Exhibit 10.3









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                            UNION BANK OF CALIFORNIA


                                SENIOR MANAGEMENT

                                   BONUS PLAN




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                         -- EFFECTIVE JANUARY 1, 2000 --


<PAGE>

                            UNION BANK OF CALIFORNIA
                          SENIOR MANAGEMENT BONUS PLAN


I.     OBJECTIVE

       Union Bank of California (the Bank) provides a challenging and rewarding
       environment where outstanding  performance is encouraged and recognized.
       Senior  Managers are provided with a base salary and the  opportunity to
       earn  additional  compensation  based on,  and  consistent  with,  their
       individual performance.

       The objective of the Senior Management Bonus Plan (the Plan) is to reward
       Senior  managers who assist in achieving  and  exceeding  the Bank's and
       their Group's financial goals. In addition, the Plan is designed to help
       provide an environment  that  stimulates  high  performance,  as well as
       motivates Senior Managers to exercise initiative, effort, and ingenuity.

II.    EFFECTIVE DATE

       The Plan is effective as of January 1, 2000.

III.   ELIGIBILITY

       With  the   exception   of   policy-making   officers  who  are  Bank  Of
       Tokyo-Mitsubishi  (BTM)  expatriates  and  the  Chairman,  the  following
       individuals are eligible to participate in the Plan:

       o  Vice Chairmen and policy-making EVP's.

       o  Other  Executive  Vice  Presidents  (EVP) and Senior Vice  Presidents
          (SVP) whose focus and impact are on overall Bank  performance  and do
          not participate in business unit incentive plans.

IV.    BASIS FOR PAYMENT

       A.     Bank Financial Goals
              --------------------

              The Bank's  Plan goals for Return On Average  Common  Shareholders
              Equity  Ratio and goal for Net Income  will be  designated  by the
              President and CEO in the financial planning process, as follows:

              ==================================================================

              NORMALIZED RETURN ON                    NORMALIZED NET INCOME
                 AVERAGE COMMON                       ---------------------
                  SHAREHOLDERS                           AVERAGE COMMON
                     EQUITY                 =             SHAREHOLDERS
                                                             EQUITY

              ==================================================================

                                       2

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       B.     Incentive Targets
              -----------------

              Incentive targets with Bank performance at 100% of financial goals
              are 30% for SVP's, 45% for EVPs, and 70% for Vice Chairmen.

              Group Heads may recommend  individual  incentive targets that vary
              by  position  within  officer  level,  taking  into  consideration
              competitive  market  factors and the  criticality of the position.
              Variances in individual  incentive targets and resulting  payments
              are  subject  to review and  approval  of the  President  and CEO,
              provided  that the payments do not exceed the approved  bonus fund
              designated for the respective officer level for each Group.

       C.     Funding Formula
              ---------------

              The size of the bonus pool will be based on the Bank's performance
              against budgeted ROE and Net Income as follows:

<TABLE>

                          BONUS INCENTIVE PAYOUT MATRIX
                              (% OF TARGET PAYOUT)

                             -------------------
                                 NET INCOME
                             --------------------------------------------------------------------------------
                                < 75%       75%       80%       90%      100%       110%      120    > or =
                                                                                                     to 125%
         ----------------------------------------------------------------------------------------------------
         <S>         <C>          <C>       <C>        <C>      <C>       <C>       <C>        <C>       <C>

         RETURN ON   < 80%         0%        0%        5%       15%       25%        35%       45%       50%
           EQUITY
         ----------------------------------------------------------------------------------------------------
                      80%          0%       25%       30%       40%       50%        60%       70%       75%
                    -----------------------------------------------------------------------------------------
                      90%         13%       38%       45%       60%       75%        90%      105%      113%
                    -----------------------------------------------------------------------------------------
                      100%        25%       50%       60%       80%      100%       120%      140%      150%
                    -----------------------------------------------------------------------------------------
                      110%        37%       63%       75%      100%      125%       145%      165%      175%
                    -----------------------------------------------------------------------------------------
                    > or =        50%       75%       90%      120%      150%       170%      190%      200%
                    to 120%
                    -----------------------------------------------------------------------------------------

</TABLE>


       o  The  bonus  pool may  then be  modified  by up to +/- 20% of  target
          according  to other  performance  considerations  by the Committee.

       o  For  purposes  of  interpolating   between   performance   levels,
          additional  discrete  performance  levels may be added between the
          minimum and maximum for each performance factor.

              The President and CEO, in  consultation  with the CFO, will submit
              bonus fund recommendations to the Committee,  which may modify the
              fund by +/- 20% of target

                                       3

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              (but in no event may the fund exceed two (2) times the target)
              based on such factors as:

              o  The Bank's overall performance in relation to other peer banks;

              o  Whether  absolute   Return  On  Equity  and/or  Net  Income
                 goals  are reasonable in relation to long-term  objectives and
                 the Bank's historical performance;

              o  Efficiency ratios as  compared  to peer banks, with recognition
                 that constant  attention must be given  to  long-term   expense
                 reduction through continuous productivity improvement in order
                 to support UBOC's competitiveness;

              o  Effectiveness of risk management;

              o  General economic or market conditions;

              o  Achievement of other financial and strategic objectives;

              o  Normalizing financial  data to allow for an acquisition/merger,
                 other extraordinary  circumstances or material events that were
                 not specifically planned  or  not   directly   related  to  the
                 performance of Bank executives during the performance year.

                                       4

<PAGE>

       D.     Bonus Pool Allocation
              ---------------------

              The pool will be allocated based on corporate and  unit/individual
              performance as follows:

<TABLE>
     <S>           <C>                                       <C>

                   ------------------------------------------
                      Target Senior Management Bonus Pool
                    Established by Sum of Target Awards for
                                all Participants
                   ------------------------------------------
                                       |
                                       |
                   ------------------------------------------
                   Actual Size of Bonus Pool Varies According
                   to Corporate Performance Relative to Goals
                      (e.g., Net Income & ROE vs. Budget)
                   ------------------------------------------
                                       |
                                       |                     --------------------------------
                                       |---------------------Modify the Bonus Pool by up to
                                       |                     +/- .20X Target According to
                                       |                     Strategic, Organizational, Other
                                       |                     Financial Performance
                                       |                     --------------------------------
                                       |
                   ------------------------------------------
                    Bonus Pool Allocated Based on Corporate
                        and Unit/Individual Performance
                   ------------------------------------------
                                       |
                                       |
                                       |
                   -------------------------------------------------------------
                   |                                                           |
                   |                                                           |
     --------------------------                              --------------------------------
     Award Varies Based on Unit                                     Corporate Portion
     and Individual Performance
     --------------------------                              --------------------------------
                   |                                                           |
                   |                                                           |
                   |                                                           |
                   -------------------------------------------------------------
                                       |
                                       |
                   ------------------------------------------
                                  Total Awards
                     (Total Payouts Subject to Overall Pool
                                   Available)
                   ------------------------------------------

</TABLE>


                                       5

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                            UNION BANK OF CALIFORNIA
                          SENIOR MANAGEMENT BONUS PLAN


       E.     Determining Individual Awards
              -----------------------------

              1.  Individual bonus awards will be based on performance  criteria
                  established at the beginning of the year and are determined in
                  the following manner:

                  a.    The President and CEO will recommend awards for eligible
                        Vice   Chairmen  and   policy-making   officers  to  the
                        Committee,  which  will then  review and  approve  these
                        awards, with or without modification.

                  b.    The President and CEO will allocate the remaining  funds
                        for  non-policy-making  officers to Group Heads based on
                        aggregate  individual  incentive award targets and Group
                        performance.  Any adjustments to  allocations,  based on
                        Group  performance,  must be made  within  the  approved
                        bonus  funding  limits.  The President and CEO will also
                        issue  guidelines for Group Heads to develop  individual
                        bonus award recommendations.

                  c.    Group Heads will submit individual EVP and eligible SVP
                        bonus award  recommendations  for review and approval by
                        the President and CEO.

                  d.    The Committee may request a report on bonuses awarded to
                        executives other than policy-making officers.

              2.  Individual awards may range from zero (0) times to two (2)
                  times target awards.

              3   Vacation,  sick pay,  and all  other  employee  benefit  plans
                  excluding the 401(k) plan and retirement are based on the base
                  salary  rate  and  do  not  include  Senior  Management  Bonus
                  payments.


V.     ADMINISTRATION

       A.     The final authority and responsibility for administration of the
              Plan resides exclusively with the Committee.

       B.     The  Chief  Financial   Officer  will  have   responsibility   for
              calculating  the bonus funds including the application of any fund
              limitations  specified by the  Committee.  The bonus funds will be
              rounded to the nearest thousand dollars and individual awards will
              be rounded to the nearest one hundred dollars.

       C.     The  Director  of Human  Resources  will have  responsibility  for
              providing  the  Chief  Financial   Officer  with   information  on
              bonus-eligible executives and salaries, processing award payments,
              and keeping records of activities related to the Plan.

                                       6

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                            UNION BANK OF CALIFORNIA
                          SENIOR MANAGEMENT BONUS PLAN


       D.     Participants   must   be   employed   by   the   Bank,   Bank   of
              Tokyo-Mitsubishi  Group or a subsidiary  or affiliate  through the
              end of the performance  year in order to receive  payment.  In the
              case of retirement,  death,  permanent disability,  or exceptional
              circumstances,  deviations from eligibility may be approved at the
              sole  discretion of the President  and CEO for  non-policy  making
              EVPs  and  eligible  SVP's  and  at  the  sole  discretion  of the
              Committee for policy-making officers.

       E.     The award payments will be made as soon as administratively
              practical after the end of the fiscal year.


VI.    STAFF CHANGES

       A.     New employees will be eligible to participate  in the Plan immedi-
              ately.  Awards may be prorated based on the time in the Plan and
              the contribution of the participant.

       B.     Plan participants who are transferred to another Bank position not
              covered  by this Plan or who are on Leave of  Absence  during  the
              year will be eligible  for an award that will be  calculated  on a
              prorated basis. Incentive payments will be calculated according to
              the provisions  described in this Plan and paid on the established
              schedule for other Plan participants.


VII.   GENERAL PROVISIONS

       A.     No Contract of Employment
              -------------------------
              Neither the actions of the Bank in  establishing  this Plan or its
              provisions,  nor any action taken  according to those  provisions,
              will be construed as giving the right to a participant to continue
              in  the  employ  of the  Bank.  The  Plan  is  not a  contract  of
              employment.  No  rights  in the Plan  will  accrue  to any  person
              whether or not he/she is selected to  participate in the Plan, and
              no  person  will,  because  of the Plan  acquire  any  right to an
              accounting or to examine the books or the affairs of the Bank.

       B.     Assignment
              ----------
              No funds,  assets or other property of the Bank, and no obligation
              or liability  of the Bank under this Plan,  will be subject to any
              claim of any participant,  nor will any participant have any right
              or power  to  pledge,  encumber  or  assign  any  incentive  award
              provided for in the Plan.

                                       7

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                            UNION BANK OF CALIFORNIA
                          SENIOR MANAGEMENT BONUS PLAN


       C.     Sole and Entire Plan
              --------------------
              No Bank  director,  officer,  employee  or  other  person  has the
              authority  to enter into any  agreement,  either  written or oral,
              with any person or  participant  concerning an award or payment of
              an incentive award, or to make any representation or warranty with
              respect to any incentive  award under this plan. Only the Director
              of Human  Resources  with the  written  concurrence  of the  Chief
              Executive  Officer will have such authority.  This Plan supersedes
              any prior oral or written understanding on this subject.

       D.     Contingency
              -----------
              The Plan is contingent in character and, therefore, no rights will
              vest in any  individual  participant  under  the  Plan  until  all
              conditions of the Plan are satisfied.

       E.     Minimum Personal Performance
              ----------------------------
              Bank  management in its absolute  discretion  retains the right to
              reduce or eliminate  incentive awards which are not yet paid for a
              participant whose personal  performance  level is  unsatisfactory,
              regardless  of the Bank's or Group's  performance.  Unsatisfactory
              personal  performance  shall  be  determined  by the  Bank  in its
              absolute discretion and may include,  but only as examples and not
              as  an  exhaustive   list,   such  factors  as  misconduct,   poor
              performance appraisal rating, poor credit management, poor account
              management,   disruptive  behavior,  failure  to  adhere  to  Bank
              policies  and  procedures,  failure  to abide  by Bank  compliance
              standards,  poor audits,  failure to control or monitor  risk,  or
              other relevant factors.

       F.     No Vesting
              ----------
              The right to receive any payment of an  incentive  award shall not
              vest in any employee,  or the estate of the  employee,  until such
              payment  is  actually  made  in  accordance  with  the  terms  and
              conditions of the Plan.

       G.     Administration
              --------------
              Bank  management  shall  determine in its absolute  discretion all
              elements  and goals of the Plan.  All  determinations  made by the
              Bank  shall be  binding.  At any time prior to the date the awards
              are paid,  the Bank  reserves  the right to adjust any elements or
              goals of the Plan.

       H.     Amendment
              ---------
              Bank  management  may at any  time,  revise,  amend,  suspend,  or
              terminate in whole or in part, any or all provisions of this Plan.

       I.     Other Incentive Plans
              ---------------------
              An  individual  may not  participate  in this  Plan if  he/she  is
              participating in any business unit incentive plan.

                                       8

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                            UNION BANK OF CALIFORNIA
                          SENIOR MANAGEMENT BONUS PLAN


       J.     Tax Related Liabilities
              -----------------------
              Participants  are responsible for determining the tax consequences
              of incentive awards and arranging for appropriate  withholding and
              payment of all taxes due. The Bank will not be responsible for and
              will be held  harmless  from  liability  for  payments,  interest,
              penalties, costs or expenses incurred as a result of not arranging
              for sufficient withholding or deductions from incentive awards.

       K.     Arbitration
              -----------
              This  Plan is made,  and  shall in all  respects  be  interpreted,
              enforced and governed by and under the laws of the United  States,
              as appropriate,  and the State of California.  Any dispute arising
              out  of  or  relating  to  this  Plan  including  its  meaning  or
              interpretation  will be resolved  solely by arbitration  before an
              experienced  employment arbitrator selected in accordance with the
              model   employment   arbitration   procedures   of  the   American
              Arbitration Association.  The locations of the arbitration will be
              in San Francisco, Los Angeles or San Diego as selected by the Bank
              in good faith.  The provisions of this paragraph are exclusive for
              all purposes  and  applicable  to any and all  disputes  between a
              participant  and the Plan.  Any decision or award by an arbitrator
              shall  affect  the  Plan  solely  as to  its  obligations  to  the
              participant who requests  arbitration.  The arbitrator's  decision
              will  have no  impact  on the  Plan's  relationship  to any  other
              participant, nor will it require the Bank to interpret the Plan in
              any particular manner.

       L.     Exceptions
              ----------
              Bank  management  recognizes that  occasionally  unique or unusual
              circumstances    including,   but   not   limited   to,   internal
              reorganizations,    dual    responsibilities    or   special   and
              extraordinary  efforts by participants will arise that may require
              consideration of exceptions to Plan provisions.  Accordingly, on a
              case-by-case basis,  exceptions to any provision in this incentive
              plan may be made with the recommendation and approval of the Group
              Head,  the  Director of Human  Resources  and the Chief  Executive
              Officer or his designee.  The Committee has the sole discretion to
              approve  exceptions  applicable to  policy-making  officers.  This
              approval  may  be  sought  at  the  time  incentive  payments  are
              submitted for approval.  Any approved  exceptions  will affect the
              Plan solely as to the participant involved and will have no impact
              on other Bank employees or participants in the Plan.


       M.     Form and Timing or Payment
              --------------------------
              Incentive awards will be paid in cash, less applicable  employment
              taxes and federal,  state and foreign withholding taxes. Incentive
              awards will be  calculated  and paid as  provided in the Plan.  In
              order to  induce  continued  employment  with the  Bank,  however,
              participants must be actively employed by the Bank on the last day
              of the performance period in order to be paid the incentive award.
              Thus, participants who terminate before the end of the performance
              period shall forfeit such award. Nevertheless, based on the Bank's
              absolute  discretion,  participants whose employment is terminated
              during the performance period due to death, disability,

                                       9

<PAGE>

                            UNION BANK OF CALIFORNIA
                          SENIOR MANAGEMENT BONUS PLAN


              retirement or as a result of an organizational structure, office/
              unit closure or  reduction in force may receive a prorated  award.
              Such awards will be calculated and paid according to the normal
              procedures set forth in the Plan. All awards paid shall be final.


       N.     Benefits Unfunded and Unsecured
              -------------------------------
              The rights of a participant,  or any designated beneficiary of the
              participant,  shall  be  solely  those  of  an  unsecured  general
              creditor  of the  Bank,  and the  Bank's  obligation  shall  be an
              unfunded and unsecured promise to pay.

                                       10

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                            UNION BANK OF CALIFORNIA
                          SENIOR MANAGEMENT BONUS PLAN


                                 ACKNOWLEDGMENT



       I  acknowledge  receipt  and  have  read and  understand  the  terms  and
       conditions of the Union Bank of California Senior Management Bonus Plan.





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       Employee Signature                                  Date





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       Print Name








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