Exhibit 10.2

                        AMENDMENT TO EMPLOYMENT AGREEMENT
                        ---------------------------------

     THIS  AMENDMENT  to  the  Employment   Agreement   between  Union  Bank  of
California, N.A. (the "Bank") and David I. Matson ("Mr. Matson") effective as of
January 1, 1998 (the  "Agreement")  is entered  into by and between the Bank and
Mr. Matson, and such Amendment shall be effective as of May 1, 2005.

     WHEREAS, the parties wish to make certain modifications thereto pursuant to
Paragraph 11 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 1 of the  Agreement  is hereby  amended  and  restated in its
entirety as follows:

          "1. REPRESENTATIONS AND WARRANTIES.
              ------------------------------

          The Bank  represents  that it is fully  authorized  to enter into this
     Agreement.  Mr. Matson  warrants  that he is under no employment  contract,
     bond,  confidentiality  agreement,  or any  other  obligation  which  would
     violate or be in conflict with the terms and  conditions of this  Agreement
     or encumber  his  performance  of duties  assigned to him by the Bank.  Mr.
     Matson  further  warrants  that  he has  not  signed  or  committed  to any
     employment or consultant duties or other obligations which would divert his
     attention from the duties assigned to him by the Bank under this Agreement.
     The parties do not intend to include  within the meaning of this  paragraph
     Mr. Matson's  service at the request of the Bank's Chief Executive  Officer
     for  nonprofit,  charitable,  or trade  associations  or on the  boards  of
     directors or other governing  bodies of business  enterprises  unrelated to
     the Bank and not in a business competitive with a business of the Bank."

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

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

          Mr.  Matson shall be employed as a Vice Chair of the Bank and its CFO.
     Mr. Matson also shall hold the position of Vice Chair of UNBC; however, Mr.
     Matson  shall not be a director of UNBC's  Board of  Directors  pursuant to
     this Agreement. Mr. Matson hereby accepts such employment. Mr. Matson shall
     devote his time, ability, attention, energy, knowledge and skill solely and


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     exclusively to performing all reasonable  duties as a Vice Chair and CFO as
     assigned to him by the Bank's Chief Executive Officer."

     4.  Paragraph 3 of the  Agreement  is hereby  amended  and  restated in its
entirety as follows:

          "3. BASE SALARY.
              -----------

          In consideration for Mr. Matson's services to the Bank during the time
     period in which this  Agreement is  effective,  Mr.  Matson shall  receive,
     retroactive to March 15, 2005, a base salary of Four Hundred Fifty Thousand
     Dollars ($450,000.00) per annum to be paid in equal installments as per the
     Bank's  salary  administration  program,  and subject to annual  review and
     increases at the  discretion  of the  Executive  Compensation  and Benefits
     Committee of the Bank's Board of  Directors,  the Bank's Board of Directors
     (the  "Board")  or any other  committee  constituted  by the Board for this
     purpose (as  applicable,  the  "Committee").  Annual  base salary  shall be
     competitive  with  the  annual  base  salaries  for  comparable   executive
     positions  at banks  of  similar  size  and  focus,  as  determined  at the
     discretion of the Committee."

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

          "a. BONUS.  Mr. Matson shall be entitled to  participate in the Bank's
              -----
     Senior  Management Bonus Plan or its successor,  subject to the eligibility
     requirements   and  other  terms  and  conditions  of  such  Plan  and  the
     determinations of the administrator of such Plan. Mr. Matson's target bonus
     under the Senior  Management  Bonus  Plan for 2005 shall be eighty  percent
     (80%) of base salary,  subject to annual  review and increases or decreases
     at the  discretion  of the  Committee,  based on the  median  annual  bonus
     targets for  comparable  executive  positions  at banks of similar size and
     focus (as determined at the discretion of the Committee)."

     6.  Paragraph  4(b) of the Agreement is hereby  amended and restated in its
entirety as follows:

          "b. LONG TERM  INCENTIVES.  Mr. Matson 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 UNBC  Management  Stock Plan or its
     successor and the award of  performance  shares under the UNBC  Performance
     Share Plan or its successor.  Mr.  Matson's  target award for 2005 shall be
     valued at two hundred  percent (200%) of base salary.  Notwithstanding  the
     preceding sentence, determinations of the amount of any award to Mr. Matson
     shall be made at the discretion of the Committee,  subject to annual review
     and increases or decreases, based on the median long term incentive targets
     for comparable  executive  positions at banks of similar size and focus (as
     determined at the discretion of the Committee)."


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     7.  Paragraph  4(d) of the Agreement is hereby  amended and restated in its
entirety as follows:

          "d. SUPPLEMENTAL RETIREMENT BENEFITS. During his employment under this
              --------------------------------
     Agreement Mr. Matson shall be a participant  under the Bank's  Supplemental
     Executive  Retirement  Plan for Policy Making Officers (the "PMO SERP") and
     under the Union Bank  Executive  Supplemental  Benefit Plan;  the latter of
     which is a plan of a  predecessor  of the Bank and  copies of each plan are
     attached  hereto as Exhibit D. The  supplemental  plans  referred to in the
     preceding  sentence,  together  with the  Bank's  retirement  plans  now or
     hereafter in effect,  shall  collectively be referred to hereinafter as the
     "Retirement Plans."

     8.  Paragraph 5 of the  Agreement  is hereby  amended  and  restated in its
entirety as follows:

          "5. OUTSIDE ACTIVITIES.
              ------------------

          During the term of this  Agreement,  and subject to  paragraph  1, Mr.
     Matson shall devote his time,  ability,  attention,  energy,  knowledge and
     skill to the business of the Bank.  During the term of this Agreement,  Mr.
     Matson shall not, directly or indirectly,  either as an employee, employer,
     consultant,  agent,  principal,  partner,  shareholder,  corporate officer,
     director,  or in any other  capacity,  engage or assist any third  party in
     engaging in any business competitive with the business of the Bank, UNBC or
     their  subsidiaries,  without  the  written  approval  of the Bank's  Chief
     Executive  Officer.  Investments in publicly  traded  corporations  through
     brokerage accounts or in mutual funds, or depositor/borrower  relationships
     with other  financial  institutions  are not intended to be covered by this
     paragraph.  Following his  employment  with the Bank,  Mr. Matson shall not
     engage  in unfair  competition  with the Bank or aid  others in any  unfair
     competition  with  the  Bank.  For  purposes  of  this  Agreement,  "unfair
     competition"  shall  mean a  violation  by  Mr.  Matson  of any  continuing
     obligation he may have pursuant to the Bank's Business Standards of Conduct
     regarding the use or disclosure of the Bank's confidential information, but
     shall  not  include  use  or   disclosure  by  Mr.  Matson  of  the  Bank's
     confidential  information where such information has become generally known
     in the financial  services  industry  other than through an improper act of
     Mr. Matson or Mr. Matson's legally required reporting or disclosure of such
     information."

     9.  Paragraph  6(f) is hereby  amended  and  restated  in its  entirety  as
follows:

          "f. BY MR. MATSON FOR CAUSE.  Subject to the further  conditions  next
              -----------------------
     described,  Mr.  Matson may terminate  this  Agreement by giving sixty (60)
     days' written notice to the Bank if he has incurred a material reduction of
     his duties, title or responsibility (including Mr. Matson no longer serving
     in the  capacity  or under the  title of CFO but  excluding  Mr.  Matson no
     longer  serving  under the title of Vice Chair),  a reduction in his annual
     base salary or a reduction in his overall  compensation  package  below the
     median package for comparable  executive positions at banks of similar size
     and


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     focus  (this  peer  group  to  be  determined  at  the  discretion  of  the
     Committee).  In order to elect to terminate this Agreement pursuant to this
     subparagraph  6(f),  Mr. Matson must submit the written  notice to the Bank
     within sixty (60) days of the  reduction.  Mr. Matson shall not be entitled
     to elect to terminate this Agreement  pursuant to this subparagraph 6(f) if
     prior to Mr.  Matson's  termination  date the Bank corrects the  deficiency
     upon which Mr. Matson's  resignation is based. In the event that Mr. Matson
     is  entitled to and elects to  terminate  this  Agreement  pursuant to this
     subparagraph  6(f), (i) he shall be entitled to receive salary and benefits
     as set forth in paragraphs 3 and 4 of this Agreement  through the effective
     date of termination, and (ii) if he has not yet attained age 65 at the time
     of his  termination  of  employment  and  further  has,  at the time of his
     termination  of  employment,  previously  executed the "General and Special
     Release"  (attached  hereto as Exhibit A), then in  consideration  for such
     Release,  the Bank will provide Mr. Matson with the salary continuation and
     benefits set forth in subparagraphs  6(d)(i)(A),  (B), (C), (D) and (E). In
     the event Mr.  Matson dies while  receiving  salary  continuation  benefits
     described in subparagraph  6(d)(i)(A) above, then Mr. Matson shall have the
     remaining salary continuation,  if any, paid to his Designated  Beneficiary
     under Exhibit C attached hereto."

     10. A new Paragraph 19 is hereby added to the Agreement as follows:

          "19. EFFECT OF DEFERRED COMPENSATION REGULATIONS.
               -------------------------------------------

          Mr.  Matson  and the Bank  acknowledge  that Mr.  Matson's  receipt of
     certain   benefits  under  this  Agreement   otherwise   payable  upon  the
     termination  of Mr.  Matson'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.  Matson's   separation  from  service.   Mr.  Matson
     acknowledges  and agrees that should the Bank in good faith  determine that
     any such benefits to be provided upon termination to Mr. Matson pursuant to
     this  Agreement are subject to Section 409A, the Bank may delay the payment
     of such  benefits  for at least six (6) months (or such other period as may
     be  applicable),  after first  notifying  Mr. Matson of its intention to do
     so."

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

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

     13. 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.


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     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



Dated:  5/25/05                            /S/DAVID I. MATSON
      -----------                  -------------------------------------
                                              David I. Matson















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