Securities Act of 1933
Section 2(a)(3)

November 8, 2010

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, the Division’s views are as follows. Capitalized terms have the same meanings as defined in your letter.

The Division will not recommend enforcement action to the Commission if UnionBanCal makes the described awards of RSUs to its employees pursuant to the Plan without registration under the Securities Act in reliance on your opinion as counsel that such awards are not sales within the meaning of Securities Act Section 2(a)(3).

The Division is further of the view that the Shares distributed to participants pursuant to the Plan would not be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act. In reaching this position, we note your representations that:

• MUFG maintains a listing of the Shares on the New York Stock Exchange, where the Shares are actively traded;
   
• MUFG is subject to the reporting requirements of the Exchange Act; and
   
• the number of Shares to be distributed annually under the Plan will be relatively small in relation to the number of shares of MUFG common stock outstanding, and will not exceed 1% of the total number of outstanding shares of MUFG common stock.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, the response regarding registration under the Securities Act expresses the Division’s position on enforcement action only and does not express any legal conclusion on the question presented.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2010/unionbancal110810-2a3.htm