# **EXHIBIT 24.1**

#  

# POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that eachof UnionBanCal Corporation and the several undersigned officers and directorswhose signatures appear below, hereby makes, constitutes and appoints David I.Matson, David A. Anderson, John H. McGuckin, Jr., and Morris W. Hirsch and eachof them acting individually, its, his and her true and lawful attorneys withpower to act without any other and with full power of substitution, to prepare,execute, deliver and file in its, his and her name and on its, his and herbehalf, and in each of the undersigned officer’s and director’s capacity orcapacities as shown below, an Annual Report on Form 10-K for the year endedDecember 31, 2005, and all exhibits thereto and all documents in supportthereof or supplemental thereto, and any and all amendments or supplements tothe foregoing, hereby ratifying and confirming all acts and things which saidattorneys or attorney might do or cause to be done by virtue hereof.

 

IN WITNESS WHEREOF, UnionBanCal Corporationhas caused this power of attorney to be signed on its behalf, and each of theundersigned officers and directors, in the capacity or capacities noted, hashereunto set his or her hand as of the date indicated below.

 
|   | UNIONBANCAL CORPORATION |
|--------|-------------------------|
|   |                    |
|   |                    |
|   | By                      | /s/  Takashi Morimura |   |
|   |                    |   |
|   |                    |   Name: Takashi Morimura |
|   |                    |   Title:   President and Chief Executive Officer |
|   |                    |   |
| Dated: | March 1, 2006           |   |   |
|        |                         |  |  |  |  |  |

 

 
| **Signature**           | ** ** | **Title**  |
|-------------------------|------------|------------|
| ** **              | ** ** | ** ** |
| ** **              | ** ** | ** ** |
| /s/  Aida M. Alvarez    | ** ** | ** ** |
| Aida  M. Alvarez   |       | Director   |
|                    |       |       |
|                    |       |       |
| /s/  David R. Andrews   |       |       |
| David  R. Andrews  |       | Director   |
|                    |       |       |
|                    |       |       |
| /s/  L. Dale Crandall   |       |       |
| L.  Dale Crandall  |       | Director   |

 

----

 
| /s/  Richard D. Farman     |   |     |
|----------------------------|--------|----------|
| Richard  D. Farman    |   | Director |
|                       |   |     |
|                       |   |     |
| /s/  Stanley F. Farrar     |   |     |
| Stanley  F. Farrar         |   | Director |
|                       |   |     |
|                       |   |     |
| /s/  Philip B. Flynn       |   |     |
| Philip  B. Flynn           |   | Director |
|                       |   |     |
|                       |   |     |
| /s/  Michael J. Gillfillan |   |     |
| Michael  J. Gillfillan     |   | Director |
|                       |   |     |
|                       |   |     |
| /s/  Ronald L. Havner, Jr. |   |     |
| Ronald  L. Havner, Jr.     |   | Director |
|                       |   |     |
|                       |   |     |
| /s/  Norimichi Kanari      |   |     |
| Norimichi  Kanari          |   | Director |
|                       |   |     |
|                       |   |     |
| /s/  Mary S. Metz          |   |     |
| Mary  S. Metz              |   | Director |
|                       |   |     |
|                       |   |     |
| Shigemitsu  Miki           |   | Director |
|                       |   |     |
|                       |   |     |
| /s/  Takashi Morimura      |   |     |
| Takashi  Morimura          |   | Director |

 

----

 
| /s/  J. Fernando Niebla |   |     |
|-------------------------|--------|----------|
| J.  Fernando Niebla     |   | Director |
|                    |   |     |
|                    |   |     |
| /s/  Masashi Oka        |   |     |
| Masashi  Oka            |   | Director |
|                    |   |     |
|                    |   |     |
| /s/  Tetsuo Shimura     |   |     |
| Tetsuo  Shimura         |   | Director |
|                    |   |     |
|                    |   |     |
| /s/  Dean A. Yoost      |   |     |
| Dean  A. Yoost          |   | Director |

 

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