Exhibit 10.1

                        AMENDMENT TO EXECUTIVE AGREEMENT
                        --------------------------------

     THIS AMENDMENT to the Executive Agreement between Union Bank of California,
N.A.  (the  "Bank") and Philip B. Flynn ("Mr.  Flynn")  effective as of April 1,
2004 (the  "Agreement")  is entered into by and between the Bank and Mr.  Flynn,
and such Amendment shall be effective as of May 1, 2005.

     WHEREAS, the parties wish to make certain modifications thereto pursuant to
Paragraph 13 of the Agreement;

     NOW,  THEREFORE,  in  consideration  of the  foregoing  and of the material
promises and conditions  contained in the Agreement and in this  Amendment,  the
parties agree as follows:

     1. The Agreement and all exhibits attached thereto are hereby  incorporated
by  reference   herein  and  made  a  part  hereof,   subject  to  the  specific
modifications set forth herein.

     2.  Paragraph 2 of the  Agreement  is hereby  amended  and  restated in its
entirety as follows:

     "2. EMPLOYMENT AND DUTIES.
         ---------------------

          Mr.  Flynn shall be employed as a Vice Chair of the Bank and its Chief
     Operating  Officer ("COO").  Mr. Flynn also shall hold the position of Vice
     Chair and Chief  Operating  Officer of UNBC.  Mr. Flynn hereby accepts such
     employment.  Mr. Flynn shall devote his time, ability,  attention,  energy,
     knowledge and skill to performing all reasonable duties as a Vice Chair and
     COO as assigned to him by the Bank's Chief Executive  Officer ("CEO"),  the
     Bank's  Board of  Directors  (the  "Board")  and/or  the UNBC  Board  (when
     referred to collectively with the Bank's Board, the "Boards"). In addition,
     Mr. Flynn shall  continue to serve as a policy  making  officer of the Bank
     and of UNBC."

     3. Paragraph 5(a)(i) of the Agreement is hereby amended and restated in its
entirety as follows:

     "(i) BASE SALARY.  In  consideration  for Mr. Flynn's services to the Bank,
          -----------
     Mr. Flynn shall  receive,  retroactive  to March 15, 2005, a base salary of
     not less than Six Hundred  Thousand Dollars  ($600,000.00)  per annum to be
     paid in equal installments as per the Bank's salary administration program.
     Such amount,  as may be increased  from time to time,  shall be referred to
     herein as "Base Salary.""

     4.  Paragraph  5(a)(ii) of the Agreement is hereby  amended and restated in
its entirety as follows:



                                      -1-

<PAGE>


     "(ii) SENIOR MANAGEMENT BONUS PLAN. Mr. Flynn shall continue to participate
           ----------------------------
     in the Bank's Senior  Management  Bonus Plan or any successor  thereto (the
     "Bonus Plan"), subject to the eligibility  requirements and other terms and
     conditions of the Bonus Plan and the determinations of the administrator of
     such plan pursuant to the terms thereof. Mr. Flynn's target bonus under the
     Bonus Plan for 2005 shall be one hundred percent (100%) of Base Salary."

     5.  Paragraph  5(a)(iii) of the Agreement is hereby amended and restated in
its entirety as follows:

     "(iii) LONG TERM  INCENTIVES.  Mr.  Flynn  shall be eligible  for long term
            ---------------------
     incentive awards available to policy making officers. Awards may consist of
     one or more  types of long term  incentives,  including  the grant of stock
     options and restricted stock under the UnionBanCal  Corporation  Management
     Stock Plan or any  successor  thereto  (the "Stock  Plan") and the award of
     performance shares under the UnionBanCal Corporation Performance Share Plan
     or any  successor  thereto (the  "Performance  Share  Plan"),  with a total
     target economic value for 2005 of  approximately  two hundred fifty percent
     (250%) of Mr. Flynn's Base Salary. Any awards of long term incentives shall
     be  subject  to  the  terms  and  conditions  of the  Stock  Plan  and  the
     Performance  Share  Plan,  as  applicable,  and the  determinations  of the
     respective administrators of such plans pursuant to the terms thereof."

     6. The reference in Paragraph  7(c) to "CFSG Group Head" is hereby  amended
to read "COO."

     7. The  reference  in  Paragraph  7(f) to  "Group  Head of CFSG" is  hereby
amended to read "COO."

     8. A new Paragraph 21 is hereby added to the Agreement as follows:

          "21. EFFECT OF DEFERRED COMPENSATION REGULATIONS.

          Mr. Flynn and the Bank acknowledge that Mr. Flynn's receipt of certain
     benefits under this Agreement otherwise payable upon the termination of Mr.
     Flynn's  employment may be subject to Section 409A of the Internal  Revenue
     Code or  similar  laws  regulating  the  payment of  deferred  compensation
     ("Section  409A"),  which,  if  applicable,  could  require  a delay in the
     payment of such benefits for a period of at least six (6) months  following
     Mr. Flynn's separation from service. Mr. Flynn acknowledges and agrees that
     should  the Bank in good  faith  determine  that any  such  benefits  to be
     provided  upon  termination  to Mr. Flynn  pursuant to this  Agreement  are
     subject to Section 409A,  the Bank shall delay the payment of such benefits
     for at least six (6) months (or such  other  period as may be  applicable),
     after first notifying Mr. Flynn of its intention to do so."

     9. Except as expressly modified by this Amendment, the terms and provisions
of the Agreement shall remain unchanged and in full force and effect.


                                      -2-


<PAGE>


     10. Any  modification to this Amendment shall be effective only if it is in
writing and signed by the parties to be bound thereby.

     11. This  Amendment  (including the Agreement and exhibits to the Agreement
incorporated  herein by reference)  constitutes the entire agreement between the
parties hereto with respect to the changes to the Agreement provided for in this
Amendment  and  supersedes  all  prior  or  contemporaneous  written  or  verbal
agreements and  understandings  among the parties in connection with the subject
matter thereof.

     IN WITNESS WHEREOF,  the parties have executed this Amendment by their duly
authorized officers or agents.



Dated:  5/25/05                  UNION BANK OF CALIFORNIA, N.A.
      ----------


                                 By      /S/PAUL E. FEARER
                                   ----------------------------------
                                            Paul E. Fearer
                                        Executive Vice President

AGREED AS APPLICABLE:

Dated:  5/25/05                  UNIONBANCAL CORPORATION
      ----------


                                 By      /S/PAUL E. FEARER
                                   -----------------------------------
                                            Paul E. Fearer
                                       Executive Vice President


Dated:  5/26/05                          /S/PHILIP B. FLYNN
      ----------                    ----------------------------------
                                            Philip B. Flynn









                                      -3-