Exhibit 10.10








                                   UNION BANK
                               OF CALIFORNIA, N.A.


                             SUPPLEMENTAL EXECUTIVE

                                 RETIREMENT PLAN

                                       FOR

                             POLICY MAKING OFFICERS

                           Effective November 1, 1999


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                            ESTABLISHMENT AND PURPOSE


Effective  November  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.


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                                   ARTICLE 1.

                                   DEFINITIONS
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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
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        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.
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1.3     COMPANY  means the Bank and any  other  corporation,  trade or  business
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        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 is under common control with the Bank,  within
        the meaning of Code Section  414(b),  (c), (m), or (o), but only for the
        period during which the relationship exists.

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

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

1.6     PLAN EARNINGS means, notwithstanding the Retirement Plan's definition of
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        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 service  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.

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1.7     RETIREMENT PLAN means the Union Bank of California Retirement Plan.
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                                   ARTICLE 2.

                                  PARTICIPATION
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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 Directors  Executive  Compensation  and Benefits  Committee
(the  "Committee"),  and the  Committee  shall approve the employees who will be
allowed to participate in the Plan.


                                   ARTICLE 3.

                       RETIREMENT AND DISABILITY BENEFITS
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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 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).


                                   ARTICLE 4.

                      BENEFIT CALCULATION AND DISTRIBUTION
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4.1     NORMAL RETIREMENT. A Participant who is eligible for a Normal Retirement
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        Benefit  under the  Retirement  Plan shall  receive a normal  retirement
        benefit  hereunder equal to the excess

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        of (1) the  Participant's  Normal Retirement  Benefit under the  Retire-
        ment  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  Retire-
        ment  Plan.  A normal  retirement benefit  hereunder  shall  commence as
        of the first day of the  calendar month  following the  Participant's
        termination of  employment.  If the Participant is married 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 as the joint annuitant.  If the
        Participant is unmarried when his or  her  employment  terminates,  then
        the  normal  retirement  benefit hereunder shall be paid to the Partici-
        pant in the form of a single life annuity.

4.2     EARLY RETIREMENT.  A Participant who is eligible for an Early Retirement
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        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 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 designated as
        the joint  annuitant.  If the  Participant  is unmarried 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.

4.3     DEFERRED  RETIREMENT.  A  Participant  who is  eligible  for a  Deferred
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        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

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        under the Retirement Plan. A deferred retirement benefit hereunder shall
        commence as of the first day of  the  calendar  month  following  the
        Participant's termination of employment.  If the Participant  is married
        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 as the joint
        annuitant.  If the Participant is unmarried  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.

4.4     DISABILITY BENEFITS.  A Participant will continue to accrue benefits
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        under this Plan while Disabled in the manner described in Article VI of
        the Retirement Plan.

4.5     SMALL  BENEFITS.  If the  Actuarial  Equivalent  lump  sum  value of any
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        benefit  payable  hereunder  is $5,000 or less,  payment of the  benefit
        shall be made in a single lump sum in cash on the date the benefit would
        otherwise commence.


                                   ARTICLE 5.

                            AMENDMENT 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.  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.


                                   ARTICLE 6.

                            MISCELLANEOUS PROVISIONS
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6.1.    PLAN ADMINISTRATION.  The Bank shall be the plan administrator and the
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        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 adminis-
        ter 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 satis-
        faction of any federal or state payroll withholding tax required upon
        the accrual or payment of any Plan benefits.

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

6.3.    NO EMPLOYMENT CONTRACT. Nothing in this Plan shall be construed to limit
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        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.

6.4.    NON-ALIENATION  OF BENEFITS.  No benefit  payable under this Plan may be
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        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.

6.5.    NO FUNDING  OBLIGATION.  This Plan shall not be construed to require the
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        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.

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6.6.    ENTIRE  AGREEMENT. This Plan document contains the entire obligation of
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        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.

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



               Dated:  NOVEMBER 17                            , 1999
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               UNION BANK OF CALIFORNIA, N.A.

               By:  /S/ PAUL FEARER
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               As Its:  DIRECTOR OF HUMAN RESOURCES
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