________________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JULY 2, 2008
UNIONBANCAL CORPORATION
______________________________________________________
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 001-15081 94-1234979
________________________ ________________________ ___________________
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
400 California Street
San Francisco, CA 94104-1302
___________________________________________________
(Address of principal executive offices) (Zip Code)
Tel. (415) 765-2969
__________________________________________________
Registrant's telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
________________________________________________________________________________
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
THE FOLLOWING DISCLOSURE IS MADE PURSUANT TO ITEM 5.02(F) OF FORM 8-K:
Footnote 7 to the Summary Compensation Table in our 2008 proxy statement dated
May 22, 2008 stated that Masaaki Tanaka, President and Chief Executive Officer,
might receive a discretionary annual cash payment paid by The Bank of
Tokyo-Mitsubishi UFJ and reimbursed by us under our service agreement with The
Bank of Tokyo-Mitsubishi UFJ. This cash payment would be for the service period
from July 1, 2007 to June 30, 2008. Prior to July 2008, the actual amount of
this cash payment was not calculable, and so the amount of the payment to Mr.
Tanaka was not included in the Summary Compensation Table in reliance on
Instruction 1 to Item 402(c)(2)(iv) of Regulation S-K.
On July 2, 2008, our Executive Compensation & Benefits Committee approved the
reimbursement to The Bank of Tokyo-Mitsubishi UFJ of $211,950 for the annual
discretionary cash payment described above, of which $105,975 was attributable
to service rendered for 2007 compensation and would appear in the "Bonus" column
for 2007.
Also on July 2, 2008, our Executive Compensation & Benefits Committee approved
the reimbursement to The Bank of Tokyo-Mitsubishi UFJ of an additional
discretionary bonus of $77,830 to Mr. Tanaka, of which $38,915 was attributable
to service rendered for 2007 compensation and would appear in the "Bonus" column
for 2007.
Mr. Tanaka's total 2007 compensation, as recalculated to include these bonuses,
is $668,662.
-2-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: July 9, 2008
UNIONBANCAL CORPORATION
By: /s/ MORRIS W. HIRSCH
_______________________________________
Morris W. Hirsch
SEVP, GENERAL COUNSEL AND SECRETARY
(DULY AUTHORIZED OFFICER)
-3-