AMENDMENT 1997-1

                                 ARTICLE 1997-A
APPENDIX TO UNION BANK OF CALIFORNIA SELECTBENEFIT DEFINED CONTRIBUTION PLAN AND
TRUST,  UNION BANK MASTER DEFINED  CONTRIBUTION PLAN AND TRUST,  UNION BANK PLAN
ACCESS DEFINED  CONTRIBUTION PLAN AND TRUST, AND THE BANK OF CALIFORNIA  DEFINED
CONTRIBUTION MASTER PLAN AND TRUST AGREEMENT

                         Rev. Rul. 94-76 Model Amendment

            This  amendment is effective on the first day of the first Plan Year
beginning on or after December 12, 1994, or, if later, March 12, 1995.

            Notwithstanding  any provision of this Plan to the contrary,  to the
extent that any optional form of benefit under this Plan permits a  distribution
prior  to the  Employee's  retirement,  death,  disability,  or  severance  from
employment, and prior to plan termination,  the optional form of benefits is not
available  with  respect  to  benefits  attributable  to assets  (including  the
post-transfer earnings thereon) and liabilities that are transferred, within the
meaning  of Code  ss.414(l),  to this Plan from a money  purchase  pension  plan
qualified  under Code  ss.401(a)  (other  than any  portion of those  assets and
liabilities attributable to voluntary Employee contributions).



                                 ARTICLE 1997-B
APPENDIX TO UNION BANK OF CALIFORNIA SELECTBENEFIT DEFINED CONTRIBUTION PLAN AND
TRUST,  UNION BANK MASTER DEFINED  CONTRIBUTION PLAN AND TRUST,  UNION BANK PLAN
ACCESS DEFINED  CONTRIBUTION PLAN AND TRUST, AND THE BANK OF CALIFORNIA  DEFINED
CONTRIBUTION MASTER PLAN AND TRUST AGREEMENT

                             USERRA Model Amendment

This amendment is effective December 12, 1994.

            Notwithstanding   any  provision  of  this  Plan  to  the  contrary,
contributions,  benefits and service  credit with respect to qualified  military
service will be provided in accordance with Code ss.414(u). Loan repayments will
be suspended under this Plan as permitted under Code ss.414(u)(4).



<PAGE>


                         CERTIFICATE OF ASSOCIATION WITH
                                  PLAN DOCUMENT



I, the  undersigned,  on behalf of Bay Commercial  Services  certify that I have
associated  Article 1997-A (Rev.  Rul. 94-76) and Article 1997-B (USERRA) to the
Employer's  basic plan document this 30th day of June,  1997. This certifies the
Employer's  amendment of the Union Bank Master  Defined  Contribution  Plan, the
Union  Bank  Plan  Access  Defined  Contribution  Plan  and  Trust,  the Bank of
California Defined  Contribution  Master Plan and Trust Agreement,  or the Union
Bank of California  SELECTBENEFIT Defined Contribution Plan and Trust previously
adopted by the Employer.



                                SPONSOR/EMPLOYER



                                               By: Richard M. Kahler


<PAGE>

                                    ARTICLE A
                         APPENDIX TO BASIC PLAN DOCUMENT

     This Article is necessary to comply with the Unemployment  Compensation  
Amendments Act of 1992 and is an integral part of the basic plan document.  
Section 12.08 applies to any modification or amendment of this Article.

     A-1.  APPLICATIONS.  This Article applies to distributions made on or after
January l, 1993.  Notwithstanding any provision of the Plan to the contrary that
would otherwise limit a distributee's election under this Article, a distributee
may elect, at the time and in the manner  prescribed by the Plan  Administrator,
to have any portion of an eligible  rollover  distribution  paid  directly to an
eligible retirement plan specified by the distributes in a direct rollover.

        A-2.  DEFINITIONS.

               (a)  "Eligible  rollover   distribution."  An  eligible  rollover
distribution  is any  distribution  of all or any  portion of the balance to the
credit of the distributee,  except that an eligible  rollover  distribution does
not include:  any distribution  that is one of a series of  substantially  equal
periodic payments (not less frequently than annually) made for the life (or life
expectancy) of the  distributee or the joint lives (or joint life  expectancies)
of the  distributee  and  the  distributee's  designated  beneficiary,  or for a
specified  period of ten years or more;  any  distribution  to the  extent  such
distribution  is  required  under  Code  ss.401(a)(9);  and the  portion  of any
distribution that is not includible in gross income  (determined  without regard
to the  exclusion  of net  unrealized  appreciation  with  respect  to  employer
securities).

            (b) "Eligible  retirement  plan." An eligible  retirement plan is an
individual  retirement  account  described  in  Code  ss.408(a),  an  individual
retirement  annuity  described in Code  ss.408(b),  an annuity plan described in
Code ss.403(a),  or a qualified trust described in Code ss.401(a),  that accepts
the distributee's  eligible rollover  distribution.  However,  in the case of an
eligible rollover  distribution to the surviving spouse, an eligible  retirement
plan is an individual retirement account or individual retirement annuity.

               (c).  "Distributee." A distributee includes an Employee or former
Employee. In addition,  the Employee's or former Employee's surviving spouse and
the employee's or former Employee's spouse or former spouse who is the alternate
payee under a qualified  domestic relations order, as defined in Code ss.414(p),
are distributees with regard to the interest of the spouse or former spouse.

               (d) "Direct Rollover." A direct rollover is a payment by the Plan
to the eligible retirement plan specified by the distributee.








Copyright L"3 Pension Publications of Denver, Inc.-            4/93   A


<PAGE>


                      NOTICE TO EMPLOYEES OF PLAN AMENDMENT
                                DECEMBER 30, 1993


               [NAME OF PLAN]                               [PLAN NO.]
               401(k) Savings Plan                           002
               [NAME AND ADDRESS OF PLAN ADMINISTRATOR]     [EMPLOYER'S EIN]
               Bay Commercial Services
               1495 East 14th Street
               San Leandro, CA 94577

               [NAME AND ADDRESS OF MASTER PLAN SPONSOR]
               The Bank of California, N.A.
               The Bank of California, N.A./Business Trust 475-15
               PO Box 45000, San Francisco CA 94104

               [ADDRESS OF KEY DISTRICT DIRECTOR HAVING JURISDICTION OF PLAN]
               EP/EO Division
               2 Cupania Circle
               Monterey Park, CA 91754

            The  referenced  plan is an  adoption  of a master  plan  which  has
received an opinion letter from the Key District  Director having-  jurisdiction
of the plan.  The Master  Plan  Sponsor has amended the Master Plan to add a new
article relating to direct  rollovers of eligible  rollover  distributions  paid
from the Plan. The Revenue  Service does not require the Employer to submit this
amendment for a  determination  letter because the language  conforms to a model
amendment published by the Revenue Service.

            RIGHTS OF  INTERESTED  PARTIES.  You have the right to submit to the
Key District Director, at the above address, either individually or jointly with
other  interested  parties,  your  comments  as to  whether  the plan  meets the
qualification  requirements  of the  Internal  Revenue  Code.  You may  instead,
individually or jointly with other interested parties, request the Department of
Labor to submit, on your behalf, comments to the Key District Director regarding
qualification of the plan. If the Department  declines to comment on all or some
of the matters you raise, you may, individually,  or jointly if your request was
made to the Department  jointly,  submit your comments on these matters directly
to the Key District Director.

            REQUESTS FOR COMMENTS BY THE DEPARTMENT OF LABOR.  The Department of
Labor may not comment on behalf of interested  parties unless requested to do so
by the lesser of 10 employees or 10% of the  employees who qualify as interested
parties.  If you request the  Department  to comment,  your  request  must be in
writing and must specify the matters upon which comments are requested, and must
also include:

            (1) The name of the Employer, the name of the plan, the plan number,
the opinion letter number, and name and address of the Master Plan Sponsor,  the
Employer's EIN, the name and address of the plan  administrator  and the address
of the Key District Director having jurisdiction of the plan; and

            (2) The number of persons  needed for the  Department to comment.
A request to the Department to comment should be addressed as follows:
                        Deputy Assistant Secretary
                        Pension and Welfare Benefits Administration
                        U.S. Department of Labor
                        200 Constitution Avenue, N.W.
                        Washington, D.C. 20210
                        ATTN:          3001 Comment Request



<PAGE>


     COMMENTS TO THE INTERNAL REVENUE SERVICE.  Comments submitted by you to the
Key  District  Director  must be in writing  and  received no later than 55 days
after the date of this  notice.  However,  if there are matters that you request
the  Department  of Labor to comment  upon on your  behalf,  and the  Department
declines,  you may submit comments on these matters to the Key District Director
to be received by him within 15 days from the time the  Department  notifies you
that it will not comment on a particular  matter, or no later than 55 days after
the date of this notice,  whichever  is later.  In no event may the Key District
Director  receive your comment later than 70 days after the date of this notice,
even if the Department fails to give you timely notification that it declines to
comment.  A request to the Department to comment on your behalf must be received
by it no  later  than 25 days  after  the  date of this  notice  if you  wish to
preserve your right to comment on a matter upon which the Department declines to
comment,  or no later than 35 days after the date of this  notice if you wish to
waive that right.

     ADDITIONAL  INFORMATION.  Detailed instructions  regarding the requirements
for notification of interested parties may be found in sections 17, 18 and 19 of
Revenue  Procedure 93-6.  Additional  information  concerning  this  application
(including, where applicable, an updated copy of the plan and related trust; the
application  for  determination;  any  additional  documents  dealing  with  the
applications submitted to the IRS; and copies of section 16 of Revenue Procedure
93-6) is available at the Employer's principal and/or local office accessible to
the  interested  parties  during  the  hours  of 10:00  a.m.  to 3:00  p.m.  for
inspection and copying. There is a nominal charge for copying and mailing.


<PAGE>


                                               Defined Contribution Master Plan

                                    ARTICLE B
                         APPENDIX TO BASIC PLAN DOCUMENT

     This Article is necessary to comply with the Omnibus Budget  Reconciliation
Act of 1993  (OBRA  '93) and is an  integral  part of the basic  plan  document.
Section 12.08 applies to any modification or amendment of this Article.

     In  addition to other  applicable  limitations  set forth in the plan,  and
notwithstanding any other provision of the plan to the contrary,  for plan years
beginning on or after January 1, 1994, the annual  compensation of each employee
taken  into  account  under  the plan  shall  not  exceed  the  OBRA '93  annual
compensation  limit.  The OBRA '93  annual  compensation  unit is  $150,000,  as
adjusted by the  Commissioner  for increases in the cost of living in accordance
with Section  401(a)(17)(B)  of the Internal  Revenue Code.  The  cost-of-living
adjustment in effect for a calendar year applies to any period, not exceeding 12
months, over which compensation is determined  (determination  period) beginning
in such  calendar  year.  If a  determination  period  consists of fewer than 12
months, the OBRA '93 annual compensation limit will be multiplied by a fraction,
the numerator of which is the number of months in the determination  period, and
the denominator of which is 12.

     For plan years beginning on or after January 1, 1994, any reference in this
plan to the limitation under Section  401(a)(17) of the Code shall mean the OBRA
93 annual compensation limit set forth in this provision.

     If compensation for any prior determination period is taken into account in
determining  an  employee's  benefits  accruing  in the current  plan year,  the
compensation  for that  prior  determination  period is  subject to the OBRA '93
annual  compensation  limit in effect for that prior  determination  period. For
this purpose,  for  determination  periods beginning before the first day of the
first plan year  beginning  on or after  January  1,  1994,  the OBRA '93 annual
compensation limit is $150,000.


Copyright 1994 Pension Publications of Denver, Inc.                    1/94 . B