**EXHIBIT 10.2**

** **

**AMENDMENTNUMBER ONE TO THEUNION BANK OF CALIFORNIA, N.A. SUPPLEMENTALEXECUTIVE RETIREMENT PLANFOR POLICY MAKING OFFICERSEffective as of November 1, 1999**

WHEREAS, Union Bank of California, NationalAssociation (the “Company”) established and maintains the Union Bank ofCalifornia N.A. Supplemental Executive Retirement Plan for Policy MakingOfficers, effective as of November 1, 1999 (the “Plan”); and

WHEREAS, the Company desires to amend the Plan toprovide that the retirement benefits of a participant who has a domesticpartner (as defined in the Union Bank of California Retirement Plan) at thetime of his or termination of employment will be distributed in the form of a50% joint and survivor annuity with such domestic partner;

WHEREAS, the Company desires to amend the Plan toprovide that preretirement death benefits will be distributed to a participant’ssurviving spouse or domestic partner;

NOW, THEREFORE, the Plan is amended as follows,effective as of May 1, 2006:

# 1.                                       Anew Section 1.3A is added to read as follows:

1.3A                       DomesticPartner means Domestic Partner, as defined in the Union Bank of CaliforniaRetirement Plan.

# 2.                                       The following clause is added at the endof Article 3:

“, except as set forth in Section 4.6 of this Plan.”

# 3.                                       The last two sentences of Section 4.1(Normal Retirement) are amended in their entirety to read as follows:

“If the Participant is married or has a Domestic Partner when his orher employment terminates, then the normal retirement benefit hereunder shallbe paid to the Participant in the form of a 50% joint and survivor annuity withthe Participant’s spouse or Domestic Partner as the joint annuitant.  If the Participant is unmarried and does nothave a Domestic Partner when his or her employment terminates, then the normalretirement benefit hereunder shall be paid to the Participant in the form of asingle life annuity.”

# 4.                                       The last two sentences of Section 4.2(Early Retirement) are amended in their entirety to read as follows:

“If the Participant is married or has a Domestic Partner when his orher employment terminates, then the early retirement benefit hereunder shall bepaid to the Participant in the form of a 50% joint and survivor annuity withthe Participant’s spouse or Domestic Partner designated as the jointannuitant.  If the Participant isunmarried and does not have a Domestic Partner when his or her 

 

 

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employment terminates, then the early retirement benefit hereundershall be paid to the Participant in the form of a single life annuity.”

# 5.                                       The last two sentences of Section 4.3(Deferred Retirement) are amended in their entirety to read as follows:

“If the Participant is married or has a Domestic Partner when his orher employment terminates, then the deferred retirement benefit hereunder shallbe paid to the Participant in the form of a 50% joint and survivor annuity withthe Participant’s spouse or Domestic Partner as the joint annuitant.  If the Participant is unmarried and does nothave a Domestic Partner when his or her employment terminates, then thedeferred retirement benefit hereunder shall be paid to the Participant in theform of a single life annuity.”

# 6.                                       A new Section 4.6 is added at the end ofArticle 4:

4.6                                 Preretirement Death Benefit ForSurviving Spouse Or Domestic Partner.  Upon the death of aParticipant 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 toretire from the Company and receive a Normal Retirement Benefit, an EarlyRetirement Benefit, or a Deferred Retirement Benefit from the Retirement Plan,his or her surviving spouse or surviving Domestic Partner, if any, shall beentitled to the monthly benefit that would have been payable to such spouse orDomestic Partner under this Article 4, if the Participant had:

## (a)                                  terminated employment on the date ofdeath,

## (b)                                 commenced receiving a 50% joint andsurvivor annuity with the Participant’s spouse or Domestic Partner designatedas the joint annuitant, and

## (c)                                  died on the following day.

To record this Amendment Number One of thePlan, the Company has caused it to be executed on this 25th day of April, 2006.

 
|        | UNION BANK OF  CALIFORNIA, NATIONAL |
|--------|-------------------------------------|
|   | ASSOCIATION                         |
|   |                                |
|   |                                |
|   | By                                  |       /s/ Paul Fearer |   |
|   |                                |   |   |
|   |                                |   |   |
|   | Title                               |      Director of Human Resources |   |

 

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