Union Bank of California to Acquire CNA Trust, A Unit of CNA Financial Corporation.

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SAN FRANCISCO--(BUSINESS WIRE)--May 17, 2004

Union Bank of California, N.A., the commercial banking subsidiary of UnionBanCal Corporation (NYSE:UB), announced today it has entered into a definitive agreement to acquire the business portfolio of CNA Trust Company (CNAT), a Costa Mesa, Calif.-based leading provider of retirement plan trust and outsourcing services to the institutional marketplace. CNAT is a subsidiary of Chicago-based CNA Financial Corporation (NYSE:CNA).

Terms of the agreement were not disclosed. The transaction is expected to close by the end of the third quarter, subject to regulatory approval, according to Piet Westerbeek, Union Bank executive vice president and division head for institutional services and asset management.

CNAT specializes in the delivery of retirement plan services on behalf of insurance companies, mutual fund families, broker-dealers and other financial institutions that offer 401(k) plan services. CNAT's support makes possible the co-branding or private labeling of such services. This allows the selling institution to focus upon core competencies while realizing efficiencies of scale available through a large and sophisticated retirement plan services production platform. Following this transaction, Union Bank will be ranked 25th nationally based on the number of retirement plans serviced, according to the research firm Spectrem Group.

"This acquisition reflects the changing plan service environment and underscores our commitment to grow our retirement plan business," said Westerbeek. "Over the years there has been a consolidation within the financial services industry whereby institutions like Union Bank with existing infrastructure are specializing in the kinds of service models demanded by plan sponsors. With this acquisition of CNAT, we are better equipped to provide a more complete range of services."

Significant efficiencies of distribution and operations are anticipated, leveraging upon Union Bank's 85 years of trust experience. The bank expects to bring additional value to its new institutional distribution channels through support for defined benefit, deferred compensation and other types of plans.

Both organizations are well regarded by the retirement industry. UBOC has received numerous awards from organizations such as PlanSponsor, Pensions and Investments and the Profit Sharing/401(k) Council of America. CNAT was recently featured in a report on institutional retirement outsourcing by The McHenry Group, in which it was referred to as "a unique combination of value elements, including trust services... probably the best kept secret in the industry."

Union Bank is the only trust organization that provides comprehensive in-house services for multi-currency custody, securities lending, corporate trust, retirement plan and investment management services, with all client account operations based on the West Coast. Union Bank currently serves retirement plan clients nationally in 40 states, Puerto Rico, Guam and Canada. The retirement plan web site is located at www.selectbenefit.com.

About CNA

CNA is the country's fourth largest commercial insurance writer and the 11th largest property and casualty company. CNA's insurance products include standard commercial lines, specialty lines, surety, marine and other property and casualty coverages. CNA services include risk management, information services, underwriting, risk control and claims administration. For more information, please visit CNA at www.cna.com. CNA is a registered service mark, trade name and domain name of CNA Financial Corporation.

About Union Bank of California

Based in San Francisco, UnionBanCal Corporation (NYSE:UB) is a bank holding company with assets of $46.1 billion at March 31, 2004. Its primary subsidiary, Union Bank of California, N.A., had 298 banking offices in California, 4 banking offices in Oregon and Washington and 21 international facilities, at March 31, 2004. The company's web site is located at www.uboc.com.

Forward-Looking Statements

The following appears in accordance with the Private Securities Litigation Reform Act: This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements can be identified by looking at the fact that they do not relate strictly to historical or current facts. Often, they include the words "believe," "expect," "anticipate," "intend," "plan," "estimate," "project," or words of similar meaning, or future or conditional verbs such as "will," "would," "should," "could," or "may." They may also consist of annualized amounts based on historical interim period results. A number of important factors could cause actual results to differ materially from those in the forward-looking statements. Those factors include fluctuations in interest rates, government policies and regulations (including monetary and fiscal policies), legislation, economic conditions, credit quality of borrowers, operational factors, competition in the geographic and business areas in which the Company conducts its operations, and global political and general economic conditions. A complete description of the Company, including related risk factors, is discussed in the Company's public filings with the Securities and Exchange Commission, which are available by calling 415-765-2969 or online at http://www.sec.gov. All forward-looking statements included in this press release are based on information available at the time of the release, and the Company assumes no obligation to update any forward-looking statement.

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