EXHIBIT 24.2


                                                         UnionBanCal Corporation
                                                               February 24, 2004

WHEREAS,  officers of  UnionBanCal  Corporation  (the  "Corporation")  have made
presentations  to the Audit  Committee and the Board of Directors  regarding the
Corporation's financial results for the year ended December 31, 2003; and

WHEREAS,  the Audit  Committee has had an  opportunity  to review and comment on
such results; and

WHEREAS,  based on the Audit  Committee's  discussion  with  management  and the
independent  auditors and the Audit Committee's  review of the representation of
management and the report of the  independent  auditors to the Audit  Committee,
the Audit Committee  recommended that the Board of Directors include the audited
consolidated  financial  statements in the Company's  Annual Report on Form 10-K
for the year  ended  December  31,  2003,  to be filed with the  Securities  and
Exchange Commission;

NOW,  THEREFORE,  BE IT RESOLVED that the President and Chief Executive Officer,
the Deputy  Chairman,  the Vice  Chairmen and the Executive  Vice  President and
Chief Financial Officer and such other officers of the Corporation as they shall
designate  in writing,  be, and they hereby are,  authorized  and  empowered  on
behalf of the  Corporation to execute the Form 10-K, in  substantially  the form
submitted to the Board, and file it with the Securities and Exchange  Commission
pursuant to the Securities Exchange Act of 1934, as amended, and with such other
governmental  agencies or  instrumentalities  as such officers deem necessary or
desirable, and to prepare, execute, deliver and file any amendment or amendments
to the Form 10-K, as they may deem necessary or appropriate,  provided, however,
that prior to filing,  all  proposed  changes to the draft Form 10-K,  which was
presented to the Board, shall be reviewed with the Chair of the Audit Committee,
who shall  determine if the  substantive  nature of the changes  warrant further
discussion with the full Audit Committee; and

FURTHER  RESOLVED that David I. Matson,  David A. Anderson and John H. McGuckin,
Jr.,  be, and each of them with full power to act without  the other  hereby is,
authorized and empowered to prepare, execute, deliver and file the Form 10-K and
any  amendment  or  amendments  thereto  on behalf of and as  attorneys  for the
Corporation  and on behalf of and as  attorneys  for any of the  following:  the
chief executive officer,  the chief financial officer,  the principal accounting
officer, and any other officer of the Corporation.

     I  certify  that the  foregoing  resolution  was  adopted  by the  Board of

Directors of UnionBanCal  Corporation at the Regular  Meeting of said Board held

on February 24, 2004.

     I further  certify that the foregoing  resolution now stands on the records

of the books of the Corporation and has not been modified, repealed or set aside

in any manner whatsoever and is now in full force and effect.

     Dated: February 24, 2004

                                    /S/ JOHN H. MCGUCKIN, JR.
                                    --------------------------------
                                    John H. McGuckin, Jr.
                                    Secretary