8-K

                                  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 27, 2005


                             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 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

In response to this Item 1.01, Exhibit 10.1 is hereby incorporated herein by
reference.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits:

- -------------- -----------------------------------------------------------------
 Exhibit No.   Description
- -------------- -----------------------------------------------------------------
    10.1       Written Description of Compensation Arrangement for UnionBanCal
               Corporation Non-Employee Directors

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





                                    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 29, 2005


                             UNIONBANCAL CORPORATION


                             By:  /s/ JOHN H. MCGUCKIN, JR.
                             ---------------------------------
                             John H. McGuckin, Jr.
                             EVP, GENERAL COUNSEL & SECRETARY
                             (DULY AUTHORIZED OFFICER)






                                  EXHIBIT INDEX

- -------------- -----------------------------------------------------------------
 Exhibit No.   Description
- -------------- -----------------------------------------------------------------
    10.1       Written Description of Compensation Arrangement for UnionBanCal
               Corporation Non-Employee Directors

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

EX-10.1

                                                                    EXHIBIT 10.1



              WRITTEN DESCRIPTION OF COMPENSATION ARRANGEMENT FOR

                 UNIONBANCAL CORPORATION NON-EMPLOYEE DIRECTORS


On July 27, 2005, the UnionBanCal Corporation board of directors approved an
increase in compensation payable to directors who are not full-time officers or
employees of UnionBanCal or The Bank of Tokyo-Mitsubishi, Limited, or its
affiliates ("non-employee directors") for combined service on the UnionBanCal
and/or Union Bank of California, N.A. boards. The increase is effective
retroactively to January 1, 2005. The increase in compensation is as follows:

(1) The annual cash retainer payable to non-employee directors will increase to
$35,000 per year, from $30,000 per year;

(2) The fee paid to non-employee directors for each board or committee meeting
attended will increase to $1,500 per meeting, from $1,000 per meeting, except
that when board meetings of UnionBanCal and Union Bank of California, N.A., are
held on the same day and when the same committees of UnionBanCal and Union Bank
of California, N.A., have a combined meeting, the total fee, in each case, is
limited to $1,500;

(3) The annual retainer fee payable to the chair of each board committee (except
as noted below) will increase to $10,000 per year, from $5,000 per year;

(4) The annual retainer of the Chair of the Audit Committee of the board will
increase to $25,000 per year, from $10,000 per year;

(5) The annual retainer fee payable to the Chair of the Finance & Capital
Committee of the board will increase to $15,000 per year, from $5,000 per year;
and

(6) The Lead Independent Director of the board (a new board position) will
receive an annual retainer of $50,000;

(7) Beginning in 2005, an annual restricted stock grant to non-employee
directors with a value of $55,000, subject to such terms and conditions of the
grant, including the determination of the grant date, as the independent
Executive Compensation & Benefit Committee of the board shall determine; and

(8) For new non-employee directors elected to the board, an initial grant of
restricted stock with a fair market value of $110,000 on the date of election,
subject to such terms and conditions as the independent Executive Compensation &
Benefit Committee of the board shall determine.

The increase in compensation follows the recommendation of an independent
compensation consultant, based on an analysis of the compensation paid to
directors of industry peers and competitive practices, and reflects the
increased responsibilities of board members following the adoption of the
Sarbanes-Oxley Act of 2002, new Securities and Exchange Commission regulations
and additional New York Stock Exchange listing standards.