EXHIBIT 10.5

UNION BANK OF
CALIFORNIA, N.A.

SUPPLEMENTAL EXECUTIVE  RETIREMENT PLAN FOR  POLICY MAKING OFFICERS

As
Amended and Restated Effective
January 1, 2005

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ESTABLISHMENT
AND
PURPOSE

Effective
January 1, 1999, Union Bank of California, National Association establishes the Union Bank Supplemental Executive Retirement Plan for Policy Making Officers to provide
certain executives with retirement benefits in excess of those benefits provided under the Company's Retirement Plan.

Using
an earnings definition based on base pay, and bonuses and incentive payments and based on service completed on or after January 1, 1997, but excluding other forms of
compensation, the Plan supplements benefits under the Retirement Plan to the extent such benefits are reduced due to the limits of Sections 401(a)(17) and 415 of the Code. The Plan is intended
to be an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees, as described in Sections 201(2),
301(a)(3) and 401(a)(1) of ERISA.

The
Bank hereby amends and restates the Plan in its entirety effective January 1, 2005, to comply with the requirements of Section 409A of the Code, and in certain other
respects.

ARTICLE 1DEFINITIONS

Except
as follows, all capitalized terms used in this Plan have the same meaning as in the Retirement Plan:

1.1   "Bank"
means Union Bank of California, National Association, a national banking association organized under the laws of the United States, or any successor in interest.
Prior to April 1, 1996 the Bank was known as Union Bank.

1.2   "Board"
means the Board of Directors of the Bank.

1.3   "Company"
means the Bank and any other corporation, trade or business which is authorized to participate in the Plan by the Board and which constitutes a controlled
group or an affiliated service group of which the Bank is a member, or are under common control with the Bank, within the meaning of Code Section 414(b), (c), (m), or (0), but only for the
period during which the relationship exists.

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

1.4   "Participant"
means an executive of the Company who participates in the Plan pursuant to Article 2.

1.5   "Plan"
means this Union Bank of California N.A. Supplemental Executive Retirement Plan for Policy Making Officers.

1.6   "Plan
Earnings" means, notwithstanding the Retirement Plan's definition of Earnings, for purposes of determining a Participant's accrued benefit under the Plan, a
Participant's regular base salary or wages received for services rendered to the Company, including bonuses and incentive payments based on services completed on or after January 1, 1997, base
salary deferred under the Company's Senior Management Deferred Compensation Plan, Separation Pay Plan payments, and amounts deferred pursuant to Code Section 125, 401(k), 402(e)(3), 402(h) or
403(b) which if paid, would have been Plan Earnings. Plan Earnings do not include commissions, overtime, premium payments, restricted stock awards, bargain element on stock options, special amounts or
payments, or indemnities.

1.7   "Retirement
Plan" means the Union Bank of California Retirement Plan.

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ARTICLE 2PARTICIPATION

The
Participants in the Plan shall be those Company employees who are policy making officers and who are selected for Plan participation by the Bank. The Bank's chief executive officer
shall recommend Company employees for consideration to the Executive Compensation and Benefits Committee of the Board (the "Committee"), and the Committee shall approve the employees who will be
allowed to participate in the Plan.

ARTICLE 3RETIREMENT AND DISABILITY BENEFITS

A
Participant shall be entitled to a benefit under this Plan only if he or she is vested in and is eligible for: (1) a Normal Retirement Benefit under Section 3.1 of the
Retirement Plan, (2) an Early Retirement Benefit under Sections 3.2 to 3.7 or 3.9A of the Retirement Plan, or (3) a Deferred Retirement Benefit under Section 3.10 of the
Retirement Plan. No benefits shall be paid under this Plan with respect to a Participant who is not entitled to a benefit under the sections of the Retirement Plan referenced in the preceding
sentence; in particular, no benefits shall be paid under this Plan with respect to a Participant who is only entitled to benefits under the Retirement Plan pursuant to Section 3.9 (Vested
Terminated Participants) or Article V (Death Benefits), or Article VI (Disability Benefits), except as set forth in Sections 4.4 or 4.6 of this Plan.

ARTICLE 4BENEFIT CALCULATION AND DISTRIBUTION

4.1Normal Retirement.    A Participant who is eligible for a Normal Retirement Benefit under the Retirement Plan
shall receive a normal retirement benefit hereunder equal to the excess of (1) the Participant's Normal Retirement Benefit under the Retirement Plan, calculated using Plan Earnings as defined
in Section 1.6 but without regard to the limits of Code Sections 401(a)(17) and 415, over (2) the Participant's Normal Retirement Benefit under the Retirement Plan. A normal
retirement benefit hereunder shall be calculated as of the date that the Participant's employment terminates and shall commence as of the first day of the next calendar month, without regard to the
date that benefits commence under the Retirement Plan. If the Participant is married or, effective May 1, 2006, 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, effective May 1, 2006, 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.

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4.2Early Retirement.    A Participant who is eligible for an Early Retirement Benefit under the Retirement Plan
shall receive an early retirement benefit hereunder equal to the excess of (1) the Participant's Early Retirement Benefit under the Retirement Plan, calculated using Plan Earnings as defined in
Section 1.6 but without regard to the limits of Code Sections 401(a)(17) and 415, over (2) the Participant's Early Retirement Benefit under the Retirement Plan. An early
retirement benefit hereunder shall be calculated as of the date that the Participant's employment terminates and shall commence as of the first day of the next calendar month, even if the Participant
elects a later Early Retirement Date under the Retirement Plan. If the Participant is married or, effective May 1, 2006, 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, effective May 1, 2006, 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.

4.3Deferred Retirement.    A Participant who is eligible for a Deferred Retirement Benefit under the Retirement
Plan shall receive a deferred retirement benefit hereunder equal to the excess of (1) the Participant's Deferred Retirement Benefit under the Retirement Plan, calculated using Plan Earnings as
defined in Section 1.6 but without regard to the limits of Code Sections 401(a)(17) and 415, over (2) the Participant's Deferred Retirement Benefit under the Retirement Plan. A
deferred retirement benefit hereunder shall be calculated as of the date that the Participant's employment terminates and shall commence as of the first day of the next calendar month, without regard
to the date that benefits commence under the Retirement Plan. If the Participant is married or, effective May 1, 2006, 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, effective May 1, 2006, 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.

4.4Disability Benefits.    A Participant who becomes Disabled (as defined below) shall be entitled to a benefit
under this Plan only under the following circumstances:



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4.5Small Benefits.    If the Actuarial Equivalent lump sum value of any benefit payable hereunder is $10,000 or
less ($5,000 or less for benefits payable before the date of adoption of this amendment and restatement), payment of the benefit shall be made in a single lump sum in cash on the date the benefit
would otherwise commence, provided that, to the extent required under Section 409A of the Code, the payment results in the termination and liquidation of the entirety of the Participant's
interest under the Plan and all other deferred compensation arrangements which, together with the Plan, are treated as a single plan under Section 409A of the Code.

4.6Preretirement Death Benefit For Surviving Spouse Or Domestic Partner.    Effective May 1, 2006, 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:



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4.7Election of Actuarially Equivalent Life Annuities.    Effective upon the date of adoption of this amendment and
restatement, in accordance with such procedures as the Committee may promulgate from time to time, a Participant may elect to change the form of payment of his or her benefit to a single life annuity,
or to a 50%, 662/3%, 75% or 100% joint and survivor annuity with the Participant's spouse or Domestic Partner as the joint annuitant, before any annuity payment has been made, provided
that the annuities are actuarially equivalent applying reasonable actuarial assumptions, and that the change complies with the requirements of Section 409A of the Code.

4.8Distributions to a Specified Employee.    Notwithstanding any other provision of the Plan, payments otherwise
required to be made or commence upon the termination of employment of a Participant who is a "specified employee" (within the meaning of Section 409A of the Code and applicable regulations
thereunder, as determined by the Committee) at the time of such termination shall be delayed and paid, without interest, upon the earlier of (i) the first business day which is at least six
months and one day following the date of such termination of employment, or (ii) the death of the Participant, to the extent that the Committee determines that such delayed payment is required
in order to avoid a violation of Section 409A of the Code.

4.9Delayed Payments.    To the extent permitted under Section 409A of the Code, the Committee may, in its
discretion, delay the payment of any benefit hereunder beyond the date otherwise provided under the Plan in the following circumstances:



4.10Accelerated Payments.    The acceleration of the time or schedule of any payment prior to the date or dates
otherwise provided under the Plan is prohibited except as permitted under Section 409A of the Code. To the extent permitted under Section 409A of the Code, the Committee may, in its
discretion, accelerate payment under the following circumstances:



4.11Separation From Service.    Notwithstanding any provision of the Plan to the contrary, references to
"termination of employment" shall mean a "separation from service" which qualifies as a permitted payment event for purposes of Section 409A of the Code.

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ARTICLE 5AMENDMENT AND TERMINATION

The
Board reserves the right at any time to modify or amend by a duly adopted resolution of the Board or a duly delegated committee of the Board any or all of the provisions of the Plan
(including a retroactive amendment required to comply with Code Section 409A). Notwithstanding the preceding sentence, no such modification or amendment will reduce the benefits earned by a
Participant prior to the date of the amendment or modification, except that such benefits may be reduced because of an increase in benefits payable under the Retirement Plan. No distributions will be
made prior to the date or dates otherwise provided under the Plan, unless earlier distribution is permitted under Code Section 409A.

ARTICLE 6MISCELLANEOUS PROVISIONS

6.1Plan Administration.    The Bank shall be the plan administrator and the named fiduciary within the meaning of
ERISA. In administering the Plan, the Bank shall act through the Employee Deferred Compensation and Benefit Plans Administrative Committee, which shall be delegated the full power, discretion and
authority to interpret, construe and administer the Plan and any part thereof. The Committee's interpretation and construction of the Plan, and actions thereunder, shall be binding and conclusive on
all persons for all purposes. All actuarial determinations shall be made by the actuary for the Retirement Plan, and the Committee shall be entitled to rely on the good faith determinations of such
actuary. The Committee shall make appropriate arrangements for satisfaction of any federal or state payroll withholding tax required upon the accrual or payment of any Plan benefits.

6.2Claims Procedures.    Claims for benefits under this Plan shall be brought in accordance with the claims
procedures set forth in Article X of the Retirement Plan, which is hereby incorporated herein by reference.

6.3No Employment Contract.    Nothing in this Plan shall be construed to limit in any way the rights of a Company
to terminate an employee's employment at any time for any reason whatsoever; nor shall it be evidence of any agreement or understanding, express or implied, that a Company will employ an employee in
any particular position or permit an employee to participate in any compensation or benefit programs.

6.4Non-Alienation of Benefits.    No benefit payable under this Plan may be assigned, pledged,
mortgaged, or hypothecated, or shall be subject to legal process or attachment for the payment of claims of any creditor of a Participant or the surviving spouse of a Participant.

6.5No Funding Obligation.    This Plan shall not be construed to require the Bank to fund any of the benefits
payable under this Plan nor to require the establishment of a trust. The Bank, in its sole discretion, may make such arrangements as it desires to provide for the payment of any benefits hereunder,
and no person shall have any claim against a particular fund or asset owned by the Bank or in which it has an interest to secure the payment of a Company's obligations hereunder.

6.6Entire Agreement.    This Plan document contains the entire obligation of the Bank to provide benefits
described herein. The Plan document may not be modified by any oral statement or agreement and may be modified only by a written amendment executed by a duly authorized officer of the Bank.

6.7Governing Law.    This Plan and all rights hereunder shall be governed by and construed in accordance with
ERISA applicable to Top Hat plans, and laws of the State of California to the extent not preempted.

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6.8Section 409A.    This Plan is intended to comply, in form and operation, with Section 409A of the
Code, and its provisions shall be interpreted consistent therewith. Notwithstanding any provision of the Plan to the contrary, no distributions will be made under the Plan earlier or later than
permitted under the requirements of Code Section 409A.

| |  | Dated: October 23, 2007            
| |  | -----------------------------------
| |  | UNION BANK OF CALIFORNIA, N.A.     
| |  | By:                                
| |  | As Its: Director of Human Resources

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