EXHIBIT
10.1


AMENDMENT
NUMBER ONE TO THE

UNION BANK OF CALIFORNIA, N.A. SUPPLEMENTAL

EXECUTIVE RETIREMENT PLAN

Effective as of January 1, 1997


WHEREAS, Union Bank of California, National
Association (the “Company”) established and maintains the Union Bank of
California N.A. Supplemental Executive Retirement Plan, effective as of January
1, 1997 (the “Plan”); and


WHEREAS, the Company desires to amend the Plan to
provide that the retirement benefits of a participant who has a domestic
partner (as defined in the Union Bank of California Retirement Plan) at the
time of his or termination of employment will be distributed in the form of a
50% joint and survivor annuity with such domestic partner;


WHEREAS, the Company desires to amend the Plan to
provide that preretirement death benefits will be distributed to a participant’s
surviving spouse or domestic partner;


NOW, THEREFORE, the Plan is amended as follows,
effective as of May 1, 2006:


1.                                       A
new Section 1.3A is added to read as follows:


1.3A                       Domestic
Partner means Domestic Partner, as defined in the Union Bank of California
Retirement Plan.


2.                                       The following clause is added at the end
of Article 3:


“, except as set forth in Section 4.6 of this Plan.”


3.                                       The last two sentences of Section 4.1
(Normal Retirement) are amended in their entirety to read as follows:


“If the Participant is married or 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 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.                                       The last two sentences of Section 4.2
(Early Retirement) are amended in their entirety to read as follows:


“If the Participant is married or 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 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.”


5.                                       The last two sentences of Section 4.3
(Deferred Retirement) are amended in their entirety to read as follows:


“If the Participant is married or 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 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.”


6.                                       A new Section 4.6 is added at the end of
Article 4:


4.6                                 Preretirement Death Benefit For
Surviving Spouse Or Domestic Partner.  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


(c)                                  died on the following day.


To record this Amendment Number One of the
Plan, the Company has caused it to be executed on this 25th day of April, 2006.


 


	
  

  	
  UNION BANK OF
  CALIFORNIA, NATIONAL

  
	
   

  	
  ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
        /s/ Paul Fearer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title

  	
       Director of Human Resources

  	
   

  



 



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