**Exhibit 10.1**

**UNION BANK OF CALIFORNIA,N.A.**

**SEPARATION PAY PLAN**

**(EffectiveSeptember 1, 2006)**

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| ARTICLE I. DEFINITIONS    |   | 1                                           |
|---------------------------|--------|---------------------------------------------|
|                      |   |                                        |   |   |
| 1.1                       |   | “Administrative Committee”        |   | 1 |
| 1.2                       |   | “Affiliated Group”                |   | 1 |
| 1.3                       |   | “Base Pay”                        |   | 1 |
| 1.4                       |   | “Code”                            |   | 2 |
| 1.5                       |   | “Comparable Position”             |   | 2 |
| 1.6                       |   | “Eligible Employee”               |   | 2 |
| 1.7                       |   | “Employer”                        |   | 4 |
| 1.8                       |   | “Employment”                      |   | 4 |
| 1.9                       |   | “ERISA”                           |   | 4 |
| 1.10                      |   | “Guaranteed Reinstatement Period” |   | 4 |
| 1.11                      |   | “Job Elimination”                 |   | 4 |
| 1.12                      |   | “Non-Benefits Eligible Employee”  |   | 5 |
| 1.13                      |   | “Participant”                     |   | 5 |
| 1.14                      |   | “Participating Employer”          |   | 5 |
| 1.15                      |   | “Plan”                            |   | 6 |
| 1.16                      |   | “Plan Year”                       |   | 6 |
| 1.17                      |   | “Retirement Benefits”             |   | 6 |
| 1.18                      |   | “Retirement Eligible Participant” |   | 6 |
| 1.19                      |   | “Separation Pay”                  |   | 6 |
| 1.20                      |   | “Separation Pay Allowance”        |   | 6 |
| 1.21                      |   | “Termination Date”                |   | 6 |
| 1.22                      |   | “Year of Service”                 |   | 6 |
|                      |   |                                        |   |   |
| ARTICLE II. PARTICIPATION |   | 7                                           |
|                      |   |                                        |
| 2.1                       |   | Participation                               |   | 7 |

 

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| 2.2                                             |   | Persons Who Shall Not Participate                                     |   | 7      |
|-------------------------------------------------|--------|-----------------------------------------------------------------------|--------|--------|
| 2.3                                             |   | Settlement and Release Agreement                                      |   | 9      |
|                                            |   |                                                                  |   |   |
| ARTICLE III. SEPARATION BENEFITS                |   | 9                                                                     |
|                                            |   |                                                                  |
| 3.1                                             |   | Separation Pay Allowance                                              |   | 9      |
| 3.2                                             |   | Payment of Separation Pay Allowance                                   |   | 10     |
| 3.3                                             |   | Interest                                                              |   | 10     |
| 3.4                                             |   | Deductions                                                            |   | 10     |
| 3.5                                             |   | Repayment or Forfeiture of Separation Pay Allowance                   |   | 10     |
| 3.6                                             |   | Effect of the Participant’s Leave of Absence                     |   | 10     |
| 3.7                                             |   | Effect of the Participant’s Commencement of  Retirement Benefits |   | 12     |
| 3.8                                             |   | Effect of the Participant’s Death                                |   | 12     |
| 3.9                                             |   | Limitation on Separation Pay                                          |   | 12     |
|                                            |   |                                                                  |   |   |
| ARTICLE IV. WELFARE BENEFITS                    |   | 13                                                                    |
|                                            |   |                                                                  |
| 4.1                                             |   | Continuation of Coverage                                              |   | 13     |
|                                            |   |                                                                  |   |   |
| ARTICLE V. SOURCE OF PAYMENTS AND EXPENSES      |   | 13                                                                    |
|                                            |   |                                                                  |
| 5.1                                             |   | Source of Payments                                                    |   | 13     |
| 5.2                                             |   | Expenses                                                              |   | 13     |
|                                            |   |                                                                  |   |   |
| ARTICLE VI. ADMINISTRATION AND PLAN FIDUCIARIES |   | 13                                                                    |
|                                            |   |                                                                  |
| 6.1                                             |   | Plan Sponsor                                                          |   | 13     |
| 6.2                                             |   | Plan Administrator                                                    |   | 13     |
| 6.3                                             |   | Administrative Responsibility                                         |   | 14     |
| 6.4                                             |   | Review of Denied Claims                                               |   | 14     |
| 6.5                                             |   | Named Fiduciaries                                                     |   | 14     |
| 6.6                                             |   | Allocation and Delegation of Responsibilities                         |   | 14     |
| 6.7                                             |   | Indemnification                                                       |   | 15     |

 

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| ARTICLE VII. CLAIMS AND APPEALS                   |   | 15                                                          |
|---------------------------------------------------|--------|-------------------------------------------------------------|
|                                              |   |                                                        |
| 7.1                                               |   | Claims for Benefits                                         |   | 15 |
| 7.2                                               |   | Review of Denied Claims                                     |   | 16 |
| 7.3                                               |   | Exhaustion of Remedies                                      |   | 18 |
|                                              |   |                                                        |   |   |
| ARTICLE VIII. GENERAL PROVISIONS                  |   | 18                                                          |
|                                              |   |                                                        |
| 8.1                                               |   | Legal Construction of the Plan                              |   | 18 |
| 8.2                                               |   | No Rights Created or Accrued                                |   | 19 |
| 8.3                                               |   | Benefits Not Contingent Upon Retirement                     |   | 19 |
| 8.4                                               |   | Relation of the Plan to Descriptive Matter                  |   | 19 |
| 8.5                                               |   | Nonalienation of Benefits                                   |   | 19 |
|                                              |   |                                                        |   |   |
| ARTICLE IX. AMENDMENT, SUSPENSION AND TERMINATION |   | 20                                                          |
|                                              |   |                                                        |
| 9.1                                               |   | Amendment, Suspension and Termination                       |   | 20 |
| 9.2                                               |   | Participating Employer Withdrawal                           |   | 20 |
| 9.3                                               |   | Effect of Amendment, Suspension, Termination or  Withdrawal |   | 20 |
|                                              |   |                                                        |   |   |
| ARTICLE X. EXECUTION                              |   | 20                                                          |

 

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**UNION BANK OF CALIFORNIA,N.A.**

**SEPARATIONPAY PLAN**

**INTRODUCTION**

The Union Bank ofCalifornia, N.A. Separation Pay Plan (the “Plan”) was established to provideseverance benefits to Eligible Employees who become Participants in thePlan.  The Plan is intended to be, andshall be maintained and operated as, an employee welfare benefit plan underERISA.

The Plan iseffective as of September 1, 2006. The Plan supersedes any plan, program or practice previously in effect,with respect to a Participating Employer other than any written employmentcontract or separate severance agreement that expressly provides such benefitsand the Union Bank of California, N.A. Termination Pay Plan (the “Basic Plan”).

# **ARTICLEI.**

# **DEFINITIONS**

When used in thisPlan, the following capitalized words and phrases shall have the followingmeanings, unless the context clearly indicates otherwise.

1.1***           “AdministrativeCommittee”*** means the Employee Deferred Compensation and Benefit PlansAdministrative Committee appointed by the Employer to exercise the duties andresponsibilities of plan administrator in accordance with Article VI.

1.2***           “Affiliated Group”***means the Employer, each Participating Employer and any other direct orindirect subsidiary or affiliate of the Employer or a Participating Employer.

1.3***           “Base Pay”***means an Eligible Employee’s base rate of pay with the Participating Employerand includes shift differentials.  BasePay does not include any other special payment, 

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suchas overtime, bonuses or expense reimbursements. With respect to an Eligible Employee the primary component of whose BasePay is commission-based under a variable pay plan, Base Pay shall be theEligible Employee’s adjusted Base Pay, determined in accordance with thewritten procedures of the Employer.

1.4***           “Code”*** meansthe Internal Revenue Code of 1986, as amended, and includes regulationspromulgated thereunder by the Secretary of Treasury.

1.5           ***“ComparablePosition”*** means a job involving the use of generally similarskills in the performance of the functions of the position and having generallysimilar responsibilities with any member of the Affiliated Group or an employerdescribed in Section 2.2(g), provided that the salary of full-time employees insuch job would be at least 90% of his or her Base Pay immediately prior to theTermination Date, and the scheduled hours of part-time employees would be atleast 80% of his or her scheduled hours immediately prior to the TerminationDate and that the location of the job is within a 35-mile radius of the person’sresidence or results in a greater commuting distance if the person’s commutefrom his or her residence immediately prior to the Termination Date exceeds 35miles.  Notwithstanding any otherprovision of this Plan to the contrary, the determination as to whether aposition is a Comparable Position under this Section 1.5 shall be made bythe Employer in its sole discretion.

1.6           ***“EligibleEmployee”*** means a regular employee of a Participating Employerscheduled to work at least 171⁄2 hours each week in a position designated by theEmployer as benefits-eligible, and whose job performance meets the minimum jobperformance criteria established by the Participating Employer, as determinedby the Participating Employer in its sole discretion.  Notwithstanding the preceding sentence, thefollowing employees shall not be Eligible Employees under any circumstances:

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### (a)           Any person who isclassified by the Participating Employer as a Non-Benefits Eligible Employee;

### (b)           Any person who performsservices for the Participating Employer as an independent contractor or as aleased employee (within the meaning of section 414(n) of the Code);

### (c)           Any person who has notcompleted three (3) months of service with the Participating Employer asof the date he or she is provided notice of termination underSection 2.1(a);

### (d)           Any person who is anonresident alien and provides temporary services to a Participating Employeron an intra-company transfer visa or a similar visa classification; and

(e)           Anyperson who is a party to a written employment contract with a ParticipatingEmployer expressly providing such person with severance benefits; and

(f)            Anyperson who is a participant in or who may be eligible to receive severancebenefits under any other severance plan or arrangement established by aParticipating Employer.

Theterm Eligible Employee includes an employee on an approved leave of absence forwhich the Participating Employer’s leave of absence policy provides forguaranteed reinstatement of employment to such employee’s prior position or anequivalent position, and if such employee is not described in (a), (b),(c),(d), (e) or (f).  The term EligibleEmployee shall not include any individual whose compensation from aParticipating Employer is reported on Form 1099 or who performs servicesfor a Participating Employer pursuant to an agreement between the ParticipatingEmployer and a third party leasing or professional employment organization,

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staffingfirm or other similar third party organization. Individuals not classified as employees on the payroll records of aParticipating Employer for a particular period shall not be considered EligibleEmployees for the period even if a court or administrative agency determinesthat such individuals are or were employees of a Participating Employer duringsuch period for purposes of payroll taxes, labor or employment law or any othernon-Plan purpose.

1.7           ***“Employer”***means Union Bank of California, N.A., a national banking association, or anysuccessor thereof.

1.8           ***“Employment”***means employment with any member of the Affiliated Group.

1.9           ***“ERISA”***means the Employee Retirement Income Security Act of 1974, as amended, andincludes regulations promulgated thereunder by the Secretary of Labor.

1.10         ***“GuaranteedReinstatement Period”*** means the period of time during which anEligible Employee is guaranteed reinstatement to his or her prior position oran equivalent position in accordance with the Participating Employer’s writtenleave of absence policies.

1.11         ***“JobElimination”*** means, with respect to an Eligible Employee atermination of employment with the Participating Employer resulting fromrestructure or elimination of the employee’s group, division, department,branch or position because of any one of the following events, as determined bythe Employer in its sole discretion:

### (a)           the sale of stock orassets of the Participating Employer;

### (b)           the internalreorganization of the operations of the Participating Employer;

### (c)           a change in technologyused by or in the business conducted by the Participating Employer; or

(d)           areduced work volume.

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1.12         ***“Non-BenefitsEligible Employee”*** means an employee of a Participating Employerscheduled to work less than 171⁄2 hours each week in a position designated by theEmployer in its sole discretion as non-benefits eligible and who is noteligible under the Participating Employer’s policies to participate in thehealth and welfare and retirement benefit plans of the ParticipatingEmployer.  For purposes of this Plan,Non-Benefits Eligible Employee shall also include an employee who is atemporary employee or who performs services for a Participating Employer as aterm employee without regard to the number of hours he or she is scheduled towork each week or whether he or she participates in the Participating Employer’shealth and welfare and retirement benefit plans.

1.13         ***“Participant”***means an Eligible Employee who participates in the Plan pursuant toArticle II.

1.14         ***“ParticipatingEmployer”*** means, with respect to an Eligible Employee, theParticipating Employer with which he or she is employed.  The Participating Employers include theEmployer and any subsidiary or affiliate of the Employer which has beendesignated by the Employer as a Participating Employer and whose board or othergoverning body also has adopted the Plan. An entity that becomes a Participating Employer after the Effective Dateshall only be treated as a Participating Employer as of that later date.  As of the date on which any subsidiary oraffiliate of the Employer becomes a Participating Employer after the EffectiveDate, this Plan shall supersede any plan, program or practice under which suchParticipating Employer may have provided severance benefits prior to theeffective date of its adoption of this Plan, other than any written employmentcontract or separate severance agreement that expressly provides for suchbenefits and other than the Basic Plan.

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1.15         ***“Plan”***means the Union Bank of California, N.A. Separation Pay Plan, as set forthherein and as amended from time to time hereafter.

1.16         ***“PlanYear”*** means the calendar year, except that the first Plan Yearshall be the short Plan Year commencing on the Effective Date and endingDecember 31, 2006.

1.17         ***“RetirementBenefits”*** means those benefits available to a Participant onaccount of the Participant’s participation in a qualified defined benefitretirement plan and/or a nonqualified supplemental defined benefit retirementplan of a Participating Employer.

1.18         ***“RetirementEligible Participant”*** means a Participant who is eligible orbecomes eligible to commence receiving Retirement Benefits during any timeperiod when the Participant is receiving Separation Pay.

1.19         ***“SeparationPay”*** means amounts payable under the Plan to a Participant onaccount of termination of his or her Employment under the conditions describedin Article II.

1.20         ***“SeparationPay Allowance”*** means the total amount of Separation Pay that aParticipant may receive under the Plan.

1.21         ***“TerminationDate”*** means, with respect to an Eligible Employee, the dateselected by the Participating Employer on which the Eligible Employee’semployment with the Participating Employer is to cease.  An Eligible Employee’s Termination Date shallbe at least 60 days from the date on which notice is given underSection 2.1(a).

1.22         ***“Yearof Service”*** means each complete 12-consecutive months of servicewith the Participating Employer in the period elapsed from the Participant’sfirst day of employment to his or her Termination Date, including any period ofapproved leave of absence, as determined by the Employer in its solediscretion.  Service prior to a break inservice shall not be added to service after the break in service in determininga Participant’s Years of Service.  Forthis 

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purpose,a Participant experienced a break in service if he or she previously resignedor otherwise terminated employment with a Participating Employer or wasterminated by a Participating Employer for any reason, and later wasre-employed by a Participating Employer. A break in service is measured from the date of termination to the daythe Participant is re-employed.

# **ARTICLEII.**

# **PARTICIPATION**

2.1 ***Participation***.  An Eligible Employee shall become aParticipant in the Plan if:

### (a)           The ParticipatingEmployer provides a written notice to the Eligible Employee notifying him orher that his or her Employment is to be terminated on account of JobElimination and setting the Eligible Employee’s Termination Date for purposesof this Plan;

### (b)           The Eligible Employeevoluntarily elects in writing to participate in this Plan (thereby waivingparticipation in the Basic Plan) by executing the “Settlement and ReleaseAgreement” required under Section 2.3 prior to his or her TerminationDate;

### (c)           The Eligible Employee’sjob performance continues to meet the minimum job performance criteriaestablished by the Participating Employer in its sole discretion until his orher Termination Date; and

### (d)           The Eligible Employeeactually terminates his or her Employment as of the Termination Date, orbecomes a Participant in accordance with Section 3.7.

2.2 ***Persons Who Shall Not Participate***.  Notwithstanding any contrary provision ofthis Plan, an Eligible Employee shall not become a Participant and shall not beeligible for Separation Pay if he or she:

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### (a)           Is terminated due topoor performance, dishonesty or other misconduct, or failure to comply with thelaw or with the policies of the Participating Employer;

### (b)           Is terminated for anyreason other than Job Elimination;

### (c)           Is on a leave ofabsence without a Guaranteed Reinstatement Period or has exceeded theGuaranteed Reinstatement Period;

### (d)           Is a participant in theBasic Plan or has an employment or separate severance agreement with theParticipating Employer providing for termination pay benefits;

### (e)           Is a participant in anyother severance plan or arrangement established by a Participating Employer;

### (f)            Is offered continuedemployment with the Affiliated Group in a Comparable Position to the one heldby the Eligible Employee immediately prior to his or her Termination Date ordeclines an interview for such a Comparable Position; or

### (g)           Is terminated as aresult of the acquisition, sale or spin-off of the Participating Employer orany facility or branch of the Participating Employer and is offered employmentin a Comparable Position with the purchaser or other surviving entity within 90days of the sale or spin-off.  If anEligible Employee initially became a Participant and received Separation Payduring such 90 day period (because the purchaser or the surviving entitydid not offer employment in a Comparable Position) and later the EligibleEmployee is offered employment in a Comparable Position or becomes  employed in a Comparable Position within such90 day period, the forfeiture and repayment provisions of Section 3.5shall apply.

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2.3 ***Settlement and Release Agreement***.  Each Eligible Employee shall execute a “Settlementand Release Agreement” as a condition of participation in the Plan.  An Eligible Employee shall not become aParticipant and shall not be eligible for Separation Pay under this Plan unlesshe or she properly completes and executes the Settlement and Release Agreementin exactly the form provided to the Eligible Employee by the Employer, withoutaltering or adding to the Settlement and Release Agreement in any way, and heor she does not revoke or rescind the Settlement and Release Agreement.  The Settlement and Release Agreement shallprovide that execution of such Settlement and Release Agreement by the EligibleEmployee will constitute a waiver and release of every claim the EligibleEmployee might otherwise have arising out of his or her employment or thetermination of his or her employment.  Ifan Eligible Employee fails to execute the Settlement and Release Agreement byhis or her Termination Date, or executes but later revokes or rescinds theSettlement and Release Agreement, such Eligible Employee shall fail to qualifyas a Participant under the Plan.

# **ARTICLEIII.**

# **SEPARATIONBENEFITS**

3.1 ***Separation Pay Allowance***.  Upon termination of Employment, a Participantshall be eligible to receive a Separation Pay Allowance equal to the amountdesignated for his or her job classification on the Benefits Exhibit, for hisor her status as an exempt or nonexempt employee; and for exempt employeesfurther based on salary and corporate title. The Participant’s job classification is the classification he or sheheld immediately prior to the notice of the Termination Date.  The Employer reserves the right to alter,reduce or eliminate this formula, in whole or in part, pursuant to Section 9.1.

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3.2 ***Payment of Separation Pay Allowance***.  The normal form of payment of a Participant’sSeparation Pay Allowance shall be as salary continuation on the same bi-weeklybasis as the Participant’s salary was paid immediately prior to the TerminationDate or such other pay period basis as the Participating Employer implementswith respect to active employees. Notwithstanding the preceding sentence, an Eligible Employee who becomesa Participant as described in Section 3.6 may receive payment of some orall of his or her Separation Pay Allowance as a lump sum in accordance withSection 3.6.

3.3 ***Interest***.  No interest shall accrue or be paid withrespect to any portion of the Participant’s Separation Pay Allowance.

3.4 ***Deductions***.  The Participating Employer will make suchdeductions from the Participant’s Separation Pay Allowance as required to coverwithholding taxes and the voluntary deductions covering any employee benefitsthat are continued, in the sole discretion of the Participating Employer,during the salary continuation period.

3.5 ***Repayment or Forfeiture of Separation Pay Allowance***.  If a Participant is reemployed with a memberof the Affiliated Group as described in Section 2.2(f), or if, as described inSection 2.2(g), a Participant is offered employment or becomes employed withthe purchaser prior to the end of the salary continuation period, suchParticipant shall be required to repay or forfeit (as applicable) to theParticipating Employer a pro-rata amount of such Separation Pay Allowance, asestablished by the Employer in its sole discretion.

3.6 ***Effect of the Participant’s Leave of Absence***.  The Termination Date of an Eligible Employeewho commences a leave of absence approved by the Participating Employer and inaccordance with the Participating Employer’s written leave of absence policiesafter being given notice under Section 2.1(a) will be the later of 60 daysfrom the date specified in such notice, the 

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date he or she returns from leave, or such other dateas determined in accordance with the Participating Employer’s written leave ofabsence policies.  In the case of anEligible Employee on a leave of absence described in the foregoing sentence, heor she shall become a Participant as of the first day following the TerminationDate, and he or she shall receive Separation Pay equal to the amount designatedfor his or her job classification on the Benefits Exhibit reduced by any payreceived by the Participant after the date he or she becomes a Participant anddetermined in accordance with the Participating Employer’s written leave ofabsence policies, so that the aggregate pay received by such Participant doesnot exceed the Separation Pay amount. Separation Pay provided under this Section 3.6 shall be paid in theform of a lump sum payment, Separation Pay Allowance, or a combination of both,as determined in accordance with procedures established by the Employer.

An EligibleEmployee who commences a leave of absence approved by the ParticipatingEmployer and in accordance with the Participating Employer’s written leave ofabsence policies prior to receiving notice under Section 2.1(a) but whoreturns within his or her Guaranteed Reinstatement Period shall be providednotice under Section 2.1(a) as soon as administratively practicablefollowing the date he or she return to employment with the ParticipatingEmployer.  If such Eligible Employeebecomes a Participant as provided in Section 2.1, he or she shall receiveSeparation Pay equal to the amount designated for his or her job classificationon the Benefits Exhibit.

An EligibleEmployee who commences a leave of absence approved by the ParticipatingEmployer and in accordance with the Participating Employer’s written leave ofabsence policies prior to receiving notice under Section 2.1(a), but whois not eligible for a Guaranteed 

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ReinstatementPeriod or who returns after his or her Guaranteed Reinstatement Period, shallno longer be an Eligible Employee and shall not become a Participant asprovided in Section 2.2(c).

3.7 ***Effect of the Participant’s Commencement ofRetirement Benefits***. If a Participant who also is a Retirement Eligible Participant receivesRetirement Benefits during any time period when the Participant also isreceiving Separation Pay, the Participant’s Separation Pay shall be reduced bythe amount of the Retirement Benefits received by the Participant during suchtime period, so that the aggregate pay received by such Participant does notexceed the Separation Pay Allowance.

3.8 ***Effect of the Participant’s Death***.  If a Participant dies before he or shereceives the entire balance of his or her Separation Pay Allowance, any unpaidbalance of such Separation Pay Allowance shall be paid to the Participant’sspouse or domestic partner if then living or, if not (or none), to the Participant’sthen living children in equal shares or, if none, to the Participant’s estate.**[**

3.9 ***Limitation on Separation Pay***.  Nothing in this Article III shallrequire a Participating Employer to make a payment under this Plan, if suchpayment either alone or in the aggregate with other payments to the Participantfrom the Participating Employer (or any other Affiliated Group member) would benondeductible to the Participating Employer for purposes of federal incometaxes under section 280G of the Code or otherwise.  Any such payment or portion of a payment thatthe Employer in its sole discretion determines is nondeductible shall beforfeited by the Participant, and, if already paid, it shall be returned toParticipating Employer by the Participant.

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# **ARTICLE IV.**

# **WELFAREBENEFITS**

4.1 ***Continuation of Coverage***.  If a Participant is covered by medical,dental or vision insurance on his or her Termination Date, the ParticipatingEmployer, in its sole discretion, may elect to continue employer contributionstoward such coverage for a period to be determined by the ParticipatingEmployer.  Any such coverage shall not becounted as part of the period of the continuation coverage required by section4980B(f) of the Code and section 602 of ERISA.  If the Participating Employer does not electto continue employer contributions, or discontinues employer contributions, theParticipant may purchase such coverage, at his or her own expense, during theperiod for which continuation coverage is required to be offered under section4980B(f) of the Code or section 602 of ERISA.

# **ARTICLEV.**

# **SOURCE OFPAYMENTS AND EXPENSES**

5.1 ***Source of Payments***.  Any benefits payable under the Plan shall beunfunded and shall be payable only from the general assets of the ParticipatingEmployers.

5.2 ***Expenses***.  The expenses of operating and administeringthe Plan shall be borne entirely by the Participating Employers.

# **ARTICLEVI.**

# **ADMINISTRATIONAND PLAN FIDUCIARIES**

6.1 ***Plan Sponsor***.  The Employer is the “plan sponsor” within themeaning of ERISA.

6.2 ***Plan Administrator***.  The Administrative Committee is the “administrator”of the Plan (the “Plan Administrator”) within the meaning of ERISA.

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6.3 ***Administrative Responsibility***.  The Plan Administrator shall be the namedfiduciary with the power and sole discretion to determine who is eligible forbenefits under the Plan, to interpret the Plan and to prescribe such forms,make such rules, regulations, interpretations and computations and prescribesuch guidelines as it may determine are necessary or appropriate for theoperation and administration of the Plan, to change the terms of such rules,regulations or guidelines, and to rescind such rules, regulations orguidelines.  Such determinations ofeligibility, rules, regulations, interpretations, computations and guidelinesshall be conclusive and binding upon all persons.

6.4 ***Review of Denied Claims***.  The Plan Administrator shall have thediscretionary authority to review an appeal from a denial of benefits under thePlan in accordance with Section 7.2. The Plan Administrator shall determine conclusively for all parties allquestions arising with respect to an appeal from a denial of benefits under thePlan, and any decision of the Plan Administrator shall not be subject tofurther review.

6.5 ***Named Fiduciaries***.  The Plan Administrator is the “namedfiduciary” of the Plan within the meaning of ERISA.

6.6 ***Allocation and Delegation of Responsibilities***.  The Plan Administrator may allocate any ofits responsibilities for the operation and administration of the Plan among theofficers, employees and agents of the Participating Employers.  It may also delegate any of itsresponsibilities under the Plan by designating, in writing, another person tocarry out such responsibilities.  Anysuch written delegation shall become effective when executed by the PlanAdministrator, and the designated person shall then be responsible for carryingout the responsibilities described in such writing.

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6.7 ***Indemnification***.  To the extent permitted by law, theapplicable Participating Employer shall, and hereby does, indemnify and holdharmless the members of the Board of Directors of the Participating Employer,the officers of the Participating Employer, the members of the AdministrativeCommittee as Plan Administrator, and any other employees or representative ofthe Participating Employer who may be deemed to be fiduciaries of the Plan,from and against any and all losses, claims, damages or liabilities (includingattorney’s fees and amounts paid, with the approval of the Board of Directorsof the Employer, in settlement of any claim) arising out of or resulting fromthe implementation of a duty, act or decision with respect to the Plan, so longas such duty, act or decision does not involve gross negligence or willfulmisconduct on the part of any such individual. Any individual person so indemnified shall, within 60 days afterreceipt of notice of any action, suit or proceeding, notify the Employer andoffer in writing to the Employer the opportunity at its own expense, to handleand defend such action, suit or proceeding, and the Employer shall have theright, but not the obligation, to conduct the defense in any such action, suitor proceeding.  Failure to give theEmployer such notice shall relieve the Employer of any liability under thisSection 6.7.  The Participating Employersmay satisfy their obligations under this provision (in whole or in part) by thepurchase of a policy or policies of insurance.

# **ARTICLEVII.**

# **CLAIMSAND APPEALS**

7.1 ***Claims for Benefits***.  Any claimant (or his or her authorizedrepresentative) who believes himself or herself to be entitled to receivebenefits under the Plan, or benefits that are different from the benefits thathe or she has received, may submit a claim for such benefits by writing to theDirector of Human Resources of the Employer (the “Claims Reviewer”).

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(a)           ***TimeLimits for Submission of Initial Claim***.  No claim shall be valid unless it issubmitted within 90 days following the receipt of any disputed benefit.

(b)           ***TimeLimits for Decision on Initial Claim***.  If any claim is denied, in whole or in part,written notice of such denial shall be given to the claimant within 90 days,except that, if special circumstances require that the time for considerationof the claim be extended, notice of the extension shall be given in writingwithin 90 days, and notice of such denial shall thereafter be given within 180days.  Each period of 90 or 180 daysreferred to in the preceding sentence shall begin to run on the day the claimis received by the Claims Reviewer.  Awritten notice of denial shall set forth, in a manner calculated to beunderstood by the claimant, specific reasons for the denial, specificreferences to the Plan provisions on which it is based, a description of anyinformation or material necessary to perfect the claim and an explanation ofwhy such material is necessary, an explanation of the Plan’s review procedureand a statement regarding the claimant’s right to bring a civil action undersection 502(a) of ERISA following the denial of an appeal underSection 7.2.  A notice thatadditional time is necessary for consideration of a claim shall indicate thespecial circumstances requiring the extension of time and the date by which theClaims Reviewer expects to render his or her decision on the claim.

7.2 ***Review of Denied Claims***.  Whenever a claim for benefits has beendenied, in whole or in part, pursuant to Section 7.1, the claimant shallhave the right to request a full and fair review of the claim and denial bysubmitting a written request for review to the Plan Administrator, at thefollowing address:  “Plan Administrator,Union Bank of California, N.A. Separation Pay Plan, c/o Director of HumanResources, Union Bank of California, N.A., 400 California Street, SanFrancisco, California 94104.”  A requestfor review shall set forth all of 

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thegrounds on which it is based, all facts in support of the request and any othermatters that the claimant deems pertinent. The Plan Administrator may require the claimant to submit suchadditional facts, documents or other material it may deem necessary orappropriate in making its review.  Theclaimant may submit written comments, documents, records and other informationrelated to the benefit claim on appeal. The claimant must be provided, upon request and free of charge,reasonable access to and copies of all documents, records and other informationrelevant to the benefit claim that are not privileged.  A document is considered relevant to theclaim if it (i) was relied upon in making the benefit determination; (ii) wassubmitted, considered or generated in the course of making the benefitdetermination, without regard as to whether it was relied upon making thedecision; or (iii) demonstrates compliance in making the benefit decision withthe requirement that the benefit determination must follow the terms of thePlan and be consistent when applied to similarly situated claimants.

(a)           ***TimeLimits for Submission of Request for Review***.  The Plan Administrator shall have noobligation to provide a review of any claim that has been denied underSection 7.1, unless a written request for review is submitted within 90days following the initial denial.

(b)           ***Decisionon Review***.  If thePlan Administrator affirms the denial of a claim, in whole or in part, it shallgive written notice of its decision to the claimant within 60 days, exceptthat, if special circumstances require that the time for consideration of therequest for review be extended, notice of the extension shall be given inwriting within 60 days, and notice of such decision shall be given within120 days.  This notice of extensionshall indicate the special circumstances requiring the extension of time andthe date by which the Plan Administrator expects to render its decision on theapplication for benefits.  Each period of60 or 

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120 daysreferred to in this paragraph shall begin to run on the day the claim isreceived by the Plan Administrator.  Awritten notice affirming the denial of a claim shall set forth, in a mannercalculated to be understood by the claimant, the specific reasons for thedenial, specific references to the Plan provisions on which it is based, astatement that the claimant is entitled to receive, upon request and free ofcharge, reasonable access to and copies of all documents, records and otherinformation relevant to the benefit claim and a statement regarding theclaimant’s right to bring a civil action under section 502(a) of ERISAfollowing the denial of the appeal.  Adocument is considered relevant to the claim if it (i) was relied upon inmaking the benefit determination; (ii) was submitted, considered or generatedin the course of making the benefit determination, without regard as to whetherit was relied upon making the decision; or (iii) demonstrates compliance inmaking the benefit decision with the requirement that the benefit determinationmust follow the terms of the Plan and be consistent when applied to similarlysituated claimants, and a statement regarding the claimant’s right to bring acivil action under section 502(a) of ERISA following the denial of theappeal.

7.3 ***Exhaustion of Remedies***.  No legal action for benefits under the Planshall be brought unless and until the claimant (i) has submitted a writtenclaim in accordance with this Section 7.1(a), (ii) has been notified thatthe claim is denied, (iii) has filed a written request for review of theclaim in accordance with Section 7.2, and (iv) has been notified inwriting that the Plan Administrator has affirmed the denial of the claim.

# **ARTICLEVIII.**

# **GENERALPROVISIONS**

8.1 ***Legal Construction of the Plan***.  The Plan shall be governed and construed inaccordance with ERISA.

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8.2 ***No Rights Created or Accrued***.  Nothing in the Plan shall be construed asgiving to an employee of any Participating Employer a right to receive anybenefit other than the benefits specifically provided under the terms of thePlan.  Nothing in the Plan shall beconstrued to limit in any manner the right of any Participating Employer todischarge, demote, downgrade, transfer, relocate, or in any other manner treator deal with any person in its employ, without regard to the effect suchtreatment or dealing may have upon such person as someone who might otherwisehave become (or remained) a Participant in the Plan, which right is herebyreserved.  No benefits shall be deemed toaccrue under the Plan at any time except the time at which they become payableunder the Plan, no right to a benefit under the Plan shall be deemed to vestprior to the Participant’s Termination Date, and any vested benefit is subjectto such forfeiture conditions established by the Employer in its solediscretion under this Plan or pursuant to written guidelines.

8.3 ***Benefits Not Contingent Upon Retirement***.  No right to a benefit under the Plan shalldepend (or shall be deemed to depend) upon whether a Participant retires orelects to receive retirement benefits under the terms of any employee pensionbenefit plan.

8.4 ***Relation of the Plan to Descriptive Matter***.  The Plan shall contain no terms or provisionsexcept those set forth herein, or as hereafter amended in accordance with theprovisions of Article IX.  If anydescription made in any other document is deemed to be in conflict with anyprovision of the Plan, the provisions of the Plan shall control.

8.5 ***Nonalienation of Benefits***.  No benefits payable under the Plan shall besubject to anticipation, alienation, sale, transfer, assignment, pledge orother encumbrance, and any attempt to do so shall be void and unenforceable.

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# **ARTICLEIX.**

# **AMENDMENT,SUSPENSION AND TERMINATION**

9.1 ***Amendment, Suspension and Termination***.  The Employer reserves the right to amend,suspend or terminate the Plan, in whole or in part, and for any reason byaction of its Board of Directors.

9.2 ***Participating Employer Withdrawal***.  Each Participating Employer may withdraw itsparticipation in the Plan by action of its board of directors and, as ofwithdrawal date set by the board of directors, the employees of theParticipating Employer shall not be Eligible Employees under the Plan.

9.3 ***Effect of Amendment, Suspension, Termination orWithdrawal***.  If aParticipant’s Termination Date has occurred and the Participant is entitled toreceive benefits under the Plan, no amendment to the Plan, no suspension of thePlan, no termination of the Plan, and no withdrawal from the Plan shallthereafter operate to diminish or eliminate such Participant’s entitlement tosuch benefits.

# **ARTICLEX.**

# **EXECUTION**

Torecord the adoption of the Plan, the Director of Human Resources of theEmployer has executed this document on this 24th day of July, 2006.
|        | UNION BANK OF CALIFORNIA, N.A. |
|--------|--------------------------------|
|   |                           |   |
|   |                           |   |
|   | By                             | /s/ Paul E.  Fearer |   |
|   |                           | Paul E. Fearer,  Executive Vice President |
|   |                           | Director of  Human Resources |

 

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**SEPARATION PAY PLAN(ENHANCED PLAN)**

**BENEFITSEXHIBIT**

**POLICY MAKING OFFICER LEVEL:**

***POLICYMAKING OFFICER LEVEL***

All Policy-MakingOfficers will be eligible to receive 104 weeks of Salary Continuationregardless of number of years of service

**ADDITIONAL BENEFITS FORPOLICY MAKING OFFICERS**

Policy MakingOfficers may receive a pro rata share of incentive or bonus pay for which theynormally would have been eligible, but only for services performed up to theTermination Date and for that calendar year. For example, if a Policy Making Officer participates in a departmentalincentive pay plan and his/her Termination Date falls on October 31 of theapplicable calendar year, he/she shall be eligible for a prorated incentivepayment of 10/12 of the individual amount which could have been awarded underthe incentive plan for that calendar year, in the absence of a termination ofemployment.

In addition, forPolicy Making Officers who are participants in an incentive pay plan, or theSenior Management Bonus Plan, an amount of 1/52 of the average of the last 3annual bonuses/payments the employee actually received, will be added to theemployee’s weekly base pay for each week the employee receives salarycontinuation.  For those affectedemployees who have actually received bonuses/payments for fewer than the threeyears, an average will be calculated for the number of years they have actuallyreceived a bonus/payment, and then 1/52 of this amount will be added to thebase pay to calculate the amount of weekly salary continuation.  For example, if a Policy Making Officerreceived bonuses over the last three years of $10,000, $5,000 and $15,000, theaverage bonus for that period is $10,000. This number is then divided by 52 (weeks) to arrive at the amount to beadded to the weekly base pay for the employee. However, in no instance will the bonus average used to calculate theamount to be added to base pay on a pro-rated basis exceed 100% of annual basepay.

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