risk on our customer accommodation transactions.

We market energy derivative contracts to existing energy industry customers, primarily oil and gas producers, in order to meet their hedging needs. All transactions are fully matched to remove our exposure to market risk, with income earned on the credit spread. As of December 31, 2007, we had $2.9 billion notional amount of energy derivative contracts with half of these energy derivative contacts entered into as an accommodation for customers and the remaining half entered into as matching contracts to remove our exposure to market risk on our customer accommodation transactions.

Liquidity Risk

Liquidity risk is the undue risk to the Bank's earnings and capital, which would result from the Bank's inability to meet its obligations as they come due without incurring unacceptable costs. The management of liquidity risk is governed by the ALM Policy under the oversight of ALCO. Liquidity is managed using a total balance sheet perspective that analyzes both funding capacity available through increased liabilities and liquidation of assets relative to projected demands for liquidity. The primary sources of liquidity are core deposits, asset liquidation, including securities sold under repurchase agreements and wholesale funding, which includes funds raised from interbank and other sources, both domestic and offshore. The Treasurer is responsible for operational management of liquidity through the funding and investment functions of Corporate Treasury. ALCO also maintains a Liquidity Contingency Plan, that identifies actions to be taken to ensure

F-41

adequate liquidity if an event should occur that disrupts or adversely affects the Bank's normal funding activities.

Core deposits provide us with a sizable source of relatively stable and low-cost funds. Our $32.7 billion in average core deposits, which includes demand deposits, money market demand accounts, savings and consumer time deposits, combined with average common stockholders' equity, funded 69.6 percent of average total assets of $53.6 billion in 2007. Most of the remaining funding was provided by short-term borrowings in the form of certificates of deposit, large time deposits, federal funds purchased, securities sold under repurchase agreements, commercial paper and other borrowings.

Our securities portfolio provides additional enhancement to our liquidity position, which may be created through either securities sales or repurchase agreements. At December 31, 2007, we could have sold or transferred under repurchase agreements approximately $2.5 billion of our available for sale securities. Liquidity may also be provided by the sale or maturity of other assets such as interest-bearing deposits in banks, federal funds sold and trading account securities. The aggregate balance of these assets averaged $0.9 billion in 2007. Additional liquidity may be provided through loan maturities and sales.

On March 23, 2007, the Bank issued $750 million of two-year floating rate senior notes under the $4 billion Bank Note Program initiated in 2006. Combined with the $700 million, ten-year, fixed rate subordinated note issuance in 2006, the remaining available funding from the Bank Note Program is $2.6 billion. We do not have firm commitments in place to sell securities under this program. In the third quarter 2007, the Bank pledged collateral to establish borrowing capacity with the Federal Home Loan Bank of San Francisco. As of December 31, 2007, the Bank had total borrowing capacity of $4.4 billion with $0.9 billion borrowed, leaving available borrowing capacity of $3.5 billion.

In addition to the funding provided by our bank subsidiary, we raise funds at the holding company level. UnionBanCal Corporation has in place a shelf registration with the Securities and Exchange Commission (SEC) permitting ready access to the public debt markets. As of December 31, 2007, $600 million of debt or other securities were available for issuance under this shelf registration. These sources, in addition to our core deposit and equity capital, provide a stable funding base, although we do not have firm commitments in place to sell securities under the note program or the shelf registration. Management does not rely on any one source of liquidity and manages availability in response to changing balance sheet needs. The costs and ability to raise funds are directly impacted by our credit ratings. The following table provides our credit ratings as of December 31, 2007.

		Union Bank of California, N.A.	UnionBanCal Corporation
Standard & Poor's	Long-term	A+	A
	Short-term	A-1	A-1
Moody's	Long-term	Aa3	—
	Short-term	P-1	—
Fitch	Long-term	A+	A+
	Short-term	F1	F1
DBRS	Long-term	A (high)	A
	Short-term	R-1 (middle)	R-1 (low)

F-42

Off-Balance Sheet Arrangements and Aggregate Contractual Obligations and Commitments

Off-balance sheet arrangements are any contractual arrangement to which an unconsolidated entity is a party, under which we have: (1) any obligation under a guarantee contract; (2) a retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to that entity for such assets; (3) any obligation under certain derivative instruments; or (4) any obligation under a material variable interest held by us in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to us, or engages in leasing, hedging or research and development services with us.

Our most significant off-balance sheet arrangements are limited to obligations under guarantee contracts such as financial and performance standby letters of credit for our credit customers, commercial letters of credit, unfunded commitments to lend, commitments to sell mortgage loans and commitments to fund investments in various CRA related investments and venture capital investments. To a lesser extent, we enter into contractual guarantees of agented sales of low income housing tax credit investments that require us to perform under those guarantees if there are breaches of performance of the underlying income-producing properties. As part of our leasing activities, we may be lessor to special purpose entities to which we provide financing for large equipment leasing projects.

It is our belief that none of these arrangements expose us to any greater risk of loss than is already reflected on our balance sheet. We do not have any off-balance sheet arrangements in which we have any retained or contingent interest (as we do not transfer or sell our assets to entities in which we have a continuing involvement), any exposure to derivative instruments that are indexed to our stock, nor any variable interests in any unconsolidated entity to which we may be a party, except for those leasing arrangements described previously.

The following table presents, as of December 31, 2007, our significant and determinable contractual obligations by payment date, except for obligations under our pension and postretirement plans, which are included in Note 9 to our Consolidated Financial Statements included in this Annual Report, and accrued interest payable, which is not significant. The payment amounts represent those amounts contractually due to the recipient and do not include any unamortized premiums or discounts, hedge basis adjustment or other similar carrying value adjustments. Contractual obligations presented in the following table do not include $137.6 million of unrecognized income tax benefits in accordance with FIN 48. Of this amount, $54.5 million has been paid in prior years. At this time it is highly uncertain whether and when we would be required to pay the remaining $83.1 million of unrecognized tax benefits.

		December 31, 2007
(Dollars in thousands)		One Year or less		Over One Year through Three Years		Over Three Years through Five Years		Over Five Years		Total
Time deposits		$	11,966,183	$	245,614	$	69,890	$	2,413	$	12,284,100
Medium- and long-term debt			—		750,000		—		1,100,000		1,850,000
Junior subordinated debt payable to subsidiary grantor trust			—		—		—		13,000		13,000
Operating leases (premises)			58,474		105,734		68,428		91,611		324,247
Purchase obligations			32,144		4,860		—		—		37,004

	Total debt and operating leases	$	12,056,801	$	1,106,208	$	138,318	$	1,207,024	$	14,508,351

Purchase obligations include any legally binding contractual obligations that require us to spend more than $1,000,000 annually under the contract. Payments are shown through the date of contract termination. Purchase obligations in the table above include purchases of hardware, software licenses and printing. For

F-43

information regarding our sources of liquidity to meet these obligations, see "Liquidity Risk" in the preceding section.

The following table presents our significant commitments to fund as of December 31, 2006 and 2007.

	December 31,
(Dollars in thousands)	December 31,
(Dollars in thousands)	2006		2007
Commitments to extend credit	$	22,575,317	$	23,385,514
Standby letters of credit		3,574,934		3,673,553
Commercial letters of credit		59,254		71,745
Risk participations in bankers' acceptances		26,675		33,550
Commitments to fund principal investments		87,413		102,689
Commitments to fund low-income housing credit (LIHC) investments		162,868		140,650

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

Standby and commercial letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. Standby letters of credit generally are contingent upon the failure of the customer to perform according to the terms of the underlying contract with the third party, while commercial letters of credit are issued specifically to facilitate foreign or domestic trade transactions. Additionally, we enter into risk participations in bankers' acceptances, receiving a fee to guarantee a portion of the credit risk on an acceptance of another bank. The majority of these types of commitments have terms of one year or less. At December 31, 2007, the carrying value of our risk participations in bankers' acceptances and our standby and commercial letters of credit totaled $6.3 million. Exposure to loss related to these commitments is covered by the allowance for losses on off-balance sheet commitments. The carrying value of the standby and commercial letters of credit and the allowance for losses on off-balance sheet commitments are included in other liabilities on the consolidated balance sheet.

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

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

We invest in either guaranteed or unguaranteed LIHC investments. The guaranteed LIHC investments carry a minimum rate of return guarantee by a creditworthy entity. The unguaranteed LIHC investments carry partial guarantees that include the timely completion of projects, availability of tax credits and operating deficit thresholds from the issuer. For these LIHC investments, we have committed to provide additional funding as stipulated by our investment participation.

We are fund manager for limited liability companies issuing LIHC investments. LIHC investments provide tax benefits to investors in the form of tax deductions from operating losses and tax credits. To facilitate the sale of these LIHC investments, we guarantee a minimum rate of return throughout the investment term of over an eleven-year weighted average period. Additionally, we receive guarantees which include the timely completion

F-44

of projects, availability of tax credits and operating deficit thresholds from the limited liability partnerships/corporations issuing the LIHC investments that reduce our ultimate exposure to loss. Our maximum exposure to loss under these guarantees is limited to a return of investor capital and minimum investment yield, which was, $163.7 million as of December 31, 2007. We maintained a reserve of $6.5 million for these guarantees.

We have guarantees that obligate us to perform if our affiliates are unable to discharge their obligations. These obligations include guarantees of commercial paper obligations and leveraged lease transactions. The guarantee issued by Union Bank of California, for an affiliate's commercial paper program is done in order to facilitate the sale of the commercial paper. As of December 31, 2007, we had a maximum exposure to loss under the commercial paper program guarantee of $1.3 billion. Our guarantee has an average term of less than nine months and is fully collateralized by a pledged deposit. We guarantee our subsidiaries' leveraged lease transactions with terms ranging from fifteen to thirty years. Following the original funding of these leveraged lease transactions, we have no material obligation to be satisfied. As of December 31, 2007, we had no exposure to loss for these agreements.

We conduct securities lending transactions for institutional customers as a fully disclosed agent. At times, securities lending indemnifications are issued to guarantee that a security lending customer will be made whole in the event the borrower does not return the security subject to the lending agreement and collateral held is insufficient to cover the market value of the security. All lending transactions are collateralized, primarily by cash. The amount of securities lent with indemnifications was $2.2 billion and $2.9 billion at December 31, 2006 and 2007, respectively. The market value of the associated collateral was $2.3 billion and $3.0 billion at December 31, 2006 and 2007, respectively.

We occasionally enter into financial guarantee contracts where a premium is received from another financial institution counterparty to guarantee a portion of the credit risk on interest rate swap contracts entered into between the financial institution and its customer. We become liable to pay the financial institution only if the financial institution is unable to collect amounts owed to them by their customer. As of December 31, 2007, the maximum exposure to loss under these contracts totaled $23.9 million. At December 31, 2007, we maintained a reserve of $0.5 million for losses related to these guarantees.

Business Segments

During 2006, we formally reorganized our operating segments by disaggregating the businesses that were formerly managed and reported under the Community Banking and Investment Services Group or the Commercial Financial Services Group. We believe that this new organizational structure will enhance our focus on target markets and enterprise wide sales and service. The various operating segments reporting under our Chief Operating Officer and the Group Head of Pacific Rim Corporate Group have been aggregated into two reportable business segments entitled "Retail Banking" and "Wholesale Banking" based upon the aggregation criteria prescribed in SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information."

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, market and operational. Credit risk is the potential loss in economic value due to the likelihood that the obligor will not perform as agreed. Market risk is the potential loss in fair value due to changes in interest rates, currency rates and equity prices. Operational risk is the potential loss due to all other factors, such as failures in internal control, system failures or external events. RAROC is one of several measures that is used to measure business unit compensation.

The table that follows reflects the condensed income statements, selected average balance sheet items, and selected financial ratios, including changes from the prior year, for each of our reportable business segments. The information presented does not necessarily represent the businesses' financial condition and results of operations as if they were independent entities. In 2006, we changed our reporting to reflect a "market view" perspective in measuring our operating segments. The market view is a measurement of our customer markets aggregated to show all revenues generated and expenses incurred from all products and

F-45

services sold to those customers regardless of where product areas organizationally report. Therefore, revenues and expenses are included in both the operating segment that provides the service and the operating segment that manages the customer relationship. The duplicative results from this internal management accounting view are reflected in "Reconciling Items." The market view approach fosters cross-selling with a total profitability view of the products and services being managed. For example, the Securities Trading and Sales unit within the Global Markets Division is a business unit that manages the fixed income securities activities for all retail and corporate customers throughout the Bank. This unit retains and also allocates revenues and expenses to divisions responsible for such retail and commercial customer relationships.

Unlike financial accounting, there is no authoritative body of guidance for management accounting equivalent to US GAAP. Consequently, reported results are not necessarily comparable with those presented by other companies.

The RAROC measurement methodology recognizes credit expense for expected losses arising from credit risk and attributes economic capital related to unexpected losses arising from credit, market and operational risks. As a result of the methodology used by the RAROC model to calculate expected losses, differences between the provision for credit losses and credit expense in any one period could be significant.

However, over an economic cycle, the cumulative provision for credit losses and credit expense for expected losses should be substantially the same. Business unit results are based on an internal management reporting system used by management to measure the performance of the units and UnionBanCal Corporation as a whole. Our management reporting system identifies balance sheet and income statement items for each business unit based on internal management accounting policies. Net interest income is determined using our internal funds transfer pricing system, which assigns a cost of funds to assets or a credit for funds to liabilities and capital, based on their type, maturity or repricing characteristics. Noninterest income and expense directly or indirectly attributable to a business unit are assigned to that business. The business units are assigned the costs of products and services directly attributable to their business activity through standard unit cost accounting based on volume of usage. All other corporate expenses (overhead) are allocated to the business units based on a predetermined percentage of usage.

The reportable business segment results for the prior periods have been adjusted to reflect changes in the transfer pricing methodology, the organizational changes that have occurred, our discontinued operations and the market view contribution. Our discontinued operations consist of two separate businesses: international correspondent banking and retirement recordkeeping services. For further detail on discontinued operations, see Note 2 of our Consolidated Financial Statements in this Annual Report.

F-46

		Retail Banking														Wholesale Banking
		As of and for the Year Ended December 31,									2007 vs. 2006 Increase/(decrease)					As of and for the Year Ended December 31,									2007 vs. 2006 Increase/(decrease)
		2005			2006			2007			Amount			Percent		2005			2006			2007			Amount			Percent
Results of operations after performance center earnings (dollars in thousands):
	Net interest income (expense)	$	882,723		$	939,954		$	890,358		$	(49,596	)	(5	)%	$	998,052		$	1,039,979			970,401		$	(69,578	)	(7	)%
	Noninterest income (expense)		451,861			483,401			490,813			7,412		2			422,488			407,112		$	437,312			30,200		7

	Total revenue		1,334,584			1,423,355			1,381,171			(42,184	)	(3	)		1,420,540			1,447,091			1,407,713			(39,378	)	(3	)
	Noninterest expense (income)		847,647			921,033			914,609			(6,424	)	(1	)		631,751			673,582			650,994			(22,588	)	(3	)
	Credit expense (income)		25,649			25,416			25,233			(183	)	(1	)		106,619			95,332			111,028			15,696		16

	Income from continuing operations before income taxes		461,288			476,906			441,329			(35,577	)	(7	)		682,170			678,177			645,691			(32,486	)	(5	)
	Income tax expense (income)		176,443			182,417			168,808			(13,609	)	(7	)		232,103			222,458			195,130			(27,328	)	(12	)

	Income from continuing operations		284,845			294,489			272,521			(21,968	)	(7	)		450,067			455,719			450,561			(5,158	)	(1	)
	Income (loss) from discontinued operations, net of income taxes		—			—			—			—		na			—			—			—			—		na

	Net income (loss)	$	284,845		$	294,489		$	272,521		$	(21,968	)	(7	)	$	450,067		$	455,719		$	450,561		$	(5,158	)	(1	)

Average balances (dollars in millions):
	Total loans⁽¹⁾	$	14,234		$	15,683		$	16,829		$	1,146		7		$	17,181		$	20,014		$	22,598		$	2,584		13
	Total assets		15,114			16,526			17,642			1,116		7			21,306			24,725			27,454			2,729		11
	Total deposits⁽¹⁾		19,673			18,862			18,734			(128	)	(1	)		18,394			18,451			18,591			140		1
Financial ratios:
	Risk adjusted return on capital		51			49	%		45	%							23	%		22	%		20	%
	Return on average assets		1.88	%		1.78			1.54								2.11			1.84			1.64
	Efficiency ratio⁽²⁾		63.51			64.71			66.21								44.87			47.61			46.25

		Other														Reconciling Items
		As of and for the Year Ended December 31,									2007 vs. 2006 Increase/(decrease)					As of and for the Year Ended December 31,
		2005			2006			2007			Amount			Percent		2005			2006			2007
Results of operations after performance center earnings (dollars in thousands):
	Net interest income (expense)	$	(41,981	)	$	(136,931	)	$	(133,227	)	$	3,704		3	%	$	(3,220	)	$	(9,660	)	$	(8,880	)
	Noninterest income (expense)		(47,973	)		13,810			19,023			5,213		38			(66,759	)		(73,380	)		(78,846	)

	Total revenue		(89,954	)		(123,121	)		(114,204	)		8,917		7			(69,979	)		(83,040	)		(87,726	)
	Noninterest expense (income)		110,400			87,481			126,294			38,813		44			(37,715	)		(44,247	)		(48,492	)
	Credit expense (income)		(182,719	)		(125,653	)		(55,163	)		70,490		56			(232	)		(95	)		(98	)

	Income from continuing operations before income taxes		(17,635	)		(84,949	)		(185,335	)		(100,386	)	nm			(32,032	)		(38,698	)		(39,136	)
	Income tax expense (income)		(37,220	)		(119,952	)		(56,285	)		63,667		nm			(12,252	)		(14,802	)		(14,970	)

	Income from continuing operations		19,585			35,003			(129,050	)		(164,053	)	nm			(19,780	)		(23,896	)		(24,166	)
	Income (loss) from discontinued operations, net of income taxes		128,216			(8,319	)		38,228			46,547		nm			—			—			—

	Net income (loss)	$	147,801		$	26,684		$	(90,822	)	$	(117,506	)	nm		$	(19,780	)	$	(23,896	)		(24,166	)

Average balances (dollars in millions):
	Total loans⁽¹⁾	$	58		$	27		$	19		$	(8	)	(30	)		(20	)		(20	)		(22	)
	Total assets		11,200			8,752			8,518			(234	)	(3	)		(26	)		(24	)		(25	)
	Total deposits⁽¹⁾		1,782			3,264			5,552			2,288		70			(456	)		(577	)		(691	)
Financial ratios:
	Risk adjusted return on capital		na			na			na
	Return on average assets		na			na			na
	Efficiency ratio⁽²⁾		na			na			na

		UnionBanCal Corporation
		As of and for the Year Ended December 31,								2007 vs. 2006 Increase/(decrease)
		2005			2006			2007		Amount			Percent
Results of operations after performance center earnings (dollars in thousands):
	Net interest income (expense)	$	1,835,574		$	1,833,342		$	1,718,652	$	(114,690	)	(6	)%
	Noninterest income (expense)		759,617			830,943			868,302		37,359		4

	Total revenue		2,595,191			2,664,285			2,586,954		(77,331	)	(3	)
	Noninterest expense (income)		1,552,083			1,637,849			1,643,405		5,556		0
	Credit expense (income)		(50,683	)		(5,000	)		81,000		86,000		nm

	Income from continuing operations before income taxes		1,093,791			1,031,436			862,549		(168,887	)	(16	)
	Income tax expense (income)		359,074			270,121			292,683		22,562		8

	Income from continuing operations		734,717			761,315			569,866		(191,449	)	(25	)
	Income (loss) from discontinued operations, net of income taxes		128,216			(8,319	)		38,228		46,547		nm

	Net income (loss)	$	862,933		$	752,996		$	608,094	$	(144,902	)	(19	)

	Total loans⁽¹⁾	$	31,453		$	35,704		$	39,424	$	3,720		10
	Total assets		47,594			49,979			53,589		3,610		7
	Total deposits⁽¹⁾		39,393			40,000			42,186		2,186		5
Financial ratios:
	Risk adjusted return on capital		na			na			na
	Return on average assets		1.54	%		1.52	%		1.06
	Efficiency ratio⁽²⁾		59.77			62.09			62.95

⁽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⁾

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

na = not applicable

nm = not meaningful

F-47

Retail Banking

Retail Banking provides financial products including credit, deposit, trust, investment management and risk management delivered through our branches, relationship managers, private bankers and trust administrators, to individuals, small businesses and institutional clients. Retail banking is focused on executing a segment based strategy that will identify targeted opportunities within the consumer and small business markets, and develop product, marketing and sales strategies to attract new customers in these identified target markets. While the primary focus of Retail Banking's segment based strategy is deposit growth, an additional focus continues to be consumer and small business loan generation.

During 2007, net income of Retail Banking decreased by 7 percent, compared to 2006, reflecting lower net interest income of 5 percent during 2007, compared to 2006, primarily due to lower noninterest bearing deposits and higher market rates on interest-bearing liabilities used to fund a 7 percent growth in total assets.

Asset growth for 2007 was primarily driven by a 9 percent growth in average residential mortgage loans. Additionally, the focus on home equity loans and more effective cross-selling efforts have resulted in an overall growth in consumer loans.

Average deposits were essentially flat in 2007, compared to 2006, primarily from increased competition for interest bearing deposits. Retail Banking's strategy continues to focus on attracting consumer and small business deposits through marketing activities, increasing customer cross-sell, relationship management, increasing and improving sales resources, establishing new locations and new products. We expect that a larger branch network, along with this Retail Banking strategy, will improve growth prospects when combined with more robust efforts in the telephone and internet channels.

Noninterest income for 2007 increased 2 percent, compared to 2006. This increase was primarily due to growth in trust fees, partially offset by a decrease in deposit fees. Noninterest expenses were essentially flat in 2007 compared to 2006.

Retail Banking is comprised of the following major divisions: Retail Banking Branches, Consumer Asset Management, Wealth Management and Institutional Services and Asset Management.

•: Retail Banking Branches serves its customers through 326 full-service branches in California, 4 full-service branches in Oregon and Washington and 2 international offices. We own property occupied by 116 of the domestic offices and lease the remaining properties for periods of five to twenty years. Customers may also access our services 24 hours-a-day by telephone or through our website at www.unionbank.com. In addition, the branches offer automated teller and point-of-sale merchant services.

Retail Banking Branches is organized geographically. We serve our customers in the following ways:

—: through conveniently located banking branches, which serve consumers and businesses with checking and deposit services, as well as various types of consumer financing and investment services;
—: through our internet banking services, which augment our physical delivery channels by providing an array of customer transaction, bill payment and loan payment services;
—: through business banking centers, which serve small businesses; and
—: through in-store branches.

•: Consumer Asset Management provides the centralized origination, underwriting, processing, servicing, collection and administration for consumer assets including residential mortgages.

Through alliances with other financial institutions, Consumer Asset Management offers additional products and services, such as credit cards and merchant bank cards.

F-48

Our Retail Banking Branches and Consumer Asset Management divisions compete with larger banks by attempting to provide service quality superior to that of our major competitors. The primary means of competing with community banks include our branch network and our 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.

These divisions compete 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.

•

Wealth Management provides comprehensive private banking services to our affluent clientele. The Private Bank focuses primarily on delivering financial services to high net worth individuals with sophisticated financial needs as well as to professional service firms. Specific products and services include trust and estate services, investment account management services, and deposit and credit products. A key strategy of the Private Bank is to expand its business by leveraging existing Bank client relationships. Through 15 existing locations, Private Bank relationship managers offer all of our available products and services.

•

Institutional Services and Asset Management provides investment management and administration services for a broad range of individuals and institutions.

—: HighMark Capital Management, Inc., a registered investment advisor, provides investment management and advisory services to institutional clients as well as investment advisory, administration and support services to our proprietary mutual funds, the affiliated HighMark Funds. It also provides investment management services to Union Bank of California with respect to most of its trust and agency clients, including corporations, pension funds and individuals. HighMark Capital Management, Inc.'s strategy is to broaden its client base and to increase the assets of the HighMark Funds.
—: Institutional Services provides custody, corporate trust, and retirement plan services. Custody Services provides both domestic and international safekeeping/settlement services in addition to securities lending. Corporate Trust acts as trustee for corporate and municipal debt issues, and provides escrow services and trustee services for project finance. Institutional Services provides defined benefit services, including trustee services and investment management. The client base of Institutional Services includes financial institutions, corporations, government agencies, unions, insurance companies, mutual funds, investment managers and non-profit organizations. Institutional Services' strategy is to continue to leverage and expand its position in our target markets.

Wholesale Banking

Wholesale Banking offers financing, depository, cash management and insurance services to middle market and large corporate businesses primarily headquartered in the western U.S. Wholesale Banking continues to focus on specific geographic markets and industry segments such as energy, entertainment and real estate. Relationship managers provide credit services, including commercial loans, accounts receivable and inventory financing, project financing, lease financing, trade financing and real estate financing. In addition to credit services, Wholesale Banking offers cash management services delivered through deposit managers with significant industry expertise and experience in cash management solutions for businesses, U.S. correspondent banks and government entities, as well as investment and risk management products.

During 2007, net income of Wholesale Banking decreased by 1 percent, compared to 2006, due to lower net interest income, offset by higher noninterest income and lower noninterest expense. Net interest income decreased by 7 percent during 2007, compared to the same period in 2006, primarily due to lower noninterest

F-49

bearing deposits and higher market rates on interest-bearing liabilities used to fund an 11 percent growth in total assets.

During 2007, average loans increased by 13 percent compared to 2006. This increase was primarily due to increased commercial loan demand in the oil and gas and national corporate segments, as well as the California middle market.

Noninterest income increased by 7 percent in 2007 compared to 2006, primarily due to higher gains on private capital investments and higher trading income, partially offset by lower deposit fees. The decrease in noninterest expense in 2007 compared to 2006 was primarily due to lower billing expense due to our title and escrow customers.

Wholesale Banking initiatives continue to include expanding deposit activities and loan strategies that include originating, underwriting and syndicating loans in core competency markets, such as the California middle-market, corporate banking, commercial real estate, energy, equipment leasing and commercial finance. Commercial Deposit and Treasury Management Division provides processing services, including services such as Automated Clearing House (ACH), check processing and cash vault services.

Wholesale Banking is comprised of the following main divisions:

•: the Commercial Banking Division, which serves California middle-market and large corporate companies with commercial lending, trade financing and asset-based loans;
•: the Real Estate Industries Division, which provides real estate lending products such as construction loans, commercial mortgages and bridge financing;
•: the Energy Capital Services Division, which provides corporate financing and project financing to oil and gas companies, as well as power and utility companies, nationwide;
•: the Equipment Leasing Division, which provides lease financing services to corporate customers nationwide;
•: the National Banking Division, which provides financing, deposits and traditional banking services to corporate clients in defined industries, nationwide;
•: the Commercial Deposit and Treasury Management Division, which provides deposit and cash management expertise to middle-market and large corporate clients, government agencies and specialized industries. This division also manages Union Bank of California's web strategies for retail, small business, wealth management and commercial clients, as well as commercial product development;
•: the Capital Markets Division, which provides financing to middle-market and large corporate clients in their defined industries and geographic markets, together with limited merchant and investment banking related products and services;
•: Global Markets, which serves our customers with their insurance, foreign exchange and interest rate risk management and investment needs. The Global Markets Division offers energy derivative contracts, on a limited basis, to serve our energy sector client base. The division takes market risk when buying and selling securities and foreign exchange contracts for its own account, but takes no market risk when providing insurance or derivative contracts, since the market risk for these products is offset with third parties. The division also includes UnionBanc Investment Services LLC, which is a subsidiary of Union Bank of California;
•: Insurance Services, which provides products sold through UnionBanc Insurance Services, Inc., the insurance agency subsidiary of UBOC Insurance, Inc. UBOC Insurance, Inc. is a subsidiary of Union Bank of California; and

F-50

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

The main strategy of our Wholesale Banking business units is to target industries and companies for which we can reasonably expect to be one of a customer's primary banks. Consistent with this strategy, Wholesale Banking business units attempt to serve a large part of the targeted customers' credit and depository needs. The Wholesale Banking business units compete with other banks primarily on the basis of the quality of our relationship managers, the level of industry expertise, the delivery of quality customer service, and our reputation as a "business bank." We also compete with a variety of other financial services companies as well as non-bank 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.

Other

Net income decreased by $117.5 million in 2007 over the same period in 2006 primarily due to higher credit expenses related to our loan loss provision in 2007 compared to 2006 and higher noninterest expenses.

"Other" includes the following items:

•: the funds transfer pricing results for our entire company, which allocates to the other business segments their cost of funds on all asset categories and credit for funds on all liability categories;
•: Corporate Treasury, which is responsible for our ALM, wholesale funding and the ALM Investment and derivatives hedging portfolios. These treasury management activities are carried out to counter-balance the residual risk positions of our balance sheet and to manage those risks within the guidelines established by ALCO. (For additional discussion regarding these risk management activities, see "Quantitative and Qualitative Disclosures About Market Risk.");
•: the adjustment between the credit expense under RAROC and the provision for credit losses under US GAAP and earnings associated with unallocated equity capital;
•: the residual costs of support groups;
•: corporate activities that are not directly attributable to one of the two business segments. Included in this category are certain other items such as the results of operations of certain non-bank subsidiaries of UnionBanCal and the elimination of the fully taxable-equivalent basis amount;
•: the discontinued operations resulting from the sales of our international correspondent banking and retirement record keeping businesses; and
•: the adjustment between the tax expense calculated under RAROC using a tax rate of 38.25 percent and our effective tax rates.

The 2007 financial results were impacted by the following factors:

•: net interest income is the result of differences between the net interest income earned by the consolidated enterprise and transfer pricing results, which include the credit for equity for the reportable segments under RAROC. Net interest income (expense) increased $3.7 million to ($133.2) million compared to 2006 primarily due to the net impact of changes in transfer pricing rates and higher income from the ALM derivatives portfolios as market rates decreased;
•: credit expense (income) of ($55.2) million was due to the difference between the $81 million allowance for loan losses calculated under our US GAAP methodology and the $136.2 million in expected losses for the reportable business segments, which utilizes the RAROC methodology;
•: noninterest income of $19.0 million;

F-51

•: noninterest expense of $126.3 million related to residual costs of support groups and corporate activities not directly related to either of the two business segments. In 2007, we incurred approximately $10 million in BSA/AML penalties and provided for losses on off-balance sheet commitments of $9 million in the current year compared to a $5 million reversal in the prior year;
•: income tax expense (income) of ($56.3) million was due to the difference between the $292.7 million or a 34 percent effective tax rate for our consolidated results and the actual tax expense calculated for reportable segments of $349 million using the RAROC effective rate; and
•: income from discontinued operations of $38.2 million, which includes the effect of a $21.6 million payment to the DOJ and the related legal and outside services costs of $1.6 million offset by a $0.6 million tax benefit. For additional information, see "Regulatory Matters" below.

The 2006 financial results were impacted by the following factors:

•: net interest income is the result of differences between the net interest income earned by the consolidated enterprise and transfer pricing results, which include the credit for equity for the reportable segments under RAROC. Net interest income (expense) declined $95.0 million to $(136.9) million compared to 2005 primarily due to the net impact of changes in transfer pricing rates and lower income (higher expenses) from the ALM derivatives portfolios as market rates increased;
•: credit expense (income) of $(125.7) million was due to the difference between the $5.0 million reversal of allowance for loan losses calculated under our US GAAP methodology and the $120.7 million in expected losses for the reportable business segments, which utilizes the RAROC methodology;
•: noninterest income of $13.8 million;
•: noninterest expense of $87.5 million related to residual costs of support groups and corporate activities not directly related to either of the two business segments;
•: income tax expense (income) of $(120.0) million was due to the difference between the $270.1 million or a 26 percent effective tax rate for our consolidated results and the actual tax expense calculated for reportable segments of $390.1 million using the RAROC effective rate; and
•: loss from discontinued operations of $8.3 million.

Regulatory Matters

In recent years, a number of banks and bank holding companies have been subject to regulatory actions, including cease and desist orders, formal written agreements and the assessment of significant civil money penalties, and criminal sanctions, including the imposition of significant fines, as a result of failures to comply with the Bank Secrecy Act and other anti-money laundering laws and regulations (BSA/AML).

In October 2004, Union Bank of California International entered into a written agreement with the Federal Reserve Bank of New York relating to Union Bank of California International's BSA/AML controls and processes. With the liquidation of Union Bank of California International in March 2007, the written agreement is no longer effective. In March 2005, Union Bank of California entered into a memorandum of understanding with the Office of the Comptroller of the Currency (OCC), which required Union Bank of California to strengthen its BSA/AML controls and processes.

Management is committed to resolving these issues raised by the regulators and continues to take actions it believes to be appropriate to achieve this objective. We have committed significant resources to strengthen our BSA/AML controls and processes. Among other actions to enhance our controls and procedures, we engaged independent consultants to provide a comprehensive review of our suspicious activity monitoring and reporting, acquired new and upgraded our existing compliance systems, added numerous well qualified staff, enhanced training, and put in place an enhanced internal audit program.

F-52

On September 14, 2007, Union Bank of California entered into a Stipulation and Consent to the Issuance of a Consent Order, and a Consent Order to a Civil Money Penalty and to Cease and Desist (the Order) with the OCC. The Order supersedes the March 2005 memorandum of understanding described above. The Order imposed a civil money penalty of $10 million and requires Union Bank of California to take actions to improve BSA/AML compliance. On the same day, the U.S. Treasury Department's Financial Crimes Enforcement Network (FinCEN) executed an Assessment of Civil Money Penalty (the Assessment) in the amount of $10 million. The Assessment provides that the $10 million penalty is deemed to be satisfied by Union Bank of California's payment of the civil money penalty of $10 million to the OCC. On September 17, 2007, Union Bank of California entered into a Deferred Prosecution Agreement (DPA) with the Department of Justice (DOJ). Under the DPA, the DOJ has agreed to defer prosecution for past violations of BSA/AML that occurred in Union Bank of California's now discontinued international banking business, and to dismiss prosecution completely if Union Bank of California meets the conditions of the Order for one year. In the DPA, Union Bank of California also agreed to make a payment of $21.6 million to the DOJ, which payment has been made. We are committed to making all improvements necessary to strengthen Union Bank of California's Bank Secrecy Act compliance program and to achieve compliance with the Order and the DPA.

The Bank of Tokyo-Mitsubishi UFJ, Ltd., a wholly-owned subsidiary of Mitsubishi UFJ Financial Group, Inc., owns a majority of the outstanding shares of our common stock. In December 2006, Mitsubishi UFJ Financial Group, The Bank of Tokyo-Mitsubishi UFJ and its wholly owned subsidiary, Bank of Tokyo-Mitsubishi UFJ Trust Company, entered into a series of agreements with the Federal Deposit Insurance Corporation, the Federal Reserve Bank of San Francisco, the Federal Reserve Bank of New York and the New York State Banking Department, which require a strengthening of their BSA/AML controls and processes.

Until resolved, these pending regulatory matters, including the Order and the DPA, or any future regulatory or other government actions concerning BSA/AML controls and processes, may adversely affect UnionBanCal Corporation's and Union Bank of California's ability to obtain regulatory approvals for future initiatives, including acquisitions. Also, any future actions relating to noncompliance or repeat violations of BSA/AML laws, regulations or orders, including any failure to comply with the requirements of the Order or the DPA, could result in the assessment of additional civil money penalties or the imposition of additional fines, which could be substantial.

The SEC is conducting an inquiry regarding certain practices related to our mutual fund activities. The inquiry concerns the use of a portion of the fees received under an agreement from the HighMark Funds by an unaffiliated administrator to pay expenses related to the marketing and distribution of fund shares. The HighMark Funds is a family of mutual funds managed by HighMark Capital Management, Inc., the investment management subsidiary of Union Bank of California. We are cooperating with this inquiry.

F-53

UnionBanCal Corporation and Subsidiaries

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

		Page
Consolidated Statements of Income for the Years Ended December 31, 2005, 2006 and 2007		F-55
Consolidated Balance Sheets as of December 31, 2006 and 2007		F-56
Consolidated Statements of Changes in Stockholders' Equity for the Years Ended December 31, 2005, 2006 and 2007		F-57
Consolidated Statements of Cash Flows for the Years Ended December 31, 2005, 2006 and 2007		F-58
Notes to Consolidated Financial Statements
	Note 1—Summary of Significant Accounting Policies and Nature of Operations	F-59
	Note 2—Discontinued Operations	F-71
	Note 3—Securities	F-74
	Note 4—Loans and Allowance for Loan Losses	F-77
	Note 5—Goodwill and Other Intangible Assets	F-79
	Note 6—Premises and Equipment	F-81
	Note 7—Other Assets	F-82
	Note 8—Deposits	F-83
	Note 9—Employee Pension and Other Postretirement Benefits	F-83
	Note 10—Other Noninterest Income and Noninterest Expense	F-89
	Note 11—Income Taxes	F-90
	Note 12—Borrowed Funds	F-93
	Note 13—Medium- and Long-Term Debt	F-94
	Note 14—UnionBanCal Corporation—Junior Subordinated Debt Payable to Subsidiary Grantor Trust	F-95
	Note 15—Dividend Reinvestment and Stock Purchase Plan	F-96
	Note 16—Management Stock Plans	F-97
	Note 17—Concentrations of Credit Risk	F-102
	Note 18—Fair Value of Financial Instruments	F-102
	Note 19—Derivative Instruments	F-105
	Note 20—Restrictions on Cash and Due from Banks, Securities, Loans and Dividends	F-109
	Note 21—Regulatory Capital Requirements	F-110
	Note 22—Earnings Per Share (EPS)	F-111
	Note 23—Other Comprehensive Income (Loss)	F-113
	Note 24—Commitments, Contingencies and Guarantees	F-114
	Note 25—Transactions with Affiliates	F-117
	Note 26—Business Segments	F-117
	Note 27—Condensed UnionBanCal Corporation Unconsolidated Financial Statements	F-121
	Note 28—Summary of Quarterly Financial Information (Unaudited)	F-124
	Note 29—Subsequent Event	F-125
Report of Independent Registered Public Accounting Firm		F-126
Management's Report on Internal Control Over Financial Reporting		F-129

F-54

UnionBanCal Corporation and Subsidiaries
Consolidated Statements of Income

		Years Ended December 31,
(Amounts in thousands, except per share data)		Years Ended December 31,
(Amounts in thousands, except per share data)		2005			2006			2007
Interest Income
Loans		$	1,800,725		$	2,228,023		$	2,511,552
Securities			395,819			419,050			443,689
Interest bearing deposits in banks			2,676			2,617			3,276
Federal funds sold and securities purchased under resale agreements			20,535			25,518			26,247
Trading account assets			4,226			6,277			7,652

	Total interest income		2,223,981			2,681,485			2,992,416

Interest Expense
Deposits			303,030			649,296			991,140
Federal funds purchased and securities sold under repurchase agreements			14,233			37,088			61,390
Commercial paper			31,672			75,015			76,284
Medium- and long-term debt			32,206			70,439			101,096
Trust notes			953			953			953
Other borrowed funds			6,313			15,352			42,901

	Total interest expense		388,407			848,143			1,273,764

Net Interest Income			1,835,574			1,833,342			1,718,652
(Reversal of) provision for loan losses			(50,683	)		(5,000	)		81,000

	Net interest income after (reversal of) provision for loan losses		1,886,257			1,838,342			1,637,652

Noninterest Income
Service charges on deposit accounts			323,865			319,647			304,362
Trust and investment management fees			128,396			147,539			157,734
Insurance commissions			78,915			72,547			69,296
Trading account activities			49,090			56,916			65,608
Merchant banking fees			43,898			42,185			44,123
Brokerage commissions and fees			30,038			35,811			39,839
Card processing fees, net			25,105			28,400			30,307
Securities gains (losses), net			(50,039	)		2,242			1,621
Other			130,349			125,656			155,412

	Total noninterest income		759,617			830,943			868,302

Noninterest Expense
Salaries and employee benefits			905,279			969,614			964,024
Net occupancy			137,518			139,152			144,824
Outside services			109,535			110,102			76,499
Professional services			44,088			62,597			69,118
Equipment			66,879			68,751			64,940
Software			54,813			60,960			58,413
Communications			40,009			38,518			37,216
Foreclosed asset expense (income)			(5,635	)		(15,322	)		110
(Reversal of) provision for losses on off-balance sheet commitments			4,000			(5,000	)		9,000
Other			195,597			208,477			219,261

	Total noninterest expense		1,552,083			1,637,849			1,643,405

Income from continuing operations before income taxes			1,093,791			1,031,436			862,549
Income tax expense			359,074			270,121			292,683

Income from Continuing Operations			734,717			761,315			569,866

Income (loss) from discontinued operations before income taxes			199,129			(13,127	)		71,922
Income tax expense (benefit)			70,913			(4,808	)		33,694

Income (Loss) from Discontinued Operations			128,216			(8,319	)		38,228

Net Income		$	862,933		$	752,996		$	608,094

Income from continuing operations per common share—basic		$	5.06		$	5.38		$	4.14

Net income per common share—basic		$	5.95		$	5.32		$	4.42

Income from continuing operations per common share—diluted		$	4.97		$	5.30		$	4.10

Net income per common share—diluted		$	5.84		$	5.24		$	4.37

Weighted average common shares outstanding—basic			145,109			141,620			137,617

Weighted average common shares outstanding—diluted			147,792			143,755			139,052

See accompanying notes to consolidated financial statements.

F-55

UnionBanCal Corporation and Subsidiaries
Consolidated Balance Sheets

			December 31,
(Dollars in thousands)			December 31,
(Dollars in thousands)			2006			2007
Assets
Cash and due from banks			$	2,213,782		$	2,106,930
Interest bearing deposits in banks				824,456			104,528
Federal funds sold and securities purchased under resale agreements				943,200			310,178

	Total cash and cash equivalents			3,981,438			2,521,636
Trading account assets				376,321			603,333
Securities available for sale:
	Securities pledged as collateral			89,184			685,123
	Held in portfolio			8,667,038			7,770,048
Loans (net of allowance for loan losses: 2006, $331,077; 2007, $402,726)				36,340,646			40,801,462
Due from customers on acceptances				17,834			16,482
Premises and equipment, net				493,653			490,197
Intangible assets				26,247			18,568
Goodwill				453,489			448,718
Other assets				2,141,402			2,364,577
Assets of discontinued operations to be disposed or sold				32,324			7,604

		Total assets	$	52,619,576		$	55,727,748

Liabilities
	Noninterest bearing		$	17,113,890		$	13,802,640
	Interest bearing			24,736,792			28,877,551

		Total deposits		41,850,682			42,680,191
Federal funds purchased and securities sold under repurchase agreements				1,083,927			1,631,602
Commercial paper				1,661,163			1,266,656
Other borrowed funds				432,401			1,875,623
Trading account liabilities				258,136			351,057
Acceptances outstanding				17,834			16,482
Other liabilities				1,286,575			1,132,103
Medium- and long-term debt				1,318,847			1,913,622
Junior subordinated debt payable to subsidiary grantor trust				14,885			14,432
Liabilities of discontinued operations to be extinguished or assumed				123,725			107,999

		Total liabilities		48,048,175			50,989,767

Commitments, contingencies and guarantees—See Note 24
Stockholders' Equity
Preferred stock:
	Authorized 5,000,000 shares, no shares issued or outstanding at December 31, 2006 or 2007			—			—
Common stock, par value $1 per share:
	Authorized 300,000,000 shares, issued 156,460,057 shares in 2006 and 157,559,521 shares in 2007			156,460			157,559
Additional paid-in capital				1,083,649			1,153,737
Treasury stock—17,352,803 shares in 2006 and 19,723,453 shares in 2007				(1,064,606	)		(1,202,584	)
Retained earnings				4,655,272			4,912,392
Accumulated other comprehensive loss				(259,374	)		(283,123	)

		Total stockholders' equity		4,571,401			4,737,981

		Total liabilities and stockholders' equity	$	52,619,576		$	55,727,748

See accompanying notes to consolidated financial statements.

F-56

UnionBanCal Corporation and Subsidiaries
Consolidated Statements of Changes in Stockholders' Equity

(In thousands, except shares)			Number of shares	Common stock		Additional paid-in capital			Treasury stock			Retained earnings			Accumulated other comprehensive income (loss)			Total stock- holders' equity
BALANCE DECEMBER 31, 2004			152,191,818	$	152,192	$	881,928		$	(223,361	)	$	3,526,312		$	(44,827	)	$	4,292,244

Comprehensive income
	Net income-2005												862,933						862,933
	Other comprehensive loss, net of tax:
		Net change in unrealized losses on cash flow hedges														(35,737	)		(35,737	)
		Net change in unrealized losses on securities available for sale														(42,403	)		(42,403	)
		Foreign currency translation adjustment														8,134			8,134
		Pension and other benefits adjustment														(3,560	)		(3,560	)

Total comprehensive income																			789,367
Deferred compensation—restricted stock awards			399,489		399		25,242						(18,072	)					7,569
Stock options exercised			1,877,908		1,878		69,932												71,810
Excess tax benefit—stock options							17,854												17,854
Common stock repurchased⁽¹⁾										(389,371	)								(389,371	)
Dividends declared on common stock, $1.59 per share⁽²⁾													(229,773	)					(229,773	)

Net change					2,277		113,028			(389,371	)		615,088			(73,566	)		267,456

BALANCE DECEMBER 31, 2005			154,469,215	$	154,469	$	994,956		$	(612,732	)	$	4,141,400		$	(118,393	)	$	4,559,700

Comprehensive income
	Net income-2006												752,996						752,996
	Other comprehensive loss, net of tax:
		Net change in unrealized losses on cash flow hedges														6,903			6,903
		Net change in unrealized losses on securities available for sale														16,221			16,221
		Foreign currency translation adjustment														(41	)		(41	)
		Pension and other benefits adjustment														(2,877	)		(2,877	)

Total comprehensive income																			773,202
SFAS No. 158 adjustment⁽³⁾																(161,187	)		(161,187	)
Reclassification due to adoption of SFAS No. 123(R) implementation⁽⁴⁾							(19,035	)					19,035						—
Stock options exercised			1,409,727		1,410		55,322												56,732
Restricted stock granted, net of forfeitures			578,865		579		(579	)											—
Perfomance share units vested			2,250		2		(2	)											—
Excess tax benefit—stock based compensation							13,054												13,054
Compensation expense—stock options							22,355												22,355
Compensation expense—restricted stock							14,420												14,420
Compensation expense—restricted stock units, performance share units and other share-based compensation							3,158												3,158
Common stock repurchased⁽¹⁾										(451,874	)								(451,874	)
Dividends declared on common stock, $1.82 per share⁽²⁾													(258,159	)					(258,159	)

Net change					1,991		88,693			(451,874	)		513,872			(140,981	)		11,701

BALANCE DECEMBER 31, 2006			156,460,057	$	156,460	$	1,083,649		$	(1,064,606	)	$	4,655,272		$	(259,374	)	$	4,571,401

Comprehensive income
	Net income-2007												608,094						608,094
	Other comprehensive income (loss), net of tax:
		Net change in unrealized losses on cash flow hedges														50,968			50,968
		Net change in unrealized losses on securities available for sale														(71,285	)		(71,285	)
		Foreign currency translation adjustment														517			517
		Pension and other benefits adjustment														(3,949	)		(3,949	)

Total comprehensive income																			584,345
FIN No. 48 adjustment⁽⁵⁾													(49,300	)					(49,300	)
FSP FAS 13-2 adjustment⁽⁶⁾													(20,803	)					(20,803	)
Stock options exercised			800,850		801		32,498												33,299
Restricted stock granted, net of forfeitures			288,305		288		(288	)											—
Restricted stock and performance share units vested			10,309		10		(10	)											—
Excess tax benefit—stock based compensation							4,616												4,616
Compensation expense—stock options							12,999												12,999
Compensation expense—restricted stock							14,413												14,413
Compensation expense—restricted stock units, performance share units and other share-based compensation							5,860												5,860
Common stock repurchased⁽¹⁾										(137,978	)								(137,978	)
Dividends declared on common stock, $2.03 per share⁽²⁾													(280,871	)					(280,871	)

Net change					1,099		70,088			(137,978	)		257,120			(23,749	)		166,580

BALANCE DECEMBER 31, 2007			157,559,521	$	157,559	$	1,153,737		$	(1,202,584	)	$	4,912,392		$	(283,123	)	$	4,737,981

⁽¹⁾: Common stock repurchased includes commission costs.
⁽²⁾: Dividends are based on UnionBanCal Corporation's shares outstanding as of the declaration date.
⁽³⁾: See Note 1 of these consolidated financial statements for a description of the adoption of Statement of Financial Accounting Standards No. 158 "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106 and 132(R)" (SFAS No. 158).
⁽⁴⁾: Reclassification reflects a reduction in additional paid-in capital and a corresponding credit to retained earnings for unrecognized compensation expense on nonvested restricted stock as of January 1, 2006 upon adoption of SFAS No. 123(R) "Share-Based Payment."
⁽⁵⁾: See Note 1 of these consolidated financial statements for a description of the adoption of FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes—An Interpretation of FASB Statement No. 109" (FIN No. 48).
⁽⁶⁾: See Note 1 of these consolidated financial statements for a description of the adoption of FASB Staff Position (FSP) FAS 13-2, "Accounting for a Change or Projected Change in the Timing of Cash Flows Relating to Income Taxes Generated by a Leveraged Lease Transation."

See accompanying notes to consolidated financial statements.

F-57

UnionBanCal Corporation and Subsidiaries
Consolidated Statements of Cash Flows

				For the Years Ended December 31,
(Dollars in thousands)				For the Years Ended December 31,
(Dollars in thousands)				2005			2006			2007
Cash Flows from Operating Activities:
	Net income			$	862,933		$	752,996		$	608,094
		Income (loss) from discontinued operations, net of taxes			128,216			(8,319	)		38,228

		Income from continuing operations, net of taxes			734,717			761,315			569,866
	Adjustments to reconcile net income to net cash provided by (used in) operating activities:
		(Reversal of) provision for allowance for loan losses			(50,683	)		(5,000	)		81,000
		(Reversal of) provision for losses on off-balance sheet commitments			4,000			(5,000	)		9,000
		Depreciation, amortization and accretion			151,214			134,423			119,784
		Stock-based compensation—stock options and other share-based compensation			7,569			39,933			33,272
		Provision for deferred income taxes			65,230			42,631			(18,542	)
		(Gains) losses on sales of securities available for sale, net			50,039			(2,242	)		(1,621	)
		Net (increase) decrease in prepaid expenses			(150,286	)		177,363			(37,772	)
		Net (increase) decrease in fees and other receivables			115,501			(53,594	)		13,052
		Net increase (decrease) in accrued expenses			30,433			(68,789	)		78,280
		Net (increase) decrease in trading account assets			(76,816	)		(63,666	)		(227,012	)
		Net increase (decrease) in trading account liabilities			102,903			45,876			92,921
		Net increase (decrease) in other liabilities			154,713			67,422			(86,412	)
		Net (increase) decrease in other assets			(387,560	)		(140,958	)		(234,979	)
		Loans originated for resale			(145,671	)		(558,833	)		(680,541	)
		Net proceeds from sale of loans originated for resale			218,068			486,739			669,333
		Excess tax benefit—stock-based compensation			(17,854	)		(13,054	)		(4,616	)
		Other, net			14,512			(176,361	)		34,820
		Discontinued operations, net			240,665			206,996			66,429

			Total adjustments		325,977			113,886			(93,604	)

	Net cash provided by (used in) operating activities				1,060,694			875,201			476,262

Cash Flows from Investing Activities:
	Proceeds from sales of securities available for sale				1,580,353			144,026			352,568
	Proceeds from matured and called securities available for sale				2,965,067			1,749,200			1,806,844
	Purchases of securities available for sale, net of acquisitions				(1,715,882	)		(2,424,176	)		(1,970,887	)
	Purchases of premises and equipment				(99,771	)		(71,878	)		(102,522	)
	Net (increase) decrease in loans				(4,076,331	)		(3,509,531	)		(4,604,981	)
	Other, net				25			(34,187	)		—
	Discontinued operations, net				874,438			728,853			1,083

	Net cash provided by (used in) investing activities				(472,101	)		(3,417,693	)		(4,517,895	)

Cash Flows from Financing Activities:
	Net increase in deposits				1,401,253			1,901,426			829,509
	Net increase in federal funds purchased and securities sold under repurchase agreements				64,280			432,398			547,675
	Net increase (decrease) in commercial paper and other borrowed funds				(182,924	)		1,279,052			1,048,715
	Common stock repurchased				(389,371	)		(451,874	)		(137,978	)
	Proceeds from issuance of long-term debt				—			693,742			749,250
	Repayment of medium-term debt				—			(200,000	)		(200,000	)
	Payments of cash dividends				(224,218	)		(251,403	)		(274,974	)
	Stock options exercised				89,664			69,786			37,915
	Other, net				8,134			3,459			1,267
	Discontinued operations, net				(586,179	)		(922,967	)		(20,170	)

	Net cash provided by (used in) financing activities				180,639			2,553,619			2,581,209

Net increase (decrease) in cash and cash equivalents					769,232			11,127			(1,460,424	)
Cash and cash equivalents at beginning of year					3,199,854			3,969,876			3,981,438
Effect of exchange rate changes on cash and cash equivalents					790			435			622

Cash and cash equivalents at end of year				$	3,969,876		$	3,981,438		$	2,521,636

Cash Paid During the Year For:
	Interest			$	364,715		$	769,265		$	1,337,976
	Income taxes				319,885			225,977			305,803
Supplemental Schedule of Noncash Investing and Financing Activities:
	Loans transferred to foreclosed assets (OREO)			$	1,310		$	1,903		$	1,571

See accompanying notes to consolidated financial statements.

F-58

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007

Note 1—Summary of Significant Accounting Policies and Nature of Operations

Introduction

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

The Bank of Tokyo-Mitsubishi UFJ, Ltd. (BTMU), which is a wholly-owned subsidiary of Mitsubishi UFJ Financial Group, Inc. (MUFG), owned approximately 65 percent of the Company's outstanding common stock at December 31, 2007.

Basis of Financial Statement Presentation

The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated. The Company accounts for investments in an entity using the equity method of accounting when it owns at least 20 percent and less than 50 percent, as well as for any limited partnership investments. Investments of less than 20 percent, in general, are accounted for at cost. Investments, both under the equity method of accounting and at cost, are included in other assets.

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

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Certain amounts for prior periods may have been reclassified to conform with current financial statement presentation.

Cash and Cash Equivalents

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

Resale and Repurchase Agreements

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

F-59

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 1—Summary of Significant Accounting Policies and Nature of Operations (Continued)

Trading Account Assets

Trading account assets consist of securities and loans that management acquires with the intent to hold for short periods of time in order to take advantage of anticipated changes in market values. Substantially all of the securities have a high degree of liquidity and readily determinable market value. Interest earned, paid, or accrued on trading account assets is included in interest income using a method that produces a level yield. Realized gains and losses from the sale or close-out of trading account positions and unrealized market value adjustments are recognized in noninterest income.

Also included in trading account assets are the unrealized gains related to a variety of interest rate derivative contracts, primarily interest rate swaps and options, energy derivative contracts and foreign exchange contracts, entered into either for trading purposes, based on management's intent at inception, or as an accommodation to customers.

Derivatives held or issued for trading or customer accommodation are carried at fair value, with realized and unrealized changes in fair values on contracts included in noninterest income in the period in which the changes occur. Unrealized gains and losses are reported gross and included in trading account assets and other liabilities, respectively. Cash flows are reported net as operating activities. The reserve for credit exposures and administrative costs related to derivative and foreign exchange contracts is presented as an offset to trading account assets. Changes in the reserves for those contracts offset trading gains and losses in noninterest income.

Total unrealized gains (losses) on trading account securities totaled $0.2 million at December 31, 2007.

Securities Available for Sale

The Company's securities portfolio consists of debt and equity securities that are classified as securities available for sale.

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

Interest income on debt securities includes the amortization of premiums and the accretion of discounts using a method that produces a level yield and is included in interest income on securities.

The Company recognizes other-than-temporary impairment on its securities available for sale portfolio when it is likely that it will not recover its cost. A debt security is subject to quarterly impairment testing when its fair value is lower than its carrying value. The Company excludes from quarterly impairment testing debt securities that are backed by the full faith and credit of the U.S. government or where the likelihood of default is remote and purchased at a premium below 10 percent of par. Typical debt securities in the portfolio that are subject to testing for other-than-temporary impairment are collateralized loan obligations (CLOs), commercial mortgage conduits and equity securities. In calculating the level of other-than-temporary impairment, the Company considers expected cash flows utilizing a number of assumptions such as recovery rates, default rates and reinvestment rates, business models, current and projected financial performance, and overall economic market conditions. Marketable equity securities are subject to testing for other-than-temporary impairment when there is a sustained decline in market price below the amount recorded for that investment.

F-60

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 1—Summary of Significant Accounting Policies and Nature of Operations (Continued)

The Company considers the issuer's financial condition, capital strength, and near-term prospects in calculating an other-than-temporary impairment.

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

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

Loans Held for Investment, Loans Held for Sale, and Certain Loans Acquired at a Discount

Loans are reported at the principal amounts outstanding, net of unamortized nonrefundable loan fees and related direct loan origination costs. Except for loans originated between 2002 and 2004, deferred net fees and costs related to loans held for investment are recognized in interest income on an effective yield basis over the contractual loan term. The deferred net fees and costs for loans originated between 2002 and 2004 are recognized in interest income over the expected life of the loan, which is updated quarterly.

Loans held for sale are carried at the lower of cost or market on an individual basis for commercial loans and on an aggregate basis for residential mortgage loans. Changes in value are recognized in other noninterest income. Nonrefundable fees and direct loan origination costs related to loans held for sale are deferred and recognized as a component of the gain or loss on sale. Interest income is accrued principally on a simple interest basis.

Loans acquired at a discount related to credit deterioration since their origination are recorded at fair value with no allowance for loan losses. Interest income is recognized based on the excess of future expected cash flows over the purchase price versus contractual cash flows. Such loans are considered impaired when it is probable that the Company will be unable to collect the total expected future cash flows. At that time, the Company will establish an allowance for loan losses up to the amount expected at acquisition.

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

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

When a loan is placed on nonaccrual, all previously accrued but uncollected interest is reversed against current period operating results. All subsequent payments received are first applied to unpaid principal and then to uncollected interest. Interest income is accrued at such time as the loan is brought fully current as to both principal and interest, and, in management's judgment, such a loan is considered to be fully collectible.

F-61

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 1—Summary of Significant Accounting Policies and Nature of Operations (Continued)

However, the Company's policy also allows management to continue the recognition of interest income on certain loans designated as nonaccrual. This portion of the nonaccrual portfolio is referred to as "Cash Basis Nonaccrual" loans. This policy only applies to loans that are well-secured and in management's judgment are considered to be fully collectible. Although the accrual of interest is suspended, any payments received may be applied to the loan according to its contractual terms and interest income recognized when cash is received.

Loans are considered impaired when, based on current information, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement, including interest payments. Impaired loans are carried at the lower of the recorded investment in the loan, the estimated present value of total expected future cash flows, discounted at the loan's effective rate, or the fair value of the collateral, if the loan is collateral dependent. Additionally, some impaired loans with commitments of less than $2.5 million are aggregated for the purpose of measuring impairment using historical loss factors as a means of measurement. Excluded from the impairment analysis are large groups of smaller balance homogeneous loans such as consumer and residential mortgage loans.

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

Allowance for Loan Losses

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

The formula allowance is calculated by applying loss factors to outstanding loans. Loss factors are based on the Company's 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. The Company derives the loss factors for most commercial loans from a loss migration model and, for pooled loans, by using expected net charge offs. Pooled loans are homogeneous in nature and include consumer and residential mortgage loans, and certain small commercial loans. Estimated losses are based on a loss confirmation period, which is the estimated average period of time between a material adverse event affecting the credit worthiness of a borrower for non-criticized, risk-graded credits or through the remaining life of the loan for criticized, risk-graded credits, and the subsequent recognition of a loss.

Specific allowances are established in cases where management has identified significant conditions or circumstances related to a credit that management believes indicate the probability that a loss has been incurred in excess of the amount determined by the application of the formula allowance. The specific allowance also includes impaired leases, which are not covered by Statement of Financial Accounting Standards (SFAS) No. 114, "Accounting by Creditors for Impairment of a Loan."

F-62

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 1—Summary of Significant Accounting Policies and Nature of Operations (Continued)

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

The allowance also incorporates the results of measuring impaired loans as provided in SFAS 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. A loan is considered impaired when management determines that it is probable that the Company will be unable to collect all amounts due according to the original contractual terms of the loan agreement. Impairment is measured by the difference between the recorded investment in the loan (including accrued interest, net deferred loan fees or costs and unamortized premium or discount) and the estimated present value of total expected future cash flows, discounted at the loan's effective rate, or the fair value of the collateral, if the loan is collateral dependent. Additionally, some impaired loans with commitments of less than $2.5 million are aggregated for the purpose of measuring impairment using historical loss factors as a means of measurement. Specific allowances are established in cases where management has identified significant conditions or circumstances related to a credit or a portfolio segment 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, or methods that include a range of probable outcomes based upon certain qualitative factors. Impairment is recognized as a component of the existing allowance for loan losses.

Premises and Equipment

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

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

Intangible Assets

Intangible assets represent purchased assets that lack physical substance but can be separately distinguished from goodwill because of contractual or other legal rights or because the asset is capable of being sold or exchanged. Intangible assets are recorded at fair value at the date of acquisition.

Intangible assets that have infinite lives, such as goodwill, are tested for impairment at least annually.

F-63

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 1—Summary of Significant Accounting Policies and Nature of Operations (Continued)

Intangible assets that have finite lives, which include core deposit intangibles and rights-to-expiration, are amortized either using the straight-line method or a method that patterns the manner in which the economic benefit is consumed. Intangible assets are typically amortized over their estimated period of benefit ranging from six to fifteen years, although some intangible assets may have useful lives that extend to thirty years. The Company periodically evaluates the recoverability of intangible assets and takes into account events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists.

Other Real Estate Owned

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

Private Capital Investments

Private capital investments include direct investments in private companies and indirect investments in private equity funds. These investments are initially valued at cost and tested for other-than-temporary impairment on a quarterly basis if the carrying value exceeds fair value. Fair value is estimated based on a company's business model, current and projected financial performance, liquidity and overall economic and market conditions. Private capital investments are included in other assets and any other-than-temporary impairment is recognized in other noninterest income.

Derivative Instruments Held for Purposes Other Than Trading

The Company enters into a variety of derivative contracts as a means of reducing the Company's interest rate and foreign exchange exposures. At inception, these contracts, i.e., hedging instruments, are evaluated in order to determine if the hedging instrument will be highly effective in achieving offsetting changes in the hedge instrument and the hedged item attributable to the risk being hedged. Any ineffectiveness, which arises during the hedging relationship, is recognized in noninterest expense in the period in which it arises. All qualifying hedge instruments are valued at fair value and included in other assets or other liabilities. For fair value hedges of interest bearing assets or liabilities, the change in the fair value of the hedged item and the hedging instrument, to the extent effective, is recognized in net interest income. For cash flow hedges, the unrealized changes in fair value to the extent effective are recognized in other comprehensive income. Amounts realized on cash flow hedges related to variable rate loans and deposit liabilities are recognized in net interest income in the period in which the cash flow from the hedged item is realized. The fair value of cash flow hedges related to forecasted transactions is recognized as an adjustment to the carrying value of the asset or liability in the period when the forecasted transaction occurs or in noninterest expense if the forecasted transaction does not occur.

Operating Leases

The Company enters into a variety of lease contracts generally for premises and equipment. Lease contracts that do not transfer substantially all of the benefits and risks of ownership and meet the criteria under

F-64

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 1—Summary of Significant Accounting Policies and Nature of Operations (Continued)

SFAS No. 13, "Accounting for Leases" are treated as operating leases. The Company accounts for the payments of rent on these contracts on a straight-line basis over the lease term. At inception of the lease term, any periods for which no rents are paid and/or escalation clauses are stipulated in the lease contract are included in the determination of the rent expense and recognized ratably over the lease term.

The Company records liabilities for legal obligations associated with the future retirement of buildings and leasehold improvements at fair value when incurred. As required under Financial Accounting Standards Board (FASB) Interpretation No. 47 (FIN No. 47), "Accounting for Asset Retirement Obligations," the assets are increased by the related liability and depreciated over the estimated useful life of that asset.

Foreign Currency Translation

Assets, liabilities and results of operations for foreign branches are recorded based on the functional currency (i.e., the local currency) of each branch. Assets and liabilities denominated in foreign currencies are translated into U.S. dollars using the period end spot foreign exchange rates. Revenues and expenses are translated daily using end of day spot foreign exchange rates, with resulting gains or losses included in stockholders' equity, as a component of accumulated other comprehensive income (loss), on a net of tax basis. Effective December 31, 2005, the foreign exchange translation related to the international correspondent banking business was recognized as part of the gain from the sale and is included in discontinued operations.

Income Taxes

The Company files consolidated federal and combined state income tax returns. Amounts provided for income tax expense are based on income reported for financial statement purposes, rather than amounts reported on the Company's income tax return. Interest income, interest expense and penalties pertaining to the settlement, or expected settlement, of prior years' tax issues are recognized in income tax expense. Deferred taxes, which arise principally from temporary differences between the period in which certain income and expenses are recognized for financial accounting purposes and the period in which they affect taxable income, are included in the amounts provided for income taxes. Under this method, the computation of the net deferred tax liability or asset gives current recognition to changes in the tax laws.

Net Income Per Common Share

Basic earnings per share (EPS) is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted EPS incorporates the dilutive effect of common stock equivalents outstanding on an average basis during the period. Stock options, nonvested restricted stock, restricted stock units and performance share units are common stock equivalents. See discussion under "Stock-Based Compensation," which follows below and Note 16 to these consolidated financial statements.

Allowance for Losses on Off-Balance Sheet Commitments

The Company maintains an allowance for losses on off-balance sheet commitments to absorb losses inherent in those commitments upon funding. The commitments include unfunded loans, standby letters of credit and commercial lines of credit that are not for sale. The Company's methodology for assessing the appropriateness of this allowance is the same as that used for the allowance for loan losses and incorporates an assumption based upon historical information of likely utilization. See accounting policy "Allowance for

F-65

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 1—Summary of Significant Accounting Policies and Nature of Operations (Continued)

Loan Losses." The allowance for losses on off-balance sheet commitments is classified as other liabilities and the change in this allowance is recognized in noninterest expense.

Stock-Based Compensation

On January 1, 2006, the Company adopted SFAS No. 123(R), "Share-Based Payment," a revision of SFAS No. 123, "Accounting for Stock-Based Compensation," and elected to use the modified prospective application method to transition to the new accounting standard. SFAS No. 123(R) requires that compensation costs related to share-based payment transactions be recognized in the financial statements. Measurement of the cost of employee service is based on the grant-date fair value of the equity or liability instrument issued. SFAS 123(R) also prescribes that estimated forfeitures of shares are to be included in the calculation of compensation expense.

Under the modified prospective transition method, compensation cost is recognized for the portion of outstanding awards for which the requisite service has not yet been rendered. The cost is being recognized over the period during which the employees are required to provide service. The pre-tax impact of this change on income from continuing operations (which includes the impact of estimated forfeitures for restricted stock and the recognition of compensation costs related to nonvested stock options) was a reduction of $21.5 million, or $13.4 million after-tax for the year ended December 31, 2006. The corresponding impact to both basic and diluted earnings per share was a reduction of $0.09 per share for the year ended December 31, 2006.

For the year ended December 31, 2005, as allowed under SFAS No. 123(R), "Accounting for Stock-Based Compensation," the Company recognized compensation expense using the intrinsic value-based method of valuing stock options prescribed in Accounting Principles Board Opinion (APB) No. 25, "Accounting for Stock Issued to Employees" and related Interpretations. Under the intrinsic value-based method, compensation cost was measured as the amount by which the quoted market price of the Company's stock at the date of grant exceeded the stock option exercise price. For the year ended December 31, 2005, options granted under the plans had an exercise price equal to the market value of the underlying common stock on the date of the grant and, therefore, were not included in compensation expense.

At December 31, 2007, the Company had two stock-based employee compensation plans. For further discussion concerning the Company's stock-based employee compensation plans, see Note 16 to these consolidated financial statements. Options granted under the plans had an exercise price equal to the market value of the underlying common stock on the date of grant. The value of the restricted stock awards issued under the plans and the value of that portion of outstanding option awards for which the requisite service has not yet been rendered is being recognized ratably over the remaining service period as compensation expense.

F-66

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 1—Summary of Significant Accounting Policies and Nature of Operations (Continued)

The following table illustrates the effect on net income, which includes discontinued operations and corresponding earnings per share, as if the Company had applied the fair value recognition provisions of SFAS No. 123(R) to stock-based employee compensation during 2005. For the purpose of this disclosure, the Company has recognized compensation costs for graded vesting on a straight-line basis and did not include an estimate for forfeitures.

(Dollars in thousands)	Year Ended December 31, 2005
As reported net income	$	862,933
Add: stock-based employee compensation expense included in reported net income, net of income taxes		4,674
Deduct: total stock-based employee compensation expense, net of income taxes		24,491

Pro forma net income, after stock-based employee compensation expense	$	843,116

Net income per common share—basic
As reported	$	5.95
Pro forma	$	5.81
Net income per common share—diluted
As reported	$	5.84
Pro forma	$	5.73

Employee Pension and Other Postretirement Benefits

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

Junior Subordinated Debt Payable to Subsidiary Grantor Trust (Trust Notes)

Trust notes are accounted for as liabilities on the balance sheet. Interest on trust notes is treated as interest expense on an accrual basis.

Additional information on the trust notes can be found in Note 14 to these consolidated financial statements.

Treasury Stock

Common stock repurchased is shown separately in the statement of changes in stockholders' equity at cost and shares repurchased are deducted from shares outstanding until retired. Gains and losses resulting from shares reissued are based on the average cost of shares repurchased. Gains and losses, up to the amount of gains previously recognized, are included in additional paid in capital. Losses in excess of the gains previously recognized reduce retained earnings.

F-67

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 1—Summary of Significant Accounting Policies and Nature of Operations (Continued)

Recently Issued Accounting Pronouncements

Accounting for Certain Hybrid Financial Instruments

In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid Financial Instruments—an amendment of FASB Statements No. 133 and 140." The Statement allows financial instruments that have embedded derivatives to be accounted for as a whole, (eliminating the need to bifurcate the derivative from its host) if the holder elects to irrevocably account for the whole instrument on a fair value basis. The Statement was effective for all financial instruments acquired or issued after December 31, 2006. At adoption, there was no impact on the Company's financial position or results of operations.

Accounting for Servicing of Financial Assets

In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of Financial Assets—an amendment of FASB Statement No. 140." The Statement requires that all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable. It allows an entity to choose one of two subsequent measurement methods for each class of separately recognized servicing assets and servicing liabilities: the amortization method or the fair value measurement method. Under the amortization method, servicing assets and liabilities are amortized in proportion to and over the period of estimated net servicing income or servicing loss. Under the fair value method, servicing assets and liabilities are recorded at fair value each reporting period with any changes reported in current period earnings. The Statement was effective for all servicing assets on January 1, 2007. At adoption, there was no impact on the Company's financial position or results of operations.

Accounting for Changes in the Timing of Cash Flows Relating to Income Taxes in Leveraged Leases

In July 2006, the FASB issued Staff Position (FSP) FAS 13-2, "Accounting for a Change or Projected Change in the Timing of Cash Flows Relating to Income Taxes Generated by a Leveraged Lease Transaction." The FSP requires that if, during the lease term, the projected timing of the income tax cash flows generated by a leveraged lease is revised, the rate of return and the allocation of income must be recalculated from the inception of the lease. At adoption, the change in the net investment balance resulting from the calculation would be recognized as an adjustment to the beginning balance of retained earnings. Following adoption, a change in the net investment balance resulting from a recalculation would be recognized as a gain or a loss in the period in which the assumption is changed. The FSP was effective for all leveraged leases on January 1, 2007. The Company invests in Lease-In-Lease-Out (LILO) transactions that have been challenged by the Internal Revenue Service (IRS). The Company has paid the IRS the income tax associated with the LILO transactions. However, the Company is defending the initial filing position as to the timing of the tax benefits associated with these transactions. The Company adopted FSP FAS 13-2 on January 1, 2007 and recalculated these leases to reflect a potential change in the timing of income tax cash flows in accordance with this FSP. At adoption, the Company's beginning balance of retained earnings was reduced by $20.8 million, after tax. The reduction to beginning retained earnings will be recognized in interest income over the remaining term of the affected leases.

Accounting for Uncertainty in Income Taxes

In July 2006, the FASB issued FIN No. 48, "Accounting for Uncertainty in Income Taxes—An Interpretation of FASB Statement No. 109," which clarifies the accounting for uncertainty in income taxes

F-68

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 1—Summary of Significant Accounting Policies and Nature of Operations (Continued)

recognized in an enterprise's financial statements in accordance with FASB Statement No. 109, "Accounting for Income Taxes." The Interpretation establishes a "more-likely-than-not" recognition threshold that must be met before a tax benefit can be recognized in the financial statements. For tax positions that meet the more-likely-than-not threshold, an enterprise should recognize the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with the taxing authority. On January 1, 2007, the Company adopted FIN No. 48 and recognized a $49.3 million reduction to the beginning balance of retained earnings. Disclosures required under this statement are contained in Note 11 to these consolidated financial statements.

Accounting for Fair Value Measurements

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements." The Statement defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level hierarchy ranks the quality and reliability of information used to determine fair values with the highest priority given to quoted prices in active markets and the lowest priority given to model values that include inputs based on unobservable data. The Statement applies whenever other accounting standards require or permit assets or liabilities to be measured at fair value. The Statement is effective January 1, 2008.

On February 14, 2008, the FASB issued FSP FAS 157-1, "Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement Under Statement 13" which excludes leases from the requirements of the Statement. Additionally on February 12, 2008, the FASB issued FSP FAS 157-2, "Effective Date of FASB Statement 157" which allows companies to delay for one year the effective date of SFAS No. 157 for all nonfinancial assets and liabilities that are measured at fair value on a nonrecurring basis. Management believes that the adoption of SFAS No. 157 will not have a material impact on the Company's financial position or results of operations and is currently evaluating the delay election for nonfinancial assets and liabilities.

Accounting for Defined Benefit Pension and Other Postretirement Plans

In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R)." The Statement requires a company that sponsors a defined benefit pension plan or other postretirement benefit plan to recognize the funded status of the benefit plan as an asset or liability, measured as the difference between the fair value of plan assets and the benefit obligation. It requires immediate recognition of previously unrecognized prior service costs and credits, unrecognized net actuarial gains or losses, and any unrecognized transition obligation or asset as components of other comprehensive income. The Statement was effective for the year ended December 31, 2006. At adoption, the Company's stockholders' equity was reduced by $161 million, net of tax. Disclosures required under this statement are contained in Note 9 to these consolidated financial statements.

F-69

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 1—Summary of Significant Accounting Policies and Nature of Operations (Continued)

Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements

In September 2006, the Emerging Issues Task Force (EITF) reached a consensus on EITF Issue No. 06-4, "Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements." The guidance requires that an agreement by the employer to share a portion of the proceeds of a life insurance policy with the employee during the postretirement period is a postretirement benefit arrangement for which a liability must be recorded. The EITF is effective January 1, 2008, with any resulting adjustment recorded as a change in accounting principle through a cumulative effect adjustment to the beginning balance of retained earnings or retrospectively to all prior periods. Management believes the adoption of EITF 06-4 will not have a material impact on the Company's financial position or results of operations.

The Fair Value Option for Financial Assets and Financial Liabilities

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities, Including an amendment of FASB Statement No. 115." The Statement permits entities to choose to measure many financial instruments and certain other assets and liabilities at fair value on an instrument-by-instrument basis, with changes in fair value recognized in earnings each reporting period. An entity may elect the fair value option for existing assets and liabilities at the date of initial adoption and when first recognizing eligible instruments. The Statement is effective January 1, 2008. Management does not plan to make the fair value option election upon adoption of this Statement, and therefore believes that this Statement will not have a material impact on the Company's financial position or results of operations.

Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards

In June 2007, the EITF reached a consensus on EITF Issue No. 06-11, "Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards." The EITF requires that the tax benefit related to dividend equivalents paid on restricted stock and restricted stock units, which are expected to vest, be recorded as an increase to additional paid-in-capital. The Company currently accounts for this tax benefit as a reduction to income tax expense. The guidance is effective for all tax benefits on dividends declared by the Company after January 1, 2008, with prospective application required. Management believes the adoption of EITF 06-11 will not have a material impact on the Company's financial position or results of operations.

Business Combinations

In December 2007, the FASB issued SFAS No. 141(R), "Business Combinations," which replaces SFAS No. 141. The Statement requires that all business combinations be accounted for under the "acquisition method." The Statement requires that the assets, liabilities and noncontrolling interests of a business combination be measured at fair value at the acquisition date. The acquisition date is defined as the date an acquirer obtains control of the entity, which is typically the closing date. The Statement requires that all acquisition and restructuring related costs be expensed as incurred and that any contingent consideration be measured at fair value and recorded as either equity or a liability with the liability remeasured at fair value in subsequent periods. The Statement is effective January 1, 2009. Management is currently evaluating the impact this Statement may have on the Company's financial position and results of operations related to future acquisitions.

F-70

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 1—Summary of Significant Accounting Policies and Nature of Operations (Continued)

Noncontrolling Interest in Consolidated Financial Statements

In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements—an amendment to ARB No. 51." The Statement requires that a noncontrolling interest (formerly minority interest) be measured at fair value at the acquisition date and be presented in the equity section on the balance sheet. The Statement requires that purchases or sales of equity interests that do not result in a change in control be accounted for as equity transactions with no resulting gain or loss. If control is lost, the noncontrolling interest is remeasured to fair value and a gain or loss is recorded. The Statement is effective January 1, 2009. Management believes that adopting this Statement will not have a material impact on the Company's financial position or results of operations.

Note 2—Discontinued Operations

The Company's discontinued operations consist of two separate businesses: international correspondent banking and retirement recordkeeping services. During 2005, the Bank sold its international correspondent banking operations to Wachovia Bank, N.A. for $245 million. This business consisted of international payment and trade processing along with the related lending activities. All of the offices designated for disposal were closed as of June 30, 2006. During 2006, the Bank received an additional $4 million as a contingent purchase price payment.

In the third quarter of 2007, the Bank entered into a Deferred Prosecution Agreement (DPA) with the United States Department of Justice (DOJ) concerning past violations of the Bank Secrecy Act and other anti-money laundering laws and regulations (BSA/AML) that occurred in its now discontinued international banking business and paid $21.6 million to the DOJ. For additional information, refer to Note 24 to these consolidated financial statements.

In November 2007, the Company entered into an agreement to sell its retirement recordkeeping business to Prudential Retirement, a subsidiary of Prudential Financial, Inc. for $103.0 million. The transaction closed in December 2007, and the Company recorded a pre-tax gain of $94.7 million. The pre-tax gain reflects transaction costs of $2.1 million and the elimination of intangible assets of $6.2 million, which includes goodwill of $4.8 million attributed to this business. The retirement recordkeeping business was previously included in the Retail Banking reportable business segment.

Both transactions have been accounted for as discontinued operations. All prior period financial statements, except where specifically mentioned, have been restated to reflect this accounting treatment. The assets and liabilities of the discontinued operations have been separately identified on our consolidated balance sheet and the assets are shown as "held for sale" at the lower of cost or fair value less costs to dispose. The average net assets or liabilities of our discontinued operations are reflected in our analysis of net interest margin. Interest expense (income) was attributed to discontinued operations based on average net assets (liabilities).

F-71

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 2—Discontinued Operations (Continued)

International Correspondent Banking Business (ICBB) Discontinued Operations

Substantially all of the assets and liabilities of the international correspondent banking business were liquidated as of March 31, 2007. At December 31, 2006, the assets and liabilities identified as the ICBB discontinued operations were comprised of the following:

(Dollars in thousands)	December 31, 2006
Assets
Cash and due from banks	$	18,422
Loans		1,337
Due from customers on acceptances		377
Other assets		304

Assets of ICBB discontinued operations to be disposed or sold	$	20,440

Liabilities
Other liabilities	$	4,585

Liabilities of ICBB discontinued operations to be extinguished or assumed	$	4,585

The components of income from the international correspondent banking business for the years ended December 31, 2005, 2006 and 2007 are:

	For the Years Ended December 31,
(Dollars in thousands)	For the Years Ended December 31,
(Dollars in thousands)	2005		2006			2007
Net interest income	$	20,252	$	871		$	—
Provision for loan losses		6,683		—			—
Noninterest income		298,725		13,110			—
Noninterest expense		106,712		31,038			23,244

Income (loss) from ICBB discontinued operations before income taxes		205,582		(17,057	)		(23,244	)
Income tax expense (benefit)		73,289		(6,310	)		(582	)

Income (loss) from ICBB discontinued operations	$	132,293	$	(10,747	)	$	(22,662	)

Interest expense attributed to this discontinued operations was based on average net assets. The amount of interest expense allocated to discontinued operations during the years ended December 31, 2005, 2006 and 2007 was $15.5 million, $1.8 million and zero, respectively.

Noninterest income for this discontinued operations for the years ended December 31, 2005 and 2006 included gains on sale of the business of $228.8 million and $4.0 million, respectively. Noninterest expense for the year ended December 31, 2005 included approximately $22.0 million of severance expense. In addition, compliance related expenses were $32.8 million and $8.7 million for the years ended December 31, 2005 and 2006, respectively. Noninterest expense for the year ended December 31, 2007 included the $21.6 million paid to the DOJ and related legal and other outside services costs of $1.6 million. The income tax benefit of $0.6 million for the year ended December 31, 2007 reflects the nondeductibility of the $21.6 million payment to the DOJ.

F-72

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 2—Discontinued Operations (Continued)

Retirement Recordkeeping Business (RRB) Discontinued Operations

At December 31, 2006 and 2007, the assets and liabilities identified as the RRB discontinued operations consisted of the following:

	December 31,
(Dollars in thousands)	December 31,
(Dollars in thousands)	2006		2007
Assets
Premises and equipment, net	$	1,649	$	1,086
Intangible assets		2,683		—
Other assets		7,552		6,518

Assets of RRB discontinued operations to be disposed or sold	$	11,884	$	7,604

Liabilities
Interest bearing deposits	$	118,686	$	98,516
Other liabilities		454		9,483

Liabilities of RRB discontinued operations to be extinguished or assumed	$	119,140	$	107,999

The components of income from the RRB discontinued operations for the years ended December 31, 2005, 2006 and 2007 are:

	For the Years Ended December 31,
(Dollars in thousands)	For the Years Ended December 31,
(Dollars in thousands)	2005			2006		2007
Net interest income	$	3,540		$	4,813	$	4,703
Noninterest income		45,170			47,556		142,892
Noninterest expense		55,163			48,439		52,429

Income (loss) from RRB discontinued operations before income taxes		(6,453	)		3,930		95,166
Income tax expense (benefit)		(2,376	)		1,502		34,276

Income (loss) from RRB discontinued operations	$	(4,077	)	$	2,428	$	60,890

The RRB's net interest income for the years ended December 31, 2005, 2006 and 2007 included the allocation of interest income (based on its average net liabilities) of $3.9 million, $5.2 million and $5.1 million, respectively. Noninterest income for the years ended December 31, 2005, 2006 and 2007 consists primarily of trust fees except for 2007, which includes the pre-tax gain of $94.7 million on the sale of RRB. For the year ended December 31, 2007, noninterest expense included an $8.7 million charge for severance and retention expenses.

F-73

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 3—Securities

The amortized cost, gross unrealized gains, gross unrealized losses, and fair values of securities are presented below.

Securities Available For Sale

		December 31,
		2005		2006								2007
(Dollars in thousands)		Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. Treasury		$	49,959	$	60,060	$	3	$	189	$	59,874	$	1,008	$	—	$	—	$	1,008
Other U.S. government			888,392		751,636		109		7,548		744,197		704,391		8,362		645		712,108
Mortgage-backed securities			5,235,534		5,744,088		11,015		110,092		5,645,011		5,733,837		34,746		46,604		5,721,979
State and municipal			69,394		58,855		3,419		308		61,966		53,694		3,118		56		56,756
Asset-backed and debt securities			1,913,625		2,210,983		12,139		3,441		2,219,681		2,157,455		3,942		212,542		1,948,855
Equity securities			11,110		23,007		1,165		—		24,172		12,564		508		—		13,072
Foreign securities			1,266		1,321		—		—		1,321		1,393		—		—		1,393

	Total securities available for sale	$	8,169,280	$	8,849,950	$	27,850	$	121,578	$	8,756,222	$	8,664,342	$	50,676	$	259,847	$	8,455,171

For the years ended December 31, 2005, 2006 and 2007, interest income included $3.4 million, $3.1 million and $2.9 million, respectively, from non-taxable securities. For the years ended December 31, 2005, 2006 and 2007, dividend income was $4.4 million, $4.1 million and $7.3 million, respectively.

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

Maturity Schedule of Securities

		Securities Available for Sale⁽¹⁾
		December 31, 2007
(Dollars in thousands)		Amortized Cost		Fair Value
Due in one year or less		$	151,030	$	150,359
Due after one year through five years			666,200		675,268
Due after five years through ten years			2,955,631		2,856,122
Due after ten years			4,878,917		4,760,350
Equity securities⁽²⁾			12,564		13,072

	Total securities	$	8,664,342	$	8,455,171

⁽¹⁾: The remaining contractual maturities of mortgage-backed securities are classified without regard to prepayments. The contractual maturity of these securities is not a reliable indicator of their expected life since borrowers have the right to repay their obligations at any time.
⁽²⁾: Equity securities do not have a stated maturity.

F-74

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 3—Securities (Continued)

In 2005, proceeds from sales of securities available for sale were $1.6 billion with gross realized gains of $0.7 million and gross realized losses of $50.7 million. In 2006, proceeds from sales of securities available for sale were $144 million with gross realized gains of $2.9 million and gross realized losses of $0.7 million. The loss of $0.7 million in 2006 resulted from the recognition of an other-than-temporary impairment. In 2007, proceeds from sales of securities available for sale were $353 million with gross realized gains of $1.6 million and no gross unrealized losses.

Analysis of Unrealized Losses on Securities Available for Sale

At December 31, 2006 and 2007, the Company's securities available for sale, shown below, were in a continuous unrealized loss position for the periods less than 12 months and 12 months or more.

		December 31, 2006
		Less than 12 months					12 months or more					Total
(Dollars in thousands)		Fair Value		Unrealized Losses		Count	Fair Value		Unrealized Losses		Count	Fair Value		Unrealized Losses		Count
U.S. Treasury		$	—	$	—	—	$	49,875	$	189	1	$	49,875	$	189	1
Other U.S. government			146,098		651	3		547,990		6,897	18		694,088		7,548	21
Mortgage-backed securities			707,334		2,186	31		3,660,514		107,906	265		4,367,848		110,092	296
State and municipal			1,194		2	2		25,674		306	86		26,868		308	88
Asset-backed and debt securities			99,497		466	11		239,936		2,975	22		339,433		3,441	33

	Total securities available for sale	$	954,123	$	3,305	47	$	4,523,989	$	118,273	392	$	5,478,112	$	121,578	439

		December 31, 2007
		Less than 12 months					12 months or more					Total
(Dollars in thousands)		Fair Value		Unrealized Losses		Count	Fair Value		Unrealized Losses		Count	Fair Value		Unrealized Losses		Count
U.S. Treasury		$	1,008	$	—	1	$	—	$	—	—	$	1,008	$	—	1
Other U.S. government			—		—	—		103,355		645	4		103,355		645	4
Mortgage-backed securities			84,878		615	7		2,919,654		45,989	246		3,004,532		46,604	253
State and municipal			—		—	—		9,832		56	36		9,832		56	36
Asset-backed and debt securities			1,624,623		194,963	218		283,706		17,579	29		1,908,329		212,542	247

	Total securities available for sale	$	1,710,509	$	195,578	226	$	3,316,547	$	64,269	315	$	5,027,056	$	259,847	541

The Company's securities are primarily investments in debt securities, which the Company has the ability and intent to hold until recovery of the carrying value. The following describes the nature of the investments, the causes of impairment, the severity and duration of the impairment, if applicable, and a discussion regarding how the Company has determined that the unrealized loss is not other-than-temporary.

U.S. Treasury Securities

U.S. Treasury securities are securities backed by the full faith and credit of the United States government and therefore have no risk of default. These securities are issued at a stated interest rate and mature within one year. All of the unrealized losses on U.S. Treasury securities resulted from rising interest rates subsequent to purchase. Unrealized losses will decline as interest rates fall to the purchased yield and as the securities approach maturity. Since the Company has the ability and intent to hold the U.S. Treasury securities until recovery of the carrying value, which could be maturity, the unrealized loss is considered temporary.

F-75

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 3—Securities (Continued)

Other U.S. Government Securities

Other U.S. Government securities are securities issued by one of the several Government-Sponsored Enterprises (GSEs) such as Fannie Mae, Freddie Mac, Federal Home Loan Banks or Federal Farm Credit Banks. They are not backed by the full faith and credit of the United States government. These securities were issued with a stated interest rate and mature in less than five years. All of the unrealized losses on other U.S. Government securities resulted from rising interest rates subsequent to purchase. Unrealized losses will decline as interest rates fall to the purchased yield and as the securities approach maturity. Since the Company has the ability and intent to hold the other U.S. Government securities until recovery of the carrying value, which could be maturity, the unrealized loss is considered temporary.

Mortgage-Backed Securities

Our mortgage-backed securities consist primarily of agency mortgage securities guaranteed by a GSE such as Fannie Mae or Freddie Mac and relatively small amounts of AAA-rated private label mortgage securities. These securities are collateralized by residential mortgage loans and may be prepaid at par prior to maturity. All of the unrealized losses on the Agency mortgage-backed securities resulted from rising interest rates subsequent to purchase and in the case of private label mortgage securities, additional credit spread widening since purchase. Given their strong credit quality, the likelihood of credit loss is remote, the securities are excluded from the periodic evaluation of other-than-temporary impairment. The securities are subject to the provisions of SFAS No. 91, "Accounting for Non-refundable Fees and Costs Associated with Originating or Acquiring Loans and Initial Direct Costs of Leases," and any purchased premiums in excess of the par amount are evaluated for recoverability on a quarterly basis and the result of that evaluation is recorded in interest income. Unrealized losses, beyond the purchased premium, will decline as interest rates fall to the purchased yield and as the securities approach contractual or expected maturity. Since the Company has the ability and intent to hold the mortgage-backed securities until recovery of the par amount, which could be maturity, the unrealized loss is considered temporary.

State and Municipal Securities

State and municipal securities are primarily securities issued by state and local governments to finance operating expenses and various projects. These securities are issued at a stated interest rate and have varying expected maturities ranging up to 31 years. The majority of the unrealized losses on the state and municipal securities resulted from rising interest rates subsequent to purchase. Unrealized losses will decline as interest rates fall to the purchased yield and as the securities approach maturity. Since the Company has the ability and intent to hold the state and municipal securities until recovery of the carrying value, which could be maturity, the unrealized loss is considered temporary.

Asset-Backed and Debt Securities

Asset-backed and debt securities consist of credit card receivable securities and collateralized loan obligations (CLOs). Certain of these CLOs are highly illiquid and for which fair values are difficult to obtain. Unrealized losses arise from rising interest rates, widening credit spreads, credit quality of the underlying collateral and the market's opinion of the performance of the fund managers. Cash flow analysis of the underlying collateral provides an estimate of other-than-temporary impairment, which is performed quarterly on those securities below Aa investment grade. Any security with a change in credit rating is also subject to cash flow analysis to determine whether or not an other-than-temporary impairment exists. During 2007, the

F-76

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 3—Securities (Continued)

fair value of the CLO portfolio was adversely impacted by the liquidity crisis caused by the subprime loan industry. Although none of the CLOs in the Company's portfolio contain subprime loan assets, widening credit spreads caused their value to decline. Since the securities do not have observable credit quality issues and the Company has the ability and intent to hold the asset-backed and debt securities until recovery of the carrying value, which could be maturity, the unrealized loss is considered temporary.

Collateral

The Company reports securities pledged as collateral in secured borrowings and other arrangements when the secured party can sell or repledge the securities. These securities have been separately identified. If the secured party cannot resell or repledge the securities of the Company, those securities are not separately identified. As of December 31, 2006 and 2007, the Company had collateral pledged for borrowings and to secure public and trust department deposits and for other purposes as required or permitted by law of $2.7 billion and $4.3 billion, respectively. These secured parties are not permitted to resell or repledge those securities.

As of December 31, 2006, the Company had accepted $10.3 million of securities as collateral that it is permitted by contract to sell or repledge. At December 31, 2007, the Company had not accepted any such collateral.

Note 4—Loans and Allowance for Loan Losses

A summary of loans, net of unearned interest and fees (costs) of $1 million and ($15) million, at December 31, 2006 and 2007, respectively, is as follows:

				December 31,
(Dollars in thousands)				December 31,
(Dollars in thousands)				2006		2007
Commercial, financial and industrial⁽¹⁾				$	12,944,771	$	14,563,477
Construction					2,175,545		2,406,729
Mortgage:
	Residential				12,343,792		13,827,241
	Commercial				6,028,242		7,021,299

		Total mortgage			18,372,034		20,848,540
Consumer:
	Installment				1,137,401		1,327,348
	Revolving lines of credit				1,401,173		1,334,132

		Total consumer			2,538,574		2,661,480
Lease financing					581,203		654,467

		Total loans held for investment			36,612,127		41,134,693
		Total loans held for sale			59,596		69,495

			Total loans		36,671,723		41,204,188
			Allowance for loan losses		331,077		402,726

			Loans, net	$	36,340,646	$	40,801,462

⁽¹⁾: Included in commercial, financial and industrial loans at December 31, 2006 and 2007 were overdrafts from various deposit accounts of $100.3 million and $125.8 million, respectively.

F-77

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 4—Loans and Allowance for Loan Losses (Continued)

Changes in the allowance for loan losses were as follows:

		Years Ended December 31,
(Dollars in thousands)		Years Ended December 31,
(Dollars in thousands)		2005			2006			2007
Balance, beginning of year		$	399,156		$	351,532		$	331,077
Loans charged off			(46,545	)		(40,655	)		(18,604	)
Recoveries of loans previously charged off			49,555			25,207			8,489

	Total net loans charged off (recovered)		3,010			(15,448	)		(10,115	)
(Reversal of) provision for allowance for loan losses			(50,683	)		(5,000	)		81,000
Foreign translation adjustment			49			(7	)		764

Ending balance of allowance for loan losses			351,532			331,077			402,726
Allowance for off-balance sheet commitment losses			86,375			81,374			90,374

Allowances for credit losses balance, end of year		$	437,907		$	412,451		$	493,100

Nonaccrual loans totaled $42 million and $56 million at December 31, 2006 and 2007, respectively. There were no troubled debt restructurings at December 31, 2006 and 2007. Loans 90 days past due and still accruing totaled $9.3 million and $20.1 million at December 31, 2006 and 2007, respectively.

Loan Impairment

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

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

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

		December 31,
(Dollars in thousands)		December 31,
(Dollars in thousands)		2005		2006		2007
Impaired loans with an allowance		$	58,892	$	26,739	$	55,522
Impaired loans without an allowance⁽¹⁾			—		—		208

	Total impaired loans⁽²⁾	$	58,892	$	26,739	$	55,730

Allowance for impaired loans		$	13,293	$	2,975	$	11,250
Average balance of impaired loans during the year		$	45,769	$	26,833	$	40,460
Interest income recognized during the year on nonaccrual loans at December 31⁽³⁾		$	16,426	$	3,636	$	3,912

⁽¹⁾: These loans do not require an allowance for credit losses under SFAS No. 114 since the fair values of the impaired loans equal or exceed the recorded investments in the loans.
⁽²⁾: Total impaired loans were evaluated for impairment using three measurement methods as follows: $45 million, $6 million and $41 million were evaluated using the present value of the expected future cash flows at December 31, 2005, 2006 and 2007, respectively; $3 million, $11 million and $0 were evaluated using the fair value of the collateral at December 31, 2005, 2006 and 2007, respectively; and $11 million, $10 million and $15 million were evaluated using historical loss factors at December 31, 2005, 2006 and 2007, respectively.
⁽³⁾: Reflects both interest income recognized on an accrual basis and on a cash basis.

F-78

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 4—Loans and Allowance for Loan Losses (Continued)

Related Party Loans

In some cases, the Company makes loans to related parties including its directors, executive officers, and their affiliated companies. Such loans are recorded in loans on the consolidated balance sheet. At December 31, 2007, related party loans outstanding to individuals who served as directors or executive officers and their affiliated companies at anytime during the year totaled $13 million. The comparable figure at December 31, 2006 totaled $20 million. In the opinion of management, these related party loans were made on substantially the same terms, including interest rates and collateral requirements, as those terms prevailing in the market at the date these loans were made. During 2006 and 2007, there were no loans to related parties that were charged off. Additionally, at December 31, 2006 and 2007, there were no loans to related parties that were nonperforming.

During 2006 and 2007, the Company extended credit to BTMU, its majority stockholder, in the form of overdrafts in BTMU's accounts with the Company in the ordinary course of business. There were no overdraft balances outstanding as of December 31, 2006 and 2007.

Note 5—Goodwill and Other Intangible Assets

The table below reflects the Company's identifiable intangible assets and accumulated amortization on a continuing operations basis at December 31, 2006 and 2007. The identifiable intangible assets related to the discontinued operations of the retirement recordkeeping business have been excluded from this table. In December 2007, $1.4 million of net identifiable intangible assets were eliminated as part of this disposition.

		December 31, 2006							December 31, 2007
Dollars in thousands		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Core Deposit Intangibles⁽¹⁾		$	59,979	$	(49,020	)	$	10,959	$	51,698	$	(45,240	)	$	6,458
Rights-to-Expiration			36,608		(21,320	)		15,288		36,608		(24,498	)		12,110

	Total	$	96,587	$	(70,340	)	$	26,247	$	88,306	$	(69,738	)	$	18,568

⁽¹⁾: Upon the full amortization of the core deposit intangibles, the 2007 carrying amount and accumulated amortization of $8.2 million were eliminated.

F-79

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 5—Goodwill and Other Intangible Assets (Continued)

Total amortization expense on a continuing operations basis for 2005, 2006 and 2007 was $16.8 million, $11.6 million and $7.7 million, respectively.

		Core Deposit Intangibles		Rights-to- Expiration		Total Identifiable Intangible
Estimated amortization expense for the years ending⁽¹⁾:
	2008	$	2,681	$	2,687	$	5,368
	2009		1,571		2,254		3,825
	2010		800		1,870		2,670
	2011		443		1,531		1,974
	2012		336		1,229		1,565
	thereafter		627		2,539		3,166

Total amortization expense after December 31, 2007		$	6,458	$	12,110	$	18,568

⁽¹⁾: The above table reflects amortization expenses on a continuing operations basis.

The changes in the carrying amount of goodwill, which is reported on a consolidated Company basis, during 2005, 2006 and 2007, are shown below. The correction of an error in 2005 in the recognition of deferred taxes related to certain bank acquisitions is included in the table. This error had no impact on net income. In 2007, the Company eliminated $4.8 million in goodwill related to discontinued operations. For further information on discontinued operations see Note 2 to these consolidated financial statements. Additionally, the Company's annual impairment testing for 2005, 2006 and 2007 resulted in no impairment of goodwill.

(Dollars in thousands)	2005			2006			2007
Goodwill, beginning of year	$	450,961		$	454,015		$	453,489
Contingent period adjustments		(1,466	)		—			—
Adjustment for contingent consideration		1,993			(526	)		—
Correction of an error		2,527			—			—
Elimination of goodwill related to discontinued operations		—			—			(4,771	)

Goodwill, end of year	$	454,015		$	453,489		$	448,718

F-80

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 6—Premises and Equipment

Premises and equipment are carried at cost, less accumulated depreciation and amortization. Software in development is included in other assets. As of December 31, 2006 and 2007, the amounts were as follows:

		December 31,
		2006						2007
(Dollars in thousands)		Cost		Accumulated Depreciation and Amortization		Net Book Value		Cost		Accumulated Depreciation and Amortization		Net Book Value
Land		$	64,816	$	—	$	64,816	$	64,192	$	—	$	64,192
Premises			480,838		239,879		240,959		506,880		264,681		242,199
Leasehold improvements			208,936		141,485		67,451		230,018		157,507		72,511
Furniture, fixtures and equipment			600,334		479,907		120,427		621,625		510,330		111,295

	Total	$	1,354,924	$	861,271	$	493,653	$	1,422,715	$	932,518	$	490,197

Rental, depreciation and amortization expenses were as follows:

		Years ended December 31,
(Dollars in thousands)		Years ended December 31,
(Dollars in thousands)		2005		2006		2007
Rental Expense of Premises		$	60,236	$	53,749	$	57,023
Less: rental income			12,961		11,642		10,367

	Net rental expense	$	47,275	$	42,107	$	46,656

Other net rental expense, primarily for equipment		$	482	$	622	$	728

Depreciation and amortization of premises and equipment		$	87,650	$	89,401	$	85,199

Future minimum lease payments are as follows:

(Dollars in thousands)		December 31, 2007
Years ending December 31,
	2008	$	58,474
	2009		55,628
	2010		50,106
	2011		41,965
	2012		26,463
	Later years		91,611

Total minimum operating lease payments		$	324,247

Minimum rental income due in the future under noncancellable subleases		$	2,286

F-81

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 6—Premises and Equipment (Continued)

The lease payments above include $4.9 million for leased properties that relate to discontinued operations on retirement recordkeeping services.

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

At December 31, 2006 and 2007, the Company had recorded a liability of $4.6 million and $4.1 million, respectively, for asset retirement obligations related to both continuing and discontinued operations. These obligations include environmental remediation on buildings and the removal of leasehold improvements from leased premises to be vacated. Additional obligations for hazardous material disposal and premise restoration related to continuing operations are not estimable due to the uncertainty of disposal or lease termination dates.

Note 7—Other Assets

Cost Basis

The Company invests in private capital funds either directly in privately held companies or indirectly through private equity funds. These investments are carried at cost. The investments' fair value is estimated quarterly based on a company's business model, current and projected financial performance, liquidity and overall economic and market conditions. If fair value is estimated to be below cost, an evaluation for other-than-temporary impairment is performed. If any of the factors used to determine fair value indicate that a forecasted recovery is beyond a reasonable period of time, an other-than-temporary impairment is recorded. At December 31, 2006 and 2007, private capital investments had a carrying value of $127.9 million and $137.4 million, respectively. There were no investments in private capital equity securities or funds with costs in excess of fair value.

The Company records foreclosed assets at the lower of cost or fair value, less selling expenses. At December 31, 2006 and 2007, the value of foreclosed assets was $0.6 million and $0.8 million, respectively.

Equity Method

The Company also invests in limited liability partnerships and other entities operating qualified affordable housing projects to receive tax benefits in the form of tax deductions from operating losses and tax credits. These low-income housing credit (LIHC) investments provide tax benefits to investors in the form of tax deductions from operating losses and tax credits. The unguaranteed LIHC investments are initially recorded at cost, and the carrying value is amortized over the period of available tax credits and tax benefits. At December 31, 2006 and December 31, 2007, unguaranteed LIHC investments were carried at the amortized cost of $162.0 million and $257.2 million, respectively.

The Company also invests in guaranteed LIHC investments where the availability of tax credits are guaranteed by a creditworthy entity. These investments are accounted for under the effective yield method. The investments are initially recorded at cost and amortized over the period the tax credits are allocated to provide a constant effective yield. At December 31, 2006 and December 31, 2007, the guaranteed LIHC investments were carried at the amortized cost of $216.7 million and $225.3 million, respectively.

The Company invests in limited liability partnerships that operate renewable energy projects. Tax credits, taxable income and distributions associated with these renewable energy projects are allocated to investors

F-82

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 7—Other Assets (Continued)

according to the terms of the partnership agreements. These investments are accounted for under the equity method, with the initial investment recorded at cost and the carrying value adjusted for partnership allocations received. These investments are tested annually for impairment, based on projected operating results and realizability of tax credits. At December 31, 2006 and December 31, 2007, the carrying value of renewable energy investments was $81.0 million and $134.1 million, respectively.

Note 8—Deposits

At December 31, 2007, the Company had $317.9 million in domestic interest bearing time deposits with a remaining term of greater than one year, of which $75.9 million exceeded $100,000. Maturity information for all domestic interest bearing time deposits with a remaining term of greater than one year is summarized below.

(Dollars in thousands)		December 31, 2007
Due after one year through two years		$	184,003
Due after two years through three years			61,611
Due after three years through four years			33,287
Due after four years through five years			36,602
Due after five years			2,414

	Total	$	317,917

Note 9—Employee Pension and Other Postretirement Benefits

The following information includes both continuing and discontinued operations.

Retirement Plan

The Company maintains the Union Bank of California Retirement Plan (the Pension Plan), which is a domestic noncontributory defined benefit pension plan covering substantially all of the employees of the Company. The Pension Plan provides retirement benefits based on years of credited service and the final average compensation amount, as defined in the Pension Plan. Employees become eligible for this Plan after one year of service and become fully vested after five years of service. The Company's funding policy is to make contributions between the minimum required and the maximum deductible amount as allowed by the Internal Revenue Code. Contributions are intended to provide not only for benefits attributed to services to date, but also for those expected to be earned in the future.

Other Postretirement Benefits

General

The Company maintains the Union Bank of California Employee Health Benefit Plan, which in part provides certain healthcare benefits for its retired employees and life insurance benefits for those employees who retired prior to January 1, 2001, which together are presented as "other benefits." The healthcare cost is shared between the Company and the retiree. The life insurance plan is noncontributory. The accounting for the Other Benefits Plan anticipates future cost-sharing changes that are consistent with the Company's intent to maintain a level of cost-sharing at approximately 25 to 50 percent, depending on age and length of service

F-83

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 9—Employee Pension and Other Postretirement Benefits (Continued)

with the Company. Assets set aside to cover such obligations are primarily invested in mutual funds and insurance contracts.

The following table sets forth the fair value of the assets in the Company's defined benefit pension plan and other postretirement benefit plan as of December 31, 2006 and 2007.

	Pension Benefits Years Ended December 31,						Other Benefits Years Ended December 31,
(Dollars in thousands)	Pension Benefits Years Ended December 31,						Other Benefits Years Ended December 31,
(Dollars in thousands)	2006			2007			2006			2007
Change in plan assets
Fair value of plan assets, beginning of year	$	1,332,261		$	1,595,096		$	137,156		$	164,810
Actual return on plan assets		195,241			138,894			19,865			10,512
Employer contributions		100,000			50,000			17,475			9,540
Plan participants' contributions		—			—			2,612			2,934
Benefits paid		(32,406	)		(39,490	)		(12,298	)		(14,193	)

Fair value of plan assets, end of year	$	1,595,096		$	1,744,500		$	164,810		$	173,603

The following table provides the Company's actual period-end asset allocation by asset category for the Pension Plan and Other Benefits Plan. The Plans do not hold any equity or debt securities issued by the Company or any related parties.

	Pension Plan						Other Benefits Plan
	December 31,						December 31,
Asset Category	December 31,						December 31,
Asset Category	2005		2006		2007		2005		2006		2007
Domestic equity securities	49	%	47	%	46	%	35	%	38	%	38	%
International equity securities	22		21		20		17		17		16
Fixed income debt securities	29		27		29		22		22		24
Insurance contracts	0		0		0		26		23		22
Real estate	0		5		5		0		0		0

Total	100	%	100	%	100	%	100	%	100	%	100	%

The investment objective for the Company's Pension Plan and Other Benefits Plan is to maximize total return within reasonable and prudent levels of risk. The Plans' asset allocation strategy is the principal determinant in achieving expected investment returns on the Plans' assets. The asset allocation strategy favors equities, with a target allocation of 67 percent equity securities, 28 percent debt securities and 5 percent in real estate investments. Additionally, the Health Plan holds investments in an insurance contract with Hartford Life that is separate from the target allocation. Actual asset allocations may fluctuate within acceptable ranges due to market value variability. If market fluctuations cause an asset class to fall outside of its strategic asset allocation range, the portfolio will be rebalanced as appropriate. A core equity position of domestic large cap and small cap stocks will be maintained, in conjunction with a diversified portfolio of international equities and fixed income securities. Plan asset performance is compared against established indices and peer groups to evaluate whether the risk associated with the portfolio is appropriate for the level of return.

The Company periodically reconsiders the appropriate strategic asset allocation and the expected long-term rate of return for plan assets. Management evaluates the investment return volatility of different

F-84

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 9—Employee Pension and Other Postretirement Benefits (Continued)

asset classes and compares the liability structure of the Company's plan to those of other companies, while considering the Company's funding policy to maintain a funded status sufficient to meet participants' benefit obligations, and reducing long-term funding requirements and pension costs. Based on this information, the Company updates its asset allocation strategy and target investment allocation percentages for the assets of the plan, as well as adopts an expected long-term rate of return.

The following table sets forth the benefit obligation activity and the funded status for each of the Company's plans at December 31, 2006 and 2007. In addition, the table sets forth the over/(under) funded status recognized under SFAS No. 158 at December 31, 2006 and 2007. This pension benefits table does not include the obligations for the Executive Supplemental Benefit Plans (ESBPs).

	Pension Benefits						Other Benefits
	Years Ended December 31,						Years Ended December 31,
(Dollars in thousands)	Years Ended December 31,						Years Ended December 31,
(Dollars in thousands)	2006			2007			2006			2007
Accumulated benefit obligation	$	1,056,596		$	1,156,309

Change in projected benefit obligation
Projected benefit obligation, beginning of year	$	1,176,738		$	1,197,110		$	167,583		$	181,895
Service cost		54,007			50,234			7,227			8,128
Interest cost		65,147			71,191			9,197			11,004
Plan participants' contributions		—			—			2,612			2,934
Actuarial loss (gain)		(66,376	)		26,803			7,022			9,672
Medicare part D employer subsidy payments		—			—			552			620
Benefits paid		(32,406	)		(39,490	)		(12,298	)		(14,193	)

Projected benefit obligation, end of year	$	1,197,110		$	1,305,848		$	181,895		$	200,060

Over/(under) funded status	$	397,986		$	438,652		$	(17,085	)	$	(26,457	)

Upon adoption of SFAS No. 158 at December 31, 2006, the Company recognized an adjustment to other comprehensive income of $161.2 million, net of tax of $99.8 million. This adjustment for previously unrecognized transition liabilities, prior service costs and actuarial losses was $125.6 million, net of tax for pension benefits and $35.6 million, net of tax for other benefits. The Company also recorded a pension asset of $398.0 million, other benefits liabilities of $17.1 million and a reduction of deferred taxes liabilities of $99.8 million. The incremental effect of applying the recognition provisions of SFAS No. 158 on the Company's statement of financial position as of December 31, 2006 is as follows.

(Dollars in thousands)	Before application of SFAS No. 158			Effect of Adjustment Increase/(Decrease)			After application of SFAS No. 158
Other assets	$	2,392,612		$	(243,658	)	$	2,148,954

Total assets	$	52,863,234		$	(243,658	)	$	52,619,576

Other liabilities	$	1,627,636		$	(82,471	)	$	1,545,165

Total liabilities	$	48,130,646		$	(82,471	)	$	48,048,175

Accumulated other comprehensive loss	$	(98,187	)	$	(161,187	)	$	(259,374	)

Total stockholders' equity	$	4,732,588		$	(161,187	)	$	4,571,401

F-85

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 9—Employee Pension and Other Postretirement Benefits (Continued)

The following table illustrates the changes that would have been disclosed in accumulated other comprehensive loss, before any income tax effect, if the recognition requirements of SFAS No. 158 had been applied throughout the periods ended December 31, 2005 and 2006 as well as the changes that were reflected in accumulated other comprehensive income during 2007. Pension benefits do not include the ESBPs.

(Dollars in thousands)	Pension Benefits						Other Benefits
Amounts Recognized in Other Comprehensive Income	Net Actuarial (Gain)/Loss			Prior Service Costs			Transition Assets			Net Actuarial (Gain)/Loss			Prior Service Costs
Balance, December 31, 2004	$	320,340		$	2,390		$	16,279		$	36,290		$	(1,153	)
Arising during the year		89,985			—			—			18,090			—
Recognized in net income during the year		(26,624	)		(1,067	)		(2,035	)		(2,794	)		96

Balance, December 31, 2005		383,701			1,323			14,244			51,586			(1,057	)
Arising during the year		(148,178	)		—			—			(979	)		—
Recognized in net income during the year		(32,361	)		(1,067	)		(2,034	)		(4,242	)		96

Balance, December 31, 2006		203,162			256			12,210			46,365			(961	)
Arising during the year		14,254			—			—			12,782			—
Recognized in net income during the year		(16,009	)		(256	)		(2,035	)		(3,774	)		96

Balance, December 31, 2007	$	201,407		$	—		$	10,175		$	55,373		$	(865	)

At December 31, 2006 and 2007, the following amounts were recognized in accumulated other comprehensive loss for pension, including ESBP's and other benefits.

	December 31, 2006
(Dollars in thousands)	December 31, 2006
(Dollars in thousands)	Pension Benefits						Other Benefits
	Gross		Tax		Net of Tax		Gross			Tax			Net of Tax
Transition liability	$	—	$	—	$	—	$	12,210		$	4,670		$	7,540
Net actuarial loss		203,162		77,709		125,453		46,365			17,735			28,630
Prior service costs		256		98		158		(961	)		(367	)		(594	)

Adjustment for adoption of SFAS No. 158		203,418		77,807		125,611		57,614			22,038			35,576
Minimum pension liability adjustment		21,258		8,131		13,127		—			—			—

Pension and other benefits adjustment	$	224,676	$	85,938	$	138,738	$	57,614		$	22,038		$	35,576

F-86

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 9—Employee Pension and Other Postretirement Benefits (Continued)

	December 31, 2007
(Dollars in thousands)	December 31, 2007
(Dollars in thousands)	Pension Benefits						Other Benefits
	Gross		Tax		Net of Tax		Gross			Tax			Net of Tax
Transition liability	$	—	$	—	$	—	$	10,175		$	3,892		$	6,283
Net actuarial loss		201,407		77,038		124,369		55,373			21,180			34,193
Prior service costs		—		—		—		(865	)		(331	)		(534	)

Pension and other benefits adjustment		201,407		77,038		124,369		64,683			24,741			39,942

Executive Supplemental Benefits Plans
Net actuarial loss		22,393		8,565		13,828		—			—			—
Prior Service Costs		202		77		125		—			—			—

Executive Supplemental Benefits Plans Adjustment		22,595		8,643		13,952		—			—			—

Pension and other benefits adjustment	$	224,002	$	85,681	$	138,321	$	64,683		$	24,741		$	39,942

The Company expects to make cash contributions of $12 million to the Other Benefits Plan for postretirement benefits and no cash contributions to the Pension Plan in 2008.

Estimated Future Benefit Payments and Subsidies

The following pension and postretirement benefit payments, which reflect expected future service, as appropriate, are expected to be paid over the next 10 years and Medicare Part D Subsidies are expected to be received over the next 10 years. These tables do not include the ESBPs.

(Dollars in thousands)	Pension Benefits		Postretirement Benefits		Medical Part D Subsidies
Years ending December 31,
2008	$	42,139	$	11,627	$	798
2009		46,204		12,350		854
2010		50,517		13,025		902
2011		55,612		13,742		946
2012		61,743		14,202		997
Years 2013-2017		410,355		80,448		5,774

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

	Pension Benefits				Other Benefits
	Years Ended December 31,				Years Ended December 31,
	2006		2007		2006		2007
Discount rate in determining net periodic benefit cost	5.50	%	6.00	%	5.50	%	6.00	%
Discount rate in determining benefit obligations at year end	6.00		6.00		6.00		6.00
Rate of increase in future compensation levels for determining net periodic benefit cost	4.70		4.70		—		—
Rate of increase in future compensation levels for determining benefit obligations at year end	4.70		4.70		—		—
Expected return on plan assets	8.25		8.25		8.25		8.25

F-87

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 9—Employee Pension and Other Postretirement Benefits (Continued)

		Pension Benefits									Other Benefits
		Years Ended December 31,									Years Ended December 31,
(Dollars in thousands)		Years Ended December 31,									Years Ended December 31,
(Dollars in thousands)		2005			2006			2007			2005			2006			2007
Components of net periodic benefit cost
Service cost		$	45,530		$	54,007		$	50,234		$	6,203		$	7,227		$	8,127
Interest cost			58,351			65,147			71,191			8,461			9,198			11,004
Expected return on plan assets			(95,865	)		(113,439	)		(126,344	)		(10,401	)		(11,625	)		(13,912	)
Amortization of prior service cost			1,067			1,067			256			(96	)		(96	)		(96	)
Amortization of transition amount			—			—			—			2,035			2,034			2,035
Recognized net actuarial loss			26,624			32,361			16,009			2,794			4,242			3,774

	Total net periodic benefit cost	$	35,707		$	39,143		$	11,346		$	8,996		$	10,980		$	10,932

At December 31, 2006 and 2007, the following amounts were forecasted to be recognized in 2007 and 2008 net periodic benefit costs. These tables do not include the ESBPs.

	In 2007					In 2008
(Dollars in thousands)	Pension Benefits		Other Benefits			Pension Benefits		Other Benefits
Transition liability	$	—	$	2,034		$	—	$	2,035
Net actuarial loss		14,025		3,074			10,549		3,912
Prior service costs		256		(96	)		—		(96	)

Amounts to be reclassified from accumulated other comprehensive loss	$	14,281	$	5,012		$	10,549	$	5,851

The Company's assumed weighted-average healthcare cost trend rates are as follows.

	Year ended December 31,
	2005		2006		2007
Health care cost trend rate assumed for next year	8.93	%	8.06	%	9.36	%
Rate to which cost trend rate is assumed to decline (the ultimate trend rate)	5.00	%	5.00	%	5.00	%
Year the rate reaches the ultimate trend rate	2011		2011		2013

The healthcare cost trend rate assumptions have a significant effect on the amounts reported for the Health Plan. A one-percentage-point change in assumed healthcare cost trend rates would have the following effects.

(Dollars in thousands)		1-Percentage- Point Increase			1-Percentage- Point Decrease
Effect on total of service and interest cost components		$	2,816		$	(2,325	)
Effect on postretirement benefit obligation			21,935			(18,625	)

Executive Supplemental Benefit Plans

The Company has several ESBPs, which provide eligible employees with supplemental retirement benefits. The plans are unfunded. The accrued liability for ESBPs included in other liabilities in the Consolidated Balance Sheets was $60 million and $62 million at December 31, 2006 and 2007, respectively. The Company's expense relating to the ESBPs for the periods ended December 31, 2005, 2006

F-88

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 9—Employee Pension and Other Postretirement Benefits (Continued)

and 2007, was $5.3 million, $6.4 million and $6.6 million, respectively. These plans had intangible assets of $1.2 million as of December 31, 2005 and none as of December 31, 2006. Due to an additional minimum liability, these plans also had accumulated other comprehensive loss before taxes of $17.0 million and $21.3 million as of December 31, 2005 and 2006, respectively.

Section 401(k) Savings Plans

The Company has a defined contribution plan authorized under Section 401(k) of the Internal Revenue Code. All benefits-eligible employees are eligible to participate in the plan. Employees may contribute up to 25 percent of their pre-tax covered compensation or up to 10 percent of their after-tax covered compensation through salary deductions to a combined maximum of 25 percent. The Company contributes 50 percent of every pre-tax dollar an employee contributes up to the first 6 percent of the employee's pre-tax covered compensation. Employees are fully vested in the employer's contributions immediately. In addition, the Company may make a discretionary annual profit-sharing contribution up to 2.5 percent of an employee's pay. This profit-sharing contribution is for all eligible employees, regardless of whether an employee is participating in the 401(k) plan, and is dependent upon on the Company's annual financial performance. All employer contributions are tax deductible by the Company. The Company's combined matching contribution expense was $23 million, $20 million and $20 million for the years ended December 31, 2005, 2006 and 2007, respectively.

Note 10—Other Noninterest Income and Noninterest Expense

The details of other noninterest income and noninterest expense are as follows.

Other Noninterest Income

		Years Ended December 31,
(Dollars in thousands)		Years Ended December 31,
(Dollars in thousands)		2005		2006		2007
Private capital and other investment income		$	35,307	$	29,432	$	58,583
International commission and fees			11,316		9,616		8,074
Gains on sale of nonmortgage loans, net			122		313		531
Other			83,604		86,295		88,224

	Total other noninterest income	$	130,349	$	125,656	$	155,412

Other Noninterest Expense

		Years Ended December 31,
(Dollars in thousands)		Years Ended December 31,
(Dollars in thousands)		2005		2006		2007
Advertising and public relations		$	36,677	$	43,920	$	41,627
Data processing			31,834		31,041		33,053
Travel			16,357		18,446		20,368
Printing and office supplies			19,073		17,794		16,434
Intangible asset amortization			16,822		11,591		7,679
Other			74,834		85,685		100,100

	Total other noninterest expense	$	195,597	$	208,477	$	219,261

F-89

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 11—Income Taxes

The following table is an analysis of the effective tax rate on continuing operations.

			Years Ended December 31,
			2005		2006		2007
Federal income tax rate			35	%	35	%	35	%
Net tax effects of:
	State income taxes, net of federal income tax benefit		2		2		5
	California state tax refund, net of federal and state tax expense		—		(7	)	—
	Tax credits		(3	)	(4	)	(6	)
	Other		(1	)	—		—

		Effective tax rate	33	%	26	%	34	%

The effective tax rates on discontinued operations for the years ended December 31, 2005, 2006 and 2007 were 36%, 37% and 47%, respectively. The effective tax rate on discontinued operations for 2007 was higher due to the nondeductibility of penalties.

The components of income tax expense were as follows.

			Years Ended December 31,
(Dollars in thousands)			Years Ended December 31,
(Dollars in thousands)			2005			2006			2007
Taxes currently payable:
	Federal		$	265,880		$	315,367		$	242,247
	State			26,459			(89,826	)		61,859
	Foreign			1,505			1,949			7,119

		Total currently payable		293,844			227,490			311,225

Taxes deferred:
	Federal			63,094			34,137			(18,456	)
	State			3,317			8,498			482
	Foreign			(1,181	)		(4	)		(568	)

		Total deferred		65,230			42,631			(18,542	)

		Total income tax expense on continuing operations		359,074			270,121			292,683
		Income tax expense on discontinued operations		70,913			(4,808	)		33,694

		Total income tax expense	$	429,987		$	265,313		$	326,377

F-90

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 11—Income Taxes (Continued)

The components of the Company's net deferred tax balances were as follows.

				December 31,
(Dollars in thousands)				December 31,
(Dollars in thousands)				2006		2007
Deferred tax assets:
	Allowance for loan and off-balance sheet commitment losses			$	177,003	$	199,284
	Accrued income and expense				80,182		78,034
	Unrealized losses on pension benefits				109,982		85,713
	Unrealized net losses on securities available for sale				35,850		80,008
	Unrealized net losses on cash flow hedges				16,975		—
	State taxes				9,583		46,923
	Other				5,570		45,483

		Total deferred tax assets			435,145		535,445
Deferred tax liabilities:
	Leasing				508,825		507,675
	Depreciation				4,690		—
	Intangibles				8,057		6,043
	Pension liabilities				230,624		245,532
	Unrealized net gains on cash flow hedges				—		14,596
	Other				2,246		748

		Total deferred tax liabilities			754,442		774,594

			Net deferred tax liability	$	319,297	$	239,149

It is management's opinion that no valuation allowance is necessary because the tax benefits from the Company's deferred tax assets are expected to be realized through carrybacks to prior taxable years, future reversals of existing temporary differences or in future tax returns.

The Company has filed its 2005 and 2006, and intends to file its 2007 California franchise tax returns on the worldwide unitary basis, incorporating the financial results of MUFG and its worldwide affiliates. In 2007, the Company recognized an $11.6 million state income tax expense to reflect the difference between the estimate of California state tax expense for 2006 and the actual tax reported in the 2006 California franchise tax return.

In 2006, the State of California Franchise Tax Board approved a settlement between the Company and the State of California to recover taxes paid for the calendar years 1989 through 1995. The Company received a refund of tax and interest of $113.7 million ($72.8 million net of federal and state taxes applicable to the refund). The refund was recognized as a credit to state income tax expense in 2006.

In 2005, the Company reduced federal income tax expense by $10.0 million to reflect a reduction to its reserve for estimated amounts owed to the Internal Revenue Service with respect to certain leverage leasing transactions. The change in estimate reflected management's view of the liability based on settlement discussions with the IRS Appeals Division. In 2005, the Company also recognized a $4.1 million state income tax benefit primarily to reflect the difference between the estimate of California state tax expense for 2004 and the actual tax reported in the 2004 California franchise tax return and $3.1 million of California Enterprise Zone tax credits for which it qualified during the year.

F-91

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 11—Income Taxes (Continued)

The changes in unrecognized tax benefits were as follows:

(Dollars in thousands)	Year Ended December 31, 2007
Balance, beginning of year	$	137,386
Gross increases as a result of tax positions taken during prior periods		6,821
Gross decreases as a result of tax positions taken during prior periods		(11,347	)
Gross increases as a result of tax positions taken during current period		15,781
Reductions as a result of a lapse of the applicable statute of limitations		(10,959	)

Balance, end of year	$	137,682

Included in total unrecognized tax benefits as of December 31, 2007 was $84.6 million that, if recognized, would result in adjustments to other income tax accounts, primarily deferred taxes. The amount of unrecognized tax benefits that would affect the effective tax rate, if recognized, was $53.1 million.

Interest and penalties pertaining to unrecognized tax benefits are recognized in income tax expense. The Company recognized $1.5 million of interest expense during the year ended December 31, 2007. As of December 31, 2007, the Company had accrued $10.5 million of interest expense and no penalties related to unrecognized tax benefits. The Company does not accrue interest income on income tax refunds until they are realized.

During the next 12 months, it is reasonably possible that the statute of limitations pertaining to positions taken by the Company with respect to certain affiliates in prior year state income tax returns may lapse. As a result, the total amount of unrecognized tax benefits may decrease by zero up to $14.8 million. Should this decrease occur, the net impact to income tax expense, including interest, would be up to $12.0 million. The Company does not expect any other material increases or decreases to unrecognized tax benefits during the next 12 months. However, the Company is subject to federal and state tax examinations, as well as ongoing litigation concerning our lease-in/lease-out (LILO) transactions. Therefore, the Company's estimate of unrecognized tax benefits is subject to change based on new developments and information. The Company's years open to examination by major jurisdictions are 2003 and forward.

F-92

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 12—Borrowed Funds

The following is a summary of the major categories of borrowed funds:

			December 31,
(Dollars in thousands)			December 31,
(Dollars in thousands)			2006			2007
Federal funds purchased and securities sold under repurchase agreements with weighted average interest rates of 5.18% and 4.29% at December 31, 2006 and 2007, respectively⁽¹⁾			$	1,083,927		$	1,631,602
Commercial paper, with weighted average interest rates of 4.99% and 4.25% at December 31, 2006 and 2007, respectively				1,661,163			1,266,656
Other borrowed funds:
	Federal Home Loan Bank borrowings, with weighted average interest rates of 6.77% and 4.52% at December 31, 2006 and 2007, respectively			1,000			949,000
	Term federal funds purchased, with weighted average interest rates of 5.37% and 4.79% at December 31, 2006 and 2007, respectively			351,700			805,970
	All other borrowed funds, with weighted average interest rates of 4.26% and 5.23% at December 31, 2006 and 2007, respectively			79,701			120,653

		Total borrowed funds	$	3,177,491		$	4,773,881

Federal funds purchased and securities sold under repurchase agreements:
	Maximum outstanding at any month end		$	1,083,927		$	1,823,872
	Average balance during the year			701,614			1,142,487
	Weighted average interest rate during the year⁽¹⁾			4.80	%		4.93	%
Commercial paper:
	Maximum outstanding at any month end		$	1,859,747		$	1,875,647
	Average balance during the year			1,582,226			1,549,681
	Weighted average interest rate during the year			4.74	%		4.92	%
Other borrowed funds:
	Federal Home Loan Bank borrowings:
	Maximum outstanding at any month end		$	5,800		$	949,000
	Average balance during the year			2,657			35,312
	Weighted average interest rate during the year			8.05	%		4.59	%
	Term federal funds purchased:
	Maximum outstanding at any month end		$	703,310		$	2,005,340
	Average balance during the year			217,646			716,115
	Weighted average interest rate during the year			5.28	%		5.25	%
	All other borrowed funds:
	Maximum outstanding at any month end		$	172,858		$	120,653
	Average balance during the year			74,674			62,151
	Weighted average interest rate during the year			4.89	%		5.94	%

⁽¹⁾: Weighted average interest rates provided relate to external funding and do not reflect the expenses allocated on net funding to discontinued operations. For further information, see Note 2 to these Consolidated Financial Statements.

F-93

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 12—Borrowed Funds (Continued)

At December 31, 2007, federal funds purchased and securities sold under repurchase agreements had a weighted average remaining maturity of 15 days. The commercial paper outstanding had a weighted average remaining tenure of 21 days.

At December 31, 2007, Federal Home Loan Bank borrowings had a weighted average remaining maturity of 78 days. Other borrowed funds consist primarily of term federal funds purchased, which had a weighted average remaining maturity of 16 days. Included in other borrowed funds in 2005 and 2006 are assumed mortgage notes related to the Company's administrative facility at Monterey Park, California. These notes were assumed from an unrelated third party. At December 31, 2007, the notes consisted of 8 zero coupon notes with varying maturity dates through 2011. Maturities of these notes for the next four years are as follows: $5.6 million in 2008, $6.2 million in 2009, $6.2 million in 2010 and $6.4 million in 2011.

Note 13—Medium- and Long-Term Debt

The following is a summary of the Company's medium-term senior debt and long-term subordinated debt.

			December 31,
(Dollars in thousands)			December 31,
(Dollars in thousands)			2006		2007
Medium-Term senior debt:
	Floating rate notes due March 2009. These notes bear interest at 0.020% above 3-month London Interbank Offered Rate (LIBOR).		$	—	$	750,000
Long-Term subordinated debt:
	Floating rate note with interest at 0.325% above 3-month LIBOR was retired in June 2007			199,976		—
	Fixed rate 5.25% notes due December 2013			395,928		413,092
	Fixed rate 5.95% notes due May 2016			722,943		750,530

		Total medium- and long-term debt	$	1,318,847	$	1,913,622

Medium-Term Debt

On March 23, 2007, the Bank issued $750 million of Floating Rate Senior Bank Notes due on March 23, 2009. The Senior Notes were issued at 100 percent of their face value, and bear a floating interest rate of 3-month LIBOR plus 2 basis points. Interest is payable and resets quarterly in March, June, September and December of each year, with the first interest payment and interest reset date on June 23, 2007. The Senior Notes are not redeemable at the option of the Bank prior to maturity or subject to repayment at the option of the holders prior to maturity. For the year ended December 31, 2007, the weighted average interest rate of the medium term debt, including the impact of the deferred issuance costs, was 5.46 percent.

Long-Term Debt

In June 2007, the Company retired $200 million of floating-rate subordinated debt payable to BTMU. The note had an interest rate of 0.325% above the 3-month LIBOR rate, and was retired at par plus accrued interest.

On December 8, 2003, the Company issued $400 million of long-term subordinated debt. For the year ended December 31, 2007, the weighted average interest rate of the long-term subordinated debt, including

F-94

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 13—Medium- and Long-Term Debt (Continued)

the impact of the deferred issuance costs, was 5.38 percent. The notes are junior obligations to the Company's existing and future outstanding senior indebtedness.

The Company converted its 5.25 percent fixed rate on these notes to a floating rate of interest utilizing a $400 million notional interest rate swap, which qualified as a fair value hedge at December 31, 2007. This transaction meets all of the requirements for utilizing the shortcut method for measuring effectiveness under SFAS No. 133. At December 31, 2007, the market value adjustment to the long-term debt was an unrealized loss of $14.0 million and to the fair value of the hedge was an unrealized gain of $14.0 million. The weighted average interest rate, including the impact of the hedge and deferred issuance costs, was 5.77 percent for the year ended December 31, 2007.

On May 11, 2006, the Bank issued $700 million of ten-year subordinated notes due on May 11, 2016. The subordinated notes, which were issued at a discount price of 99.61 percent of their face value, bear a fixed interest rate of 5.95 percent, payable semi-annually on May 11 and November 11, with the first interest payment date on November 11, 2006. For the year ended December 31, 2007, the weighted average interest rate of the long-term subordinated debt, including the impact of the deferred issuance costs, was 6.07 percent. The subordinated notes are junior obligations to the Bank's existing and future outstanding senior indebtedness and the claims of depositors and general creditors of the Bank. The subordinated notes are not redeemable at the option of the Bank prior to maturity or subject to repayment at the option of the holders prior to maturity.

The Bank converted its 5.95 percent fixed rate on these notes to a floating rate of interest utilizing $700 million notional amount of interest rate swaps, which qualified as a fair value hedge at December 31, 2007. This transaction meets all of the requirements for utilizing the shortcut method for measuring hedge effectiveness. At December 31, 2007, the market value adjustment to the long-term debt was an unrealized loss of $52.8 million and to the fair value of the hedge was an unrealized gain of $52.8 million. After including the impact of the related hedge, the amortization of the discount and the deferred issuance costs, the weighted average interest rate of the subordinated notes was 5.83 percent for the year ended December 31, 2007.

Both fixed rate subordinated debt qualify as Tier 2 risk-based capital under the Federal Reserve Board guidelines for assessing regulatory capital. For the Company's and the Bank's total risk-based capital ratios, the amount of notes that qualify as capital is reduced as the notes approach maturity. For each of the years ended December 31, 2006 and 2007, $1.1 billion of the notes qualified as risk-based capital for the Company. For each of the years ended December 31, 2006 and 2007, $0.7 billion of the notes qualified as risk-based capital for the Bank.

Provisions of the subordinated notes restrict the Company's ability to engage in mergers, consolidations and transfers of substantially all assets.

Note 14—UnionBanCal Corporation—Junior Subordinated Debt Payable to Subsidiary Grantor Trust

On March 23, 2000, Business Capital Trust I issued $10 million preferred securities to the public and $0.3 million common securities to the Company. The proceeds of such issuances were invested by Business Capital Trust I in $10.3 million aggregate principal amount of the Company's 10.875 percent debt securities due March 8, 2030 (the Trust Notes). The Trust Notes represent the sole asset of Business Capital Trust I. The Trust Notes mature on March 8, 2030, bear interest at the rate of 10.875 percent, payable semi-annually, and are redeemable by the Company at a premium (with premium declining each year) beginning on or after

F-95

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 14—UnionBanCal Corporation—Junior Subordinated Debt Payable to Subsidiary Grantor Trust (Continued)

March 8, 2010 through March 7, 2020 plus any accrued and unpaid interest to the redemption date. On or after March 8, 2020, the Trust Notes are redeemable by the Company at 100 percent of the principal amount.

Holders of the preferred and common securities are entitled to cumulative cash distributions at an annual rate of 10.875 percent of the liquidation amount of $1,000 per capital security. The preferred securities are subject to mandatory redemption upon repayment of the Trust Notes and are callable at a premium (with premium declining each year) at 105.438 percent of the liquidation amount beginning on or after March 8, 2010 through March 7, 2020 plus any accrued and unpaid interest to the redemption date. On or after March 8, 2020, the preferred securities are redeemable at 100 percent of the principal. Business Capital Trust I exists for the sole purpose of issuing the preferred securities and investing the proceeds in the Trust Notes issued by the Company.

On September 7, 2000, MCB Statutory Trust I completed an offering of 10.6 percent preferred securities of $3.0 million to the public and $0.1 million common securities to the Company. The proceeds of such issuance were invested by MCB Statutory Trust I in $3.1 million aggregate principal amount of the Company's 10.6 percent debt securities due September 7, 2030 (the Trust Notes). The Trust Notes represent the sole assets of MCB Statutory Trust I. The Trust Notes mature on September 7, 2030, bear interest at the rate of 10.6 percent, payable semi-annually and are redeemable by the Company at a premium (with premium declining each year) beginning on or after September 7, 2010 through September 6, 2020 plus any accrued and unpaid interest to the redemption date. On or after September 7, 2020, the Trust Notes are redeemable by the Company at 100 percent of the principal amount.

Holders of the preferred securities and common securities are entitled to cumulative cash distributions at an annual rate of 10.6 percent of the liquidation amount of $1,000 per capital security. The preferred securities are subject to mandatory redemption upon repayment of the Trust Notes and are callable at a premium (with premium declining each year) at 105.3 percent of the liquidation amount beginning on or after September 7, 2010 through September 6, 2020 plus any accrued and unpaid interest to the redemption date. On or after September 7, 2020, the preferred securities are redeemable at 100 percent of the principal amount. MCB Statutory Trust I exists for the sole purpose of issuing the preferred securities and investing the proceeds in the Trust Notes issued by the Company.

The weighted average interest rate for all Trust Notes were 6.31 percent and 6.50 percent for the years ended December 31, 2006 and 2007, respectively.

Note 15—Dividend Reinvestment and Stock Purchase Plan

The Company has a dividend reinvestment and stock purchase plan for stockholders. Participating stockholders have the option of purchasing additional shares at the full market price with cash payments of $25 to $3,000 per quarter. The Company obtains shares required for reinvestment primarily through open market purchases. During 2005, 2006 and 2007, 88,560 shares, 102,449 shares and 128,989 shares, respectively, were required for dividend reinvestment purposes and none of which were considered new issuances. BTMU did not participate in the plan in 2005, 2006 or 2007.

F-96

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 16—Management Stock Plans

The Company has two management stock plans. The Year 2000 UnionBanCal Corporation Management Stock Plan, as amended (the 2000 Stock Plan), and the UnionBanCal Corporation Management Stock Plan, restated effective June 1, 1997 (the 1997 Stock Plan), have 20.0 million and 6.6 million shares, respectively, of the Company's common stock authorized to be awarded to key employees, outside directors and consultants of the Company at the discretion of the Executive Compensation and Benefits Committee of the Board of Directors (the Committee). Employees on rotational assignment from BTMU are not eligible for stock awards.

The Committee determines the term of each stock option grant, up to a maximum of ten years from the date of grant. The exercise price of the options issued under the stock plans may not be less than the fair market value on the date the option is granted. Beginning in 2006, the value of options is recognized as compensation expense over the vesting period during which the employees are required to provide service. Prior to January 1, 2006, the Company's unrecognized compensation expense for nonvested restricted stock reduced retained earnings. Upon the adoption of SFAS No. 123(R), $19 million was reclassified from retained earnings to additional paid-in capital. The value of the restricted stock at the date of grant is recognized as compensation expense over its vesting period with a corresponding credit adjustment to additional paid-in capital. All cancelled or forfeited options and restricted stock become available for future grants.

Under the 2000 Stock Plan, the Company grants stock options and restricted stock. Additionally under this plan, the Company issues shares of common stock upon the vesting and settlement of performance shares settled in common stock and restricted stock units, as well as upon the settlement of stock units. Under the 1997 Stock Plan, the Company issues shares of common stock upon exercise of outstanding stock options. The Company issues new shares of common stock for all awards under the stock plans. A total of 5,445,210 shares, 3,692,736 shares and 1,095,526 shares were available for future grants under the 2000 Stock Plan at December 31, 2005, 2006 and 2007, respectively. These available shares have taken into account the outstanding number of shares of stock options and restricted stock, as well as the maximum number of shares that may be issued upon the vesting and settlement of outstanding performance shares settled in common stock and restricted stock units, and upon the settlement of outstanding stock units. The remaining shares under the 1997 Stock Plan are not available for future grants.

The Committee determined that performance share awards granted in 2006 and 2007 were to be redeemed in shares.

Stock Options

Under the 2000 Stock Plan, the Company granted options to various key employees, including policy-making officers, and to non-employee directors for selected years. Under both the 1997 and 2000 Stock Plans, options granted to employees vest pro-rata on each anniversary of the grant date and become fully exercisable three years from the grant date, provided that the employee has completed the specified continuous service requirement. Generally, the options vest earlier if the employee dies, is permanently disabled, or retires under certain grant, age, and service conditions or terminates employment under certain conditions. Options granted to non-employee directors are fully vested on the grant date and exercisable 33¹/3 percent on each anniversary under the 1997 Stock Plan, and are fully vested and exercisable on the grant date under the 2000 Stock Plan.

F-97

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 16—Management Stock Plans (Continued)

The following is a summary of stock option transactions under the stock plans.

		For the Year Ended December 31, 2007
		Number of Shares		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Options outstanding, beginning of the period⁽¹⁾		8,326,241		$	49.24
	Granted	2,219,403			55.33
	Exercised	(800,860	)		41.58
	Forfeited	(71,638	)		66.16

Options outstanding, end of the period⁽¹⁾		9,673,146		$	51.14	4.88	$	35,555

Options exercisable, end of the period		6,519,040		$	47.43	4.25	$	25,478

⁽¹⁾: Options not expected to vest are included in options outstanding. Amounts are not material.

The fair value of each option grant is estimated on the date of grant utilizing the Black-Scholes option pricing model and using the assumptions noted in the following table. The Black-Scholes option pricing model is applied to option tranches based on expected terms that result in ranges of input assumptions, such ranges are disclosed below. Expected volatilities are based on historical data and implied volatilities from traded options on the Company's stock, and other factors. The Company uses historical data to estimate option exercise and employee terminations within the valuation model. The expected term of an option granted is derived from the output of the option valuation model, which is based on historical data and represents the period of time that the option granted is expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant based on the expected term.

	For the Year Ended December 31,
	2005			2006			2007
Weighted-average fair value—per share	$	13.38		$	12.31		$	7.04
Risk-free interest rates (a range for 1 to 7 year tenors)		3.4 - 4.3	%		4.3 - 5.05	%		3.71	%
Expected volatility		27.0	%		16.6 - 22.9	%		16.9 - 21.0	%
Weighted-average expected volatility		27.0	%		19.4	%		19.8	%
Expected term (in years)		4.4			3.4 - 5.4			3.8 - 4.4
Weighted-average expected dividend yield		2.7	%		2.7	%		4.3	%

The total intrinsic value of options exercised during 2005, 2006 and 2007 was $50.4 million, $37.9 million and $16.0 million, with a corresponding tax benefit of $17.9 million, $13.5 million and $5.7 million, respectively. The total fair value of options vested during the years ended December 31, 2005, 2006 and 2007 was $38.3 million, $28.9 million and $20.5 million, respectively.

F-98

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 16—Management Stock Plans (Continued)

The Company recognized $22.4 million and $13.0 million of compensation cost for share-based payment arrangements related to stock option awards with $8.4 million and $5.0 million of corresponding tax benefit during the years ended December 31, 2006 and 2007, respectively. As of December 31, 2007, the total unrecognized compensation cost related to nonvested stock option awards was $17.5 million and the weighted-average period over which the cost is expected to be recognized was 1.2 years.

Restricted Stock

In general, restricted stock awards are granted under the 2000 Stock Plan to key employees, and in 2005, to non-employee directors. The awards of restricted stock granted to employees vest pro-rata on each anniversary of the grant date and become fully vested four years from the grant date, provided that the employee has completed the specified continuous service requirement. Generally, they vest earlier if the employee dies, is permanently and totally disabled, retires under certain grant, age, and service conditions or terminates employment under certain conditions. The awards of restricted stock granted to existing non-employee directors in 2005 vested in full in July 2006. Restricted stockholders have the right to vote their restricted shares and receive dividends. The grant date fair value of awards is equal to the closing price on date of grant.

The following is a summary of the Company's nonvested restricted stock awards as of December 31, 2007 and changes during the period ended December 31, 2007.

		For the Year Ended December 31, 2007
		Number of Shares		Weighted-Average Grant Date Fair Value
Nonvested restricted awards, beginning of the period		840,003		$	62.59
	Granted	337,887			53.31
	Vested	(247,191	)		62.94
	Forfeited	(49,582	)		62.15

Nonvested restricted awards, end of the period		881,117		$	59.00

The total fair value of the restricted stock awards vested was $1.5 million during 2005, $8.8 million during 2006 and $15.6 million during 2007, with a corresponding tax benefit of $0.6 million, $3.1 million and $5.0 million, respectively.

The Company recognized $7.6 million, $14.4 million and $14.4 million of compensation cost for share-based payment arrangements related to restricted stock awards with $2.9 million, $5.4 million and $5.5 million of corresponding tax benefit during the years ended December 31, 2005, 2006 and 2007, respectively. At December 31, 2007, the total unrecognized compensation cost related to nonvested restricted awards was $41.0 million, and the weighted-average period over which it is expected to be recognized was 1.6 years.

F-99

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 16—Management Stock Plans (Continued)

Restricted Stock Units and Stock Units

Starting in July 2006, the Company granted restricted stock units to non-employee directors. These restricted stock units consist of an annual grant, and in the case of new non-employee directors, an annual grant and an initial grant. In general, the annual grant vests in full on the first anniversary of the grant date, and the initial grant vests in three equal installments on each of the first three anniversaries of the grant date. The grant date fair value of awards is equal to the closing price on date of grant. During the year ended December 31, 2007, the Company granted 22,995 restricted stock units with a weighted-average grant date fair value of $57.84 per unit. There were no restricted stock units forfeited during the year ended December 31, 2007. The total fair value of the restricted stock units that vested during the year ended December 31, 2007 was $0.8 million. The Company recognized $0.3 million and $1.0 million of compensation cost with a corresponding $0.1 million and $0.4 million in tax benefits related to these grants for the year ended December 31, 2006 and 2007, respectively. As of December 31, 2007, the total unrecognized compensation cost related to restricted stock units was $1.0 million and the weighted-average period over which it is expected to be recognized was 9 months.

The restricted stock unit participants do not have voting or other stockholder rights. However, the participants' stock unit accounts receive dividend equivalents, reflecting the aggregate dividends earned based on the total number of restricted stock units outstanding, in the form of additional restricted stock units. Participants may elect to defer the delivery of vested shares of common stock at predetermined dates as defined in the plan agreements. The Company will issue new shares under the 2000 Stock Plan upon vesting and settlement of these grants, which are redeemable only in shares.

Non-employee directors may irrevocably elect to defer all or a portion of the cash retainer and/or fees payable to them for services on the Board of Directors and its committees in the form of stock units. At the time of deferral, a bookkeeping account is established on behalf of the director and credited with a number of fully vested stock units. The director will receive a number of stock units equal to the number of shares of common stock when the deferred compensation is payable. Dividend equivalents are credited to the stock unit accounts. Stock units have no voting rights. The Company will issue new shares under the 2000 Stock Plan upon settlement of the stock units.

Performance Share Plan

Effective January 1, 1997, the Company established a Performance Share Plan. At the discretion of the Committee, eligible participants may earn performance share awards to be redeemed in cash and/or shares three years after the date of grant. Performance shares are linked to stockholder value in two ways: (1) the market price of the Company's common stock; and (2) return on equity, a performance measure closely linked to value creation. Eligible participants generally receive grants of performance shares annually. The plan was amended in 2004 increasing the total number of shares that can be granted under the plan to 2.6 million

F-100

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 16—Management Stock Plans (Continued)

shares. The following is a summary of shares granted and available for future grants under the Performance Share Plan.

		For the Years Ended December 31,
		2005	2006	2007
Performance shares:
	Granted	78,000	62,100	70,614
	Available for future grant, year end	2,193,383	2,132,333	2,063,219

Performance Shares—Redeemable in Cash

All performance shares granted prior to 2006 are redeemable in cash and therefore are accounted for as liabilities. The value of a performance share under the liability method is equal to the average month-end closing price of the Company's common stock for the final six months of the performance period. All cancelled or forfeited performance shares become available for future grants. The following is a summary of performance shares that are redeemable in cash under the Performance Share Plan.

	For the Years Ended December 31,
(Dollars in millions)	For the Years Ended December 31,
(Dollars in millions)	2005		2006		2007
Performance shares granted		78,000		—		—
Performance shares forfeited		19,200		—		—
Fair value of performance shares that vested	$	4.5	$	9.4	$	6.7
Cash payments made for performance shares that vested	$	6.5	$	5.8	$	7.8
Fair value of performance shares that vested and deferred	$	0.4	$	0.3	$	—
Performance shares compensation expense	$	9.0	$	1.8	$	1.7
Tax benefit related to compensation expense	$	3.4	$	0.7	$	0.6
Liability for cash settlement of performance shares, year end	$	15.7	$	11.7	$	5.7

The compensation cost related to these grants that are redeemable in cash was fully recognized as of December 31, 2007.

Performance Shares—Redeemable in Shares

The following is a summary of performance shares that are redeemable in shares under the Performance share Plan.

	For the Years Ended December 31,
(Dollars in millions, except per share)	For the Years Ended December 31,
(Dollars in millions, except per share)	2006		2007
Performance shares granted		62,100		70,614
Weighted average grant date fair value—per share	$	69.96	$	63.10
Performance shares forfeited		1,050		1,500
Fair value of performance shares that vested during the year	$	0.2	$	0.6
Performance shares compensation expense	$	2.8	$	4.8
Tax benefit related to compensation expense	$	1.1	$	1.8

F-101

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 16—Management Stock Plans (Continued)

As of December 31, 2007, the total unrecognized compensation cost related to grants that are redeemable in shares was $4.6 million and the weighted-average period over which it is expected to be recognized was 11 months. The Company issues new shares under the 2000 Stock Plan upon vesting and settlement of these grants that are redeemable in shares.

Note 17—Concentrations of Credit Risk

Concentrations of credit risk exist when changes in economic, industry or geographic factors similarly affect groups of counterparties whose aggregate credit exposure is material in relation to the Company's total credit exposure. Although the Company's portfolio of financial instruments is broadly diversified along industry, product and geographic lines, material transactions are completed with other financial institutions, particularly in the securities portfolio and in deposit accounts.

In connection with the Company's efforts to maintain a diversified portfolio, the Company limits its exposure to any one country or individual credit and monitors this exposure on a continuous basis. At December 31, 2007, the Company's most significant concentration of credit risk was with the U.S. Government, its agencies and Government Sponsored Enterprises. The Company's exposure, which primarily results from positions in available for sale securities issued by the U.S. Government, and its agencies, and securities guaranteed by Government Sponsored Enterprises, was $5.7 billion at December 31, 2007.

Note 18—Fair Value of Financial Instruments

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

It is management's belief that the fair values presented below are reasonable based on the valuation techniques and data available to the Company as of December 31, 2006 and 2007, as more fully described below. It should be noted that the operations of the Company are managed on a going concern basis and not on a liquidation basis. As a result, the ultimate value realized for the financial instruments presented could be substantially different when actually recognized over time through the normal course of operations. Additionally, a substantial portion of an institution's inherent value is its capitalization and franchise value. Neither of these components has been given consideration in the presentation of fair values that follow.

F-102

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 18—Fair Value of Financial Instruments (Continued)

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

				December 31,
				2006				2007
(Dollars in thousands)				2006				2007
(Dollars in thousands)				Carrying Value		Fair Value		Carrying Value		Fair Value
Assets
	Cash and cash equivalents			$	3,981,438	$	3,981,438	$	2,521,636	$	2,521,636
	Trading account assets				376,321		376,321		603,333		603,333
	Securities available for sale:
		Securities pledged as collateral			89,184		89,184		685,123		685,123
		Held in portfolio			8,667,038		8,667,038		7,770,048		7,770,048
	Loans, net of allowance for loan losses⁽¹⁾				35,765,943		34,945,686		40,153,095		39,536,003
	Private capital investments				127,908		127,908		137,381		137,381
Liabilities
	Deposits:
		Noninterest bearing			17,113,890		17,113,890		13,802,640		13,802,640
		Interest bearing			24,736,792		24,767,092		28,877,551		28,912,051

			Total deposits		41,850,682		41,880,982		42,680,191		42,714,691
	Borrowed funds				3,177,491		3,187,600		4,773,881		4,784,600
	Trading account liabilities				258,136		258,136		351,057		351,057
	Medium- and long-term debt				1,318,847		1,309,365		1,913,622		1,804,732
	Junior subordinated debt payable to subsidiary grantor trust				14,885		14,300		14,432		13,340
Off-Balance Sheet Instruments
	Commitments to extend credit				54,601		54,601		53,476		53,476
	Standby and commercial letters of credit				6,697		6,697		6,340		6,340

⁽¹⁾: Excludes lease financing, net of allowance.

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

Cash and cash equivalents: The carrying value of cash and cash equivalents is considered a reasonable estimate of fair value.

Trading account assets: Trading account assets are short term in nature and valued at market based on quoted market prices or dealer quotes. If a quoted market price is not available, the recorded amounts are estimated using quoted market prices for similar securities. Trading account assets also include unrealized gains on derivative contracts entered into for trading or as an accommodation for customers.

F-103

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 18—Fair Value of Financial Instruments (Continued)

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

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

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

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

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

Private capital investments: The value of private capital investments is determined by analyzing the value of the equity securities underlying the investments using available market information and appropriate valuation methodologies. The fair value approximates the carrying value of these instruments.

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

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

Trading account liabilities: Trading account liabilities include liabilities for securities sold short for which fair value approximates the carrying value. Trading account liabilities also include unrealized losses on derivative contracts entered into for trading or as an accommodation for customers.

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

Medium- and long-term debt: The fair value of the floating-rate senior and fixed rate subordinated notes was estimated using market quotes. The values derived for the fixed rate subordinated notes differ from the fair values of those securities under hedge accounting, since a hypothetical value based on the present value of cash flows has been used for that purpose.

Trust notes: The fair value of fixed-rate trust notes was estimated using market quotes of similar securities.

Off-balance sheet instruments: The carrying value of off-balance sheet instruments represents the unamortized fee income assessed based on the credit quality and other covenants imposed on the borrower.

F-104

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 18—Fair Value of Financial Instruments (Continued)

Since the amount assessed represents the market rate that would be charged for similar agreements, management believes that the fair value approximates the carrying value of these instruments.

Note 19—Derivative Instruments

The Company is a party to certain derivative and other financial instruments that are entered into for the purpose of trading, meeting the needs of customers, and changing the impact on the Company's operating results due to market fluctuations in currency and/or interest rates.

Credit and market risks are inherent in derivative instruments. Credit risk is defined as the possibility that a loss may occur from the failure of another party to perform in accordance with the terms of the contract, which exceeds the value of the existing collateral, if any. The Company utilizes master netting agreements in order to reduce its exposure to credit risk. Master netting agreements mitigate credit risk by permitting the offset of amounts due from and to individual counterparties in the event of default. Additionally, the Company establishes a credit reserve for potential losses in the event of counterparty default. This reserve is not reflected in the following tables. Market risk is the possibility that future changes in market conditions may make the financial instrument less valuable.

On a limited basis, the Company also enters into financial guarantee contracts where a premium is received from another financial institution counterparty to guarantee a portion of the credit risk on interest rate swap contracts entered into between the financial institution and its customer. The Company becomes liable to pay the financial institution only if the financial institution is unable to collect amounts owed to them by their customer. For further information on this guarantee, see Note 24 to these consolidated financial statements.

Trading Activities in Derivative Instruments

Derivative instruments used for trading purposes are carried at fair value. The following table reflects the Company's positions relating to trading activities in derivative instruments. Trading activities include both activities for the Company's own account and as an accommodation for customers. At December 31, 2006 and 2007, the majority of the Company's derivative transactions for customers were essentially offset by contracts with other counterparties that reduce or eliminate market risk exposures.

F-105

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 19—Derivative Instruments (Continued)

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

			December 31,
			2006									2007
(Dollars in thousands)			Unrealized Gains			Unrealized Losses			Estimated Fair Value			Unrealized Gains			Unrealized Losses			Estimated Fair Value
Held or Written for Trading Purposes and Customer Accommodations
Foreign exchange forward contracts:
	Commitments to purchase		$	7,349		$	(7,159	)	$	190		$	41,742		$	(10,332	)	$	31,410
	Commitments to sell			8,257			(8,021	)		236			6,168			(34,064	)		(27,896	)
Foreign exchange OTC options:
	Options purchased			2,108			—			2,108			2,494			—			2,494
	Options written			—			(2,108	)		(2,108	)		—			(2,494	)		(2,494	)
Cross currency swaps:
	Commitments to pay			—			(3,899	)		(3,899	)		7,902			—			7,902
	Commitments to receive			3,899			—			3,899			—			(7,662	)		(7,662	)
Energy contracts:
	Option contracts			36,632			(36,632	)		—			40,469			(40,469	)		—
	Swap contracts			138,602			(137,321	)		1,281			135,235			(134,201	)		1,034
Interest rate contracts:
	Caps purchased			2,356			—			2,356			97			(508	)		(411	)
	Floors purchased			10			—			10			6			—			6
	Caps written			—			(2,356	)		(2,356	)		486			(76	)		410
	Floors written			—			(10	)		(10	)		—			(6	)		(6	)
	Swap contracts:
		Pay variable/receive fixed		41,703			(34,911	)		6,792			168,718			(1,574	)		167,144
		Pay fixed/receive variable		42,660			(33,732	)		8,928			2,393			(148,939	)		(146,546	)

				283,576									405,710
Effect of master netting agreements				(9,715	)								(20,972	)

Total net credit exposure			$	273,861								$	384,738

Derivative Instruments and Other Financial Instruments Used for Hedging

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

Cash Flow Hedges

Hedging Strategies for Variable Rate Loans and Certificates of Deposit and Other Time 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

F-106

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 19—Derivative Instruments (Continued)

changes in the designated benchmark rate, i.e., U.S. dollar LIBOR. In these strategies, the hedging instruments are matched with groups of variable rate loans such that the tenor of the variable rate loans and that of the hedging instrument are identical. Cash flow hedging strategies include the utilization of purchased floor, cap, collars and corridor options and interest rate swaps. At December 31, 2007, the weighted average remaining life of the currently active (excluding any forward positions) cash flow hedges was approximately 1.7 years.

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

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

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

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

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

The Company uses interest rate cap corridors to hedge the variable cash flows associated with the forecasted issuance and rollover of short-term, fixed rate CDs. In these hedging relationships, the Company hedges the LIBOR component of the CD rates, either 1-month, 3-month, or 6-month LIBOR, based on the original term to maturity of the CDs, which reflects their repricing frequency. Net payments to be received under the cap corridor contract offset the increase in deposit interest expense caused by the relevant LIBOR index rising above the corridor's lower strike rate, but only to the extent the index rises to the upper strike rate. The corridor will not provide protection from increases in the relevant LIBOR index to the extent it rises above the corridor's upper strike rate.

F-107

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 19—Derivative Instruments (Continued)

Hedging transactions are structured at inception so that the notional amounts of the hedge are matched with an equal principal amount of loans or CDs, the index and repricing frequencies of the hedge match those of the loans or CDs, and the period in which the designated hedged cash flows occurs is equal to the term of the hedge. As such, most of the ineffectiveness in the hedging relationship results from the mismatch between the timing of reset dates on the hedge versus those of the loans or CDs. In 2007, the Company recognized a net loss of $14 thousand due to ineffectiveness, which is recognized in other noninterest expense, compared to a net gain of $0.1 million in 2006.

For cash flow hedges, based upon amounts included in accumulated other comprehensive income at December 31, 2007, the Company expects to realize approximately $12.6 million in net interest income during 2008. This amount could differ from amounts actually realized due to changes in interest rates and the addition of other hedges subsequent to December 31, 2007.

Fair Value Hedges

Hedging Strategy for Subordinated Debt

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

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

Other

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

Economic Hedging Strategy for "MarketPath" Certificates of Deposit

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

F-108

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 19—Derivative Instruments (Continued)

The following table reflects summary information on the Company's derivative contracts used to hedge or modify the Company's risk as of December 31, 2006 and 2007.

			December 31, 2006											December 31, 2007
(Dollars in thousands)			Unamortized Premiums		Unrealized Gains			Unrealized Losses			Estimated Fair Value			Unamortized Premiums		Unrealized Gains			Unrealized Losses			Estimated Fair Value
Held for Asset and Liability Management Purposes
Fair Value Hedges and Hedged Items:
	Interest rate swap contracts:
	Subordinated debt interest rate swaps		$	—	$	25,524		$	(3,064	)	$	22,460		$	—	$	66,791		$	—		$	66,791
	Subordinated debt			—		3,064			(25,524	)		(22,460	)		—		—			(66,791	)		(66,791	)
Cash Flow Hedges:
	Interest rate option contracts:
		Floors purchased		28,978		—			(9,782	)		19,196			41,103		38,373			—			79,476
	Interest rate swap contracts:
		Pay variable/receive fixed		—		—			(34,618	)		(34,618	)		—		1,769			(2,015	)		(246	)
Economic Hedges:
	Swap contract indexed to S&P 500:
		Pay fixed/receive variable		—		772			—			2,009			—		504			—			1,740
	MarketPath certificates of deposit			—		—			(772	)		(772	)		—		—			(504	)		(504	)

						29,360											107,437
Effect of master netting agreements						(20,948	)										(18,081	)

Total net credit exposure					$	8,412										$	89,356

Note 20—Restrictions on Cash and Due From Banks, Securities, Loans and Dividends

Federal Reserve Board regulations require the Bank to maintain reserve balances based on the types and amounts of deposits received. The required reserve balances were $279.7 million and $192.5 million at December 31, 2006 and 2007, respectively.

As of December 31, 2006 and 2007, securities carried at $2.8 billion and $4.3 billion and loans of $13.3 billion and $12.2 billion, respectively, were pledged as collateral for borrowings, to secure public and trust department deposits, and for repurchase agreements as required by contract or law.

The Federal Reserve Act restricts the amount and the terms of both credit and non-credit transactions between a bank and its non-bank affiliates. Such transactions may not exceed 10 percent of the bank's capital and surplus (which for this purpose represents Tier 1 and Tier 2 capital, as calculated under the risk-based

F-109

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 20—Restrictions on Cash and Due From Banks, Securities, Loans and Dividends (Continued)

capital guidelines, plus the balance of the allowance for loan losses excluded from Tier 2 capital) with any single non-bank affiliate and 20 percent of the bank's capital and surplus with all its non-bank affiliates. Transactions that are extensions of credit may require collateral to be held to provide added security to the bank. See Note 21 to these consolidated financial statements for further discussion of risk-based capital. At December 31, 2007, $248.0 million remained outstanding on twenty Bankers Commercial Corporation notes payable to the Bank. The respective notes were fully collateralized with equipment leases pledged by Bankers Commercial Corporation.

The declaration of a dividend by the Bank to the Company is subject to the approval of the Office of the Comptroller of the Currency (OCC) if the total of all dividends declared in the current calendar year plus the preceding two years exceeds the Bank's total net income in the current calendar year plus the preceding two years. The payment of dividends is also limited by minimum capital requirements imposed on national banks by the OCC.

Note 21—Regulatory Capital Requirements

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

Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of Total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to quarterly average assets (as defined). Management believes, as of December 31, 2006 and 2007, that the Company and the Bank met all capital adequacy requirements to which they are subject.

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

F-110

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 21—Regulatory Capital Requirements (Continued)

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

					For Capital Adequacy Purposes
	Actual
(Dollars in thousands)	Actual
(Dollars in thousands)	Amount		Ratio		Amount		Ratio
Capital Ratios for the Company:
As of December 31, 2006:
Total capital (to risk-weighted assets)	$	5,843,203	11.71	%	³	$3,992,336	³	8.0	%
Tier 1 capital (to risk-weighted assets)		4,333,865	8.68		³	1,996,168	³	4.0
Tier 1 capital (to quarterly average assets)⁽¹⁾		4,333,865	8.44		³	2,054,147	³	4.0
As of December 31, 2007:
Total capital (to risk-weighted assets)	$	6,123,923	11.21	%	³	$4,368,522	³	8.0	%
Tier 1 capital (to risk-weighted assets)		4,533,763	8.30		³	2,184,261	³	4.0
Tier 1 capital (to quarterly average assets)⁽¹⁾		4,533,763	8.27		³	2,193,752	³	4.0

⁽¹⁾: Excludes certain intangible assets.

					For Capital Adequacy Purposes					To Be Well-Capitalized Under Prompt Corrective Action Provisions
	Actual
(Dollars in thousands)	Actual
(Dollars in thousands)	Amount		Ratio		Amount		Ratio			Amount		Ratio
Capital Ratios for the Bank:
As of December 31, 2006:
Total capital (to risk-weighted assets)	$	5,279,646	10.69	%	³	$3,950,832	³	8.0	%	³	$4,938,540	³	10.0	%
Tier 1 capital (to risk-weighted assets)		4,179,359	8.46		³	1,975,416	³	4.0		³	2,963,124	³	6.0
Tier 1 capital (to quarterly average assets)⁽¹⁾		4,179,359	8.25		³	2,027,447	³	4.0		³	2,534,309	³	5.0
As of December 31, 2007:
Total capital (to risk-weighted assets)	$	5,631,164	10.38	%	³	$4,338,760	³	8.0	%	³	$5,423,450	³	10.0	%
Tier 1 capital (to risk-weighted assets)		4,449,368	8.20		³	2,169,380	³	4.0		³	3,254,070	³	6.0
Tier 1 capital (to quarterly average assets)⁽¹⁾		4,449,368	8.20		³	2,171,112	³	4.0		³	2,713,891	³	5.0

⁽¹⁾: Excludes certain intangible assets.

Note 22—Earnings Per Share (EPS)

Basic EPS ratio is computed by dividing net income by the weighted average number of common shares outstanding during the period. For all periods presented, there were no dividends on preferred stock. Starting in 2006, the Company no longer includes nonvested restricted shares in the weighted average number of common shares outstanding-basic, but includes the impact of those shares in the calculation of diluted shares. The impact of this change on previous periods is immaterial. Diluted EPS incorporates the dilutive effect of common stock equivalents outstanding on an average basis during the period. Stock options, nonvested restricted stock, restricted stock units and performance shares are common stock equivalents.

F-111

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 22—Earnings Per Share (EPS) (Continued)

The following table presents a reconciliation of basic and diluted EPS for the years ended December 31, 2005, 2006 and 2007.

		For the Years Ended December 31,
		2005				2006						2007
(Amounts in thousands, except per share data)		2005				2006						2007
(Amounts in thousands, except per share data)		Basic		Diluted		Basic			Diluted			Basic		Diluted
Income from continuing operations		$	734,717	$	734,717	$	761,315		$	761,315		$	569,866	$	569,866
Income (loss) from discontinued operations			128,216		128,216		(8,319	)		(8,319	)		38,228		38,228

Net income		$	862,933	$	862,933	$	752,996		$	752,996		$	608,094	$	608,094

Weighted average common shares outstanding			145,109		145,109		141,620			141,620			137,617		137,617
Additional shares due to:
	Assumed conversion of dilutive share based payments		—		2,683		—			2,135			—		1,435

Adjusted weighted average common shares outstanding			145,109		147,792		141,620			143,755			137,617		139,052

Income from continuing operations per share		$	5.06	$	4.97	$	5.38		$	5.30		$	4.14	$	4.10
Income (loss) from discontinued operations per share			0.89		0.87		(0.06	)		(0.06	)		0.28		0.27

Net income per share		$	5.95	$	5.84	$	5.32		$	5.24		$	4.42	$	4.37

The following table provides the number of options and the corresponding exercise prices for those options, which were not included in the computation of diluted earnings per share in each of the years 2005, 2006, and 2007 because they were antidilutive.

	For the Years Ended December 31,
	2005	2006	2007
Options outstanding	89,230	1,156,298	2,915,512
Exercise price of options	$67.39 - $71.23	$64.59 - $71.23	$59.57 - $71.23

F-112

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 23—Other Comprehensive Income (Loss)

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

(Dollars in thousands)		Before Tax Amount			Tax Effect			Net of Tax
For the year ended December 31, 2005:
Cash flow hedge activities:
	Unrealized net losses on hedges arising during the year	$	(41,796	)	$	15,987		$	(25,809	)
	Less: reclassification adjustment for net gains on hedges included in net income		(16,077	)		6,149			(9,928	)

Net change in unrealized losses on hedges			(57,873	)		22,136			(35,737	)

Securities available for sale:
	Unrealized holding losses arising during the year on securities available for sale		(118,708	)		45,406			(73,302	)
	Less: reclassification adjustment for net losses on securities available for sale included in net income		50,039			(19,140	)		30,899

Net change in unrealized losses on securities available for sale			(68,669	)		26,266			(42,403	)

Foreign currency translation adjustments:
	Net gains arising during the year		582			(222	)		360
	Less: reclassification of foreign currency translation loss included in net income		11,845			(4,071	)		7,774

Net change in foreign currency translation			12,427			(4,293	)		8,134

Net pension and other benefits adjustment			(5,792	)		2,232			(3,560	)

Net change in accumulated other comprehensive income (loss)		$	(119,907	)	$	46,341		$	(73,566	)

For the year ended December 31, 2006:
Cash flow hedge activities:
	Unrealized net losses on hedges arising during the year	$	(32,708	)	$	12,511		$	(20,197	)
	Less: reclassification adjustment for net losses on hedges included in net income		43,886			(16,786	)		27,100

Net change in unrealized losses on hedges			11,178			(4,275	)		6,903

Securities available for sale:
	Unrealized holding gains arising during the year on securities available for sale		28,510			(10,905	)		17,605
	Less: reclassification adjustment for net gains on securities available for sale included in net income		(2,242	)		858			(1,384	)

Net change in unrealized losses on securities available for sale			26,268			(10,047	)		16,221

Foreign currency translation adjustment			(67	)		26			(41	)

Pension and other benefits adjustment:
	SFAS No. 158 adjustment		(261,032	)		99,845			(161,187	)
	Minimum pension liability adjustment		(4,659	)		1,782			(2,877	)

Net pension and other benefits adjustment			(265,691	)		101,627			(164,064	)

Net change in accumulated other comprehensive income (loss)		$	(228,312	)	$	87,331		$	(140,981	)

For the year ended December 31, 2007:
Cash flow hedge activities:
	Unrealized net gains on hedges arising during the year	$	53,119		$	(20,318	)	$	32,801
	Less: reclassification adjustment for net losses on hedges included in net income		29,420			(11,253	)		18,167

Net change in unrealized losses on hedges			82,539			(31,571	)		50,968

Securities available for sale:
	Unrealized holding losses arising during the year on securities available for sale		(113,820	)		43,536			(70,284	)
	Less: reclassification adjustment for net gains on securities available for sale included in net income		(1,621	)		620			(1,001	)

Net change in unrealized losses on securities available for sale			(115,441	)		44,156			(71,285	)

Foreign currency translation adjustment			837			(320	)		517

Reclassification adjustment for pension and other benefits included in net income:
	Amortization of prior service costs		638			(244	)		394
	Amortization of transition amount		2,035			(778	)		1,257
	Recognized net actuarial loss		21,341			(8,163	)		13,178
	Pension and other benefits arising during the year		(30,409	)		11,631			(18,778	)

Net pension and other benefits adjustment⁽¹⁾			(6,395	)		2,446			(3,949	)

Net change in accumulated other comprehensive income (loss)		$	(38,460	)	$	14,711		$	(23,749	)

⁽¹⁾: For further information, see Note 9 to these consolidated financial statements.

F-113

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 23—Other Comprehensive Income (Loss) (Continued)

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

(Dollars in thousands)	Net Unrealized Gains (Losses) on Cash Flow Hedges			Net Unrealized Losses on Securities Available For Sale			Foreign Currency Translation Adjustment			Pension and Other Benefits Adjustment⁽¹⁾			Accumulated Other Comprehensive Loss
Balance, December 31, 2004	$	1,429		$	(31,696	)	$	(7,870	)	$	(6,690	)	$	(44,827	)
Change during the year		(35,737	)		(42,403	)		8,134			(3,560	)		(73,566	)

Balance, December 31, 2005	$	(34,308	)	$	(74,099	)	$	264		$	(10,250	)	$	(118,393	)
Change during the year		6,903			16,221			(41	)		(164,064	)		(140,981	)

Balance, December 31, 2006	$	(27,405	)	$	(57,878	)	$	223		$	(174,314	)	$	(259,374	)
Change during the year		50,968			(71,285	)		517			(3,949	)		(23,749	)

Balance, December 31, 2007	$	23,563		$	(129,163	)	$	740		$	(178,263	)	$	(283,123	)

⁽¹⁾: Amounts prior to December 31, 2006 include only the minimum pension liability adjustment.

Note 24—Commitments, Contingencies and Guarantees

The following table summarizes the Company's significant commitments.

	December 31,
(Dollars in thousands)	December 31,
(Dollars in thousands)	2006		2007
Commitments to extend credit	$	22,575,317	$	23,385,514
Standby letters of credit		3,574,934		3,673,553
Commercial letters of credit		59,254		71,745
Risk participations in bankers' acceptances		26,675		33,550
Commitments to fund principal investments		87,413		102,689
Commitments to fund low-income housing credit (LIHC) investments		162,868		140,650

Standby and commercial letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. Standby letters of credit generally are contingent upon the failure of the customer to perform according to the terms of the underlying contract with the third party, while commercial letters of credit are issued specifically to facilitate foreign or domestic trade transactions. Additionally, the Company enters into risk participations in bankers' acceptances wherein a fee is received to guarantee a portion of the credit risk on an acceptance of another bank. The majority of these types of commitments have terms of one year or less. At December 31, 2007, the carrying value of the Company's risk participations in bankers' acceptances, standby and commercial letters of credit totaled $6.3 million. Exposure to loss related to these commitments is covered by the allowance for losses on off-balance sheet

F-114

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 24—Commitments, Contingencies and Guarantees (Continued)

commitments. The carrying value of the standby and commercial letters of credit and the allowance for losses on off-balance sheet commitments are included in other liabilities on the consolidated balance sheet.

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

The Company invests in either guaranteed or unguaranteed LIHC investments. The guaranteed LIHC investments carry a minimum rate of return guarantee by a creditworthy entity. The unguaranteed LIHC investments carry partial guarantees covering the timely completion of projects, availability of tax credits and operating deficit thresholds from the issuer. For these LIHC investments, the Company has committed to provide additional funding as stipulated by its investment participation.

The Company is fund manager for LIHC investments. LIHC investments provide tax benefits to investors in the form of tax deductions from operating losses and tax credits. To facilitate the sale of these LIHC investments, the Company guarantees a minimum rate of return throughout the investment term of over an eleven-year weighted average period. Additionally, the Company receives guarantees which include the timely completion of projects, availability of tax credits and operating deficit thresholds from the limited liability partnerships/corporations issuing the LIHC investments that reduce the Company's ultimate exposure to loss. As of December 31, 2007, the Company's maximum exposure to loss under these guarantees is limited to a return of investor capital and minimum investment yield, or $163.7 million. The Company maintains a reserve of $6.5 million for these guarantees.

The Company has rental commitments under long-term operating lease agreements. For detail of these commitments see Note 6 to these consolidated financial statements.

The Company has guarantees that obligate it to perform if its affiliates are unable to discharge their obligations. These obligations include guarantees of commercial paper obligations and leveraged lease transactions. The guarantee issued by the Bank for an affiliate's commercial paper program is done in order to facilitate the sale of the commercial paper. As of December 31, 2007, the Bank had a maximum exposure to loss under the commercial paper program guarantee of $1.3 billion. The Bank's guarantee has an average term of less than nine months and is fully collateralized by a pledged deposit. The Company guarantees its subsidiaries' leveraged lease transactions with terms ranging from fifteen to thirty years. Following the original funding of these leveraged lease transactions, the Company does not have any material obligation to be satisfied. As of December 31, 2007, the Company did not have any exposure to loss for these agreements.

The Company conducts securities lending transactions for institutional customers as a fully disclosed agent. At times, securities lending indemnifications are issued to guarantee that a security lending customer will be made whole in the event the borrower does not return the security subject to the lending agreement and

F-115

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 24—Commitments, Contingencies and Guarantees (Continued)

collateral held is insufficient to cover the market value of the security. All lending transactions are collateralized, primarily by cash. The amount of securities lent with indemnifications was $2.2 billion and $2.9 billion at December 31, 2006 and 2007, respectively. The market value of the associated collateral was $2.3 billion and $3.0 billion at December 31, 2006 and 2007, respectively.

The Company occasionally enters into financial guarantee contracts where a premium is received from another financial institution counterparty to guarantee a portion of the credit risk on interest rate swap contracts entered into between the financial institution and its customer. The Company becomes liable to pay the financial institution only if the financial institution is unable to collect amounts owed to them by their customer. As of December 31, 2007, the maximum exposure to loss under these contracts totaled $23.9 million. At December 31, 2007, the Company maintained a reserve of $0.5 million for losses related to these guarantees.

The Company is a member of the Visa USA network (Visa). On October 3, 2007, Visa completed a restructuring transaction and issued shares of Visa common stock to its financial institution members in contemplation of an initial public offering planned for 2008. In connection with the restructuring, Visa's bylaws were amended to obligate its members to indemnify Visa for losses in connection with the settlement of certain antitrust lawsuits. The Company's indemnification obligation is limited to its proportionate ownership share of Visa. During the fourth quarter of 2007 under FIN No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others—An Interpretation of FASB Statements No. 5, 57, and 107 and Rescission of FASB Interpretation No. 34," the Company recorded a liability of $9.5 million and a corresponding expense representing the estimated fair value of the Company's obligations under the indemnity provisions. The Company's maximum exposure to loss for the pending Visa antitrust lawsuits is not determinable, as it is dependent on the outcome of the litigation, but any loss will be limited to the Company's proportional ownership. While the Company could be required to fund its proportionate share of the antitrust lawsuit settlements, management anticipates that an escrow account established by Visa and funded during the planned initial public offering will be used to pay the settlements.

The Company is subject to various pending and threatened legal actions that arise in the normal course of business. Reserves for losses from legal actions that are both probable and estimable are recorded at the time of that determination. Management believes that the disposition of all claims currently pending will not have a material adverse effect on the Company's consolidated financial condition, operating results or liquidity.

On September 14, 2007, the Bank entered into a Stipulation and Consent to the Issuance of a Consent Order, and a Consent Order to a Civil Money Penalty and to Cease and Desist (the Order) with the Office of the Comptroller of the Currency (OCC). The Order supersedes the March 2005 memorandum of understanding between the Bank and the OCC. The Order imposes a civil money penalty of $10 million and requires the Bank to take actions to improve compliance with the Bank Secrecy Act and other anti-money laundering laws and regulations (BSA/AML). On the same day, the U.S. Treasury Department's Financial Crimes Enforcement Network (FinCEN) executed an Assessment of Civil Money Penalty (the Assessment) in the amount of $10 million. The Assessment provides that the $10 million penalty is deemed to be satisfied by the Bank's payment of the civil money penalty of $10 million to the OCC. On September 17, 2007, the Bank entered into a DPA with the DOJ. Under the DPA, the DOJ has agreed to defer prosecution for past violations of BSA/AML that occurred in the Bank's now discontinued international banking business, and to dismiss prosecution completely if the Bank meets the conditions of the Order for one year. In the DPA, the Bank also agreed to make a payment of $21.6 million to the DOJ, which payment has been made.

F-116

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 25—Transactions with Affiliates

The Company had, and expects to have in the future, banking transactions and other transactions in the ordinary course of business with BTMU and with its affiliates. During 2005, 2006 and 2007, such transactions included, but were not limited to, participation, servicing and remarketing of loans and leases, purchase and sale of acceptances, interest rate derivatives and foreign exchange transactions, funds transfers, custodianships, electronic data processing, investment advice and management, customer referrals, facility leases, and trust services. The Company also maintains traditional correspondent bank accounts and had a $200 million floating-rate subordinated debt with BTMU, which was retired in June 2007. For further information regarding this subordinated debt, see Note 13 to these consolidated financial statements. In the opinion of management, such transactions were made at rates, terms and conditions prevailing in the market and do not involve more than the normal risk of collectibility or present other unfavorable features. In addition, some compensation for services rendered to the Company is paid to the expatriate officers from BTMU, and reimbursed by the Company to BTMU under a service agreement.

During 2005, the Company repurchased $200 million of its stock from BTMU at $57.54 per share. In 2007, the Bank purchased a membership interest in a U.S. payment services company for $1.4 million from BTMU.

At December 31, 2007, the Company had derivative contracts totaling $1.3 billion in notional balances with $9.5 million in net unrealized losses with BTMU and its affiliates. At December 31, 2007, the Company had recorded interest expense of $6.6 million for the year ended 2006 relating to the subordinated debt and other correspondent bank accounts. Additionally, for the year ended 2006, the Company recorded income of $2.1 million and expenses of $0.7 million for fees and revenue sharing arrangements, and income of $3.8 million and expenses of $3.1 million relating to facility and staff training arrangements.

The Company has guarantees that obligate it to perform if its affiliates are unable to discharge their obligations. These obligations include guarantees of commercial paper obligations and leveraged lease transactions. The guarantee issued by the Bank for an affiliate's commercial paper program is done in order to facilitate their sale. As of December 31, 2007, the Bank had a maximum exposure to loss under the commercial paper program guarantee of $1.3 billion. The Bank's guarantee has an average term of less than nine months and is fully collateralized by a pledged deposit. The Company guarantees its subsidiaries' leveraged lease transactions with terms ranging from fifteen to thirty years. Following the original funding of these leveraged lease transactions, the Company does not have any material obligation to be satisfied. As of December 31, 2007, the Company did not have any exposure to loss for these agreements.

Note 26—Business Segments

During 2006, the Company formally reorganized its operating segments by disaggregating the businesses that were formerly managed and reported under the Community Banking and Investment Services Group or the Commercial Financial Services Group. Management believes that this new organizational structure will enhance the Company's focus on target markets and enterprise wide sales and service. The various operating segments reporting under the Chief Operating Officer and the Group Head of Pacific Rim Corporate Group have been aggregated into two reportable business segments entitled "Retail Banking" and "Wholesale Banking" based upon the aggregation criteria prescribed in SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information.

•: Retail Banking aggregates those operating segments that offer a range of banking services, primarily to individuals and small businesses, delivered generally through a network of branches and ATMs located in the western United States. These services include mortgages, home equity lines of credit, consumer

F-117

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 26—Business Segments (Continued)

and commercial loans, deposit services and cash management, as well as fiduciary, private banking, investment and asset management services for individuals and institutions, and risk management for small businesses and individuals. At December 31, 2005, 2006 and 2007, Retail Banking had $222.2 million, $222.2 million and $217.4 million, respectively, of goodwill. In December 2007, $4.8 million of goodwill attributed to the retirement recordkeeping business was eliminated against the gain on sale of this business. For further information on this sale, see Note 2 of these consolidated financial statements.

•: Wholesale Banking aggregates those operating segments that provide credit, depository and cash management services, insurance, investment and risk management products to businesses, individuals and target specialty niches. 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 capital markets products. At December 31, 2005, 2006 and 2007, Wholesale Banking had $231.8 million, $231.3 million and $231.3 million, respectively, of goodwill.

The information, set forth in the table that follows, reflects selected income statement and balance sheet items by reportable business segment. The information presented does not necessarily represent the business units' financial condition and results of operations were they independent entities. Unlike financial accounting, there is no authoritative body of guidance for management accounting equivalent to US GAAP. Consequently, reported results are not necessarily comparable with those presented by other companies. Included in the tables, within total assets, are the amounts of goodwill for both reportable business segment as of December 31, 2004, 2005 and 2006.

The information in the table is derived from the internal management reporting system used by management to measure the performance of the individual segments and the Company overall. The management reporting system assigns balance sheet and income statement items to each operating 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 an operating segment are assigned to that operating segment. 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 an operating segment based on a predetermined percentage of usage. Under the Company's risk-adjusted return on capital (RAROC) methodology, credit expense is charged to an operating segment based upon expected losses arising from credit risk. In addition, the attribution of economic capital is related to unexpected losses arising from credit, market and operational risks.

"Other" is comprised of certain non-bank subsidiaries of UnionBanCal Corporation, the elimination of the fully taxable-equivalent basis amount, the transfer pricing center, 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 allowances for credit losses, and the residual costs of support groups. In addition, "Other" includes Corporate Treasury, which is responsible for Asset-Liability Management (ALM), wholesale funding, and the ALM investment securities and derivatives hedging portfolios, and the results of discontinued operations. The discontinued operations consists of two separate businesses: international correspondent banking and the retirement recordkeeping services. For further detail on discontinued operations, see Note 2 to these consolidated financial statements. Except as discussed above, none of the items in "Other" is significant to the Company's business.

F-118

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 26—Business Segments (Continued)

In the first quarter 2006, the Company changed its reporting to reflect a "market view" perspective in measuring the business segments. The market view is a measurement of customer markets aggregated to show all revenues generated and expenses incurred from all products and services sold to those customers regardless of where product areas organizationally report. Therefore, revenues and expenses are included in both the business segment that provides the service and the business segment that manages the customer relationship. The duplicative results from this internal management accounting view are reflected in "Reconciling Items."

The reportable business segment results for prior periods have been restated to reflect changes in the transfer pricing methodology, the organizational changes that have occurred, discontinued operations and the market view contribution.

F-119

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 26—Business Segments (Continued)

		Retail Banking						Wholesale Banking
		As of and for the Year Ended December 31,						As of and for the Year Ended December 31,
		2005		2006		2007		2005		2006		2007
Results of operations (dollars in thousands):
	Net interest income (expense)	$	882,723	$	939,954	$	890,358	$	998,052	$	1,039,979	$	970,401
	Noninterest income (expense)		451,861		483,401		490,813		422,488		407,112		437,312

	Total revenue		1,334,584		1,423,355		1,381,171		1,420,540		1,447,091		1,407,713
	Noninterest expense (income)		847,647		921,033		914,609		631,751		673,582		650,994
	Credit expense (income)		25,649		25,416		25,233		106,619		95,332		111,028

	Income from continuing operations before income taxes		461,288		476,906		441,329		682,170		678,177		645,691
	Income tax expense (income)		176,443		182,417		168,808		232,103		222,458		195,130
	Income from continuing operations		284,845		294,489		272,521		450,067		455,719		450,561
	Income (loss) from discontinued operations, net of income taxes		—		—		—		—		—		—

	Net income (loss)	$	284,845	$	294,489	$	272,521	$	450,067	$	455,719	$	450,561

	Total assets, end of period (dollars in millions):	$	16,165	$	17,181	$	18,675	$	22,276	$	25,277	$	28,307

		Other									Reconciling Items
		As of and for the Year Ended December 31,									As of and for the Year Ended December 31,
		2005			2006			2007			2005			2006			2007
Results of operations (dollars in thousands):
	Net interest income (expense)	$	(41,981	)	$	(136,931	)	$	(133,227	)	$	(3,220	)	$	(9,660	)	$	(8,880	)
	Noninterest income (expense)		(47,973	)		13,810			19,023			(66,759	)		(73,380	)		(78,846	)

	Total revenue		(89,954	)		(123,121	)		(114,204	)		(69,979	)		(83,040	)		(87,726	)
	Noninterest expense (income)		110,400			87,481			126,294			(37,715	)		(44,247	)		(48,492	)
	Credit expense (income)		(182,719	)		(125,653	)		(55,163	)		(232	)		(95	)		(98	)

	Income from continuing operations before income taxes		(17,635	)		(84,949	)		(185,335	)		(32,032	)		(38,698	)		(39,136	)
	Income tax expense		(37,220	)		(119,952	)		(56,285	)		(12,252	)		(14,802	)		(14,970	)

	Income from continuing operations		19,585			35,003			(129,050	)		(19,780	)		(23,896	)		(24,166	)
	Income (loss) from discontinued operations, net of income taxes		128,216			(8,319	)		38,228			—			—			—

	Net income (loss)	$	147,801		$	26,684		$	(90,822	)	$	(19,780	)	$	(23,896	)	$	(24,166	)

	Total assets, end of period (dollars in millions):	$	10,996		$	10,188		$	8,764		$	(21	)	$	(26	)	$	(18	)

		UnionBanCal Corporation
		As of and for the the Year End December 31,
		2005			2006			2007
Results of operations (dollars in thousands):
	Net interest income (expense)	$	1,835,574		$	1,833,342		$	1,718,652
	Noninterest income (expense)		759,617			830,943			868,302

	Total revenue		2,595,191			2,664,285			2,586,954
	Noninterest expense (income)		1,552,083			1,637,849			1,643,405
	Credit expense (income)		(50,683	)		(5,000	)		81,000

	Income from continuing operations before income taxes		1,093,791			1,031,436			862,549
	Income tax expense		359,074			270,121			292,683

	Income from continuing operations		734,717			761,315			569,866
	Income (loss) from discontinued operations, net of income taxes		128,216			(8,319	)		38,228

	Net income (loss)	$	862,933		$	752,996		$	608,094

	Total assets, end of period (dollars in millions):	$	49,416		$	52,620		$	55,728

F-120

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 27—Condensed UnionBanCal Corporation Unconsolidated Financial Statements

Condensed Balance Sheets

			December 31,
(Dollars in thousands)			December 31,
(Dollars in thousands)			2006		2007
Assets
	Cash and cash equivalents		$	261,037	$	158,858
	Investment in and advances to subsidiaries			5,005,328		5,057,188
	Other assets			4,539		22,546

		Total assets	$	5,270,904	$	5,238,592

Liabilities and Stockholders' Equity
	Other liabilities		$	88,714	$	73,087
	Medium- and long-term debt			595,904		413,092
	Junior subordinated debt payable to subsidiary grantor trust			14,885		14,432

		Total liabilities		699,503		500,611
	Stockholders' equity			4,571,401		4,737,981

		Total liabilities and stockholders' equity	$	5,270,904	$	5,238,592

F-121

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 27—Condensed UnionBanCal Corporation Unconsolidated Financial Statements (Continued)

Condensed Statements of Income

			Years Ended December 31,
(Dollars in thousands)			Years Ended December 31,
(Dollars in thousands)			2005			2006			2007
Income:
	Cash dividends from bank subsidiary		$	546,600		$	922,600		$	295,500
	Cash dividends from nonbank subsidiaries			—			10,500			21,340
	Interest income on advances to subsidiaries and deposits in bank			14,764			19,732			13,484
	Other income			1,680			471			1

		Total income		563,044			953,303			330,325

Expense:
	Interest expense			33,655			45,834			29,569
	Other expense, net			1,834			3,270			3,516

		Total expense		35,489			49,104			33,085

	Income before income taxes and equity in undistributed net income of subsidiaries			527,555			904,199			297,240
	Income tax benefit			(7,256	)		(12,747	)		(10,017	)

	Income before equity in undistributed net income of subsidiaries			534,811			916,946			307,257
	Equity in undistributed net income (loss) of subsidiaries:
		Bank subsidiary		295,617			(195,563	)		271,481
		Nonbank subsidiaries		32,505			31,613			29,356

Net Income			$	862,933		$	752,996		$	608,094

F-122

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 27—Condensed UnionBanCal Corporation Unconsolidated Financial Statements (Continued)

Condensed Statements of Cash Flows

			Years Ended December 31,
(Dollars in thousands)			Years Ended December 31,
(Dollars in thousands)			2005			2006			2007
Cash Flows from Operating Activities:
	Net income		$	862,933		$	752,996		$	608,094
	Adjustments to reconcile net income to net cash provided by operating activities:
		Equity in undistributed net income of subsidiaries		(328,122	)		163,950			(223,538	)
		Other, net		(11,825	)		18,616			(21,192	)

		Net cash provided by operating activities		522,986			935,562			363,364

Cash Flows from Investing Activities:
	Advances to subsidiaries			(171,588	)		(41,195	)		(85,444	)
	Repayment of advances to subsidiaries			46,294			59,254			195,949

	Net cash provided by (used in) investing activities			(125,294	)		18,059			110,505

Cash Flows from Financing Activities:
	Repayment of medium-term debt			—			(200,000	)		(200,000	)
	Payments of cash dividends			(224,218	)		(251,403	)		(274,974	)
	Repurchase of common stock			(389,371	)		(451,874	)		(137,978	)
	Stock options exercised			89,664			65,659			36,904

	Net cash used in financing activities			(523,925	)		(837,618	)		(576,048	)

Net increase (decrease) in cash and cash equivalents				(126,233	)		116,003			(102,179	)
Cash and cash equivalents at beginning of year				271,267			145,034			261,037

Cash and cash equivalents at end of year			$	145,034		$	261,037		$	158,858

F-123

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 28—Summary of Quarterly Financial Information (Unaudited)

Unaudited quarterly results are summarized as follows:

	2006 Quarters Ended
(Dollars in thousands, except per share data)	2006 Quarters Ended
(Dollars in thousands, except per share data)	March 31			June 30			September 30			December 31
Interest income	$	615,202		$	657,500		$	696,803		$	711,980
Interest expense		151,297			190,995			239,283			266,568

Net interest income		463,905			466,505			457,520			445,412
(Reversal of) provision for loan losses		(7,000	)		(1,000	)		—			3,000
Noninterest income		204,840			207,400			206,399			212,304
Noninterest expense		401,993			400,558			404,862			430,436

Income before income taxes		273,752			274,347			259,057			224,280
Income tax expense		93,358			92,007			87,069			(2,313	)

Income from continuing operations		180,394			182,340			171,988			226,593

Income (loss) from discontinued operations before income tax		(11,896	)		924			(2,160	)		5
Income tax expense (benefit)		(4,447	)		353			(878	)		164

Income (loss) from discontinued operations		(7,449	)		571			(1,282	)		(159	)

Net income	$	172,945		$	182,911		$	170,706		$	226,434

Income from continuing operations per common share—basic	$	1.25		$	1.28		$	1.22		$	1.63

Net income per common share—basic	$	1.20		$	1.28		$	1.21		$	1.62

Income from continuing operations per common share—diluted	$	1.24		$	1.26		$	1.21		$	1.61

Net income per common share—diluted	$	1.18		$	1.26		$	1.20		$	1.61

Dividends per share⁽¹⁾	$	0.41		$	0.47		$	0.47		$	0.47

F-124

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2005, 2006 and 2007 (Continued)

Note 28—Summary of Quarterly Financial Information (Unaudited) (Continued)

	2007 Quarters Ended
(Dollars in thousands, except per share data)	2007 Quarters Ended
(Dollars in thousands, except per share data)	March 31		June 30		September 30			December 31
Interest income	$	723,771	$	736,497	$	758,496		$	773,652
Interest expense		296,549		308,931		333,154			335,130

Net interest income		427,222		427,566		425,342			438,522
(Reversal of) provision for loan losses		4,000		5,000		16,000			56,000
Noninterest income		210,858		217,916		224,015			215,513
Noninterest expense		410,866		400,869		397,987			433,683

Income before income taxes		223,214		239,613		235,370			164,352
Income tax expense		74,693		75,633		86,692			55,665

Income from continuing operations		148,521		163,980		148,678			108,687

Income (loss) from discontinued operations before income tax		1,765		2,240		(20,910	)		88,827
Income tax expense (benefit)		675		866		309			31,844

Income (loss) from discontinued operations		1,090		1,374		(21,219	)		56,983

Net income	$	149,611	$	165,354	$	127,459		$	165,670

Income from continuing operations per common share—basic	$	1.08	$	1.19	$	1.08		$	0.79

Net income per common share—basic	$	1.08	$	1.20	$	0.93		$	1.21

Income from continuing operations per common share—diluted	$	1.06	$	1.18	$	1.07		$	0.78

Net income per common share—diluted	$	1.07	$	1.19	$	0.92		$	1.20

Dividends per share⁽¹⁾	$	0.47	$	0.52	$	0.52		$	0.52

⁽¹⁾: Dividends per share reflect dividends declared on the Company's common stock outstanding as of the declaration date.

Note 29—Subsequent Event

On January 23, 2008, the Company's Board of Directors declared a quarterly cash dividend of $0.52 per share of common stock for the first quarter of 2008. The dividend will be paid on April 4, 2008 to stockholders of record as of March 7, 2008.

F-125

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of
UnionBanCal Corporation

We have audited the accompanying consolidated balance sheets of UnionBanCal Corporation and subsidiaries (the "Company") as of December 31, 2006 and 2007, and the related consolidated statements of income, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of UnionBanCal Corporation and subsidiaries as of December 31, 2006 and 2007, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2007, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of December 31, 2007, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 28, 2008 expressed an unqualified opinion on the Company's internal control over financial reporting.

As discussed in Note 1 to the consolidated financial statements, the Company changed its method of accounting for defined pension and other postretirement plans as of December 31, 2006 in accordance with Statement of Financial Accounting Standards No. 158, Employers' Accounting for Defined Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R).

/S/ DELOITTE & TOUCHE LLP

Deloitte & Touche LLP

San Francisco, California
February 28, 2008

F-126

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of
UnionBanCal Corporation

We have audited the internal control over financial reporting of UnionBanCal Corporation and subsidiaries (the "Company") as of December 31, 2007, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Because management's assessment and our audit was conducted to meet the reporting requirements of Section 112 of the Federal Deposit Insurance Corporation Improvement Act (FDICIA), management's assessment and our audit of the Company's internal control over financial reporting included controls over the preparation of the schedules equivalent to the basic financial statements in accordance with the instructions for the Consolidated Financial Statements for Bank Holding Companies (Form FR Y-9C). The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have not examined and, accordingly, we do not express an opinion or any other form of assurance on management's statement referring to compliance with laws and regulations.

F-127

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 2007 of the Company and our report dated February 28, 2008 expressed an unqualified opinion on those financial statements.

/S/ DELOITTE & TOUCHE LLP

Deloitte & Touche LLP

San Francisco, California
February 28, 2008

F-128

UnionBanCal Corporation and Subsidiaries
Management's Report on Internal Control Over Financial Reporting

The management of UnionBanCal Corporation is responsible for establishing and maintaining adequate internal control over financial reporting, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Management is also responsible for ensuring compliance with the federal laws and regulations concerning loans to insiders and the federal and state laws and regulations concerning dividend restrictions, both of which are designated by the Federal Deposit Insurance Corporation (FDIC) as safety and soundness laws and regulations.

We maintain a system of internal accounting controls to provide reasonable assurance that assets are safeguarded and transactions are executed in accordance with management's authorization and recorded properly to permit the preparation of consolidated financial statements in accordance with generally accepted accounting principles. Management recognizes that even a highly effective internal control system has inherent risks, including the possibility of human error and the circumvention or overriding of controls, and that the effectiveness of an internal control system can change with circumstances. Management has assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2007. In making this assessment, management used the criteria set out by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on our assessment, we concluded that, as of December 31, 2007, the Company's internal control system over financial reporting is effective based on the criteria established in Internal Control-Integrated Framework.

Management assessed its compliance with the designated safety and soundness laws and regulations and has maintained records of its determinations and assessments as required by the FDIC. Based on this assessment, Management believes that Union Bank of California, N.A. has complied, in all material respects, with the designated safety and soundness laws and regulations for the year ended December 31, 2007.

The Company's internal control over financial reporting and the Company's consolidated financial statements have been audited by Deloitte & Touche LLP, Independent Registered Public Accounting Firm.

		/S/ MASAAKI TANAKA Masaaki Tanaka President and Chief Executive Officer
		/S/ DAVID I. MATSON David I. Matson Vice Chairman and Chief Financial Officer
		/S/ DAVID A. ANDERSON David A. Anderson Executive Vice President and Controller

F-129

SIGNATURES

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

		UNIONBANCAL CORPORATION (Registrant)
		By:	/s/ MASAAKI TANAKA Masaaki Tanaka President and Chief Executive Officer (Principal Executive Officer)
		By:	/s/ DAVID I. MATSON David I. Matson Vice Chairman and Chief Financial Officer (Principal Financial Officer)
		By:	/s/ DAVID A. ANDERSON David A. Anderson Executive Vice President and Controller (Principal Accounting Officer)
		Date: February 28, 2008

II-1

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

Signature		Title

* Aida M. Alvarez		Director
* David R. Andrews		Director
* Nicholas B. Binkley		Director
* L. Dale Crandall		Director
* Murray H. Dashe		Director
* Richard D. Farman		Director
* Philip B. Flynn		Director
* Christine Garvey		Director
* Michael J. Gillfillan		Director
* Mohan S. Gyani		Director
Ronald L. Havner, Jr.		Director
* Norimichi Kanari		Director
* Mary S. Metz		Director
* Shigemitsu Miki		Director

II-2

* J. Fernando Niebla		Director
* Masashi Oka		Director
* Kyota Omori		Director
* Barbara L. Rambo		Director
* Masaaki Tanaka		Director
* Dean A. Yoost		Director

*By:

/s/ JOHN H. MCGUCKIN, JR.

John H. McGuckin, Jr.
Attorney-in-Fact

Dated: February 27, 2008

II-3

EXHIBIT INDEX

No.		Description
3.1		Restated Certificate of Incorporation of the Registrant⁽¹⁾
3.2		Bylaws of the Registrant⁽¹⁾
4.1		Trust Indenture between UnionBanCal Corporation and J.P. Morgan Trust Company, National Association, as Trustee, dated December 8, 2003⁽²⁾
4.2		The Registrant agrees to furnish upon request to the Commission a copy of each instrument defining the rights of holders of long-term debt of the Registrant.
10.1		UnionBanCal Corporation Management Stock Plan*⁽³⁾
10.2		Union Bank of California, N.A. Deferred Compensation Plan*⁽³⁵⁾
10.3		Union Bank of California, N.A. Senior Executive Bonus Plan*⁽⁴⁾
10.4		Union Bank of California, N.A Senior Management Bonus Plan*⁽⁵⁾
10.5		Union Bank of California, N.A. Supplemental Executive Retirement Plan for Policy Making Officers*⁽³⁵⁾
10.6		Bank of California Executive Supplemental Benefits Plan (Restated as of January 1, 1990)*⁽⁶⁾
10.7		Executive Supplemental Benefit Plan (effective February 1, 1986) and example Amendment to Benefit Agreement and Waiver (Effective January 1, 1990)*⁽⁷⁾
10.8		Union Bank Financial Services Reimbursement Program*⁽⁸⁾
10.9		UnionBanCal Corporation Performance Share Plan*⁽⁹⁾
10.10		Amended and Restated 1997 UnionBanCal Corporation Performance Share Plan*⁽¹⁰⁾
10.11		Amendment to Amended and Restated 1997 UnionBanCal Corporation Performance Share Plan*⁽³⁵⁾
10.12		Forms of Performance Share Agreement under the 1997 UnionBanCal Corporation Performance Share Plan*⁽¹¹⁾
10.13		2008 Form of Performance Share Agreement under the 1997 UnionBanCal Corporation Performance Share Plan*⁽³⁵⁾
10.14		Form of Terms and Conditions of Performance Share Plan Stock Unit Deferral Elections*⁽¹²⁾
10.15		2008 Form of Terms and Conditions of Performance Share Plan Stock Unit Deferral Elections*⁽³⁵⁾
10.16		Service Agreement Between Union Bank of California, N.A. and The Bank of Tokyo-Mitsubishi, Ltd. dated October 1, 1997*⁽¹³⁾
10.17		Year 2000 UnionBanCal Corporation Management Stock Plan*⁽¹⁴⁾
10.18		Form of 2006 Nonqualified Stock Option Agreement under the Year 2000 UnionBanCal Corporation Management Stock Plan*⁽¹⁵⁾
10.19		Form of 2005 Nonqualified Stock Option Agreement under the Year 2000 UnionBanCal Corporation Management Stock Plan*⁽¹⁶⁾
10.20		Form of 2004 Nonqualified Stock Option Agreement under the Year 2000 UnionBanCal Corporation Management Stock Plan*⁽¹⁷⁾
10.21		Form of 2006 Restricted Stock Agreement under the Year 2000 UnionBanCal Corporation Management Stock Plan*⁽¹⁸⁾
10.22		Form of Restricted Stock Agreement under the Year 2000 UnionBanCal Corporation Management Stock Plan*⁽¹⁹⁾

10.23		Forms of 2006 Restricted Stock Unit Agreement for Non-Employee Directors under the Year 2000 UnionBanCal Corporation Management Stock Plan*⁽²⁰⁾
10.24		Forms of 2007 Restricted Stock Unit Agreements for Non-Employee Directors under the Year 2000 UnionBanCal Corporation Management Stock Plan.*⁽²¹⁾
10.25		Amendment to 2007 Restricted Stock Unit Agreements for Non-Employee Directors under the Year 2000 UnionBanCal Corporation Management Stock Plan*⁽²²⁾
10.26		Forms of Restricted Stock Unit Agreement for Non-Employee Directors under the Year 2000 UnionBanCal Corporation Management Stock Plan*⁽²³⁾
10.27		Form of 2004 Nonqualified Stock Option Agreement for Non-Employee Directors under the Year 2000 UnionBanCal Corporation Management Stock Plan*⁽²⁴⁾
10.28		Terms and Conditions Applicable to Non-Employee Director Stock Unit Awards under the Year 2000 UnionBanCal Corporation Management Stock Plan*⁽³⁵⁾
10.29		Forms of Restricted Stock Agreement for Non-Employee Directors under the Year 2000 UnionBanCal Corporation Management Stock Plan*⁽²⁵⁾
10.30		Form of Change-of-Control Agreement, dated as of May 1, 2003, between UnionBanCal Corporation and each of the policy-making officers of UnionBanCal Corporation*⁽²⁶⁾
10.31		Form of Amendment, effective as of January 1, 2005, to Change-of-Control Agreement, between UnionBanCal Corporation and each of the policy-making officers of UnionBanCal Corporation*⁽³⁵⁾
10.32		Union Bank of California, N.A. Separation Pay Plan*⁽³⁵⁾
10.33		Philip B. Flynn Employment Agreement (effective April 1, 2004)*⁽²⁷⁾
10.34		Philip B. Flynn Amendment of Employment Agreement (effective May 1, 2005)*⁽²⁸⁾
10.35		Philip B. Flynn Amendment to Executive Agreement (effective January 1, 2005)*⁽³⁵⁾
10.36		David I. Matson Employment Agreement (effective January 1, 1998)*⁽²⁹⁾
10.37		David I. Matson Amendment of Employment Agreement (effective May 1, 2005)*⁽³⁰⁾
10.38		David I. Matson Amendment to Executive Agreement (effective January 1, 2005)*⁽³⁵⁾
10.39		Written Descriptions of Compensation Arrangements for UnionBanCal Non-Employee Directors*⁽³¹⁾
10.40		Written Description of Compensation Arrangements for Union Bank of California, N.A. Non-Employee Directors*⁽³²⁾
10.41		Repurchase Agreement between UnionBanCal Corporation and The Bank of Tokyo Mitsubishi, Ltd., dated as of February 23, 2005⁽³³⁾
10.42		Purchase and Assumption Agreement by and among Union Bank of California, N.A., Union Bank of California International, and Union Bank of California Servicos LTDA. and Wachovia Bank, N.A. dated September 21, 2005⁽³⁴⁾
12.1		Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividend Requirements⁽³⁵⁾
21.1		Subsidiaries of the Registrant⁽³⁵⁾
23.1		Consent of Deloitte & Touche LLP⁽³⁵⁾
24.1		Power of Attorney⁽³⁵⁾
24.2		Resolution of Board of Directors⁽³⁵⁾
31.1		Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002⁽³⁵⁾

31.2		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002⁽³⁵⁾
32.1		Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002⁽³⁵⁾
32.2		Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002⁽³⁵⁾

⁽¹⁾: Incorporated by reference to the exhibit of the same number to the UnionBanCal Corporation Quarterly Report on Form 10-Q for the quarter ended September 30, 2003 (SEC File No. 001-15081).
⁽²⁾: Incorporated by reference to Exhibit 99.1 to the UnionBanCal Corporation Current Report on Form 8-K dated December 8, 2003 (SEC File No. 001-15081).
⁽³⁾: Incorporated by reference to the exhibit of the same number to the UnionBanCal Corporation Annual Report on Form 10-K for the year ended December 31, 1997 (SEC File No. 000-28118).
⁽⁴⁾: Incorporated by reference to Appendix B to the UnionBanCal Corporation Definitive Proxy Statement on Schedule 14A filed on March 23, 2006 (SEC File No. 001-15081).
⁽⁵⁾: Incorporated by reference to Exhibit C to the UnionBanCal Corporation Definitive Proxy Statement on Schedule 14A filed on March 27, 2001 (SEC File No. 001-15081).
⁽⁶⁾: Incorporated by reference to Exhibit 10.8 to the UnionBanCal Corporation Annual Report on Form 10-K for the year ended December 31, 1996 (SEC File No. 000-28118).
⁽⁷⁾: Incorporated by reference to Exhibit 10.11 to the UnionBanCal Corporation Current Report on Form 8-K dated April 1, 1996 (SEC File No. 000-28118).
⁽⁸⁾: Incorporated by reference to Exhibit 10.14 to the UnionBanCal Corporation Current Report on Form 8-K dated April 1, 1996 (SEC File No. 000-28118).
⁽⁹⁾: Incorporated by reference to Appendix B to the UnionBanCal Corporation Definitive Proxy Statement on Schedule 14A filed on March 26, 2004 (SEC File No. 001-15081).
⁽¹⁰⁾: Incorporated by reference to Appendix A to the UnionBanCal Corporation Definitive Proxy Statement on Schedule 14A filed on March 23, 2006 (SEC File No. 001-15081).
⁽¹¹⁾: Incorporated by reference to (i) Exhibit 10.2 to the UnionBanCal Corporation Current Report on Form 8-K dated March 22, 2005 and (ii) Exhibit 10.1 to the UnionBanCal Corporation Current Report on Form 8-K dated March 24, 2006 (SEC File No. 001-15081).
⁽¹²⁾: Incorporated by reference to Exhibit 10.11 to the UnionBanCal Corporation Annual Report on Form 10-K for the year ended December 31, 2006 (SEC File No. 000-15081).
⁽¹³⁾: Incorporated by reference to Exhibit 10.10 to the UnionBanCal Corporation Annual Report on Form 10-K for the year ended December 31, 1997 (SEC File No. 000-28118).
⁽¹⁴⁾: Incorporated by reference to Appendix A to the UnionBanCal Corporation Definitive Proxy Statement on Schedule 14A filed on March 25, 2005 (SEC File No. 001-15081).
⁽¹⁵⁾: Incorporated by reference to Exhibit 10.1 to the UnionBanCal Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 (SEC File No. 001-15081).
⁽¹⁶⁾: Incorporated by reference to Exhibit 10.4 to the UnionBanCal Corporation Current Report on Form 8-K dated March 22, 2005 (SEC File No. 001-15081).
⁽¹⁷⁾: Incorporated by reference to Exhibit 10.3 to the UnionBanCal Corporation Current Report on Form 8-K dated March 22, 2005 (SEC File No. 001-15081).
⁽¹⁸⁾: Incorporated by reference to Exhibit 10.3 to the UnionBanCal Corporation Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 (SEC File No. 001-15081).
⁽¹⁹⁾: Incorporated by reference to Exhibit 10.3 to the UnionBanCal Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 (SEC File No. 001-15081).

⁽²⁰⁾: Incorporated by reference to Exhibit 10.1 to the UnionBanCal Corporation Current Report on Form 8-K dated July 1, 2006 (SEC File No. 001-15081).
⁽²¹⁾: Incorporated by reference to Exhibit 10.1 to the UnionBanCal Corporation Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 (SEC File No. 001-15081).
⁽²²⁾: Incorporated by reference to Exhibit 10.1 to the UnionBanCal Corporation Quarterly Report on Form 10-Q for the quarter ended September 30, 2007 (SEC File No. 001-15081).
⁽²³⁾: Incorporated by reference to Exhibit 10.2 to the UnionBanCal Corporation Quarterly Report on Form 10-Q for the quarter ended September 30, 2007 (SEC File No. 001-15081).
⁽²⁴⁾: Incorporated by reference to Exhibit 10.5 to the UnionBanCal Corporation Current Report on Form 8-K dated March 22, 2005 (SEC File No. 001-15081).
⁽²⁵⁾: Incorporated by reference to Exhibit 10.14 to the UnionBanCal Corporation Annual Report on Form 10-K for the year ended December 31, 2005 (SEC File No. 001-15081).
⁽²⁶⁾: Incorporated by reference to Exhibit 10.1 to the UnionBanCal Corporation Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 (SEC File No. 001-15081).
⁽²⁷⁾: Incorporated by reference to Exhibit 10.1 to the UnionBanCal Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2004 (SEC File No. 001-15081).
⁽²⁸⁾: Incorporated by reference to Exhibit 10.1 to the UnionBanCal Corporation Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 (SEC File No. 001-15081).
⁽²⁹⁾: Incorporated by reference to Exhibit 10.13 to the UnionBanCal Corporation Annual Report on Form 10-K for the year ended December 31, 2002 (SEC File No. 001-15081).
⁽³⁰⁾: Incorporated by reference to Exhibit 10.2 to the UnionBanCal Corporation Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 (SEC File No. 001-15081).
⁽³¹⁾: Incorporated by reference to (i) Exhibit 10.1 to the UnionBanCal Corporation Current Report on Form 8-K dated July 27, 2005 (SEC File No. 001-15081) and (ii) Item 1 of the UnionBanCal Corporation Current Report on Form 8-K dated October 26, 2005 (SEC File No. 001-15081).
⁽³²⁾: Incorporated by reference to Exhibit 10.1 to the UnionBanCal Corporation Current Report on Form 8-K dated December 7, 2005 (SEC File No. 001-15081).
⁽³³⁾: Incorporated by reference to Exhibit 10.25 to the UnionBanCal Corporation Annual Report on Form 10-K for the year ended December 31, 2005 (SEC File No. 001-15081).
⁽³⁴⁾: Incorporated by reference to Exhibit 10.1 to the UnionBanCal Corporation Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 (SEC File No. 001-15081).
⁽³⁵⁾: Provided herewith.
*: Management contract or compensatory plan, contract or arrangement.

QuickLinks

INDEX
NOTE REGARDING FORWARD-LOOKING STATEMENTS
PART I

Item 1. Business

Item 1A. Risk Factors

Item 1B. Unresolved Staff Comments

Item 2. Properties

Item 3. Legal Proceedings

Item 4. Submission of Matters to a Vote of Security Holders

Item 4A. Executive Officers of the Registrant

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 6. Selected Financial Data

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Item 8. Financial Statements and Supplementary Data

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A. Controls and Procedures

Item 9B. Other Information

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Item 11. Executive Compensation

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13. Certain Relationships and Related Transactions, and Director Independence

Item 14. Principal Accountant Fees and Services

PART IV

Item 15. Exhibits and Consolidated Financial Statement Schedules

UnionBanCal Corporation and Subsidiaries Management's Discussion and Analysis of Financial Condition and Results of Operations
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
UnionBanCal Corporation and Subsidiaries Consolidated Statements of Income
UnionBanCal Corporation and Subsidiaries Consolidated Balance Sheets
UnionBanCal Corporation and Subsidiaries Consolidated Statements of Changes in Stockholders' Equity
UnionBanCal Corporation and Subsidiaries Consolidated Statements of Cash Flows
UnionBanCal Corporation and Subsidiaries Notes to Consolidated Financial Statements December 31, 2005, 2006 and 2007
Report of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm
UnionBanCal Corporation and Subsidiaries Management's Report on Internal Control Over Financial Reporting
SIGNATURES
EXHIBIT INDEX
EX-10.2 2 a2182928zex-10_2.htm EXHIBIT 10.2
QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 10.2

UNION BANK OF CALIFORNIA

DEFERRED COMPENSATION PLAN

(January 1, 2005 Restatement)

UNION BANK OF CALIFORNIA
DEFERRED COMPENSATION PLAN

ARTICLE I
HISTORY AND PURPOSE

1.1 Union Bank established the Senior Management Deferred Compensation Plan effective July 1, 1990 for the purpose of allowing a select group of executives of Union Bank to defer receipt of compensation to which the executives would otherwise be entitled. The Plan was amended and restated in its entirety as of January 1, 1994. As a consequence of the merger of their respective parent companies, Union Bank and the Bank of California have been merged into a new operating entity, Union Bank of California.

1.2 Union Bank of California amended and restated the Plan in its entirety effective January 1, 1997, to reflect the merger of Union Bank and the Bank of California and to extend participation to the non-employee directors of Union Bank of California and the non-employee directors of UnionBanCal Corporation and to rename the Plan, the Union Bank of California Deferred Compensation Plan.

1.3 Union Bank of California hereby amends and restates the Plan in its entirety effective January 1, 2005, to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and in certain other respects.

ARTICLE II
DEFINITIONS

Whenever referred to in this Plan, the following terms shall have the meanings set forth below except where otherwise provided:

2.1 "Account" means a Participant's Deferred Compensation Account(s) established pursuant to Article 5.

2.2 "Bank" means Union Bank of California.

2.3 "Beneficiary" means the person(s) designated in writing by the Participant to receive his benefits under the Plan if the Participant dies before receiving all of his benefits. A Beneficiary designation must be signed and dated by the Participant and delivered to the Committee to become effective. In the absence of a valid or effective Beneficiary designation, the Participant's surviving spouse shall be the Beneficiary or if there is none, the Beneficiary shall be the Participant's surviving descendants by right of representation, surviving parents or estate (in that order).

2.4 "Board" means the Board of Directors of UnionBanCal Corporation and the Board of Directors of Union Bank of California.

2.5 "Code" means the Internal Revenue Code of 1986, as amended.

2.6 "Committee" means a committee appointed or designated by the Board to administer the Plan as described in Article VII. The Committee shall be the "plan administrator" under ERISA.

2.7 "Compensation" means an Employee's base salary and/or any payments under the Senior Management Bonus Plan or those incentive awards designated by the Bank as Compensation under this Plan which, but for deferral under this Plan, would have been paid to the Participant in cash. "Compensation" shall be calculated without regard to any salary reduction arrangement described in Code section 125 or 401(k) in which the Participant participates and which is maintained by the Bank.

2.8 "Deferral Election Form" means the agreement between a Participant and the Bank whereby the Participant elects to reduce his Compensation or Fees and the Bank promises to pay him benefits under the Plan in the future.

2.9 "Director" means a non-employee director of the Bank or any of its subsidiaries or a non-employee Director of UnionBanCal Corporation. A Director who becomes an Employee shall cease to participate as a Director under the Plan, but may participate in his or her capacity as an Employee subject to the provisions of the Plan (including eligibility).

2.10 "Disabled" describes a Participant who while an Employee is determined to be disabled under the Bank's long-term disability plan, provided that the Participant is determined to be unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

2.11 "Employee" means a common law employee of the Bank or any of its subsidiaries.

2.12 "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time.

2.13 "Fees" means Retainer Fees (the annual fee paid for service on the Board, including additional fees paid to Committee chairpersons) and Meeting Fees (which are paid for attendance at Board and committee meetings) paid to Directors for service during the Plan Year.

2.14 "Participant" means an Employee or Director (a) who has been designated by the Board as eligible to participate and who has executed a Deferral Election Form or (b) who has previously deferred Compensation or Fees under the Plan and who continues to have an Account balance greater than zero.

2.15 "Payment Date" means the date on which a Participant's Account is to be paid or on which payments are to commence.

2.16 "Plan" means the Union Bank of California Deferred Compensation Plan as set forth herein and as amended from time to time.

2.17 "Plan Year" means the calendar year.

2.18 "Termination of Service" means, with respect to an Employee, any voluntary or involuntary termination of employment with the Bank. With respect to Directors, "Termination of Service" means the Director has voluntarily or involuntarily ceased to serve as a member of the Board. Notwithstanding the foregoing, a Termination of Service with respect to an Employee or Director shall mean a "separation from service" which qualifies as a permitted payment event for purposes of Section 409A of the Code.

ARTICLE III
ELIGIBILITY

The Board (or if designated, the Committee) shall determine which Employees and Directors are eligible to participate in the Plan, provided that only those Employees who are members of a select group of management or highly compensated employees (within the meaning of ERISA Sections 201, 301 and 401) shall be eligible Employees.

ARTICLE IV
ELECTION TO DEFER

4.1 General. An Employee may elect to defer receipt of Compensation by completing the Deferral Election Form prescribed by the Committee and specifying the percentage (in 5 percent increments up to a maximum of 50% of base salary and a maximum of 100% of bonuses and other incentive awards) of Compensation to be deferred. A Director may elect to defer receipt of Fees by completing the Deferral Election Form prescribed by the Committee and specifying the percentage (in 5% increments up to a maximum of 100%) of Retainer Fees and/or Meeting Fees to be deferred. To be effective, a Deferral Election Form must be signed and dated by the Participant, and signed and dated by the Human Resources Department.

4.2 Initial Elections. The Deferral Election Form must be received by the Human Resources Department before the beginning of the Plan Year during which the Participant performs the services for which the Compensation or Fees are earned.

(a) Base Salary. The deadline for electing to defer base salary is December 31 of the year preceding the Plan Year in which the deferral is effective. Base salary payable after the last day of a Plan Year solely for services provided during the final payroll period containing the last day of the Plan Year (i.e. December 31), is treated for purposes of this Section 4.2 as Compensation for services performed in the subsequent year. Notwithstanding the foregoing, in the first Plan Year in which a Participant becomes eligible to participate in the Plan, the Participant may elect to defer base salary within thirty (30) days after the date the Participant becomes eligible, and such election will be effective as of the first payroll period next following the date the Deferral Election Form is received by the Human Resources Department.

(b) Fees. The deadline for a Director's election to defer Retainer Fees and/or Meeting Fees is December 31 of the year preceding the Plan Year in which the meetings occur and the service is rendered.

(c) Bonuses and Other Incentive Awards. The deadline for electing to defer the annual Senior Management Bonus or Senior Executive Bonus is December 31 of the year preceding the Plan Year during which the Participant performs the services for which the Bonus is earned. The deadline for electing to defer Performance Share Plan awards is December 31 of the year preceding the three-year performance cycle during which the Participant performs the services for which the award is earned. Notwithstanding the foregoing, the deadline for electing to defer Performance Share Plan awards for the three-year performance cycle ending December 31, 2007, is December 31, 2005.

Except as otherwise provided in the Plan, an election to defer Fees or Compensation attributable to bonuses, incentive awards or base salary shall be irrevocable following the applicable deadline specified in Section 4.2.

4.3 Payment Date. Each Deferral Election Form shall specify the Payment Date which shall be either:

(a) the Participant's Termination of Service, or

(b) January 31 of any year subsequent to the year in which the Compensation or Fees would have been paid absent the Deferral Election, provided that the deferral period must be at least 12 months.

The election of a Payment Date shall be irrevocable, subject to the provisions of Section 4.5.

4.4 Payment Form. Each Deferral Election Form shall specify that the Account is to be paid:

(a) in a single lump sum on the Payment Date (or as soon thereafter as the Bank determines is administratively feasible but in no event more than 90 days thereafter) or

(b) in four substantially equal annual installments, commencing on the Payment Date (or as soon thereafter as the Bank determines is administratively feasible but in no event more than 90 days thereafter) or

(c) in ten substantially equal annual installments, commencing on the Payment Date (or as soon thereafter as the Bank determines is administratively feasible but in no event more than 90 days thereafter).

The election of a payment form shall be irrevocable, subject to the provisions of Section 4.5. Notwithstanding the foregoing, all Participants shall have a one-time limited opportunity to elect the installment option described in paragraph (c) with respect to Account(s) which are not currently in pay status. The election must be made during the period beginning December 2, 1996 and ending with the close of business December 31, 1996. Elections made during this window become effective with respect to Payment Dates after December 31, 1997 and are irrevocable. This window election opportunity is provided because of a change in federal law restricting states' ability to tax pension income based on its source.

4.5 Subsequent Elections. In accordance with such procedures as it may promulgate from time to time, the Committee may permit a Participant to elect to delay the Payment Date or change the payment form subject to the following requirements:

(a) The new election may not take effect until at least twelve (12) months after the date on which the new election is made;

(b) If the payment is not on account of death, Disability or Hardship, the new election must provide for the deferral of the payment for a period of not less than five (5) years from the date such payment would otherwise have been made (or in the case of installment payments, five (5) years from the date the first amount was scheduled to be paid); and

(c) If the new election relates to a payment otherwise due at a specified time or pursuant to a fixed schedule, the new election must be made at least twelve (12) months prior to the date the payment was scheduled to be paid (or in the case of installment payments, twelve (12) months prior to the date the first amount was scheduled to be paid).

4.6 Impact of Financial Hardship. If the Committee determines that a Participant has incurred a Hardship prior to the end of a Plan Year, the Participant's deferral elections shall end as of the date of such determination (and no additional Compensation or Fees will be deferred for the remainder of the Plan Year for such Participant).

ARTICLE V
ACCOUNTS

5.1 In lieu of paying Compensation or Fees deferred pursuant to a Deferral Election Form, the Bank shall credit the deferred amount as of the last day of the month in which the Compensation or Fees would have otherwise been paid to an account in the name of the Participant (the "Deferred Compensation Account") established for this purpose on the Bank's books and records. If the Participant has entered into more than one Deferral Election Form and they specify different Payment Dates or different payment forms (under Section 4.5), the Bank shall establish a separate Account for amounts credited pursuant to each such Deferral Election Form.

5.2 The balance credited to each Deferred Compensation Account shall be credited with interest at the end of each calendar quarter. Effective for calendar quarters beginning on or after January 1, 1993, the interest rate credited shall be the 1-Year Treasury Constant Maturities Rate for deferrals of less than 36 months, and the 5-Year Treasury Constant Maturities Rate for deferrals of 36 months or more or to the date of Termination of Employment. The monthly average Treasury Constant Maturities Rates are quoted in the Federal Reserve Statistical Release, H.15, and calculated quarterly, based on a

rolling average for the previous 12 months. The interest applied to Compensation or Fees credited during a Plan Year shall be prorated for the number of months in the Plan Year that the Compensation or Fees were credited to the Participant's Account.

5.3 If, pursuant to Article VI, interest is required to be credited through the last day of any month (other than the end of a calendar quarter), the rate shall be that rate in effect under Section 5.2 as of the last day of the preceding quarter, prorated on a monthly basis to the crediting date.

5.4 If, pursuant to the provisions of Article VI, a Participant is paid deferred amounts in the same Plan Year in which the amounts would otherwise have been paid as Compensation or Fees, those amounts will be credited with interest as described in Section 5.3 through the date specified in Article VI.

ARTICLE VI
PAYMENT OF ACCOUNTS

6.1 General Rule. Amounts credited to a Participant's Account(s) shall be paid as specified in the Deferral Election Form on or commencing on the Payment Date or as soon thereafter as administratively practicable (but in no event later than 90 days thereafter). The unpaid balance of a Participant's Account(s) being paid in installments shall continue to be credited with the interest specified in Article V through the last day of the month preceding the last installment payment. Accounts which are to be paid in a single lump sum shall be credited with the interest specified in Article V through the last day of the month preceding the Payment Date. All payments shall be in cash.

6.2 Employee's Termination Other Than Retirement. Notwithstanding the provisions of Section 6.1, if an Employee's Termination of Service is other than a Retirement:

(a) all amounts credited to his Accounts shall be paid to the Participant in a single lump sum (without regard to the Participant's designated Payment Date or payment form) as soon as the Bank determines is administratively practicable (but in no event later than 90 days after the Employee's Termination of Service) with interest credited under Article V through the last day of the month preceding the Termination of Service, and

(b) any Accounts being paid in installments shall be accelerated with the remaining installments paid in a single lump sum as soon as the Bank determines is administratively practicable (but in no event later than 90 days after the Employee's Termination of Service) with interest credited under Article V through the last day of the preceding month.

For purposes of this Article, an Employee's Termination of Service is treated as a "Retirement" if the Participant has attained age 55 and completed ten (10) years of credited service for purposes of determining benefits under the Union Bank of California Retirement Plan. If a Participant dies before receiving his entire Account(s), the balance shall be paid to his Beneficiary in a single lump sum as soon as the Bank determines is administratively practicable (but in no event later than 90 days after the Participant's death) with interest credited through the last day of the month preceding payment.

6.3 Distributions to a Specified Employee. Notwithstanding any other provision of the Plan, payments otherwise required to be made or commence upon the Termination of Service of a Participant who is a "specified employee" (within the meaning of Section 409A of the Code and applicable regulations thereunder, as determined by the Committee) at the time of such termination shall be delayed and paid upon the earlier of (i) the first business day which is at least six months and one day following the date of such Termination of Service, or (ii) the death of the Participant, to the extent that the Committee determines that such delayed payment is required in order to avoid a violation of Section 409A of the Code. The amount of any payment which is delayed for any period

under this Section 6.3 will be credited with interest as determined under Article V as if the Participant's Termination of Service had been delayed for such period.

6.4 Disability and Hardship. Payment of amounts credited to a Participant's Account(s) may be accelerated if the Committee determines that the Participant is Disabled or that the Participant has a financial Hardship. "Hardship" means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant's spouse or dependent (as defined in Section 152 of the Code without regard to Section 152(b)(1), (b)(2) and (d)(1)(B)), loss of the Participant's property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, and which complies with the requirements of Section 409A of the Code for the acceleration of payment. The amount of any Hardship payment shall not exceed the amount required to meet the need (which may include amounts necessary to pay any Federal, state, local or foreign income taxes or penalties reasonably anticipated to result from the distribution). The Participant shall submit a written request to the Committee and shall certify as to the financial need. The Committee may accelerate installment payments in the event a Participant becomes Disabled or incurs a Hardship. The Committee's decision as to the Participant's Disabled status or Hardship shall be final and binding on all interested parties.

6.5 Accelerated Distributions. The acceleration of the time or schedule of any distribution of a Participant's Account prior to the date or dates otherwise provided under the Plan is prohibited except as permitted under Section 409A of the Code. To the extent permitted under Section 409A of the Code, the Committee may, in its discretion, accelerate payment under the following circumstances:

(a) De Minimus Amount. If the value of all of a Participant's Accounts is $10,000 or less, the amount in his or her Accounts may be distributed to the Participant in a lump sum sixty (60) days following Termination of Service, provided that, to the extent required under Section 409A of the Code, the distribution results in the termination and liquidation of the entirety of the Participant's interest under the Plan and all other deferred compensation arrangements which, together with the Plan, are treated as a single plan under Section 409A of the Code.

(b) Divestiture. The distribution of a Participant's Account may be accelerated to the extent necessary for any Federal officer or employee in the executive branch to comply with any ethics agreement with the Federal government, or to the extent reasonably necessary to avoid the violation of an applicable Federal, state, local or foreign ethics law or conflicts of interest law.

(c) Income Inclusion Under Code Section 409A. If the Plan fails to meet the requirements of Section 409A of the Code and applicable regulations thereunder, a distribution may be made to the Participant in the amount required to be included in income as a result of the failure to comply with such requirements.

(d) Other. Payment may be accelerated under such other circumstances permitted under applicable guidance under Section 409A of the Code.

6.6 Delayed Distributions. To the extent permitted under Section 409A of the Code, the Committee may, in its discretion, delay the distribution of a Participant's Account beyond the date otherwise provided under the Plan in the following circumstances:

(a) Violation of Applicable Laws. Payment may be delayed in the event the Committee reasonably anticipates that the payment will violate federal securities laws or other applicable law. Payment of the amounts delayed under this Section 6.6(a) will be made at the earliest date at which the Committee reasonably anticipates that making the payment will not cause a violation of federal securities laws or other applicable law.

(b) Other. Payment may be delayed under such other circumstances permitted under applicable guidance under Section 409A of the Code.

ARTICLE VII
PLAN ADMINISTRATION

7.1 This Plan shall be adopted by the Board of Union Bank of California and shall be administered by the Committee.

7.2 This Plan may be amended in any way (including a retroactive amendment required to comply with Code Section 409A) or may be terminated, in whole or in part, at any time, at the discretion of the Board of Union Bank of California. No amendment or termination of the Plan shall adversely affect the amount in any Participant's Account prior to or as of the effective date of such amendment or termination. No distributions will be made prior to the date or dates otherwise provided under the Plan, unless earlier distribution is permitted under Code Section 409A.

7.3 The Committee shall have the sole authority, in its discretion, to adopt, amend and rescind such rules and regulations as it deems advisable in the administration of the Plan, to construe and interpret the Plan, the rules and regulations, and Deferral Election Forms, and to make all other determinations and interpretations of the Plan. All decisions, determinations, and interpretations of the Committee shall be binding on all persons. Committee members who are Participants shall abstain from voting on any Plan matters that would cause them to be in constructive receipt of amounts credited to their Accounts. The Committee may delegate its responsibilities as it sees fit.

7.4 Claims for benefits under this Plan shall be brought in accordance with the claims procedures set forth in Article X of the Union Bank of California Retirement Plan, which is hereby incorporated herein by reference.

ARTICLE VIII
MISCELLANEOUS

8.1 No Funding Obligation. The amounts credited to a Participant's Account are not held in a trust or escrow account and are not secured by any specific assets of the Bank or in which the Bank has an interest. This Plan shall not be construed to require the Bank to fund any of the benefits provided hereunder nor to establish a trust for such purpose. The Bank may make such arrangements as it desires to provide for the payment of benefits. Neither the Participant, any Beneficiary nor the Participant's estate shall have any rights against the Bank with respect to any portion of the Participant's Account except as a general unsecured creditor of the Bank. No Participant has an interest in his Accounts until the Participant actually receives payment.

8.2 Non-alienation of Benefits. No benefit under this Plan may be sold, assigned, transferred, conveyed, hypothecated, encumbered, anticipated, or otherwise disposed of, and any attempt to do so shall be void. No such benefit shall, prior to receipt thereof by a Participant, be in any manner subject to the debts, contracts, liabilities, engagements, or torts of such Participant,

8.3 Limitation of Rights. Nothing in this Plan shall be construed to limit in any way the right of the Bank to terminate an Employee's employment at any time for any reason whatsoever with or without cause; nor shall it be evidence of any agreement or understanding, express or implied, that the Bank (a) will employ an Employee in any particular position, (b) will ensure participation in any incentive programs, or (c) will grant any awards from such programs.

8.4 Applicable Law. This Plan shall be construed and its provisions enforced and administered in accordance with the laws of the State of California except as otherwise provided in ERISA.

8.5 Section 409A. This Plan is intended to comply, in form and operation, with Section 409A of the Code, and its provisions shall be interpreted consistent therewith. Notwithstanding any provision of the Plan to the contrary, no distributions will be made under the Plan earlier or later than permitted under the requirements of Code Section 409A and no elections to defer Compensation or Fees shall be permitted unless they are permissible under such requirements.

ARTICLE IX
SPECIAL PROVISIONS APPLICABLE TO ACQUIRED ENTITY

9.1 Effective Date. Effective October 28, 2004, immediately following the closing (the "Closing") of the merger of Jackson Federal Bank ("JFB") with and into the Bank on that date (the "Closing Date") pursuant to the Agreement and Plan of Merger by and among UnionBanCal Corporation, the Bank, Jackson National Life Insurance Company and JFB (the "Merger Agreement"), the provisions of this Article IX shall apply.

9.2 Eligibility. Each participant in the Jackson Federal Bank Management Deferred Income Plan ("JFB Plan") who was a current employee of JFB as of the Closing Date ("JFB Participant") shall automatically become a Participant in the Plan immediately following the Closing with respect to amounts deferred pursuant to Existing Elections, as defined below, under the JFB Plan. Notwithstanding the foregoing, no JFB Participant shall be eligible to elect to defer compensation under the Plan after the Closing unless that person is otherwise eligible to participate in the Plan under Article III.

9.3 Existing Elections. Each JFB Participant shall have a Deferred Compensation Account to which shall be credited all amounts payable to a JFB Participant, whether earned before or after the Closing, for which deferral elections were in effect under the JFB Plan as of the Closing ("Existing Elections"), including net earnings allocable thereto. The Existing Elections shall be treated as if made under the Plan. The Account shall initially be credited with the notional dollar amount recorded in the recordkeeping account maintained for such JFB Participant under the JFB Plan immediately prior to the Closing. Thereafter, amounts subject to Existing Elections which are earned after the Closing, including, without limitation, any bonuses payable in connection with the merger and/or any amounts payable under the First Amended and Restated Brooke Holdings, Inc. Change of Control Severance Plan, as in effect immediately prior to the Closing Date, shall be credited when such amounts would otherwise be payable. The Existing Elections and the amounts credited to such Accounts shall be subject to all of the terms and conditions of the Plan, including without limitation the provisions of the Plan applicable to the irrevocability of deferral and Payment Date elections, and the crediting of interest with respect to deferred amounts, subject to (a) and (b) below:

(a) The amounts subject to Existing Deferral Elections shall not be distributed prior to the expiration of the deferral period for each such amount as specified in the applicable Existing Election (without regard, for example, to the provisions of Article VI).

(b) Each JFB Participant shall be permitted to make one amendment to each of that Participant's Existing Elections (it being understood that, with respect to each JFB Participant, a separate Existing Election is in place for each deferral plan year and, with respect to 2004, two separate Existing Elections are in place for each JFB Participant who is a participant in the First Amended and Restated Brooke Holdings, Inc. Change of Control Severance Plan and who elected to defer any amount payable in connection with the Merger or any amount payable under such severance plan) to further defer the commencement of distribution of an amount covered by such Existing Election for a minimum of five years, subject to the limitations of the Plan, including without limitation Section 4.5, and subject to and in accordance with such reasonable time and other procedural requirements as the Committee may impose from time to time.

The Bank may amend the provisions of (a) and (b) to preserve the continued tax deferral of amounts covered by Existing Elections as a result of a change in the law.

Date:	October 23, 2007	UNION BANK OF CALIFORNIA
		By	/s/Paul E. Fearer
		Title	Director of Human Resources

QuickLinks

UNION BANK OF CALIFORNIA DEFERRED COMPENSATION PLAN (January 1, 2005 Restatement)
UNION BANK OF CALIFORNIA DEFERRED COMPENSATION PLAN
EX-10.5 3 a2182928zex-10_5.htm EXHIBIT 10.5
QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 10.5

UNION BANK OF
CALIFORNIA, N.A.

SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN FOR
POLICY MAKING OFFICERS

As Amended and Restated Effective
January 1, 2005

ESTABLISHMENT AND
PURPOSE

Effective January 1, 1999, Union Bank of California, National Association establishes the Union Bank Supplemental Executive Retirement Plan for Policy Making Officers to provide certain executives with retirement benefits in excess of those benefits provided under the Company's Retirement Plan.

Using an earnings definition based on base pay, and bonuses and incentive payments and based on service completed on or after January 1, 1997, but excluding other forms of compensation, the Plan supplements benefits under the Retirement Plan to the extent such benefits are reduced due to the limits of Sections 401(a)(17) and 415 of the Code. The Plan is intended to be an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees, as described in Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.

The Bank hereby amends and restates the Plan in its entirety effective January 1, 2005, to comply with the requirements of Section 409A of the Code, and in certain other respects.

ARTICLE 1

DEFINITIONS

Except as follows, all capitalized terms used in this Plan have the same meaning as in the Retirement Plan:

1.1 "Bank" means Union Bank of California, National Association, a national banking association organized under the laws of the United States, or any successor in interest. Prior to April 1, 1996 the Bank was known as Union Bank.

1.2 "Board" means the Board of Directors of the Bank.

1.3 "Company" means the Bank and any other corporation, trade or business which is authorized to participate in the Plan by the Board and which constitutes a controlled group or an affiliated service group of which the Bank is a member, or are under common control with the Bank, within the meaning of Code Section 414(b), (c), (m), or (0), but only for the period during which the relationship exists.

1.3A "Domestic Partner" means Domestic Partner, as defined in the Union Bank of California Retirement Plan.

1.4 "Participant" means an executive of the Company who participates in the Plan pursuant to Article 2.

1.5 "Plan" means this Union Bank of California N.A. Supplemental Executive Retirement Plan for Policy Making Officers.

1.6 "Plan Earnings" means, notwithstanding the Retirement Plan's definition of Earnings, for purposes of determining a Participant's accrued benefit under the Plan, a Participant's regular base salary or wages received for services rendered to the Company, including bonuses and incentive payments based on services completed on or after January 1, 1997, base salary deferred under the Company's Senior Management Deferred Compensation Plan, Separation Pay Plan payments, and amounts deferred pursuant to Code Section 125, 401(k), 402(e)(3), 402(h) or 403(b) which if paid, would have been Plan Earnings. Plan Earnings do not include commissions, overtime, premium payments, restricted stock awards, bargain element on stock options, special amounts or payments, or indemnities.

1.7 "Retirement Plan" means the Union Bank of California Retirement Plan.

ARTICLE 2

PARTICIPATION

The Participants in the Plan shall be those Company employees who are policy making officers and who are selected for Plan participation by the Bank. The Bank's chief executive officer shall recommend Company employees for consideration to the Executive Compensation and Benefits Committee of the Board (the "Committee"), and the Committee shall approve the employees who will be allowed to participate in the Plan.

ARTICLE 3

RETIREMENT AND DISABILITY BENEFITS

A Participant shall be entitled to a benefit under this Plan only if he or she is vested in and is eligible for: (1) a Normal Retirement Benefit under Section 3.1 of the Retirement Plan, (2) an Early Retirement Benefit under Sections 3.2 to 3.7 or 3.9A of the Retirement Plan, or (3) a Deferred Retirement Benefit under Section 3.10 of the Retirement Plan. No benefits shall be paid under this Plan with respect to a Participant who is not entitled to a benefit under the sections of the Retirement Plan referenced in the preceding sentence; in particular, no benefits shall be paid under this Plan with respect to a Participant who is only entitled to benefits under the Retirement Plan pursuant to Section 3.9 (Vested Terminated Participants) or Article V (Death Benefits), or Article VI (Disability Benefits), except as set forth in Sections 4.4 or 4.6 of this Plan.

ARTICLE 4

BENEFIT CALCULATION AND DISTRIBUTION

4.1 Normal Retirement. A Participant who is eligible for a Normal Retirement Benefit under the Retirement Plan shall receive a normal retirement benefit hereunder equal to the excess of (1) the Participant's Normal Retirement Benefit under the Retirement Plan, calculated using Plan Earnings as defined in Section 1.6 but without regard to the limits of Code Sections 401(a)(17) and 415, over (2) the Participant's Normal Retirement Benefit under the Retirement Plan. A normal retirement benefit hereunder shall be calculated as of the date that the Participant's employment terminates and shall commence as of the first day of the next calendar month, without regard to the date that benefits commence under the Retirement Plan. If the Participant is married or, effective May 1, 2006, has a Domestic Partner, when his or her employment terminates, then the normal retirement benefit hereunder shall be paid to the Participant in the form of a 50% joint and survivor annuity with the Participant's spouse or Domestic Partner as the joint annuitant. If the Participant is unmarried and, effective May 1, 2006, does not have a Domestic Partner when his or her employment terminates, then the normal retirement benefit hereunder shall be paid to the Participant in the form of a single life annuity.

4.2 Early Retirement. A Participant who is eligible for an Early Retirement Benefit under the Retirement Plan shall receive an early retirement benefit hereunder equal to the excess of (1) the Participant's Early Retirement Benefit under the Retirement Plan, calculated using Plan Earnings as defined in Section 1.6 but without regard to the limits of Code Sections 401(a)(17) and 415, over (2) the Participant's Early Retirement Benefit under the Retirement Plan. An early retirement benefit hereunder shall be calculated as of the date that the Participant's employment terminates and shall commence as of the first day of the next calendar month, even if the Participant elects a later Early Retirement Date under the Retirement Plan. If the Participant is married or, effective May 1, 2006, has a Domestic Partner, when his or her employment terminates, then the early retirement benefit hereunder shall be paid to the Participant in the form of a 50% joint and survivor annuity with the Participant's spouse or Domestic Partner designated as the joint annuitant. If the Participant is unmarried and, effective May 1, 2006, does not have a Domestic Partner when his or her employment terminates, then the early retirement benefit hereunder shall be paid to the Participant in the form of a single life annuity.

4.3 Deferred Retirement. A Participant who is eligible for a Deferred Retirement Benefit under the Retirement Plan shall receive a deferred retirement benefit hereunder equal to the excess of (1) the Participant's Deferred Retirement Benefit under the Retirement Plan, calculated using Plan Earnings as defined in Section 1.6 but without regard to the limits of Code Sections 401(a)(17) and 415, over (2) the Participant's Deferred Retirement Benefit under the Retirement Plan. A deferred retirement benefit hereunder shall be calculated as of the date that the Participant's employment terminates and shall commence as of the first day of the next calendar month, without regard to the date that benefits commence under the Retirement Plan. If the Participant is married or, effective May 1, 2006, has a Domestic Partner, when his or her employment terminates, then the deferred retirement benefit hereunder shall be paid to the Participant in the form of a 50% joint and survivor annuity with the Participant's spouse or Domestic Partner as the joint annuitant. If the Participant is unmarried and, effective May 1, 2006, does not have a Domestic Partner, when his or her employment terminates, then the deferred retirement benefit hereunder shall be paid to the Participant in the form of a single life annuity.

4.4 Disability Benefits. A Participant who becomes Disabled (as defined below) shall be entitled to a benefit under this Plan only under the following circumstances:

(a) If on or before becoming Disabled, the Participant had become vested in and eligible for: (1) a Normal Retirement Benefit under Section 3.1 of the Retirement Plan, (2) an Early Retirement Benefit under Sections 3.2 to 3.7 or 3.9A of the Retirement Plan, or (3) a Deferred Retirement Benefit under Section 3.10 of the Retirement Plan, the Participant shall receive a disability retirement benefit hereunder calculated in the same manner as if the Disability were a termination of employment.

(b) If on or before becoming Disabled, the Participant had become vested in and eligible for benefits under the Retirement Plan only pursuant to Section 3.9 (Vested Terminated Participants), the Participant shall receive a disability retirement benefit hereunder, calculated as of the date that the Participant becomes Disabled, equal to the excess of (1) the Participant's Vested Terminated Benefit under the Retirement Plan, calculated using Plan Earnings as defined in Section 1.6 but without regard to the limits of Code Sections 401(a)(17) and 415, over (2) the Participant's Vested Termination Benefit under the Retirement Plan; provided, however, that no disability retirement benefit shall be payable pursuant to this Section 4.4(b) unless the Participant continues to be Disabled through the date that the benefit is scheduled to commence pursuant to Section 4.4(c). If the Participant recovers from the Disability prior to the date the disability retirement benefit is scheduled to commence, no disability retirement benefit is payable under this Section 4.4(b). The disability retirement benefit will be reduced for early payment based upon the same reduction factors that would apply under the Retirement Plan for a vested termination benefit using the Participant's age at commencement of payment and service at the date of Disability.

(c) A disability retirement benefit hereunder shall commence as of the first date of the calendar month following the date the Participant becomes Disabled or, if later, the first date of the calendar month following the date the Participant attains age 55, without regard to the date that benefits commence under the Retirement Plan. A Participant will not continue to accrue benefits under this Plan while Disabled notwithstanding any continued accrual of benefits under the Retirement Plan.

(d) For purposes of this Plan, a Participant will be considered Disabled if determined to be disabled under the Company's long-term disability plan, provided that the Participant is determined to be unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

4.5 Small Benefits. If the Actuarial Equivalent lump sum value of any benefit payable hereunder is $10,000 or less ($5,000 or less for benefits payable before the date of adoption of this amendment and restatement), payment of the benefit shall be made in a single lump sum in cash on the date the benefit would otherwise commence, provided that, to the extent required under Section 409A of the Code, the payment results in the termination and liquidation of the entirety of the Participant's interest under the Plan and all other deferred compensation arrangements which, together with the Plan, are treated as a single plan under Section 409A of the Code.

4.6 Preretirement Death Benefit For Surviving Spouse Or Domestic Partner. Effective May 1, 2006, upon the death of a Participant who, on the date of such death, (1) is an employee of the Company, (2) has not received any benefits under this Plan, and (3) is eligible to retire from the Company and receive a Normal Retirement Benefit, an Early Retirement Benefit, or a Deferred Retirement Benefit from the Retirement Plan, his or her surviving spouse or surviving Domestic Partner, if any, shall be entitled to the monthly benefit that would have been payable to such spouse or Domestic Partner under this Article 4, if the Participant had:

(a) terminated employment on the date of death,

(b) commenced receiving a 50% joint and survivor annuity with the Participant's spouse or Domestic Partner designated as the joint annuitant, and

4.7 Election of Actuarially Equivalent Life Annuities. Effective upon the date of adoption of this amendment and restatement, in accordance with such procedures as the Committee may promulgate from time to time, a Participant may elect to change the form of payment of his or her benefit to a single life annuity, or to a 50%, 66²/3%, 75% or 100% joint and survivor annuity with the Participant's spouse or Domestic Partner as the joint annuitant, before any annuity payment has been made, provided that the annuities are actuarially equivalent applying reasonable actuarial assumptions, and that the change complies with the requirements of Section 409A of the Code.

4.8 Distributions to a Specified Employee. Notwithstanding any other provision of the Plan, payments otherwise required to be made or commence upon the termination of employment of a Participant who is a "specified employee" (within the meaning of Section 409A of the Code and applicable regulations thereunder, as determined by the Committee) at the time of such termination shall be delayed and paid, without interest, upon the earlier of (i) the first business day which is at least six months and one day following the date of such termination of employment, or (ii) the death of the Participant, to the extent that the Committee determines that such delayed payment is required in order to avoid a violation of Section 409A of the Code.

4.9 Delayed Payments. To the extent permitted under Section 409A of the Code, the Committee may, in its discretion, delay the payment of any benefit hereunder beyond the date otherwise provided under the Plan in the following circumstances:

(a) Violation of Applicable Laws. Payment of a benefit may be delayed in the event the Committee reasonably anticipates that the payment will violate federal securities laws or other applicable law. Payment of the amounts delayed under this Section 4.9(a) will be made at the earliest date at which the Committee reasonably anticipates that making the payment will not cause a violation of federal securities laws or other applicable law.

(b) Other. Payment may be delayed under such other circumstances permitted under applicable guidance under Section 409A of the Code.

4.10 Accelerated Payments. The acceleration of the time or schedule of any payment prior to the date or dates otherwise provided under the Plan is prohibited except as permitted under Section 409A of the Code. To the extent permitted under Section 409A of the Code, the Committee may, in its discretion, accelerate payment under the following circumstances:

(a) Divestiture. A Participant's benefit may be accelerated to the extent necessary to for any Federal officer or employee in the executive branch to comply with any ethics agreement with the Federal government, or to the extent reasonably necessary to avoid the violation of an applicable Federal, state, local or foreign ethics law or conflicts of interest law.

(b) Income Inclusion Under Code Section 409A. If the Plan fails to meet the requirements of Section 409A of the Code and applicable regulations thereunder, a payment may be made to the Participant in the amount required to be included in income as a result of the failure to comply with such requirements.

(c) Other. Payment may be accelerated under such other circumstances permitted under applicable guidance under Section 409A of the Code.

4.11 Separation From Service. Notwithstanding any provision of the Plan to the contrary, references to "termination of employment" shall mean a "separation from service" which qualifies as a permitted payment event for purposes of Section 409A of the Code.

ARTICLE 5

AMENDMENT AND TERMINATION

The Board reserves the right at any time to modify or amend by a duly adopted resolution of the Board or a duly delegated committee of the Board any or all of the provisions of the Plan (including a retroactive amendment required to comply with Code Section 409A). Notwithstanding the preceding sentence, no such modification or amendment will reduce the benefits earned by a Participant prior to the date of the amendment or modification, except that such benefits may be reduced because of an increase in benefits payable under the Retirement Plan. No distributions will be made prior to the date or dates otherwise provided under the Plan, unless earlier distribution is permitted under Code Section 409A.

ARTICLE 6

MISCELLANEOUS PROVISIONS

6.1 Plan Administration. The Bank shall be the plan administrator and the named fiduciary within the meaning of ERISA. In administering the Plan, the Bank shall act through the Employee Deferred Compensation and Benefit Plans Administrative Committee, which shall be delegated the full power, discretion and authority to interpret, construe and administer the Plan and any part thereof. The Committee's interpretation and construction of the Plan, and actions thereunder, shall be binding and conclusive on all persons for all purposes. All actuarial determinations shall be made by the actuary for the Retirement Plan, and the Committee shall be entitled to rely on the good faith determinations of such actuary. The Committee shall make appropriate arrangements for satisfaction of any federal or state payroll withholding tax required upon the accrual or payment of any Plan benefits.

6.2 Claims Procedures. Claims for benefits under this Plan shall be brought in accordance with the claims procedures set forth in Article X of the Retirement Plan, which is hereby incorporated herein by reference.

6.3 No Employment Contract. Nothing in this Plan shall be construed to limit in any way the rights of a Company to terminate an employee's employment at any time for any reason whatsoever; nor shall it be evidence of any agreement or understanding, express or implied, that a Company will employ an employee in any particular position or permit an employee to participate in any compensation or benefit programs.

6.4 Non-Alienation of Benefits. No benefit payable under this Plan may be assigned, pledged, mortgaged, or hypothecated, or shall be subject to legal process or attachment for the payment of claims of any creditor of a Participant or the surviving spouse of a Participant.

6.5 No Funding Obligation. This Plan shall not be construed to require the Bank to fund any of the benefits payable under this Plan nor to require the establishment of a trust. The Bank, in its sole discretion, may make such arrangements as it desires to provide for the payment of any benefits hereunder, and no person shall have any claim against a particular fund or asset owned by the Bank or in which it has an interest to secure the payment of a Company's obligations hereunder.

6.6 Entire Agreement. This Plan document contains the entire obligation of the Bank to provide benefits described herein. The Plan document may not be modified by any oral statement or agreement and may be modified only by a written amendment executed by a duly authorized officer of the Bank.

6.7 Governing Law. This Plan and all rights hereunder shall be governed by and construed in accordance with ERISA applicable to Top Hat plans, and laws of the State of California to the extent not preempted.

6.8 Section 409A. This Plan is intended to comply, in form and operation, with Section 409A of the Code, and its provisions shall be interpreted consistent therewith. Notwithstanding any provision of the Plan to the contrary, no distributions will be made under the Plan earlier or later than permitted under the requirements of Code Section 409A.

		Dated: October 23, 2007
		UNION BANK OF CALIFORNIA, N.A.
		By:	/s/ Paul E. Fearer
		As Its: Director of Human Resources

QuickLinks

EXHIBIT 10.5

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN FOR POLICY MAKING OFFICERS
ARTICLE 1 DEFINITIONS
ARTICLE 2 PARTICIPATION
ARTICLE 3 RETIREMENT AND DISABILITY BENEFITS
ARTICLE 4 BENEFIT CALCULATION AND DISTRIBUTION
ARTICLE 5 AMENDMENT AND TERMINATION
ARTICLE 6 MISCELLANEOUS PROVISIONS
EX-10.11 4 a2182928zex-10_11.htm EXHIBIT 10.11
QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 10.11

Amendment to
Amended and Restated 1997 UnionBanCal Corporation Performance Share Plan

A new Section 11A is hereby added to the Amended and Restated 1997 UnionBanCal Corporation Performance Share Plan (the "Plan"), effective January 1, 2005, which provides as follows:

"11A. Section 409A.

Notwithstanding any provision to the contrary in the Plan or a Performance Share Agreement, if a Participant becomes eligible to receive payment of all or a portion of an Earned Award prior to the end of the Performance Cycle, the following provisions shall apply:

(a): If the Participant becomes eligible to receive payment upon termination of employment (whether by reason of death, disability, retirement or otherwise), payment shall be made within one month following "separation from service" (as defined under Section 409A of the Code), if the Company determines that such payment is subject to Section 409A; provided, however, that if the Company also determines that the Participant is a "specified employee" (as defined under Section 409A of the Code) at the time of such separation from service, payment shall be delayed until six months and one day following separation from service if the Company determines that such delayed payment is required in order to avoid a prohibited distribution under Section 409A(a)(2) of the Code;
(b): If the Participant's payment is accelerated by reason of disability, without regard to termination of employment, the Participant must be considered "disabled" as defined in Section 409A(a)(2)(C), and payment shall be made within one month following such disability, if the Company determines that such payment is subject to Section 409A; and
(c): If the Participant has deferred the payment of all or a portion of an Earned Award in accordance with such procedures as the Company may prescribe consistent with the requirements of Section 409A of the Code, payment shall be subject to the provisions of such deferral arrangement.

The Plan is intended to comply with the provisions of Section 409A of the Code and shall be interpreted accordingly. If any provision or term of the Plan or any Performance Share Agreement would be prohibited by or inconsistent with the requirements of Section 409A of the Code, then such provision or term shall be deemed to be reformed to comply with Section 409A of the Code."

QuickLinks

EXHIBIT 10.11

Amendment to Amended and Restated 1997 UnionBanCal Corporation Performance Share Plan
EX-10.13 5 a2182928zex-10_13.htm EXHIBIT 10.13
QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 10.13

UNIONBANCAL CORPORATION
PERFORMANCE SHARE AGREEMENT

This Agreement is made as of January 1, 2008, (the "Award Date"), between UNIONBANCAL CORPORATION (the "Company" or "UNBC") and ("Participant").

WITNESSETH:

WHEREAS, the Company has adopted the 1997 UnionBanCal Corporation Performance Share Plan, as amended and restated (the "Plan") authorizing the grant of Target Awards of Performance Shares to eligible individuals in connection with the performance of services for the Company and its Subsidiaries (as defined in the Plan). The Plan, including the definition of terms, is incorporated in this Agreement by reference and made a part of it. In the event of any conflict among the provisions of the Plan document and this Agreement, the Plan document shall prevail; and

WHEREAS, the Company regards Participant as a valuable contributor to the Company, and has determined that it would be to the advantage and interest of the Company and its shareholders to grant to Participant the Target Award of Performance Shares provided for in this Agreement, subject to performance against certain criteria, as an inducement to remain in the service of the company and as an incentive for increased efforts during such service;

NOW, THEREFORE, in consideration of the foregoing premises, and the mutual covenants herein contained, the parties to this Agreement hereby agree as follows:

1.: Target Award. The Company hereby grants to Participant Performance Shares for the Performance Cycle extending from January 1, 2008 through December 31, 2010. Performance Shares are not actual shares of Company stock and, therefore, do not convey any shareholder rights.
2.: Earned Award. The number of Performance Shares actually earned will be based on the Company's percentile ranking relative to the Peer Banks for Return on Average Equity, subject to any adjustments that may be made under the provisions of this Agreement or of Section 8 of the Plan, for the years 2008, 2009, and 2010, according to the following table:

UNBC %ile Ranking vs. Peer Banks		Multiple of Target Award Earned
³ 75^th %ile		2X
50^th %ile		1X
25^th %ile		.25X
< 25^th %ile		0X

The number of Performance Shares actually earned may be increased up to 20% (except for Named Executive Officers), or decreased up to 20% at the discretion of the Committee, subject to a maximum Earned Award of two times the Target Award.

For UNBC percentile ranking between the 75^th and 25^th percentiles, other than at the 50^th percentile, the Committee may interpolate between levels in order to determine the appropriate multiple of the Target Award.

3.

Value and Payment of Earned Awards. The value payable to Participant for an Earned Award shall equal one share of Company common stock for each Performance Share actually earned. The shares of Company common stock shall be issued pursuant to the Company's Management Stock Plan within 2¹/2 months following the end of the Performance Cycle or credited to the Participant's account as deferred stock units if deferred in accordance with such procedures as the Company may prescribe. The Company shall, to the extent required by law, have the right to deduct from payments the amount of any federal, state or local taxes required by law to be withheld.

4.

Designation of Beneficiaries. On a form provided to the Company, Participant may designate a beneficiary or beneficiaries to receive, in the event of Participant's death, all or part of any amounts to be distributed to Participant under the Plan.

5.

Employee Rights. Participant may not assign or transfer his or her rights under the Plan except as expressly provided under the Plan. Participation in the Plan does not create a contract of employment, imply or confer any other employment rights, or confer any ownership, security or other rights to Company assets.

6.

Termination of Employment. Termination prior to the end of the Performance Cycle shall result in forfeiture of all opportunity to receive an Earned Award, except as provided below:

(a): If Participant's employment is terminated at any time after the first nine months of the Performance Cycle (i) under the provisions of the Company's Separation Pay Plan (pursuant to which Participant has executed a release agreement), or (ii) by reason of retirement (defined below), death, or disability (defined below), Participant (or Participant's beneficiary or estate in the event of death) will be eligible to receive an Earned Award equal to the sum of (1) the number of Performance Shares (as a multiple of the Target Award) earned for the years in the Performance Cycle that were completed prior to the termination of employment or disability, plus (2) 100% of the Target Award for each of the years in the Performance Cycle that were not completed prior to the termination of employment. For purposes of this Agreement, "retirement" means termination of employment with the Company and its Subsidiaries after attaining age sixty (60) with ten (10) years of service, or age sixty-two (62) with five (5) years of service, with the Company or any of its Subsidiaries. For purposes of this Agreement, "disability" means that the Participant has become entitled to long-term disability benefits under the Union Bank of California Long Term Disability Plan.
(b): Payment for an Earned Award under Section 6(a) shall be made under Section 3, in shares of common stock or deferred stock units credited to the Participant's account, if applicable, within one month following the employment termination date.
(c): If Participant is on a leave of absence from the Company or a Subsidiary because of disability, or for the purpose of serving the government of the country in which the principal place of employment of Participant is located, either in a military or civilian capacity, or for such other purpose or reason as the Committee may approve, Participant shall not be deemed during the period of such absence, by virtue of such absence alone, to have terminated employment with the Company or a Subsidiary except as the Committee may otherwise expressly provide.

7.: Mandatory Arbitration. Any dispute arising out of or relating to this Agreement, including its meaning or interpretation, shall be resolved solely by arbitration before an arbitrator selected in accordance with the rules of the American Arbitration Association. The location for the arbitration shall be in San Francisco, Los Angeles or San Diego as selected by the Company in good faith. Judgment on the award rendered may be entered in any court having jurisdiction. The party the arbitrator determines is the prevailing party shall be entitled to have the other party pay the expenses of the prevailing party, and in this regard the arbitrator shall have the power to award recovery to such prevailing party of all costs and fees (including attorney fees and a reasonable allocation for the costs of the Company's in-house counsel), administrative fees, arbitrator's fees and court costs, all as determined by the arbitrator. Absent such award of the arbitrator, each party shall pay an equal share of the arbitrator's fees. All statutes of limitation which would otherwise be applicable shall apply to any arbitration proceeding under this paragraph. The provisions of this paragraph are intended by the Participant and the Company to be exclusive for all purposes and applicable to any and all disputes arising out of or relating to this Agreement. The arbitrator who hears and decides any dispute shall have jurisdiction and authority only to award compensatory damages to make whole a person or entity sustaining foreseeable economic damages, and, shall not have jurisdiction and authority to make any other award of any type, including without limitation, punitive damages, unforeseeable economic damages, damages for pain, suffering or emotional distress, or any other kind or form of damages. The remedy, if any, awarded by the arbitrator shall be the sole and exclusive remedy for any dispute which is subject to arbitration under this paragraph.
8.: California Law. The Plan and this Agreement shall be construed and enforced according to the laws of the State of California to the extent not preempted by the federal laws of the United States of America.
9.: Section 409A. Participant acknowledges that Participant's receipt of certain benefits under this Agreement otherwise payable upon termination of employment may be subject to Section 409A of the Internal Revenue Code or similar laws regulating the payment of deferred compensation ("Section 409A"). If the Company determines that the Participant is a "specified employee" (as defined under Section 409A) at the time of termination of employment, payment shall be delayed until six months and one day following termination of employment if the Company determines that such delayed payment is required in order to avoid a prohibited distribution under Section 409A(a)(2) of the Code.
10.: Entire Agreement. The Plan and this Agreement constitute the entire agreement between the Company and Participant pertaining to the subject matter hereof, and supersedes all prior or contemporaneous written or verbal agreements and understandings between the parties in connection therewith.

IN WITNESS WHEREOF, the parties hereto have duly executed this Performance Share Agreement as of the date first above written. The Participant also hereby acknowledges receipt of a copy of the 1997 UnionBanCal Corporation Performance Share Plan, as amended and restated.

UnionBanCal Corporation
By	Paul Fearer, Executive Vice President
		Participant Signature

		Participant Printed Name

QuickLinks

EXHIBIT 10.13

UNIONBANCAL CORPORATION PERFORMANCE SHARE AGREEMENT
EX-10.15 6 a2182928zex-10_15.htm EXHIBIT 10.15
QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 10.15

YEAR 2000 UNIONBANCAL CORPORATION
MANAGEMENT STOCK PLAN

2008 PERFORMANCE SHARE PLAN
STOCK UNIT DEFERRAL ELECTIONS

TERMS AND CONDITIONS

The Executive Compensation and Benefits Committee (the "Committee") of the Board of Directors (the "Board") of UnionBanCal Corporation (the "Company"), pursuant to its authority under the Year 2000 UnionBanCal Corporation Management Stock Plan (the "Management Stock Plan"), has approved the following terms and conditions applicable to 2008 Performance Share Plan stock unit deferral elections (these "Terms and Conditions"). These Terms and Conditions shall apply to elections to defer the delivery of shares of common stock of the Company ("Stock") payable to Participants for Earned Awards under the Company's Performance Share Plan and the applicable Performance Share Agreement between the Company and the Participant made as of January 1, 2008. Capitalized terms used but not otherwise defined herein shall have the meanings attributed thereto in the applicable Performance Share Agreement, the provisions of which are incorporated herein by reference.

1.

Deferral Elections. A Participant in the Company's Performance Share Plan who has received a grant of Performance Shares for the Performance Cycle extending from January 1, 2008 through December 31, 2010, may irrevocably elect to defer delivery of all or a portion of the shares of Stock payable for his or her Earned Award by making an election on or before December 31, 2007 in accordance with procedures established by the Committee. All elections shall be in writing in the form of the Stock Unit Deferral Election attached hereto or such other form as provided by the Committee (the "Deferral Election"). To be effective, the Deferral Election must be received by the Company's Human Resources Department on or before December 31, 2007, and must be signed and dated by the Participant and the Company's Director of Human Resources or his or her designee. The Deferral Election shall specify the percentage of Earned Award subject to deferral in 5% increments up to a maximum of 100%, and shall specify the time and method of distribution of deferred amounts pursuant to Section 6 below. The Deferral Election shall incorporate these Terms and Conditions by reference.

2.

Stock Units; Stock Unit Accounts.

(a): Stock Units. If a Participant elects to defer a portion of his or her Earned Award, the Company shall, as of the date on which such Earned Award otherwise would have been paid, credit to a memorandum account in the name of the Participant (the "Stock Unit Account") a number of Stock Units equal to the number of shares of Stock otherwise payable to the Participant for the Earned Award under the Management Stock Plan. Each Stock Unit shall represent the right to receive a share of Stock subject to the terms and conditions set forth in these Terms and Conditions.
(b): Statements. The Company shall submit to each Participant, within one hundred twenty (120) days after the close of each calendar year, a statement in such form as the Committee or its delegate deems desirable setting forth the balance of each Participant's Stock Unit Account.

3.

Vesting of Stock Units. Stock Units credited to a Participant's Stock Unit Account with respect to deferred Earned Awards shall be fully vested at all times. Stock Units representing dividend equivalents credited pursuant to Section 5 below shall also be fully vested at all times.

4.

Limitations on Rights Associated with Stock Units. The Stock Units credited to a Participant's Stock Unit Account shall be used solely as a device for the determination of the number of shares

of Stock to be distributed eventually to the Participant pursuant to the Performance Share Agreement and the Management Stock Plan. The Stock Units shall not be treated as property or as a trust fund of any kind. No Participant shall be entitled to any voting or other stockholder rights with respect to Stock Units granted or credited under the Plan. The number of Stock Units credited (and the Stock to which the Participant is entitled upon distribution under the Management Stock Plan) shall be subject to adjustment in accordance with Section 7 hereof and Section 3(b) of the Management Stock Plan. The Deferral Election and these Terms and Conditions shall create only a contractual obligation on the part of the Company as to such amounts and shall not be construed as creating a trust. The Management Stock Plan, in and of itself, has no assets. A Participant shall have only the rights of a general unsecured creditor of the Company with respect to amounts credited and rights no greater than the right to receive the Stock as a general unsecured creditor.

5.

Dividend Equivalent Credits to Stock Unit Accounts. As of each date on which dividends are paid with respect to the Stock, a Participant's Stock Unit Account shall be credited with additional Stock Units in an amount equal to (i) the amount of the dividends paid on that number of shares of Stock equal to the aggregate number of Stock Units allocated to the Participant's Stock Unit Account as of that date divided by (ii) the Fair Market Value (as defined in the Management Stock Plan) of a share of Stock as of such date.

6.

Time and Method of Distribution of Stock.

(a)

Time of Distribution. The Deferral Election shall specify the date as of which the distribution shall be made or commence (the "Payment Date"), which shall be either:

(1): Participant's termination of employment for any reason with the Company and its Subsidiaries, or
(2): A date certain subsequent to 2010.

A Participant may not change the election of a Payment Date unless otherwise permitted by the Committee in accordance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), pursuant to Section 6(c) below.

(b)

Method of Distribution. The Deferral Election shall specify the method in which the distribution of Stock shall be made, as elected by the Participant, which shall be either:

(1): in a single distribution on the Payment Date or as soon as the Company determines is administratively feasible (but not more than 90 days) thereafter,
(2): in four substantially equal annual installments, commencing on the Payment Date or as soon as the Company determines is administratively feasible (but not more than 90 days) thereafter, or
(3): in ten substantially equal annual installments, commencing on the Payment Date or as soon as the Company determines is administratively feasible (but not more than 90 days) thereafter.

A Participant may not change the method of any distribution election unless otherwise permitted by the Committee in accordance with the requirements of Section 409A of the Code, pursuant to Section 6(c) below.

(c)

Subsequent Elections. In accordance with such procedures as it may promulgate from time to time, the Committee may permit a Participant to elect to delay the Payment Date or change the method of distribution subject to the following requirements:

(1): The new election may not take effect until at least twelve (12) months after the date on which the new election is made;
(2): If the payment is not on account of death or disability within the meaning of Section 22(e)(3) of the Code, the new election must provide for the deferral of the payment for a period of not less than five (5) years from the date such payment would otherwise have been made (or in the case of installment payments, five (5) years from the date the first amount was scheduled to be paid); and
(3): If the new election relates to a payment otherwise due at a specified time or pursuant to a fixed schedule, the new election must be made at least twelve (12) months prior to the date the payment was scheduled to be paid (or in the case of installment payments, twelve (12) months prior to the date the first amount was scheduled to be paid).

(d)

Effect of Death, Disability or Change in Control. Notwithstanding Sections 6(a) or (b) hereof, if the Participant dies or becomes disabled within the meaning of Section 22(e)(3) of the Code, or if the Company is subject to a Change in Control (as defined below), the Stock Units then credited to Participant's Stock Unit Account shall be settled by means of a distribution of shares of Stock in a lump sum as soon as the Company determines is administratively practicable (but not more than 90 days) thereafter. Notwithstanding the foregoing, the settlement of Participant's Stock Unit Account shall not be accelerated upon a Change in Control unless the Change in Control satisfies the applicable requirements for a distribution in compliance with Section 409A(a)(2) of the Code.

(e)

Change in Control. For purposes of these Terms and Conditions, a "Change in Control" of the Company shall be deemed to have occurred upon the happening of any of the following events: consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets or stock of the Company or the acquisition of the assets or stock of another entity ("Business Combination"); excluding, however, such a Business Combination pursuant to which (a) a Permitted Holder will beneficially own, directly or indirectly, 30% or more of, respectively, the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors (together, the "Company Stock"), as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries), and (b) no individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended, has a greater beneficial interest, directly or indirectly, in the Company Stock than a Permitted Holder. For purposes of this definition, "Permitted Holder" shall mean (i) The Bank of Tokyo-Mitsubishi UFJ, Ltd. or any successor thereto ("BTMU"), (ii) an employee benefit plan of BTMU or (iii) a corporation controlled by BTMU.

(f)

Form of Distribution. Stock Units may be settled only in whole shares of Stock. Fractional shares shall be settled in cash.

(g)

Section 409A. These Terms and Conditions and the Deferral Election are intended to comply with the requirements of Section 409A of the Code and shall be interpreted in accordance therewith. No distribution otherwise required to be made to a Participant under the Deferral Election and these Terms and Conditions in connection with the Participant's

termination of employment shall be made before the earlier of (i) the expiration of the six (6)-month period measured from the date of the Participant's "separation from service" (as such term is defined in Treasury Regulations issued under Section 409A of the Code) or (ii) the date of the Participant's death, if the Company in good faith determines that the Participant is a "specified employee" within the meaning of that term under Code Section 409A and that such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A(a)(2). Any payment delayed pursuant to this Section 6(g) shall be made in full upon the expiration of the applicable Code Section 409A(a)(2) deferral period or such later date as would otherwise have been required under the Deferral Election and these Terms and Conditions. In addition, the provisions of the Deferral Election and these Terms and Conditions which require a payment subject to Section 409A upon a termination of employment shall be interpreted to require that the Participant have a "separation from service" (as such term is defined in Treasury Regulations issued under Code Section 409A).

The acceleration of the time or schedule of any payment prior to the date or dates otherwise provided herein is prohibited except as permitted under Section 409A of the Code. To the extent permitted under Section 409A of the Code, the Committee may, in its discretion, accelerate payment under the following circumstances:

(1): Divestiture. Payment may be accelerated to the extent necessary for any Federal officer or employee in the executive branch to comply with any ethics agreement with the Federal government, or to the extent reasonably necessary to avoid the violation of an applicable Federal, state, local or foreign ethics law or conflicts of interest law.
(2): Income Inclusion Under Code Section 409A. If the deferral fails to meet the requirements of Section 409A of the Code and applicable regulations thereunder, a payment may be made to the Participant in the amount required to be included in income as a result of the failure to comply with such requirements.
(3): Other. Payment may be accelerated under such other circumstances permitted under applicable guidance under Section 409A of the Code.

To the extent permitted under Section 409A of the Code, the Committee may, in its discretion, delay payment beyond the date otherwise provided herein in the event the Committee reasonably anticipates that the payment will violate federal securities laws or other applicable law, until the earliest date at which the Committee reasonably anticipates that making the payment will not cause a violation of federal securities laws or other applicable law, and under such other circumstances permitted under applicable guidance under Section 409A of the Code.

7.: Adjustments in Case of Corporate Transactions. If there should be any change in the Company's Stock through merger, consolidation, reorganization, recapitalization, reincorporation, stock split, stock dividend (in excess of 2 percent) or other change in the corporate structure of the Company, the Board of Directors and the Committee shall make appropriate adjustments in order to preserve but not to duplicate or otherwise increase the benefit to the Participants (taking into account any dividend equivalents credited pursuant to Section 5), including adjustments in the number of Stock Units credited to Participant's Stock Unit Account. Any adjustment made pursuant to this Section 7 as a consequence of a change in the corporate structure of the Company shall not entitle a Participant to receive a number of shares of Stock of the Company or shares of stock of any successor company greater than the number of shares the Participant would receive if, prior to such change, the Participant had actually held a number of shares of Stock equal to the number of Stock Units then credited to his or her Stock Unit Account.

8.

Company's Right to Withhold. No stock certificates will be issued to the Participant unless the Participant has made arrangements acceptable to the Company to pay any withholding taxes that may be due in connection with the Stock Units, whether at the time of deferral, settlement or otherwise. By signing the Deferral Election, the Participant authorizes the Company, or the Subsidiary that employs the Participant, to satisfy all withholding obligations of the Company or the Subsidiary from the Participant's wages or other cash compensation payable to the Participant by the Company or the Subsidiary. The Company may also satisfy any tax withholding obligation arising upon distribution of a Participant's Stock Unit Account by reducing the number of shares of Stock otherwise deliverable to the Participant. The appropriate number of shares required to satisfy any such tax withholding obligation will be based on the Fair Market Value (as defined in the Management Stock Plan) of a share of Stock on the business day prior to the date of distribution.

9.

Employee Rights. The Deferral Election and these Terms and Conditions do not create a contract of employment and do not imply or confer any other employment rights.

10.

Beneficiaries.

(a): Beneficiary Designation. Upon forms provided by and subject to conditions imposed by the Committee, a Participant may designate in writing the Beneficiary or Beneficiaries (as defined below) whom such Participant desires to receive any amounts payable under the Deferral Election after his or her death. A Beneficiary designation must be signed and dated by the Participant and delivered to the Committee to become effective. The Company and the Committee may rely on the Participant's designation of a Beneficiary or Beneficiaries last filed in accordance with the Committee's procedures.
(b): Definition of Beneficiary. A Participant's "Beneficiary" or "Beneficiaries" shall be the person(s) designated in writing by the Participant to receive his or her benefits under the Deferral Election if the Participant dies before receiving all of his or her benefits. In the absence of a valid or effective Beneficiary designation, the Participant's surviving spouse shall be the Beneficiary or if there is none, the Beneficiary shall be the Participant's estate.

11.

Mandatory Arbitration. Claims for benefits under the Deferral Election or these Terms and Conditions shall first be brought in accordance with the claims procedures set forth in Article X of the Union Bank of California Retirement Plan, which is incorporated herein by reference. After exhaustion of such claims procedures, any dispute arising out of or relating to the Deferral Election or these Terms and Conditions, including their meaning or interpretation, shall be resolved solely by arbitration before an arbitrator selected in accordance with the rules of the American Arbitration Association. The location for the arbitration shall be in San Francisco, Los Angeles or San Diego as selected by the Company in good faith. Judgment on the award rendered may be entered in any court having jurisdiction. The party the arbitrator determines is the prevailing party shall be entitled to have the other party pay the expenses of the prevailing party, and in this regard the arbitrator shall have the power to award recovery to such prevailing party of all costs and fees (including attorneys fees and a reasonable allocation for the costs of the Company's in-house counsel), administrative fees, arbitrator's fees and court costs, all as determined by the arbitrator. Absent such award of the arbitrator, each party shall pay an equal share of the arbitrator's fees. All statutes of limitation which would otherwise be applicable shall apply to any arbitration proceeding under this Section 11. The provisions of this Section 11 are intended by Participant and the Company to be exclusive for all purposes and applicable to any and all disputes arising out of or relating to the Terms and Conditions and the Deferral Election. The arbitrator who hears and decides any dispute shall have jurisdiction and authority only to award compensatory damages to make whole a person or entity sustaining foreseeable economic damages, and shall not have jurisdiction and authority to make any other award of any type,

including without limitation, punitive damages, unforeseeable economic damages, damages for pain, suffering or emotional distress, or any other kind or form of damages. The remedy, if any, awarded by the arbitrator shall be the sole and exclusive remedy for any dispute which is subject to arbitration under this Section 11.

12.

Other Provisions.

(a): Administration. The Committee shall have the sole authority, in its discretion, to adopt, amend and rescind such rules and regulations as it deems advisable in the administration of the Deferral Elections, to construe and interpret these Terms and Conditions, the rules and regulations, and the Deferral Election, and to make all other determinations and interpretations with respect to the Deferral Elections. All decisions, determinations and interpretations of the Committee shall be final, binding and conclusive on all persons. The Committee may delegate its responsibilities as it sees fit.
(b): Notices. Any notices to be given under these Terms and Conditions or a Deferral Election shall be in writing and addressed to the Company at its principal executive office, to the attention of the head of Company's Human Resources Corporate Benefits Department and to the Participant at the address given beneath the Participant's signature on the Deferral Election or to his or her last address of record in the records of the Company.
(c): Amendments. The Committee shall have the right to amend these Terms and Conditions in whole or in part from time to time; provided, however, that no such amendment shall adversely affect the amount of outstanding Stock Units credited to a Participant's Stock Unit Account prior to the effective date of such amendment without the Participant's written consent.
(d): Governing Law; Attorneys' Fees; Severability. The validity of the Management Stock Plan, these Terms and Conditions, the Deferral Election and any provisions thereof, shall be construed, administered, and governed in all respects under and by the laws of the State of California to the extent not preempted by the federal laws of the United States of America. In the event of any arbitration proceedings, actions at law or suits in equity in relation to the Management Stock Plan, these Terms and Conditions or the Deferral Election, the prevailing party in such proceeding, action or suit shall receive from the losing party its attorneys' fees and all other costs and expenses of such proceeding, action or suit. If any provisions of the Management Stock Plan, these Terms and Conditions or the Deferral Election shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions thereof shall continue to be fully effective.
(e): Compliance with Laws. The Management Stock Plan, these Terms and Conditions, the Deferral Election and the offer, issuance, and delivery of shares of Stock through the deferral of compensation under the Management Stock Plan and these Terms and Conditions are subject to compliance with all applicable federal and state laws, rules, and regulations (including but not limited to state and federal securities law) and to such approvals by any listing, agency, or regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. Any securities delivered under the Management Stock Plan and these Terms and Conditions shall be subject to such restrictions, and the person acquiring such securities shall, if requested by the Company, provide such assurances and representations to the Company as the Company may deem necessary or desirable to assure compliance with all applicable securities laws and other legal requirements.
(f): Restrictions on Transfer. Neither the Stock Units, nor any interest therein, nor amount payable or Stock deliverable in respect thereof, may be sold, assigned, transferred, pledged, or

otherwise disposed of, alienated, or encumbered, either voluntarily or involuntarily, other than by will or the laws of descent and distribution, and in the event thereof, the Committee at its election may terminate the Stock Units. Stock issued upon settlement of a Stock Unit Account shall be subject to such restrictions on transfer as may be necessary or advisable, in the opinion of legal counsel to the Company, to assure compliance with applicable securities laws.

(g): Successors. These Terms and Conditions shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns. Where the context permits, "Participant" as used in these Terms and Conditions shall include Participant's executor, administrator, trustee or other legal representative or the person or persons to whom Participant's rights pass by will or the applicable laws of descent and distribution. Nothing contained in the Management Stock Plan, these Terms and Conditions or the Deferral Election shall be interpreted as imposing any liability on the Company or the Committee in favor of any Participant or transferee of Stock Units with respect to any loss, cost or expense which such Participant or transferee may incur in connection with, or arising out of any transaction involving any Stock Units granted hereunder.
(h): Integration. By signing the Deferral Election, the Participant agrees that the terms of the Management Stock Plan, these Terms and Conditions and the Deferral Election are intended by the Company and Participant to be the final expression of their contract with respect to the Stock Units and other amounts received hereunder and may not be contradicted by evidence of any prior or contemporaneous agreement, and shall constitute the complete and exclusive statement of their terms, and that no extrinsic evidence whatsoever may be introduced in any arbitration, judicial, administrative or other legal proceeding involving the Management Stock Plan, these Terms and Conditions and the Deferral Election Plan. Accordingly, the Management Stock Plan, these Terms and Conditions and the Deferral Election contain the entire understanding between the parties and supersede all prior oral, written and implied agreements, understandings, commitments and practices among the parties. In the event of any conflict among the provisions of the Management Stock Plan, these Terms and Conditions and the Deferral Election, the Management Stock Plan shall prevail.
(i): Waivers. Any failure to enforce any provisions of the Management Stock Plan, these Terms and Conditions or the Deferral Election by the Company or the Participant shall not be deemed a waiver of that provision, nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times.

YEAR 2000 UNIONBANCAL CORPORATION
MANAGEMENT STOCK PLAN

2008 PERFORMANCE SHARE PLAN
STOCK UNIT DEFERRAL ELECTION

Election to Defer Performance Share Payment

I hereby elect to defer receipt of % (in 5% increments from 5% to 100%) of any Earned Awards to which I may become entitled under my Performance Share Agreement with UnionBanCal Corporation (the "Company") made as of January 1, 2008, pursuant to the attached Terms and Conditions, which (including the definition of terms) are incorporated herein by reference. I understand that this election is irrevocable.

Payment Date

I elect to have all amounts credited to my Stock Unit Account paid upon (or commencing upon) the following Payment Date:

o termination of my employment with the Company and its Subsidiaries, or

o (must be a date certain following 2010).

I understand that this election is irrevocable, but that the Terms and Conditions provide for accelerated or delayed payment and subsequent deferral elections in certain circumstances.

Method of Payment

I elect to have all amounts credited to my Stock Unit Account paid as follows:

o in a single distribution on the Payment Date, or as soon as the Company determines is administratively feasible (but not more than 90 days) thereafter,

o in four substantially equal annual installments commencing on the Payment Date, or as soon as the Company determines is administratively feasible (but not more than 90 days) thereafter, or

o in ten substantially equal annual installments commencing on the Payment Date, or as soon as the Company determines is administratively feasible (but not more than 90 days) thereafter.

I understand that this election is irrevocable, but that the Terms and Conditions provide for an automatic single installment and subsequent deferral elections in certain circumstances.

YEAR 2000 UNIONBANCAL CORPORATION
MANAGEMENT STOCK PLAN

2008 PERFORMANCE SHARE PLAN
STOCK UNIT DEFERRAL ELECTION

I understand that there is no guarantee of income tax deferral under this Deferral Election. I also understand that it is my responsibility to seek appropriate tax advice as to the income tax consequences of my participation in the Management Stock Plan and this Deferral Election, including the effect of Section 409A of the Internal Revenue Code, and to make arrangements to pay Social Security, Medicare and SDI taxes that may be due at time of deferral.

Executed on			, 2007, at

Participant's Signature
Participant's Printed Name
o I do not elect to defer.
UNIONBANCAL CORPORATION
By:

Name:
Title:

QuickLinks

EXHIBIT 10.15

YEAR 2000 UNIONBANCAL CORPORATION MANAGEMENT STOCK PLAN 2008 PERFORMANCE SHARE PLAN STOCK UNIT DEFERRAL ELECTIONS TERMS AND CONDITIONS
YEAR 2000 UNIONBANCAL CORPORATION MANAGEMENT STOCK PLAN 2008 PERFORMANCE SHARE PLAN STOCK UNIT DEFERRAL ELECTION
YEAR 2000 UNIONBANCAL CORPORATION MANAGEMENT STOCK PLAN 2008 PERFORMANCE SHARE PLAN STOCK UNIT DEFERRAL ELECTION
EX-10.28 7 a2182928zex-10_28.htm EXHIBIT 10.28
QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 10.28

UNIONBANCAL CORPORATION MANAGEMENT STOCK PLAN
TERMS AND CONDITIONS APPLICABLE TO
NON-EMPLOYEE DIRECTOR STOCK UNIT AWARDS

The Executive Compensation and Benefits Committee (the "Committee") of the Board of Directors (the "Board") of UnionBanCal Corporation (the "Company"), pursuant to its authority under the Year 2000 UnionBanCal Corporation Management Stock Plan (the "Plan"), has approved the following Terms and Conditions Applicable to Non-Employee Director Stock Unit Awards (these "Terms and Conditions"), which shall apply to the award of Stock Units to Non-Employee Directors in lieu of certain fees pursuant to deferral elections under the Plan. Capitalized terms used but not otherwise defined herein shall have the meanings attributed thereto in the Plan, the provisions of which are incorporated herein by reference.

1. Eligibility. All Non-Employee Directors are eligible to elect irrevocably to defer all or a portion of their Retainer Fees or Meeting Fees (as defined below), or both, and instead receive Stock Units pursuant to these Terms and Conditions and the Plan. An eligible Director who executes a Non-Employee Director Stock Unit Award Agreement or who has previously deferred fees under the Plan and who continues to have an account balance greater than zero will be considered a "Participant" for purposes of these Terms and Conditions and the Plan.

2. Deferral Election.

(a) Elections. A Non-Employee Director may irrevocably elect to defer a portion of his or her annual retainer for services to be rendered on the Board of Directors of the Company and its Subsidiaries, including additional fees paid to committee chairpersons (together, "Retainer Fees"), during the following calendar year in Stock Units by making an election on or before the December 31 preceding such calendar year, in accordance with procedures established by the Committee. A Non-Employee Director may also irrevocably elect to defer a portion of his or her fees for attendance at meetings of the Board of Directors of the Company and its Subsidiaries, and committees thereof (together, "Meeting Fees") during the following calendar year in Stock Units by making an election on or before the December 31 preceding such calendar year, in accordance with procedures established by the Committee. The Committee may permit any Non-Employee Director who first becomes eligible to participate in the Plan on or after the first day of any calendar year to make a Stock Unit deferral election within thirty (30) days following his or her eligibility with respect to Retainer and/or Meeting Fees to be earned for services performed after the date of the election. Under no circumstances may a Non-Employee Director elect to defer fees that have already been earned.

(b) Non-Employee Director Stock Unit Award Agreement. All elections shall be in writing in the form of the Non-Employee Director Stock Unit Award Agreement attached hereto or such other form as provided by the Committee (the "Stock Unit Agreement"). To be effective, the Stock Unit Agreement must be received by the Company's Human Resources Department on or before the deadline specified in Section 2(a) above, and must be signed and dated by the Participant and the Company's Director of Human Resources or his or her designee. The Stock Unit Agreement shall specify the percentage of Retainer Fees and/or Meeting Fees subject to deferral in 5% increments up to a maximum of 100%, and shall specify the time and method of distribution of deferred amounts pursuant to Section 7 below. The Stock Unit Agreement shall incorporate these Terms and Conditions by reference.

3. Stock Units; Stock Unit Accounts.

(a) Crediting to Stock Unit Accounts. If a Participant elects to defer a portion of his or her Retainer or Meeting Fees, the Company shall, as of the last day of the month in which such fees otherwise would have been paid, credit to an account in the name of the Participant (the "Stock Unit Account") a number of Stock Units determined by dividing the applicable deferred portion of the Participant's fees by the Fair Market Value of a share of Common Stock on such date. If the

Participant has entered into more than one Stock Unit Agreement and they specify different times or methods of distribution pursuant to Section 7(b), the Company shall establish, within such Participant's Stock Unit Account, such subaccounts as are necessary or convenient (the "Distribution Subaccounts") to account separately for deferrals, including dividend equivalents credited pursuant to Section 6 below, which are subject to different distribution elections.

(b) Statements. The Company shall submit to each Participant, within one hundred twenty (120) days after the close of each calendar year, a statement in such form as the Committee or its delegate deems desirable setting forth the balance of each Participant's Stock Unit Account.

4. Vesting of Stock Units. Stock Units credited to a Participant's Stock Unit Account with respect to deferred Retainer Fees and/or Meeting Fees shall be fully vested at all times. Units representing dividend equivalents credited pursuant to Section 6 below shall also be fully vested at all times.

5. Limitations on Rights Associated with Stock Units. A Participant's Stock Unit Account shall be a memorandum account on the books of the Company. The Stock Units credited to a Participant's Stock Unit Account shall be used solely as a device for the determination of the number of shares of Common Stock to be distributed eventually to the Participant under the Plan pursuant to Section 7. The Stock Units shall not be treated as property or as a trust fund of any kind. No Participant shall be entitled to any voting or other stockholder rights with respect to Stock Units granted or credited under the Plan. The number of Stock Units credited (and the Common Stock to which the Participant is entitled upon distribution under the Plan) shall be subject to adjustment in accordance with Section 8 hereof and Section 3(b) of the Plan. The Stock Unit Agreement and these Terms and Conditions shall create only a contractual obligation on the part of the Company as to such amounts and shall not be construed as creating a trust. The Plan, in and of itself, has no assets. A Participant shall have only the rights of a general unsecured creditor of the Company with respect to amounts credited and rights no greater than the right to receive the Common Stock (or equivalent value) as a general unsecured creditor.

6. Dividend Equivalent Credits to Stock Unit Account. As of each date on which dividends are paid with respect to the Common Stock, a Participant's Stock Unit Account shall be credited with additional Stock Units in an amount equal to (i) the amount of the dividends paid on that number of shares of Common Stock equal to the aggregate number of Stock Units allocated to the Participant's Stock Unit Account as of that date divided by (ii) the Fair Market Value of a share of Common Stock as of such date.

7. Distribution of Stock.

(a) Time and Method of Distribution. A Participant shall be entitled to receive a distribution of whole shares of Common Stock equal to the number of Stock Units allocated to his or her Stock Unit Account, including dividend equivalents credited pursuant to Section 6, in accordance with the Participant's election made pursuant to the Participant's Stock Unit Agreement. Any fractional share of Common Stock shall be distributed in cash.

(b) Time of Distribution. Each Participant shall elect on the Stock Unit Agreement the date as of which the distribution shall be made or commence (the "Payment Date"), which shall be either:

(i) the Participant's termination of service for any reason as a member of the Board of Directors of the Company and its Subsidiaries, or

(ii) January 31 of any year subsequent to the year in which the Retainer and/or Meeting Fees would have been paid absent the deferral election, provided that the deferral period must be at least 36 months.

A Participant may not change the election of a Payment Date with respect to any Retainer and/or Meeting Fees deferred under Section 2(a). Unless otherwise permitted by the Committee in accordance with the requirements of Section 409A of the Code, such election shall be irrevocable.

(c) Method of Distribution. Each Stock Unit Agreement shall specify the method in which the distribution shall be made, as elected by the Participant, which shall be either:

(i) in a single lump sum on the Payment Date or as soon as the Company determines is administratively feasible (but not more than 90 days) thereafter,

(ii) in four substantially equal annual installments, commencing on the Payment Date or as soon as the Company determines is administratively feasible (but not more than 90 days) thereafter, or

(iii) in ten substantially equal annual installments, commencing on the Payment Date or as soon as the Company determines is administratively feasible (but not more than 90 days) thereafter.

A Participant may not change the method of any distribution election with respect to any Retainer Fees and/or Meeting Fees deferred under Section 2(a). Unless otherwise permitted by the Committee in accordance with the requirements of Section 409A of the Code, such election shall be irrevocable.

(d) Effect of Death, Disability or Change in Control. Notwithstanding Sections 7(a), (b) or (c) hereof, if a Participant dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code), or if a Change in Control (as defined below) occurs, the Participant's Stock Unit Account to the extent then credited shall be distributed as soon as the Company determines is administratively practicable (but not more than 90 days) thereafter, in a lump sum. Notwithstanding the foregoing, the distribution of a Participant's Stock Unit Account shall not be accelerated upon a Change in Control unless the Change in Control satisfies the applicable requirements for a distribution in compliance with Section 409A(a)(2) of the Code.

(e) Change in Control. For purposes of these Terms and Conditions, a "Change in Control" of the Company shall be deemed to have occurred upon the happening of any of the following events: consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets or stock of the Company or the acquisition of the assets or stock of another entity ("Business Combination"); excluding, however, such a Business Combination pursuant to which a Permitted Holder (a) will beneficially own, directly or indirectly, 30% of, respectively, the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors (together, the "Company Stock"), as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries), and (b) no individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended, has a greater beneficial interest, directly or indirectly, in the Company Stock than a Permitted Holder. For purposes of this definition, "Permitted Holder" shall mean (i) The Bank of Tokyo-Mitsubishi UFJ, Ltd. or any successor thereto ("BTMU"), (ii) an employee benefit plan of BTMU or (iii) a corporation controlled by BTMU.

(f) Form of Distribution. Stock Units credited to a Participant's Stock Unit Account shall be distributed in an equivalent whole number of shares of the Company's Common Stock. Fractions of shares shall be paid in cash in connection with any distribution.

(g) Section 409A. These Terms and Conditions and the Stock Unit Agreements are intended to comply with the requirements of Section 409A of the Code and shall be interpreted in accordance therewith.

8. Adjustments in Case of Corporate Transactions. If there should be any change in the Company's Common Stock through merger, consolidation, reorganization, recapitalization, reincorporation, stock split, stock dividend (in excess of 2 percent) or other change in the corporate structure of the Company, the Board and the Committee shall make appropriate adjustments in order to preserve but not to duplicate or otherwise increase the benefit to the Participant (taking into account any dividend equivalents credited pursuant to Section 6), including adjustments in the number of Stock Units credited to a Participant's Stock Unit Account. Any adjustment made pursuant to this Section 8 as a consequence of a change in the corporate structure of the Company shall not entitle the Participant to receive a number of shares of Common Stock of the Company or shares of stock of any successor company greater than the number of shares the Participant would receive if, prior to such change, the Participant had actually held a number of shares of Common Stock equal to the number of Stock Units then credited to his or her Stock Unit Account.

9. Company's Right to Withhold. The Company shall satisfy any income tax withholding obligation arising upon distribution of a Participant's Stock Unit Account by reducing the number of shares of Common Stock otherwise deliverable to the Participant. The appropriate number of shares required to satisfy any such tax withholding obligation in the case of Stock Units will be based on the Fair Market Value of a share of Common Stock on the business day prior to the date of distribution. If the Company, for any reason, cannot satisfy the withholding obligation in accordance with the preceding sentence, the Participant shall pay or provide for payment in cash of the amount of any taxes which the Company may be required to withhold with respect to the benefits hereunder.

10. Limitation on Eligible Directors. Participation in the Plan shall not give any person the right to continue to serve as a member of the Board or any rights or interests other than as herein provided.

11. Beneficiaries.

(a) Beneficiary Designation. Upon forms provided by and subject to conditions imposed by the Committee, each Participant may designate in writing the Beneficiary or Beneficiaries (as defined in Section 11(b)) whom such Participant desires to receive any amounts payable under the Plan after his or her death. A Beneficiary designation must be signed and dated by the Participant and delivered to the Committee to become effective. The Company and the Committee may rely on the Participant's designation of a Beneficiary or Beneficiaries last filed in accordance with these Terms and Conditions and the Plan.

(b) Definition of Beneficiary. A Participant's "Beneficiary" or "Beneficiaries" shall be the person(s) (including the trust(s)) designated in writing by the Participant to receive his or her benefits under the Plan if the Participant dies before receiving all of his or her benefits. In the absence of a valid or effective Beneficiary designation, the Participant's surviving spouse shall be the Beneficiary or if there is none, the Beneficiary shall be the Participant's estate.

12. Mandatory Arbitration. Any dispute arising out of or relating to a Stock Unit Agreement, including its meaning or interpretation, shall be resolved solely by arbitration before an arbitrator selected in accordance with the rules of the American Arbitration Association. The location for the arbitration shall be in San Francisco, Los Angeles, San Diego, Portland, Seattle, and New York City, as selected by Company in good faith. Judgment on the award rendered may be entered in any court having jurisdiction. The party the arbitrator determines is the prevailing party shall be entitled to have the other part pay the expenses of the prevailing party, and in this regard the arbitrator shall have the power to award recovery to such prevailing party of all costs and fees (including attorneys fees and a reasonable allocation for the costs of the Company's in-house counsel), administrative fees, arbitrator's

fees and court costs, all as determined by the arbitrator. Absent such award of the arbitrator, each party shall pay an equal share of the arbitrator's fees. All statutes of limitation which would otherwise be applicable shall apply to any arbitration proceeding under this paragraph. The provisions of this paragraph are intended to be exclusive for all purposes and applicable to any and all disputes arising out of or relating to a Stock Unit Agreement. The arbitrator who hears and decides any dispute shall have jurisdiction and authority only to award compensatory damages to make whole a person or entity sustaining foreseeable economic damages, and, shall not have jurisdiction and authority to make any other award of any type, including without limitation, punitive damages, unforeseeable economic damages, damages for pain, suffering or emotional distress, or any other kind or form of damages. The remedy, if any, awarded by the arbitrator shall be the sole and exclusive remedy for any dispute which is subject to arbitration under this paragraph.

13. Other Provisions.

(a) Administration. The Committee shall have the sole authority, in its discretion, to adopt, amend and rescind such rules and regulations as it deems advisable in the administration of the Stock Unit awards, to construe and interpret these Terms and Conditions, the rules and regulations, and Stock Unit Agreements, and to make all other determinations and interpretations with respect to the Stock Unit awards. All decisions, determinations and interpretations of the Committee shall be final, binding and conclusive on all persons. Committee members who are Participants shall abstain from voting on any Plan matters that would cause them to be in constructive receipt of amounts credited to their Stock Unit Accounts. The Committee may delegate its responsibilities as it sees fit.

(b) Notices. Any notices to be given under these Terms and Conditions or a Stock Unit Agreement shall be in writing and addressed to the Company at its principal executive office, to the attention of the head of Company's Human Resources Corporate Benefits Department and to the Participant at the address given beneath the Participant's signature on the Stock Unit Agreement or to his or her last address of record in the records of the Company.

(c) Amendments. The Committee shall have the right to amend these Terms and Conditions in whole or in part from time to time; provided, however, that no such amendment shall adversely affect the amount of outstanding Stock Units credited to a Participant's Stock Unit Account prior to the effective date of such amendment without the Participant's written consent.

(d) Governing Law; Attorneys' Fees; Severability. The validity of the Plan, these Terms and Conditions, the Stock Unit Agreement and any provisions thereof, shall be construed, administered, and governed in all respects under and by the laws of the State of California to the extent not preempted by the federal laws of the United States of America. In the event of any arbitration proceedings, actions at law or suits in equity in relation to the Plan, these Terms and Conditions or the Stock Unit Agreement, the prevailing party in such proceeding, action or suit shall receive from the losing party its attorneys' fees and all other costs and expenses of such proceeding, action or suit. If any provisions of the Plan, these Terms and Conditions or the Stock Unit Agreement shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions thereof shall continue to be fully effective.

(e) Compliance with Laws. The Plan, these Terms and Conditions, the Stock Unit Agreement and the offer, issuance, and delivery of shares of Common Stock through the deferral of compensation under the Plan and these Terms and Conditions are subject to compliance with all applicable federal and state laws, rules, and regulations (including but not limited to state and federal securities law) and to such approvals by any listing, agency, or regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. Any securities delivered under the Plan and these Terms and Conditions shall be subject to such restrictions, and the person acquiring such securities shall, if requested by

the Company, provide such assurances and representations to the Company as the Company may deem necessary or desirable to assure compliance with all applicable securities laws and other legal requirements.

(f) Restrictions on Transfer. Neither the Stock Units, nor any interest therein, nor amount payable or Common Stock deliverable in respect thereof, may be sold, assigned, transferred, pledged, or otherwise disposed of, alienated, or encumbered, either voluntarily or involuntarily, other than by will or the laws of descent and distribution, and in the event thereof, the Committee at its election may terminate a Stock Unit Award. This restriction on transfer shall not be deemed to prohibit, to the extent permitted by the Committee, transfers to a trust or otherwise without consideration for estate and financial planning purposes. Common Stock issued upon payment of a Stock Unit Account shall be subject to such restrictions on transfer as may be necessary or advisable, in the opinion of legal counsel to the Company, to assure compliance with applicable securities laws.

(g) Successors. These Terms and Conditions shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns. Where the context permits, "Participant" as used in these Terms and Conditions shall include Participant's executor, administrator, trustee or other legal representative or the person or persons to whom Participant's rights pass by will or the applicable laws of descent and distribution. Nothing contained in the Plan, these Terms and Conditions or the Stock Unit Agreement shall be interpreted as imposing any liability on the Company or the Committee in favor of any Participant or transferee of Stock Units with respect to any loss, cost or expense which such Participant or transferee may incur in connection with, or arising out of any transaction involving any Stock Units granted hereunder.

(h) Integration. By signing the Stock Unit Agreement, the Participant agrees that the terms of the Plan, these Terms and Conditions and the Stock Unit Agreement are intended by the Company and Participant to be the final expression of their contract with respect to the Stock Units and other amounts received hereunder and may not be contradicted by evidence of any prior or contemporaneous agreement, and shall constitute the complete and exclusive statement of their terms, and that no extrinsic evidence whatsoever may be introduced in any arbitration, judicial, administrative or other legal proceeding involving the Plan, these Terms and Conditions or the Stock Unit Agreement. Accordingly, the Plan, these Terms and Conditions and the Stock Unit Agreement contain the entire understanding between the parties and supersede all prior oral, written and implied agreements, understandings, commitments and practices among the parties. In the event of any conflict among the provisions of the Plan, these Terms and Conditions and the Stock Unit Agreement, the Plan shall prevail. The Company and Participant shall have the right to amend the Stock Unit Agreement in writing as they mutually agree.

(i) Waivers. Any failure to enforce any provisions of the Plan, these Terms and Conditions or the Stock Unit Agreement by the Company or Participant shall not be deemed a waiver of that provision, nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times.

QuickLinks

EXHIBIT 10.28

UNIONBANCAL CORPORATION MANAGEMENT STOCK PLAN TERMS AND CONDITIONS APPLICABLE TO NON-EMPLOYEE DIRECTOR STOCK UNIT AWARDS
EX-10.31 8 a2182928zex-10_31.htm EXHIBIT 10.31
QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 10.31

AMENDMENT TO CHANGE-OF-CONTROL AGREEMENT

THIS AMENDMENT to the Change-of-Control Agreement between UnionBanCal Corporation, a California corporation (the "Company") and (the "Executive") dated as of (the "Agreement") is entered into by and between the Company and the Executive effective as of January 1, 2005.

WHEREAS, the parties wish to make certain modifications to the Agreement to comply with Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A);

NOW, THEREFORE, in consideration of the foregoing and of the material promises and conditions contained in the Agreement and in this Amendment, the parties agree as follows:

1. The Agreement is hereby incorporated by reference herein and made a part hereof, subject to the specified modifications set forth herein.

2. Section 3(b)(2) is hereby amended by replacing the last sentence thereof with the following sentence:

"Each such Annual Bonus shall be paid within 2¹/2 months after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus."

3. Section 5(a)(3) is hereby amended and restated in its entirety as follows:

"(3) the Company shall, at its sole expense as incurred, provide the Executive with reasonable outplacement services the scope and provider of which shall be selected by the Executive in the Executive's sole discretion, provided that the cost of such outplacement shall not exceed 15% of the Executive's Annual Base Salary and the period during which the services are provided shall not extend beyond the end of the second full calendar year following the calendar year in which the Executive's employment terminates; and"

4. A new Section 5A is hereby added to the Agreement, immediately following Section 5, as follows:

"SECTION 5A. Section 409A.

(a) Notwithstanding any provision to the contrary in this Agreement, the Company shall delay the commencement of payments or benefits coverage to which the Executive would otherwise become entitled under the Agreement in connection with the Executive's termination of employment until the earlier of (i) the expiration of the six-month period measured from the date of the Executive's "separation from service" with the Company (as such term is defined in Treasury Regulations issued under Section 409A of the Code (defined below)) or (ii) the date of the Executive's death, if the Company in good faith determines that the Executive is a "specified employee" within the meaning of that term under Code Section 409A at the time of such separation from service and that such delayed commencement is otherwise required in order to avoid a prohibited distribution under Section 409A(a)(2) of the Code. Upon the expiration of the applicable Code Section 409A(a)(2) deferral period, all payments and benefits deferred pursuant to this Section 5A (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under the Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. If a benefit subject to the delayed payment rules of this Section 5A is to be provided other than by the payment of money to the Executive, then continuation of such benefit during the deferral period is conditioned on pre-payment by the Executive to the Company of the full taxable value of the benefit and following the end of the deferral period, the Bank shall repay the Executive for the payments made by the Executive pursuant to the terms of this sentence which would otherwise not have been required of the Executive.

(b) In addition, to the extent the Company is required pursuant to this Agreement to reimburse expenses incurred by the Executive, and such reimbursement obligation is subject to Section 409A of the Code, the Company shall reimburse any such eligible expenses by the end of the calendar year next following the calendar year in which the expense was incurred, subject to any earlier required deadline for payment otherwise applicable under this Agreement; provided, however, that the following sentence shall apply to any tax gross-up payment and related expense reimbursement obligation, including any payment obligations described in Section 8, to the extent subject to Section 409A. Any such tax gross-up payment will be made by the end of the calendar year next following the calendar year in which the Executive remits the related taxes, and any required reimbursement of expenses incurred due to a tax audit or litigation addressing the existence or amount of a tax liability will be made by the end of the calendar year next following the calendar year in which the taxes that are the subject of the audit or litigation are remitted to the taxing authority, or where as a result of such audit or litigation no taxes are remitted, the end of the calendar year next following the calendar year in which such audit is completed or there is a final and nonappealable settlement or other resolution of the litigation, in each case subject to any earlier required deadline for payment otherwise applicable under this Agreement.

(c) The provisions of this Agreement which require commencement of payments or benefits coverage subject to Section 409A upon a termination of employment shall be interpreted to require that the Executive have a "separation from service" with the Company (as such term is defined in Treasury Regulations issued under Code Section 409A).

(d) The provisions of Section 5 which require the acceleration of payment of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid, upon a termination of employment, shall apply only if the termination of employment occurs within two years following the Change of Control, and the Change of Control constitutes a "change in control" as such term is defined in Treasury Regulations issued under Code Section 409A.

(e) Any series of payments (including in-kind benefits) provided under this Agreement shall for all purposes of Code Section 409A be treated as a series of separate payments and not as single payments.

(f) The provisions of this Section 5A are intended to comply with Code Section 409A and shall be interpreted consistent with such section."

5. Except as expressly modified by this Amendment, the terms and provisions of the Agreement shall remain unchanged and in full force and effect.

6. Any modification to this Amendment shall be effective only if it is in writing and signed by the parties to be bound thereby.

7. This Amendment (including the Agreement incorporated herein by reference) constitutes the entire agreement between the parties hereto with respect to the changes to the Agreement provided for in this Amendment and supersedes all prior or contemporaneous written or verbal agreements and understandings among the parties in connection with the subject matter thereof.

IN WITNESS WHEREOF, the parties have executed this Amendment by their duly authorized officers or agents.

Dated:	UNIONBANCAL CORPORATION
	By:	Paul E. Fearer
	Executive Vice President
Dated:

QuickLinks

EXHIBIT 10.31

AMENDMENT TO CHANGE-OF-CONTROL AGREEMENT
EX-10.32 9 a2182928zex-10_32.htm EXHIBIT 10.32
QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 10.32

UNION BANK OF CALIFORNIA, N.A.

SEPARATION PAY PLAN

(Effective January 1, 2008)

		Page
ARTICLE I. DEFINITIONS		1
	1.1 "Administrative Committee"	1
	1.2 "Affiliated Group"	1
	1.3 "Base Pay"	1
	1.4 "Code"	2
	1.5 "Comparable Position"	2
	1.6 "Eligible Employee"	2
	1.7 "Employer"	4
	1.8 "Employment"	4
	1.9 "ERISA"	4
	1.10 "Guaranteed Reinstatement Period"	4
	1.11 "Job Elimination"	4
	1.12 "Non-Benefits Eligible Employee"	5
	1.13 "Participant"	5
	1.14 "Participating Employer"	5
	1.15 "Plan"	6
	1.16 "Plan Year"	6
	1.17 "Retirement Benefits"	6
	1.18 "Retirement Eligible Participant"	6
	1.19 "Separation Pay"	6
	1.20 "Separation Pay Allowance"	6
	1.21 "Termination Date"	6
	1.22 "Year of Service"	6
ARTICLE II. PARTICIPATION		7
	2.1 Participation	7
	2.2 Persons Who Shall Not Participate	7
	2.3 Settlement and Release Agreement	9
ARTICLE III. SEPARATION BENEFITS		9
	3.1 Separation Pay Allowance	9
	3.2 Payment of Separation Pay Allowance	10
	3.3 Interest	10
	3.4 Deductions	10
	3.5 Repayment or Forfeiture of Separation Pay Allowance	10
	3.6 Effect of the Participant's Leave of Absence	10
	3.7 Effect of the Participant's Commencement of Retirement Benefits	11
	3.8 Effect of the Participant's Death	12
	3.9 Limitation on Separation Pay	12
	3.10 Section 409A	12
ARTICLE IV. WELFARE BENEFITS		13
	4.1 Continuation of Coverage	13
ARTICLE V. SOURCE OF PAYMENTS AND EXPENSES		13
	5.1 Source of Payments	13
	5.2 Expenses	14
ARTICLE VI. ADMINISTRATION AND PLAN FIDUCIARIES		14
	6.1 Plan Sponsor	14
	6.2 Plan Administrator	14
	6.3 Administrative Responsibility	14
	6.4 Review of Denied Claims	14
	6.5 Named Fiduciaries	14
	6.6 Allocation and Delegation of Responsibilities	15

	6.7 Indemnification	15
ARTICLE VII. CLAIMS AND APPEALS		16
	7.1 Claims for Benefits	16
	7.2 Review of Denied Claims	17
	7.3 Exhaustion of Remedies	19
ARTICLE VIII. GENERAL PROVISIONS		19
	8.1 Legal Construction of the Plan	19
	8.2 No Rights Created or Accrued	19
	8.3 Benefits Not Contingent Upon Retirement	20
	8.4 Relation of the Plan to Descriptive Matter	20
	8.5 Nonalienation of Benefits	20
ARTICLE IX. AMENDMENT, SUSPENSION AND TERMINATION		20
	9.1 Amendment, Suspension and Termination	20
	9.2 Participating Employer Withdrawal	20
	9.3 Effect of Amendment, Suspension, Termination or Withdrawal	20
ARTICLE X. EXECUTION		21

UNION BANK OF CALIFORNIA, N.A.

SEPARATION PAY PLAN

INTRODUCTION

The Union Bank of California, N.A. Separation Pay Plan (the "Plan") was established to provide severance benefits to Eligible Employees who become Participants in the Plan. The Plan is intended to be, and shall be maintained and operated as, an employee welfare benefit plan under ERISA.

The Plan is effective as of January 1, 2008. The Plan supersedes any plan, program or practice previously in effect, with respect to a Participating Employer other than any written employment contract or separate severance agreement that expressly provides such benefits and the Union Bank of California, N.A. Termination Pay Plan (the "Basic Plan").

ARTICLE I.

DEFINITIONS

When used in this Plan, the following capitalized words and phrases shall have the following meanings, unless the context clearly indicates otherwise.

1.1 "Administrative Committee" means the Employee Deferred Compensation and Benefit Plans Administrative Committee appointed by the Employer to exercise the duties and responsibilities of plan administrator in accordance with Article VI.

1.2 "Affiliated Group" means the Employer, each Participating Employer and any other direct or indirect subsidiary or affiliate of the Employer or a Participating Employer.

1.3 "Base Pay" means an Eligible Employee's base rate of pay with the Participating Employer and includes shift differentials. Base Pay does not include any other special payment, such as overtime, bonuses or expense reimbursements. With respect to an Eligible Employee the primary component of whose Base Pay is commission-based under a variable pay plan, Base Pay shall be the Eligible Employee's adjusted Base Pay, determined in accordance with the written procedures of the Employer.

1.4 "Code" means the Internal Revenue Code of 1986, as amended, and includes regulations promulgated thereunder by the Secretary of Treasury.

1.5 "Comparable Position" means a job involving the use of generally similar skills in the performance of the functions of the position and having generally similar responsibilities with any member of the Affiliated Group or an employer described in Section 2.2(g), provided that the salary of full-time employees in such job would be at least 90% of his or her Base Pay immediately prior to the Termination Date, and the scheduled hours of part-time employees would be at least 80% of his or her scheduled hours immediately prior to the Termination Date and that the location of the job is within a 35-mile radius of the person's residence or results in a greater commuting distance if the person's commute from his or her residence immediately prior to the Termination Date exceeds 35 miles. Notwithstanding any other provision of this Plan to the contrary, the determination as to whether a position is a Comparable Position under this Section 1.5 shall be made by the Employer in its sole discretion.

1.6 "Eligible Employee" means a regular employee of a Participating Employer scheduled to work at least 17¹/2 hours each week in a position designated by the Employer as benefits-eligible, and whose job performance meets the minimum job performance criteria established by the Participating

Employer, as determined by the Participating Employer in its sole discretion. Notwithstanding the preceding sentence, the following employees shall not be Eligible Employees under any circumstances:

(a): Any person who is classified by the Participating Employer as a Non-Benefits Eligible Employee;
(b): Any person who performs services for the Participating Employer as an independent contractor or as a leased employee (within the meaning of section 414(n) of the Code);
(c): Any person who has not completed three (3) months of service with the Participating Employer as of the date he or she is provided notice of termination under Section 2.1(a);
(d): Any person who is a nonresident alien and provides temporary services to a Participating Employer on an intra-company transfer visa or a similar visa classification; and
(e): Any person who is a party to a written employment contract with a Participating Employer expressly providing such person with severance benefits; and
(f): Any person who is a participant in or who may be eligible to receive severance benefits under any other severance plan or arrangement established by a Participating Employer.

The term Eligible Employee includes an employee on an approved leave of absence for which the Participating Employer's leave of absence policy provides for guaranteed reinstatement of employment to such employee's prior position or an equivalent position, and if such employee is not described in (a), (b), (c),(d), (e) or (f). The term Eligible Employee shall not include any individual whose compensation from a Participating Employer is reported on Form 1099 or who performs services for a Participating Employer pursuant to an agreement between the Participating Employer and a third party leasing or professional employment organization, staffing firm or other similar third party organization. Individuals not classified as employees on the payroll records of a Participating Employer for a particular period shall not be considered Eligible Employees for the period even if a court or administrative agency determines that such individuals are or were employees of a Participating Employer during such period for purposes of payroll taxes, labor or employment law or any other non-Plan purpose.

1.7 "Employer" means Union Bank of California, N.A., a national banking association, or any successor thereof.

1.8 "Employment" means employment with any member of the Affiliated Group.

1.9 "ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and includes regulations promulgated thereunder by the Secretary of Labor.

1.10 "Guaranteed Reinstatement Period" means the period of time during which an Eligible Employee is guaranteed reinstatement to his or her prior position or an equivalent position in accordance with the Participating Employer's written leave of absence policies.

1.11 "Job Elimination" means, with respect to an Eligible Employee a termination of employment with the Participating Employer resulting from restructure or elimination of the employee's group, division, department, branch or position because of any one of the following events, as determined by the Employer in its sole discretion:

(a): the sale of stock or assets of the Participating Employer;
(b): the internal reorganization of the operations of the Participating Employer;
(c): a change in technology used by or in the business conducted by the Participating Employer; or
(d): a reduced work volume.

1.12 "Non-Benefits Eligible Employee" means an employee of a Participating Employer scheduled to work less than 17¹/2 hours each week in a position designated by the Employer in its sole discretion as non-benefits eligible and who is not eligible under the Participating Employer's policies to participate in the health and welfare and retirement benefit plans of the Participating Employer. For purposes of this Plan, Non-Benefits Eligible Employee shall also include an employee who is a temporary employee or who performs services for a Participating Employer as a term employee without regard to the number of hours he or she is scheduled to work each week or whether he or she participates in the Participating Employer's health and welfare and retirement benefit plans.

1.13 "Participant" means an Eligible Employee who participates in the Plan pursuant to Article II.

1.14 "Participating Employer" means, with respect to an Eligible Employee, the Participating Employer with which he or she is employed. The Participating Employers include the Employer and any subsidiary or affiliate of the Employer which has been designated by the Employer as a Participating Employer and whose board or other governing body also has adopted the Plan. An entity that becomes a Participating Employer after the Effective Date shall only be treated as a Participating Employer as of that later date. As of the date on which any subsidiary or affiliate of the Employer becomes a Participating Employer after the Effective Date, this Plan shall supersede any plan, program or practice under which such Participating Employer may have provided severance benefits prior to the effective date of its adoption of this Plan, other than any written employment contract or separate severance agreement that expressly provides for such benefits and other than the Basic Plan.

1.15 "Plan" means the Union Bank of California, N.A. Separation Pay Plan, as set forth herein and as amended from time to time hereafter.

1.16 "Plan Year" means the calendar year, except that the first Plan Year shall be the short Plan Year commencing on the Effective Date and ending December 31, 2006.

1.17 "Retirement Benefits" means those benefits available to a Participant on account of the Participant's participation in a qualified defined benefit retirement plan and/or a nonqualified supplemental defined benefit retirement plan of a Participating Employer.

1.18 "Retirement Eligible Participant" means a Participant who is eligible or becomes eligible to commence receiving Retirement Benefits during any time period when the Participant is receiving Separation Pay.

1.19 "Separation Pay" means amounts payable under the Plan to a Participant on account of termination of his or her Employment under the conditions described in Article II.

1.20 "Separation Pay Allowance" means the total amount of Separation Pay that a Participant may receive under the Plan.

1.21 "Termination Date" means, with respect to an Eligible Employee, the date selected by the Participating Employer on which the Eligible Employee's employment with the Participating Employer is to cease. An Eligible Employee's Termination Date shall be at least 60 days from the date on which notice is given under Section 2.1(a).

1.22 "Year of Service" means each complete 12-consecutive months of service with the Participating Employer in the period elapsed from the Participant's first day of employment to his or her Termination Date, including any period of approved leave of absence, as determined by the Employer in its sole discretion. Service prior to a break in service shall not be added to service after the break in service in determining a Participant's Years of Service. For this purpose, a Participant experienced a break in service if he or she previously resigned or otherwise terminated employment with a Participating Employer or was terminated by a Participating Employer for any reason, and later

was re-employed by a Participating Employer. A break in service is measured from the date of termination to the day the Participant is re-employed.

ARTICLE II.

PARTICIPATION

2.1 Participation. An Eligible Employee shall become a Participant in the Plan if:

(a): The Participating Employer provides a written notice to the Eligible Employee notifying him or her that his or her Employment is to be terminated on account of Job Elimination and setting the Eligible Employee's Termination Date for purposes of this Plan;
(b): The Eligible Employee voluntarily elects in writing to participate in this Plan (thereby waiving participation in the Basic Plan) by executing the "Settlement and Release Agreement" required under Section 2.3 prior to his or her Termination Date;
(c): The Eligible Employee's job performance continues to meet the minimum job performance criteria established by the Participating Employer in its sole discretion until his or her Termination Date; and
(d): The Eligible Employee actually terminates his or her Employment as of the Termination Date, or becomes a Participant in accordance with Section 3.7.

2.2 Persons Who Shall Not Participate. Notwithstanding any contrary provision of this Plan, an Eligible Employee shall not become a Participant and shall not be eligible for Separation Pay if he or she:

(a): Is terminated due to poor performance, dishonesty or other misconduct, or failure to comply with the law or with the policies of the Participating Employer;
(b): Is terminated for any reason other than Job Elimination;
(c): Is on a leave of absence without a Guaranteed Reinstatement Period or has exceeded the Guaranteed Reinstatement Period;
(d): Is a participant in the Basic Plan or has an employment or separate severance agreement with the Participating Employer providing for termination pay benefits;
(e): Is a participant in any other severance plan or arrangement established by a Participating Employer;
(f): Is offered continued employment with the Affiliated Group in a Comparable Position to the one held by the Eligible Employee immediately prior to his or her Termination Date or declines an interview for such a Comparable Position; or
(g): Is terminated as a result of the acquisition, sale or spin-off of the Participating Employer or any facility or branch of the Participating Employer and is offered employment in a Comparable Position with the purchaser or other surviving entity within 90 days of the Eligible Employee's Termination Date. If an Eligible Employee initially became a Participant and received Separation Pay during such 90 day period (because the purchaser or the surviving entity did not offer employment in a Comparable Position) and later the Eligible Employee is offered employment in a Comparable Position or becomes employed in a Comparable Position within such 90 day period, the forfeiture and repayment provisions of Section 3.5 shall apply.

2.3 Settlement and Release Agreement. Each Eligible Employee shall execute a "Settlement and Release Agreement" as a condition of participation in the Plan. An Eligible Employee shall not

become a Participant and shall not be eligible for Separation Pay under this Plan unless he or she properly completes and executes the Settlement and Release Agreement in exactly the form provided to the Eligible Employee by the Employer, without altering or adding to the Settlement and Release Agreement in any way, and he or she does not revoke or rescind the Settlement and Release Agreement. The Settlement and Release Agreement shall provide that execution of such Settlement and Release Agreement by the Eligible Employee will constitute a waiver and release of every claim the Eligible Employee might otherwise have arising out of his or her employment or the termination of his or her employment. If an Eligible Employee fails to execute the Settlement and Release Agreement by his or her Termination Date, or executes but later revokes or rescinds the Settlement and Release Agreement, such Eligible Employee shall fail to qualify as a Participant under the Plan.

ARTICLE III.

SEPARATION BENEFITS

3.1 Separation Pay Allowance. Upon termination of Employment, a Participant shall be eligible to receive a Separation Pay Allowance equal to the amount designated for his or her job classification on the Benefits Exhibit, for his or her status as an exempt or nonexempt employee; and for exempt employees further based on salary and corporate title. The Participant's job classification is the classification he or she held immediately prior to the notice of the Termination Date. The Employer reserves the right to alter, reduce or eliminate this formula, in whole or in part, pursuant to Section 9.1.

3.2 Payment of Separation Pay Allowance. The normal form of payment of a Participant's Separation Pay Allowance shall be as salary continuation on the same bi-weekly basis as the Participant's salary was paid immediately prior to the Termination Date or such other pay period basis as the Participating Employer implements with respect to active employees. Notwithstanding the preceding sentence, an Eligible Employee who becomes a Participant as described in Section 3.10 may receive payment of some or all of his or her Separation Pay Allowance as a lump sum in accordance with Section 3.10.

3.3 Interest. No interest shall accrue or be paid with respect to any portion of the Participant's Separation Pay Allowance.

3.4 Deductions. The Participating Employer will make such deductions from the Participant's Separation Pay Allowance as required to cover withholding taxes and the voluntary deductions covering any employee benefits that are continued, in the sole discretion of the Participating Employer, during the salary continuation period.

3.5 Repayment or Forfeiture of Separation Pay Allowance. If a Participant is reemployed with a member of the Affiliated Group as described in Section 2.2(f), or if, as described in Section 2.2(g), a Participant is offered employment or becomes employed with the purchaser prior to the end of the salary continuation period, such Participant shall be required to repay or forfeit (as applicable) to the Participating Employer a pro-rata amount of such Separation Pay Allowance, as established by the Employer in its sole discretion.

3.6 Effect of the Participant's Leave of Absence. The Termination Date of an Eligible Employee who commences a leave of absence approved by the Participating Employer and in accordance with the Participating Employer's written leave of absence policies after being given notice under Section 2.1(a) will be the date specified in such notice. In the case of an Eligible Employee on a leave of absence described in the foregoing sentence, he or she shall become a Participant as of the first day following the Termination Date, and he or she shall receive Separation Pay equal to the amount designated for his or her job classification on the Benefits Exhibit reduced by any pay received by the Participant after the date he or she becomes a Participant and determined in accordance with the Participating

Employer's written leave of absence policies, so that the aggregate pay received by such Participant does not exceed the Separation Pay amount. Separation Pay provided under this Section 3.6 shall be paid in the form of Separation Pay Allowance.

An Eligible Employee who commences a leave of absence approved by the Participating Employer and in accordance with the Participating Employer's written leave of absence policies prior to receiving notice under Section 2.1(a) but who returns within his or her Guaranteed Reinstatement Period may be provided notice under Section 2.1(a) as soon as administratively practicable following the date he or she returns to employment with the Participating Employer, unless otherwise determined by the Employer. If such Eligible Employee becomes a Participant as provided in Section 2.1, he or she shall receive Separation Pay equal to the amount designated for his or her job classification on the Benefits Exhibit.

3.7 Effect of the Participant's Commencement of Retirement Benefits. If a Participant who also is a Retirement Eligible Participant receives Retirement Benefits during any time period when the Participant also is receiving Separation Pay, the Participant's Separation Pay shall be reduced by the amount of the Retirement Benefits received by the Participant during such time period, so that the aggregate pay received by such Participant does not exceed the Separation Pay Allowance.

3.8 Effect of the Participant's Death. If a Participant dies before he or she receives the entire balance of his or her Separation Pay Allowance, any unpaid balance of such Separation Pay Allowance shall be paid in an immediate lump sum to the Participant's spouse or domestic partner if then living or, if not (or none), to the Participant's then living children in equal shares or, if none, to the Participant's estate.

3.9 Limitation on Separation Pay. Nothing in this Article III shall require a Participating Employer to make a payment under this Plan, if such payment either alone or in the aggregate with other payments to the Participant from the Participating Employer (or any other Affiliated Group member) would be nondeductible to the Participating Employer for purposes of federal income taxes under section 280G of the Code or otherwise. Any such payment or portion of a payment that the Employer in its sole discretion determines is nondeductible shall be forfeited by the Participant, and, if already paid, it shall be returned to Participating Employer by the Participant.

3.10 Section 409A. If the Participant is treated as a "key employee" (within the meaning of Section 409A of the Code and applicable regulations thereunder, as determined by the Plan Administrator) at the time of his or her separation from service (within the meaning of 409A of the Code), and if any amount(s) of nonqualified deferred compensation (within the meaning of Section 409A of the Code) are payable under the Plan by reason of the Participant's separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six-month period following the Participant's separation from service will be delayed until the earliest of (i) the first business day which is at least six months and one day following the date of such separation from service, (ii) the death of the Participant, or (iii) any date on which payment would be permitted under Section 409A, and then without interest. Any series of payments due under this Plan shall for all purposes of Section 409A be treated as a series of separate payments and not as a single payment.

ARTICLE IV.

WELFARE BENEFITS

4.1 Continuation of Coverage. If a Participant is covered by medical, dental or vision insurance on his or her Termination Date, the Participating Employer, in its sole discretion, may elect to continue employer contributions toward such coverage for a period to be determined by the Participating Employer. Any such coverage shall not be counted as part of the period of the continuation coverage required by section 4980B(f) of the Code and section 602 of ERISA. If the Participating Employer does not elect to continue employer contributions, or discontinues employer contributions, the Participant may purchase such coverage, at his or her own expense, during the period for which continuation coverage is required to be offered under section 4980B(f) of the Code or section 602 of ERISA.

ARTICLE V.

SOURCE OF PAYMENTS AND EXPENSES

5.1 Source of Payments. Any benefits payable under the Plan shall be unfunded and shall be payable only from the general assets of the Participating Employers.

5.2 Expenses. The expenses of operating and administering the Plan shall be borne entirely by the Participating Employers.

ARTICLE VI.

ADMINISTRATION AND PLAN FIDUCIARIES

6.1 Plan Sponsor. The Employer is the "plan sponsor" within the meaning of ERISA.

6.2 Plan Administrator. The Administrative Committee is the "administrator" of the Plan (the "Plan Administrator") within the meaning of ERISA.

6.3 Administrative Responsibility. The Plan Administrator shall be the named fiduciary with the power and sole discretion to determine who is eligible for benefits under the Plan, to interpret the Plan and to prescribe such forms, make such rules, regulations, interpretations and computations and prescribe such guidelines as it may determine are necessary or appropriate for the operation and administration of the Plan, to change the terms of such rules, regulations or guidelines, and to rescind such rules, regulations or guidelines. Such determinations of eligibility, rules, regulations, interpretations, computations and guidelines shall be conclusive and binding upon all persons.

6.4 Review of Denied Claims. The Plan Administrator shall have the discretionary authority to review an appeal from a denial of benefits under the Plan in accordance with Section 7.2. The Plan Administrator shall determine conclusively for all parties all questions arising with respect to an appeal from a denial of benefits under the Plan, and any decision of the Plan Administrator shall not be subject to further review.

6.5 Named Fiduciaries. The Plan Administrator is the "named fiduciary" of the Plan within the meaning of ERISA.

6.6 Allocation and Delegation of Responsibilities. The Plan Administrator may allocate any of its responsibilities for the operation and administration of the Plan among the officers, employees and agents of the Participating Employers. It may also delegate any of its responsibilities under the Plan by designating, in writing, another person to carry out such responsibilities. Any such written delegation shall become effective when executed by the Plan Administrator, and the designated person shall then be responsible for carrying out the responsibilities described in such writing.

6.7 Indemnification. To the extent permitted by law, the applicable Participating Employer shall, and hereby does, indemnify and hold harmless the members of the Board of Directors of the Participating Employer, the officers of the Participating Employer, the members of the Administrative Committee as Plan Administrator, and any other employees or representative of the Participating Employer who may be deemed to be fiduciaries of the Plan, from and against any and all losses, claims, damages or liabilities (including attorney's fees and amounts paid, with the approval of the Board of Directors of the Employer, in settlement of any claim) arising out of or resulting from the implementation of a duty, act or decision with respect to the Plan, so long as such duty, act or decision does not involve gross negligence or willful misconduct on the part of any such individual. Any individual person so indemnified shall, within 60 days after receipt of notice of any action, suit or proceeding, notify the Employer and offer in writing to the Employer the opportunity at its own expense, to handle and defend such action, suit or proceeding, and the Employer shall have the right, but not the obligation, to conduct the defense in any such action, suit or proceeding. Failure to give the Employer such notice shall relieve the Employer of any liability under this Section 6.7. The Participating Employers may satisfy their obligations under this provision (in whole or in part) by the purchase of a policy or policies of insurance.

ARTICLE VII.

CLAIMS AND APPEALS

7.1 Claims for Benefits. Any claimant (or his or her authorized representative) who believes himself or herself to be entitled to receive benefits under the Plan, or benefits that are different from the benefits that he or she has received, may submit a claim for such benefits by writing to the Director of Human Resources of the Employer (the "Claims Reviewer").

(a): Time Limits for Submission of Initial Claim. No claim shall be valid unless it is submitted within 90 days following the receipt of any disputed benefit.
(b): Time Limits for Decision on Initial Claim. If any claim is denied, in whole or in part, written notice of such denial shall be given to the claimant within 90 days, except that, if special circumstances require that the time for consideration of the claim be extended, notice of the extension shall be given in writing within 90 days, and notice of such denial shall thereafter be given within 180 days. Each period of 90 or 180 days referred to in the preceding sentence shall begin to run on the day the claim is received by the Claims Reviewer. A written notice of denial shall set forth, in a manner calculated to be understood by the claimant, specific reasons for the denial, specific references to the Plan provisions on which it is based, a description of any information or material necessary to perfect the claim and an explanation of why such material is necessary, an explanation of the Plan's review procedure and a statement regarding the claimant's right to bring a civil action under section 502(a) of ERISA following the denial of an appeal under Section 7.2. A notice that additional time is necessary for consideration of a claim shall indicate the special circumstances requiring the extension of time and the date by which the Claims Reviewer expects to render his or her decision on the claim.

7.2 Review of Denied Claims. Whenever a claim for benefits has been denied, in whole or in part, pursuant to Section 7.1, the claimant shall have the right to request a full and fair review of the claim and denial by submitting a written request for review to the Plan Administrator, at the following address: "Plan Administrator, Union Bank of California, N.A. Separation Pay Plan, c/o Director of Human Resources, Union Bank of California, N.A., 400 California Street, San Francisco, California 94104." A request for review shall set forth all of the grounds on which it is based, all facts in support of the request and any other matters that the claimant deems pertinent. The Plan Administrator may require the claimant to submit such additional facts, documents or other material it may deem

necessary or appropriate in making its review. The claimant may submit written comments, documents, records and other information related to the benefit claim on appeal. The claimant must be provided, upon request and free of charge, reasonable access to and copies of all documents, records and other information relevant to the benefit claim that are not privileged. A document is considered relevant to the claim if it (i) was relied upon in making the benefit determination; (ii) was submitted, considered or generated in the course of making the benefit determination, without regard as to whether it was relied upon making the decision; or (iii) demonstrates compliance in making the benefit decision with the requirement that the benefit determination must follow the terms of the Plan and be consistent when applied to similarly situated claimants.

(a): Time Limits for Submission of Request for Review. The Plan Administrator shall have no obligation to provide a review of any claim that has been denied under Section 7.1, unless a written request for review is submitted within 90 days following the initial denial.
(b): Decision on Review. If the Plan Administrator affirms the denial of a claim, in whole or in part, it shall give written notice of its decision to the claimant within 60 days, except that, if special circumstances require that the time for consideration of the request for review be extended, notice of the extension shall be given in writing within 60 days, and notice of such decision shall be given within 120 days. This notice of extension shall indicate the special circumstances requiring the extension of time and the date by which the Plan Administrator expects to render its decision on the application for benefits. Each period of 60 or 120 days referred to in this paragraph shall begin to run on the day the claim is received by the Plan Administrator. A written notice affirming the denial of a claim shall set forth, in a manner calculated to be understood by the claimant, the specific reasons for the denial, specific references to the Plan provisions on which it is based, a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records and other information relevant to the benefit claim and a statement regarding the claimant's right to bring a civil action under section 502(a) of ERISA following the denial of the appeal. A document is considered relevant to the claim if it (i) was relied upon in making the benefit determination; (ii) was submitted, considered or generated in the course of making the benefit determination, without regard as to whether it was relied upon making the decision; or (iii) demonstrates compliance in making the benefit decision with the requirement that the benefit determination must follow the terms of the Plan and be consistent when applied to similarly situated claimants, and a statement regarding the claimant's right to bring a civil action under section 502(a) of ERISA following the denial of the appeal.

7.3 Exhaustion of Remedies. No legal action for benefits under the Plan shall be brought unless and until the claimant (i) has submitted a written claim in accordance with this Section 7.1(a), (ii) has been notified that the claim is denied, (iii) has filed a written request for review of the claim in accordance with Section 7.2, and (iv) has been notified in writing that the Plan Administrator has affirmed the denial of the claim.

ARTICLE VIII.

GENERAL PROVISIONS

8.1 Legal Construction of the Plan. The Plan shall be governed and construed in accordance with ERISA.

8.2 No Rights Created or Accrued. Nothing in the Plan shall be construed as giving to an employee of any Participating Employer a right to receive any benefit other than the benefits specifically provided under the terms of the Plan. Nothing in the Plan shall be construed to limit in any manner the right of any Participating Employer to discharge, demote, downgrade, transfer, relocate, or in any other manner treat or deal with any person in its employ, without regard to the effect such

treatment or dealing may have upon such person as someone who might otherwise have become (or remained) a Participant in the Plan, which right is hereby reserved. No benefits shall be deemed to accrue under the Plan at any time except the time at which they become payable under the Plan, no right to a benefit under the Plan shall be deemed to vest prior to the Participant's Termination Date, and any vested benefit is subject to such forfeiture conditions established by the Employer in its sole discretion under this Plan or pursuant to written guidelines.

8.3 Benefits Not Contingent Upon Retirement. No right to a benefit under the Plan shall depend (or shall be deemed to depend) upon whether a Participant retires or elects to receive retirement benefits under the terms of any employee pension benefit plan.

8.4 Relation of the Plan to Descriptive Matter. The Plan shall contain no terms or provisions except those set forth herein, or as hereafter amended in accordance with the provisions of Article IX. If any description made in any other document is deemed to be in conflict with any provision of the Plan, the provisions of the Plan shall control.

8.5 Nonalienation of Benefits. No benefits payable under the Plan shall be subject to anticipation, alienation, sale, transfer, assignment, pledge or other encumbrance, and any attempt to do so shall be void and unenforceable.

ARTICLE IX.

AMENDMENT, SUSPENSION AND TERMINATION

9.1 Amendment, Suspension and Termination. The Employer reserves the right to amend, suspend or terminate the Plan, in whole or in part, and for any reason by action of its Board of Directors.

9.2 Participating Employer Withdrawal. Each Participating Employer may withdraw its participation in the Plan by action of its board of directors and, as of withdrawal date set by the board of directors, the employees of the Participating Employer shall not be Eligible Employees under the Plan.

9.3 Effect of Amendment, Suspension, Termination or Withdrawal. If a Participant's Termination Date has occurred and the Participant is entitled to receive benefits under the Plan, no amendment to the Plan, no suspension of the Plan, no termination of the Plan, and no withdrawal from the Plan shall thereafter operate to diminish or eliminate such Participant's entitlement to such benefits.

ARTICLE X.

EXECUTION

To record the adoption of the Plan, the Director of Human Resources of the Employer has executed this document on this 23rd day of October, 2007.

		UNION BANK OF CALIFORNIA, N.A.
		By:	/s/ Paul E. Fearer Paul E. Fearer, Executive Vice President Director of Human Resources

SEPARATION PAY PLAN (ENHANCED PLAN)

BENEFITS EXHIBIT

POLICY MAKING OFFICER LEVEL:

POLICY MAKING OFFICER LEVEL

All Policy-Making Officers will be eligible to receive 104 weeks of Salary Continuation regardless of number of years of service

ADDITIONAL BENEFITS FOR POLICY MAKING OFFICERS

Policy Making Officers may receive a pro rata share of incentive or bonus pay for which they normally would have been eligible, but only for services performed up to the Termination Date and for that calendar year. For example, if a Policy Making Officer participates in a departmental incentive pay plan and his/her Termination Date falls on October 31 of the applicable calendar year, he/she shall be eligible for a prorated incentive payment of ¹⁰/12 of the individual amount which could have been awarded under the incentive plan for that calendar year, in the absence of a termination of employment.

In addition, for Policy Making Officers who are participants in an incentive pay plan, or the Senior Management Bonus Plan, an amount of ¹/52 of the average of the last 3 annual bonuses/payments the employee actually received, will be added to the employee's weekly base pay for each week the employee receives salary continuation. For those affected employees who have actually received bonuses/payments for fewer than the three years, an average will be calculated for the number of years they have actually received a bonus/payment, and then ¹/52 of this amount will be added to the base pay to calculate the amount of weekly salary continuation. For example, if a Policy Making Officer received bonuses over the last three years of $10,000, $5,000 and $15,000, the average bonus for that period is $10,000. This number is then divided by 52 (weeks) to arrive at the amount to be added to the weekly base pay for the employee. However, in no instance will the bonus average used to calculate the amount to be added to base pay on a pro-rated basis exceed 100% of annual base pay.

A-1

QuickLinks

EXHIBIT 10.32

UNION BANK OF CALIFORNIA, N.A. SEPARATION PAY PLAN (Effective January 1, 2008)
UNION BANK OF CALIFORNIA, N.A. SEPARATION PAY PLAN INTRODUCTION
ARTICLE I. DEFINITIONS
ARTICLE II. PARTICIPATION
ARTICLE III. SEPARATION BENEFITS
ARTICLE IV. WELFARE BENEFITS
ARTICLE V. SOURCE OF PAYMENTS AND EXPENSES
ARTICLE VI. ADMINISTRATION AND PLAN FIDUCIARIES
ARTICLE VII. CLAIMS AND APPEALS
ARTICLE VIII. GENERAL PROVISIONS
ARTICLE IX. AMENDMENT, SUSPENSION AND TERMINATION
ARTICLE X. EXECUTION
SEPARATION PAY PLAN (ENHANCED PLAN) BENEFITS EXHIBIT
ADDITIONAL BENEFITS FOR POLICY MAKING OFFICERS
EX-10.35 10 a2182928zex-10_35.htm EXHIBIT 10.35
QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 10.35

AMENDMENT TO EXECUTIVE AGREEMENT

THIS AMENDMENT to the Executive Agreement between Union Bank of California, N.A. (the "Bank") and Philip B. Flynn ("Mr. Flynn") effective as of April 1, 2004, and subsequently amended (the "Agreement") is entered into by and between the Bank and Mr. Flynn, and such Amendment shall be effective as of January 1, 2005.

WHEREAS, the parties wish to make certain modifications to the Agreement to comply with final regulations published under Section 409A of the Internal Revenue Code of 1986, as amended;

NOW, THEREFORE, in consideration of the foregoing and of the material promises and conditions contained in the Agreement and in this Amendment, the parties agree as follows:

1. The Agreement is hereby incorporated by reference herein and made a part hereof, subject to the specified modifications set forth herein.

2. Paragraph 21 of the Agreement is hereby amended and restated in its entirety as follows:

"21. EFFECT OF DEFERRED COMPENSATION REGULATIONS.

(a) Notwithstanding any provision to the contrary in this Agreement, the Bank shall delay the commencement of payments or benefits coverage to which Mr. Flynn would otherwise become entitled under the Agreement in connection with Mr. Flynn's termination of employment until the earlier of (i) the expiration of the six-month period measured from the date of Mr. Flynn's "separation from service" with the Bank (as such term is defined in Treasury Regulations issued under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code")) or (ii) the date of Mr. Flynn's death, if the Bank in good faith determines that Mr. Flynn is a "specified employee" within the meaning of that term under Code Section 409A at the time of such separation from service and that such delayed commencement is otherwise required in order to avoid a prohibited distribution under Section 409A(a)(2) of the Code. Upon the expiration of the applicable Code Section 409A(a)(2) deferral period, all payments and benefits deferred pursuant to this Paragraph 21 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to Mr. Flynn in a lump sum, and any remaining payments and benefits due under the Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. If a benefit subject to the delayed payment rules of this Paragraph 21 is to be provided other than by the payment of money to Mr. Flynn, then continuation of such benefit during the deferral period is conditioned on pre-payment by Mr. Flynn to the Bank of the full taxable value of the benefit and following the end of the deferral period, the Bank shall repay Mr. Flynn for the payments made by Mr. Flynn pursuant to the terms of this sentence which would otherwise not have been required of Mr. Flynn.

(b) In addition, to the extent the Bank is required pursuant to this Agreement to reimburse expenses incurred by Mr. Flynn, and such reimbursement obligation is subject to Section 409A of the Code, the Bank shall reimburse any such eligible expenses by the end of the calendar year next following the calendar year in which the expense was incurred, subject to any earlier required deadline for payment otherwise applicable under this Agreement; provided, however, that the following sentence shall apply to any tax gross-up payment and related expense reimbursement obligation to the extent subject to Section 409A. Any such tax gross-up payment will be made by the end of the calendar year next following the calendar year in which Mr. Flynn remits the related taxes, and any required reimbursement of expenses incurred due to a tax audit or litigation addressing the existence or amount of a tax liability will be made by the end of the calendar year next following the calendar year in which the taxes that are the subject of the audit or litigation are remitted to the taxing authority, or where as a result of such audit or litigation no taxes are remitted, the end of the calendar year next following the calendar year in which such audit is completed or there is a final and nonappealable settlement or other resolution of the litigation, in each case subject to any earlier required deadline for payment otherwise applicable under this Agreement.

(c) The provisions of this Agreement which require commencement of payments or benefits coverage subject to Section 409A upon a termination of employment shall be interpreted to require that Mr. Flynn have a "separation from service" with the Bank (as such term is defined in Treasury Regulations issued under Code Section 409A).

(d) Each payment made (including any benefit provided) pursuant to this Agreement as part of a series of payments shall for all purposes of Section 409A be treated as a separate payment and not as a single payment.

(e) The provisions of this Paragraph 21 are intended to comply with Code Section 409A and shall be interpreted consistent with such section."

3. Except as expressly modified by this Amendment, the terms and provisions of the Agreement shall remain unchanged and in full force and effect.

4. Any modification to this Amendment shall be effective only if it is in writing and signed by the parties to be bound thereby.

5. This Amendment (including the Agreement incorporated herein by reference) constitutes the entire agreement between the parties hereto with respect to the changes to the Agreement provided for in this Amendment and supersedes all prior or contemporaneous written or verbal agreements and understandings among the parties in connection with the subject matter thereof.

IN WITNESS WHEREOF, the parties have executed this Amendment by their duly authorized officers or agents.

Dated: December 12, 2007	UNIONBANCAL CORPORATION
	By:	/s/ PAUL E. FEARER
	Paul E. Fearer Executive Vice President
Dated: December 11, 2007	/s/ PHILIP B. FLYNN Philip B. Flynn

QuickLinks

EXHIBIT 10.35

AMENDMENT TO EXECUTIVE AGREEMENT
EX-10.38 11 a2182928zex-10_38.htm EXHIBIT 10.38
QuickLinks -- Click here to rapidly navigate through this document

Exhibit 10.38

AMENDMENT TO EXECUTIVE AGREEMENT

THIS AMENDMENT to the Executive Agreement between Union Bank of California, N.A. (the "Bank") and David I. Matson ("Mr. Matson") effective as of January 1, 1998, and subsequently amended (the "Agreement") is entered into by and between the Bank and Mr. Matson, and such Amendment shall be effective as of January 1, 2005.

WHEREAS, the parties wish to make certain modifications to the Agreement to comply with final regulations published under Section 409A of the Internal Revenue Code of 1986, as amended;

NOW, THEREFORE, in consideration of the foregoing and of the material promises and conditions contained in the Agreement and in this Amendment, the parties agree as follows:

1. The Agreement and all exhibits attached thereto are hereby incorporated by reference herein and made a part hereof, subject to the specified modifications set forth herein.

2. Paragraph 19 of the Agreement is hereby amended and restated in its entirety as follows:

"19. EFFECT OF DEFERRED COMPENSATION REGULATIONS.

(a) Notwithstanding any provision to the contrary in this Agreement, the Bank shall delay the commencement of payments or benefits coverage to which Mr. Matson would otherwise become entitled under the Agreement in connection with Mr. Matson's termination of employment until the earlier of (i) the expiration of the six-month period measured from the date of Mr. Matson's "separation from service" with the Bank (as such term is defined in Treasury Regulations issued under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code")) or (ii) the date of Mr. Matson's death, if the Bank in good faith determines that Mr. Matson is a "specified employee" within the meaning of that term under Code Section 409A at the time of such separation from service and that such delayed commencement is otherwise required in order to avoid a prohibited distribution under Section 409A(a)(2) of the Code. Upon the expiration of the applicable Code Section 409A(a)(2) deferral period, all payments and benefits deferred pursuant to this Paragraph 19 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to Mr. Matson in a lump sum, and any remaining payments and benefits due under the Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. If a benefit subject to the delayed payment rules of this Paragraph 19 is to be provided other than by the payment of money to Mr. Matson, then continuation of such benefit during the deferral period is conditioned on pre-payment by Mr. Matson to the Bank of the full taxable value of the benefit and following the end of the deferral period, the Bank shall repay Mr. Matson for the payments made by Mr. Matson pursuant to the terms of this sentence which would otherwise not have been required of Mr. Matson.

(b) In addition, to the extent the Bank is required pursuant to this Agreement to reimburse expenses incurred by Mr. Matson, and such reimbursement obligation is subject to Section 409A of the Code, the Bank shall reimburse any such eligible expenses by the end of the calendar year next following the calendar year in which the expense was incurred, subject to any earlier required deadline for payment otherwise applicable under this Agreement; provided, however, that the following sentence shall apply to any tax gross-up payment and related expense reimbursement obligation to the extent subject to Section 409A. Any such tax gross-up payment will be made by the end of the calendar year next following the calendar year in which Mr. Matson remits the related taxes, and any required reimbursement of expenses incurred due to a tax audit or litigation addressing the existence or amount of a tax liability will be made by the end of the calendar year next following the calendar year in which the taxes that are the subject of the audit or litigation are remitted to the taxing authority, or where as a result of such audit or litigation no taxes are remitted, the end of the calendar year next following the calendar year in which such audit is completed or there is a final and nonappealable settlement or other resolution of the litigation, in each case subject to any earlier required deadline for payment otherwise applicable under this Agreement.

(c) The provisions of this Agreement which require commencement of payments or benefits coverage subject to Section 409A upon a termination of employment shall be interpreted to require that Mr. Matson have a "separation from service" with the Bank (as such term is defined in Treasury Regulations issued under Code Section 409A).

(e) The provisions of this Paragraph 19 are intended to comply with Code Section 409A and shall be interpreted consistent with such section."

3. Section 6.d(i)(E) is hereby deleted in its entirety.

4. Except as expressly modified by this Amendment, the terms and provisions of the Agreement shall remain unchanged and in full force and effect.

5. Any modification to this Amendment shall be effective only if it is in writing and signed by the parties to be bound thereby.

6. This Amendment (including the Agreement and exhibits to the Agreement incorporated herein by reference) constitutes the entire agreement between the parties hereto with respect to the changes to the Agreement provided for in this Amendment and supersedes all prior or contemporaneous written or verbal agreements and understandings among the parties in connection with the subject matter thereof.

IN WITNESS WHEREOF, the parties have executed this Amendment by their duly authorized officers or agents.

Dated: 1/5/08	UNIONBANCAL CORPORATION
	By:	/s/ PAUL E. FEARER
	Paul E. Fearer Executive Vice President
Dated: 1/3/08	/s/ DAVID I. MATSON David I. Matson

QuickLinks

Exhibit 10.38

AMENDMENT TO EXECUTIVE AGREEMENT
EX-12.1 12 a2182928zex-12_1.htm EXHIBIT 12.1
QuickLinks -- Click here to rapidly navigate through this document

Exhibit 12.1

UNIONBANCAL CORPORATION AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES REQUIREMENTS

			For the Years Ended December 31,
(In millions, except ratios)			For the Years Ended December 31,
(In millions, except ratios)			2003		2004		2005		2006		2007
EXCLUDING INTEREST ON DEPOSITS
Income before income taxes and effect of accounting changes			$	821	$	1,107	$	1,094	$	1,031	$	863
Fixed Charges:
	Interest expense, excluding interest on deposits			37		38		85		199		283
	One third of rents, net income from subleases(A)			10		13		16		14		16

		Total fixed charges		47		51		101		213		299

Earnings before taxes, fixed charges, and effect of accounting changes, excluding capitalized interest			$	868	$	1,158	$	1,195	$	1,244	$	1,162

Ratio of earnings to fixed charges requirements				18.47		22.71		11.83		5.84		3.89

INCLUDING INTEREST ON DEPOSITS
Fixed charges			$	47	$	51	$	101	$	213	$	299
Add: Interest on deposits				152		147		303		649		991

Total fixed charges including interest on deposits			$	199	$	198	$	404	$	862	$	1,290

Earnings before taxes, fixed charges, and effect of accounting changes, excluding capitalized interest, as above			$	868	$	1,158	$	1,195	$	1,244	$	1,162
Add: Interest on deposits				152		147		303		649		991

Total earnings before taxes, fixed charges, effect of accounting changes, and interest on deposits			$	1,020	$	1,305	$	1,498	$	1,893	$	2,153

Ratio of earnings to fixed charges requirements				5.13		6.59		3.71		2.20		1.67

(A): The proportion deemed representative of the interest factor.

QuickLinks

Exhibit 12.1

UNIONBANCAL CORPORATION AND SUBSIDIARIES COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES REQUIREMENTS
EX-21.1 13 a2182928zex-21_1.htm EXHIBIT 21.1
QuickLinks -- Click here to rapidly navigate through this document

Exhibit 21.1

SUBSIDIARIES OF UNIONBANCAL CORPORATION*
AS OF DECEMBER 31, 2007

Name of Subsidiary		State or Country in Which Organized
Bankers Commercial Corporation		California
Business Capital Trust I		California
California First Advisory Services		California
California First Capital Management		California
California First Corporation		California
HighMark Capital Management, Inc.		California
MCB Statutory Trust I		California
Mills-Ralston, Inc.		California
SBS Realty Inc.		California
Stanco Properties, Inc.		California
The California-Sansome Corporation		California
UBOC Community Development Corporation		California
UBOC Comstock I		California
UBOC Foundation (Charitable Trust)		California
UBOC Foundation (Non-Profit Corporation)		California
UBOC Insurance, Inc.		California
UNBC Leasing, Inc.		California
UnionBanc Insurance Services, Inc.		California
UnionBanc Investment Services LLC		Delaware
UnionBanCal Commercial Funding Corporation		California
UnionBanCal Equities, Inc.		California
UnionBanCal Leasing Corporation		California
UnionBanCal Mortgage Corporation		California
UnionBanCal Venture Corporation		California
Union Bank of California, N.A.		United States
Union Bank of California Leasing, Inc.		Delaware
Union Capital Advisors, Inc.		California

*: All of the subsidiaries in the above list are wholly-owned, either directly or indirectly, by UnionBanCal Corporation.

QuickLinks

Exhibit 21.1

SUBSIDIARIES OF UNIONBANCAL CORPORATION* AS OF DECEMBER 31, 2007
EX-23.1 14 a2182928zex-23_1.htm EXHIBIT 23.1
QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statements Nos. 333-03040, 333-67581, 333-72979, 333-67579, 333-109304, 333-109981, and 333-117600 on Form S-3 (as amended) and Registration Statements Nos. 333-03042, 333-03044, 333-27987, 333-95497, 333-103009, 333-109941, and 333-127382 on Form S-8 (as amended) of our reports dated February 28, 2008, relating to the consolidated financial statements of UnionBanCal Corporation and subsidiaries (which report expresses an unqualified opinion and includes an explanatory paragraph related to the change in method of accounting for defined pension and other postretirement plans as of December 31, 2006) and the effectiveness of internal control over financial reporting, appearing in this Annual Report on Form 10-K of UnionBanCal Corporation for the year ended December 31, 2007.

/S/ DELOITTE & TOUCHE LLP

Deloitte & Touche LLP

San Francisco, California
February 28, 2008

QuickLinks

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm
EX-24.1 15 a2182928zex-24_1.htm EXHIBIT 24.1
QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 24.1

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each of UnionBanCal Corporation and the several undersigned officers and directors whose signatures appear below, hereby makes, constitutes and appoints David I. Matson, David A. Anderson, John H. McGuckin, Jr., and Morris W. Hirsch and each of them acting individually, its, his and her true and lawful attorneys with power to act without any other and with full power of substitution, to prepare, execute, deliver and file in its, his and her name and on its, his and her behalf, and in each of the undersigned officer's and director's capacity or capacities as shown below, an Annual Report on Form 10-K for the year ended December 31, 2007, and all exhibits thereto and all documents in support thereof or supplemental thereto, and any and all amendments or supplements to the foregoing, hereby ratifying and confirming all acts and things which said attorneys or attorney might do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, UnionBanCal Corporation has caused this power of attorney to be signed on its behalf, and each of the undersigned officers and directors, in the capacity or capacities noted, has hereunto set his or her hand as of the date indicated below.

		UNIONBANCAL CORPORATION
		By	/s/ MASAAKI TANAKA Name: Masaaki Tanaka Title: President and Chief Executive Officer

Dated: February 27, 2008

Signature		Title

/s/ AIDA M. ALVAREZ Aida M. Alvarez		Director
/s/ DAVID R. ANDREWS David R. Andrews		Director
/s/ NICHOLAS B. BINKLEY Nicholas B. Binkley		Director
/s/ L. DALE CRANDALL L. Dale Crandall		Director
/s/ MURRAY H. DASHE Murray H. Dashe		Director
/s/ RICHARD D. FARMAN Richard D. Farman		Director

/s/ PHILIP B. FLYNN Philip B. Flynn		Director
/s/ CHRISTINE GARVEY Christine Garvey		Director
/s/ MICHAEL J. GILLFILLAN Michael J. Gillfillan		Director
/s/ MOHAN S. GYANI Mohan S. Gyani		Director
Ronald L. Havner, Jr.		Director
/s/ NORIMICHI KANARI Norimichi Kanari		Director
/s/ MARY S. METZ Mary S. Metz		Director
/s/ SHIGEMITSU MIKI Shigemitsu Miki		Director
/s/ J. FERNANDO NIEBLA J. Fernando Niebla		Director
/s/ MASASHI OKA Masashi Oka		Director
/s/ KYOTA OMORI Kyota Omori		Director
/s/ BARBARA L. RAMBO Barbara L. Rambo		Director
/s/ MASAAKI TANAKA Masaaki Tanaka		Director
/s/ DEAN A. YOOST Dean A. Yoost		Director

QuickLinks

EXHIBIT 24.1

POWER OF ATTORNEY
EX-24.2 16 a2182928zex-24_2.htm EXHIBIT 24.2
QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 24.2

UnionBanCal Corporation
February 27, 2008

WHEREAS, officers of UnionBanCal Corporation (the "Corporation") have made presentations to the Audit Committee and the Board of Directors regarding the Corporation's financial results for the year ended December 31, 2007; and

WHEREAS, the Audit Committee has had an opportunity to review and comment on such results; and

WHEREAS, based on the Audit Committee's discussion with management and the independent auditors and the Audit Committee's review of the representation of management and the report of the independent auditors to the Audit Committee, the Audit Committee recommended that the Board of Directors include the audited consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2007, to be filed with the Securities and Exchange Commission;

NOW, THEREFORE, BE IT RESOLVED that the audited consolidated financial statements be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2007, to be filed with the Securities and Exchange Commission;

FURTHER RESOLVED that the President and Chief Executive Officer, the Vice Chairmen and the Executive Vice President and Chief Financial Officer and such other officers of the Corporation as they shall designate in writing, be, and they hereby are, authorized and empowered on behalf of the Corporation to execute the Form 10-K, in substantially the form submitted to the Board, and file it with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, and with such other governmental agencies or instrumentalities as such officers deem necessary or desirable, and to prepare, execute, deliver and file any amendment or amendments to the Form 10-K, as they may deem necessary or appropriate, provided, however, that prior to filing, all proposed significant changes to the draft Form 10-K, which was presented to the Board, shall be reviewed with the Chair of the Audit Committee, who shall determine if the substantive nature of the changes warrant further discussion with the full Audit Committee; and

FURTHER RESOLVED that David I. Matson, David A. Anderson, John H. McGuckin, Jr. and Morris W. Hirsch, be, and each of them with full power to act without the other hereby is, authorized and empowered to prepare, execute, deliver and file the Form 10-K and any amendment or amendments thereto on behalf of and as attorneys for the Corporation and on behalf of and as attorneys for any of the following: the chief executive officer, the chief financial officer, the principal accounting officer, and any other officer of the Corporation.

I certify that the foregoing resolution was adopted by the Board of Directors of UnionBanCal Corporation at the Regular Meeting of said Board held on February 27, 2008.

I further certify that the foregoing resolution now stands on the records of the books of the Corporation and has not been modified, repealed or set aside in any manner whatsoever and is now in full force and effect.

Dated: February 27, 2008

/s/ JOHN H. MCGUCKIN, JR.

John H. McGuckin, Jr.
Secretary

QuickLinks

EXHIBIT 24.2

EX-31.1 17 a2182928zex-31_1.htm EXHIBIT 31.1
QuickLinks -- Click here to rapidly navigate through this document

Exhibit 31.1

CERTIFICATION

I, Masaaki Tanaka, certify that:

1.

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

2.

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

3.

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

4.

The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a—15(e) and 15d—15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and we have:

a): designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b): designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c): evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d): disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting;

5.

The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent functions):

a): all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
b): any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.

Date: February 28, 2008

By:

/s/ MASAAKI TANAKA

Masaaki Tanaka
President and Chief Executive Officer

QuickLinks

Exhibit 31.1

EX-31.2 18 a2182928zex-31_2.htm EXHIBIT 31.2
QuickLinks -- Click here to rapidly navigate through this document

Exhibit 31.2

CERTIFICATION

I, David I. Matson, certify that:

1.

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

2.

3.

4.

a): designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b): designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c): evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d): disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting;

5.

a): all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
b): any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.

Date: February 28, 2008

By:

/s/ DAVID I. MATSON

David I. Matson
Vice Chairman and Chief Financial Officer

QuickLinks

Exhibit 31.2

EX-32.1 19 a2182928zex-32_1.htm EXHIBIT 32.1
QuickLinks -- Click here to rapidly navigate through this document

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Annual Report of UnionBanCal Corporation (the "Company") on Form 10-K for the year ending December 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Masaaki Tanaka, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1): The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2): The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 28, 2008

By:

/s/ MASAAKI TANAKA

Masaaki Tanaka
Chief Executive Officer

QuickLinks

Exhibit 32.1

EX-32.2 20 a2182928zex-32_2.htm EXHIBIT 32.2
QuickLinks -- Click here to rapidly navigate through this document

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Annual Report of UnionBanCal Corporation (the "Company") on Form 10-K for the year ending December 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, David I. Matson, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1): The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2): The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 28, 2008

By:

/s/ DAVID I. MATSON

David I. Matson
Chief Financial Officer

QuickLinks

Exhibit 32.2

-----END PRIVACY-ENHANCED MESSAGE-----