EXHIBIT 10.1

                               EXECUTIVE AGREEMENT
                               -------------------

     THIS  AGREEMENT,  effective  as of April 1, 2004 , is  entered  into by and
between Union Bank of  California,  N.A., a National  Banking  Association  (the
"Bank"), and Philip B. Flynn ("Mr. Flynn"), an individual.

     WHEREAS,  Mr. Flynn  currently is employed by the Bank as an Executive Vice
President and its Chief Credit Officer;

     WHEREAS,  Mr. Flynn has been designated a policy making officer of the Bank
and UnionBanCal Corporation ("UNBC");

     WHEREAS,  Mr. Flynn and UNBC are parties to a  Change-of-Control  Agreement
dated May 1, 2003 (the "Change-of-Control Agreement");

     WHEREAS, the parties wish to terminate and supersede the existing terms and
conditions of Mr. Flynn's employment with the Bank, including but not limited to
that  certain  Employment  Agreement  between  Mr.  Flynn  and the  Bank,  dated
September 21, 2000 and  subsequent  amendments  and  modifications  thereto (the
"2000 Employment Agreement"), but excluding the Change-of-Control Agreement; and

     WHEREAS,  the Bank  desires to continue to secure the services of Mr. Flynn
and Mr.  Flynn  desires  to  perform  services  for the  Bank on the  terms  and
conditions set forth in this Agreement;

     NOW  THEREFORE,  in  consideration  of the  foregoing  and of the  material
promises  and  conditions  contained  in this  Agreement,  the parties  agree as
follows:

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

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





                                      -1-

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

     Mr.  Flynn  shall be employed as a Vice Chair of the Bank and as Group Head
of its Commercial  Financial Services Group ("CFSG").  Mr. Flynn also shall hold
the position of Vice Chair of UNBC.  Mr. Flynn hereby  accepts such  employment.
Mr. Flynn shall devote his time, ability, attention, energy, knowledge and skill
to  performing  all  reasonable  duties as a Vice  Chair and CFSG  Group Head as
assigned to him by the Bank's Chief Executive Officer ("CEO"),  the Bank's Board
of Directors  (the "Board")  and/or UNBC's Board of Directors (the "UNBC Board")
(when  referred  to  collectively  with the  Bank's  Board,  the  "Boards").  In
addition,  Mr. Flynn shall  continue to serve as a policy making  officer of the
Bank and of UNBC.

     3. NOMINATION TO UNBC BOARD OF DIRECTORS.
        -------------------------------------

     Mr.  Flynn's name shall be included on the slate of directors  for election
to the  UNBC  Board  by the  UNBC  shareholders  at the  next  regular  election
following the  effective  date of this  Agreement.  If so elected,  Mr.  Flynn's
service as a director of the UNBC Board (a  "Director")  shall be subject to the
UNBC Board's normal policies,  including its retirement policy. Neither the Bank
nor UNBC shall be obligated to include Mr. Flynn's name on any subsequent  slate
of directors for election to the UNBC Board by the UNBC shareholders,  nor shall
a decision not to place Mr. Flynn's name on any such subsequent  slate be deemed
a breach of any duty or  obligation  owed by the Bank and/or  UNBC to Mr.  Flynn
under this Agreement. Mr. Flynn acknowledges that his nomination for Director is
not a guarantee of election or  reelection  by UNBC's  shareholders,  nor is Mr.
Flynn's  election as a Director a guarantee  that he will remain a Director  for
any specified period of time.

     4. TERM OF AGREEMENT; RENEWAL.
        --------------------------

     The term of this Agreement  shall commence on the effective date hereof and
end thirty-six (36) months after such date (the "Term"); provided, however, that
commencing  on the date one  year  after  the  date  hereof  and on each  annual
anniversary  of such date (a  "Renewal  Date"),  unless  terminated  earlier  in
accordance  with the  provisions  of  paragraph  7  hereof,  the  Term  shall be
automatically  extended  so as to  terminate  thirty-six  (36)  months from such
Renewal Date,  unless,  at least sixty (60) days prior to any Renewal Date,  the
Bank has  provided  written  notice to Mr.  Flynn  that the Term shall not be so
extended.

     5. COMPENSATION AND ADDITIONAL BENEFITS.
        ------------------------------------

          a. COMPENSATION.  Mr. Flynn's  compensation shall be subject to annual
             ------------
     review  and  adjustment   based  on  competitive   market   analysis,   the
     recommendation   of  the  Bank's  CEO,  and   approval  by  the   Executive
     Compensation  and Benefits  Committee of the Bank's Board of Directors (the
     "Board") or any other  committee  constituted by the Board for this purpose
     (as applicable,  the  "Committee").  It is the parties'  intention that Mr.
     Flynn's overall  compensation be competitive with overall  compensation for
     comparable  executive  positions at banks of similar  size and focus,  with
     year-to-year


                                      -2-

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variations based on Mr. Flynn's performance and the performance of the Bank. The
elements of Mr. Flynn's compensation shall be:

               (i) BASE SALARY. In consideration for Mr. Flynn's services to the
                   -----------
          Bank,  Mr.  Flynn  shall  receive a base  salary of not less than Four
          Hundred Seventy Five Thousand  Dollars  ($475,000.00)  per annum to be
          paid in equal  installments  as per the Bank's  salary  administration
          program.  Such amount, as may be increased from time to time, shall be
          referred to herein as "Base Salary."

               (ii) SENIOR  MANAGEMENT  BONUS PLAN.  Mr. Flynn shall continue to
                    ------------------------------
          participate  in  the  Bank's  Senior  Management  Bonus  Plan  or  any
          successor  thereto  (the  "Bonus  Plan"),  subject to the  eligibility
          requirements  and other terms and conditions of the Bonus Plan and the
          determinations of the administrator of such plan pursuant to the terms
          thereof.  Mr. Flynn's target bonus under the Bonus Plan for 2004 shall
          be ninety percent (90%) of Base Salary.

               (iii) LONG TERM INCENTIVES.  Mr. Flynn shall be eligible for long
                     --------------------
          term incentive awards available to policy making officers.  Awards may
          consist of one or more types of long term  incentives,  including  the
          grant of stock  options and  restricted  stock  under the  UnionBanCal
          Corporation Management Stock Plan or any successor thereto (the "Stock
          Plan")  and the award of  performance  shares  under  the  UnionBanCal
          Corporation  Performance  Share  Plan or any  successor  thereto  (the
          "Performance Share Plan"), with a total target economic value for 2004
          of  approximately  one  hundred  seventy  five  percent  (175%) of Mr.
          Flynn's  Base  Salary.  Any  awards of long term  incentives  shall be
          subject  to the  terms  and  conditions  of the  Stock  Plan  and  the
          Performance Share Plan, as applicable,  and the  determinations of the
          respective administrators of such plans pursuant to the terms thereof.

          b. ADDITIONAL BENEFITS. During his employment under this Agreement:
             -------------------

               (i)  RETIREMENT  AND 401(K) PLAN.  Mr. Flynn shall be entitled to
                    ---------------------------
          participate  in the Bank  retirement  and 401(k) plans that are now or
          hereafter will be in effect,  subject to the eligibility  requirements
          and other terms and conditions of such plans and the determinations of
          the administrator of such plans pursuant to the terms thereof.

               (ii)  SUPPLEMENTAL  RETIREMENT  BENEFITS.  During his  employment
                     ----------------------------------
          under this  Agreement,  Mr.  Flynn  shall be a  participant  under the
          Bank's  Supplemental  Executive  Retirement  Plan  for  Policy  Making
          Officers  (the  "PMO  SERP")  and  under  the  Union  Bank   Executive
          Supplemental  Benefit  Plan  (the  latter  of  which  is a  plan  of a
          predecessor of the Bank),  subject to the terms and conditions of such
          plans  and the  determinations  of the  administrators  of such  plans
          pursuant to the terms thereof.



                                      -3-

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               (iii)  INSURANCE  AND WELFARE  PLANS.  Mr. Flynn and his eligible
                      -----------------------------
          dependents  shall be eligible to receive such other benefits or rights
          as may be provided  under any employee  benefit  plan  provided by the
          Bank  that  is  now  or  hereafter   will  be  in  effect   (including
          participation  in  life,  medical,   disability,   dental  and  vision
          insurance plans), subject to eligibility  requirements and other terms
          and   conditions  of  such  plans  and  the   determinations   of  the
          administrators of such plans pursuant to the terms thereof.

               (iv)  DEFERRED  COMPENSATION.  Mr. Flynn shall be entitled at his
                     ----------------------
          discretion to defer payment of any or all cash compensation due to him
          under this  Agreement  under the  Bank's  Senior  Management  Deferred
          Compensation Plan or any successor thereto, subject to the eligibility
          requirements  and  other  terms  and  conditions  of such plan and the
          determinations of the administrator of such plan pursuant to the terms
          thereof.

               (v) PRIOR AWARDS OF RESTRICTED STOCK.  Awards of restricted stock
                   --------------------------------
          previously  granted to Mr. Flynn under the 2000  Employment  Agreement
          shall  continue  to vest on the  schedule  and be subject to the other
          provisions  set  forth in  subparagraph  4(c) of the  2000  Employment
          Agreement  (which shall be deemed to be incorporated  herein as if set
          out in full herein),  but in all other respects,  shall continue to be
          subject  to the  terms  and  conditions  of the  Stock  Plan  and  the
          determinations of the administrator of such plan. For purposes of this
          subparagraph  5(v),  references  in  subparagraph  4(c)  of  the  2000
          Agreement to "subparagraphs  7(a), 7(b), 7(d) or 7(f)" shall be deemed
          to  be  references  to  subparagraphs   7(a),  7(b),  7(d)  and  7(f),
          respectively, of this Agreement.

               (vi)  BENEFITS.  Generally,  Mr.  Flynn shall be eligible for and
                     --------
          participate in all of the Bank's employee benefit,  incentive,  equity
          and perquisite plans and programs,  including without limitation,  the
          Bank's Separation Pay Plan, (and any successors or additions thereto),
          on a basis  at  least  as  favorable  as that  of  similarly  situated
          executives and/or policy making officers,  as the case may be, subject
          to the eligibility requirements and other terms and conditions of such
          plans and programs and the  determinations  of the  administrators  of
          such plans and programs pursuant to the terms thereof.

     6. OUTSIDE ACTIVITIES AND NON-COMPETITION.
        --------------------------------------

     During the term of this  Agreement,  and subject to  paragraph 1, Mr. Flynn
shall devote his time, ability,  attention,  energy,  knowledge and skill to the
business  of the  Bank,  including  as a  Director.  During  the  term  of  this
Agreement,  Mr. Flynn shall not, directly or indirectly,  either as an employee,
employer, consultant, agent, principal, partner, shareholder, corporate officer,
director, or in any other capacity, engage or assist any third party in engaging
in any  business  competitive  with the  business  of the Bank,  UNBC,  or their
subsidiaries,  without the written approval of the CEO.  Investments in publicly
traded corporations  through brokerage accounts or in mutual funds,  investments
through private equity funds in which Mr. Flynn has less than a one


                                      -4-

<PAGE>


percent (1%) interest, or depositor/borrower  relationships with other financial
institutions  are not intended to be covered by this  paragraph.  Following  his
employment with the Bank, Mr. Flynn shall not engage in unfair  competition with
the Bank or aid others in any unfair  competition with the Bank. For purposes of
this Agreement,  "unfair competition" shall mean a violation by Mr. Flynn of any
continuing  obligation he may have pursuant to the Bank's Business  Standards of
Conduct regarding the use or disclosure of the Bank's confidential  information,
but shall not include use or disclosure by Mr. Flynn of the Bank's  confidential
information  where such  information has become generally known in the financial
services industry other than through an improper act of Mr. Flynn or Mr. Flynn's
legally required reporting or disclosure of such information.

     7. TERMINATION OF EMPLOYMENT.
        -------------------------

     This Agreement shall terminate as follows:

          a. BY DEATH.  This Agreement shall be terminated upon the death of Mr.
             --------
     Flynn.  The Bank's total liability to Mr. Flynn in the event of termination
     of Mr. Flynn's  employment under this subparagraph  shall be limited to the
     payment  (on  his  behalf)  of  Mr.  Flynn's  salary,  benefits  and  other
     compensation  as set forth in  paragraph  5 of this  Agreement  through the
     effective  date of  termination  and any other benefits or rights under any
     benefit plan or program pursuant to the terms thereof.

          b. BY DISABILITY.  If Mr. Flynn fails to perform his duties  hereunder
             -------------
     by reason of any physical or mental  incapacity,  for a period of more than
     one hundred  eighty (180) days in the  aggregate in any three hundred sixty
     five (365) day period,  then, to the extent  permitted by law, the Bank may
     terminate Mr.  Flynn's  employment on written notice given while he remains
     so  disabled.  The  Bank's  total  liability  to Mr.  Flynn in the event of
     termination  of Mr. Flynn's  employment  under this  subparagraph  shall be
     limited  to  the  payment  of  Mr.  Flynn's  salary,   benefits  and  other
     compensation  as set forth in  paragraph  5 of this  Agreement  through the
     effective  date of  termination  and any other benefits or rights under any
     benefit  plan or program  pursuant  to the terms  thereof.  Nothing in this
     paragraph 7 is intended to preclude Mr. Flynn from exercising any rights he
     may  have  under  the  Bank's  Short  Term  Disability  Plan or  Long  Term
     Disability Plan or any respective  successors  thereto,  in accordance with
     the eligibility requirements and other terms and conditions of such plans.

          c. FOR CAUSE.  The Bank reserves the right to terminate this Agreement
             ---------
     immediately,  at any time, if: Mr. Flynn (i) fails to attempt in good faith
     to perform the duties  which he is  required to perform  under the terms of
     this Agreement  after written  notice and a reasonable  opportunity to cure
     such  failure;  (ii)  commits  any  material  act  of  dishonesty,   fraud,
     misrepresentation  or willful  misconduct with regard to the Bank or in the
     performance of his duties hereunder which would violate the Bank's Business
     Standards of Conduct;  (iii) is guilty of gross carelessness with regard to
     a material matter in the performance of his duties;  (iv) fails to obey the
     written  lawful  direction  of the Bank's  CEO,  the Board  and/or the UNBC
     Board;  or (v) is convicted of, or pleads nolo


                                      -5-

<PAGE>


     contendere to, a felony or any other crime involving fraud, dishonesty or a
     breach of trust.  Nothing in the preceding  sentence is intended to include
     legally required or other reporting or disclosure by Mr. Flynn of financial
     information  regarding the Bank in the ordinary course of his employment as
     a Vice Chair,  CFSG Group Head,  or any other title or position he may hold
     during the term of this Agreement.  The Bank's total liability to Mr. Flynn
     in  the  event  of  termination  of  Mr.  Flynn's   employment  under  this
     subparagraph  shall  be  limited  to the  payment  of Mr.  Flynn's  salary,
     benefits  and  other  compensation  as set  forth  in  paragraph  5 of this
     Agreement  through the effective date of termination and any other benefits
     or rights under any benefit plan or program pursuant to the terms thereof.

          d.  WITHOUT  CAUSE.  The Bank  reserves  the right to  terminate  this
              --------------
     Agreement  without cause, for any reason and at any time, by written notice
     to Mr.  Flynn  from  the  CEO.  In the  event  of  termination  under  this
     subparagraph  7(d),  and subject to the  conditions  set forth herein,  Mr.
     Flynn shall be entitled to receive the  payments  described in (i) and (ii)
     below without any  obligation to mitigate and without  offset for any other
     amounts earned.

               (i) If Mr.  Flynn has not yet  attained age 65 at the time of his
          termination  of  employment,  and  provided  Mr.  Flynn  executes  the
          "General and Special Release"  (attached hereto as Exhibit A), then in
          consideration for such Release, the Bank will provide Mr. Flynn with:

                    (A) The greater of (I) two years of  separation  pay payable
               as salary  continuation  on a payroll  by  payroll  basis,  in an
               amount  equal  to Mr.  Flynn's  Base  Salary  at the  time of his
               termination,  plus a prorated  bonus amount each  payroll  period
               equal to the average of Mr. Flynn's  annual bonus  (excluding any
               amount that  represents  an award of long term  incentives by the
               Bank) for the three (3) most  recent  bonus  determination  years
               divided by the number of payroll periods in the year, or (II) the
               salary continuation amount payable under the Bank's then existing
               separation pay plan; and

                    (B)  Benefits  (other  than salary  continuation)  available
               and/or payable to similarly situated executives and policy making
               officers  under the Bank's  separation  pay plan in effect at the
               time of his termination of employment. A true and correct copy of
               the Bank's  Separation  Pay Plan as in effect on the date of this
               Agreement  is  attached  hereto as  Exhibit  B.  Grants of equity
               awarded to Mr. Flynn prior to his termination of employment under
               this Agreement shall be treated as provided for in the applicable
               grant agreement, Board resolution, UNBC Board resolution, or Bank
               policy.

               (ii) The Bank will provide Mr.  Flynn with  salary,  benefits and
          other  compensation  as set  forth in  paragraph  5 of this  Agreement
          through the effective


                                       -6-

<PAGE>


          date of termination and any other benefits or rights under any benefit
          plan or program pursuant to the terms thereof.

          A termination of this  Agreement on account of Mr. Flynn's  disability
     shall be governed by subparagraph 7(b) and not this  subparagraph  7(d). In
     addition,  in the event Mr. Flynn dies while receiving salary  continuation
     benefits under subparagraph 7(d)(i)(A) above, then Mr. Flynn shall have the
     remaining salary continuation,  if any, paid to his Designated  Beneficiary
     under Exhibit C attached hereto.

          e. BY MR.  FLYNN  WITHOUT  CAUSE.  Mr.  Flynn  reserves  the  right to
             -----------------------------
     terminate this Agreement for any reason (other than the reason set forth in
     subparagraph  7(f)) upon reasonable  written notice to the Bank. The Bank's
     total  liability to Mr. Flynn in the event of  termination  of Mr.  Flynn's
     employment under this  subparagraph  shall be limited to the payment of Mr.
     Flynn's salary, benefits and other compensation as set forth in paragraph 5
     of this Agreement  through the effective date of termination  and any other
     benefits or rights under any benefit plan or program  pursuant to the terms
     thereof.

          f. BY MR.  FLYNN FOR CAUSE.  Subject to the  further  conditions  next
             -----------------------
     described,  Mr.  Flynn may  terminate  this  Agreement by giving sixty (60)
     days' written notice to the Bank of the occurrence of any of the following:
     (i) a reduction in title as set forth in paragraph 2 hereof  (including Mr.
     Flynn no longer  serving in the  capacity or under the title of Vice Chair,
     Group Head of CFSG, or policy making officer), (ii) a material reduction of
     his duties, authority or responsibility,  (iii) a material reduction in his
     overall  compensation  package  other  than as a result of the  competitive
     market  analysis  and/or  year-to-year   variations  based  on  performance
     described in subparagraph 5(a) hereof, (iv) a reduction in Base Salary, (v)
     a failure by the Bank to  nominate  Mr.  Flynn for  election  as a Director
     pursuant  to  paragraph  3 hereof,  (vi) a failure  by the Bank to  provide
     employee  benefits  (including  equity,  incentives and perquisites) to Mr.
     Flynn on a basis at least as  favorable  as that which it provides to other
     similarly  situated  executives and/or policy making officers,  as the case
     may be,  as set  forth in  subparagraph  5(vi)  hereof,  or (vii) any other
     material breach of the provisions  hereof by the Bank. In order to elect to
     terminate this Agreement pursuant to this subparagraph 7(f), Mr. Flynn must
     submit the written notice to the Bank within sixty (60) days of his gaining
     knowledge of the applicable  act or event.  Mr. Flynn shall not be entitled
     to elect to terminate this Agreement  pursuant to this subparagraph 7(f) if
     prior to Mr. Flynn's termination date the Bank corrects the deficiency upon
     which Mr.  Flynn's  election to terminate  is based.  In the event that Mr.
     Flynn is entitled to and elects to  terminate  this  Agreement  pursuant to
     this  subparagraph  7(f),  (i) he  shall be  entitled  to  receive  salary,
     benefits  and  other  compensation  as set  forth  in  paragraph  5 of this
     Agreement  through the effective date of termination and any other benefits
     or rights under any benefit plan or program  pursuant to the terms thereof,
     and (ii) if he has not yet attained  age 65 at the time of his  termination
     of  employment  and further  executes  the  "General  and Special  Release"
     (attached hereto as Exhibit A), then in consideration for such Release, the
     Bank will provide Mr. Flynn with the salary  continuation  and benefits set
     forth  in  subparagraphs  7(d)(i)(A)  and (B)  without  any  obligation  to
     mitigate or offset for other  amounts  earned.  In the event Mr. Flynn dies


                                       -7-

<PAGE>


     while  receiving  salary  continuation  benefits  described in subparagraph
     7(d)(i)(A)   above,   then  Mr.  Flynn  shall  have  the  remaining  salary
     continuation and benefits, if any, paid to his Designated Beneficiary under
     Exhibit C attached hereto.

          g.  RESIGNATION OF POSITIONS.  Upon  termination of employment for any
              ------------------------
     reason  whatsoever,  Mr.  Flynn shall be deemed to have  resigned  from all
     offices  and  positions  with  the  Boards,   the  Bank,  UNBC,  and  their
     subsidiaries.  Mr. Flynn agrees that,  in connection  with his  termination
     under this Agreement,  he will tender such written resignations as required
     by the Bank.

     8. PROHIBITION OF ASSIGNMENT.

     This  Agreement  is personal to Mr. Flynn and he may not assign or delegate
any of his rights or obligations  hereunder  without first obtaining the written
consent of the Bank.

     9. EFFECT ON PRIOR AGREEMENTS.
        --------------------------

     As  of  the  effective  date  of  this   Agreement,   except  as  otherwise
specifically provided herein, the 2000 Employment Agreement shall no longer have
any force or effect,  and the parties  hereby  waive any and all rights to which
either  party  is now or  may in the  future  be  entitled  to  under  the  2000
Employment  Agreement and any other prior written,  verbal or other agreement or
understanding  between  Mr.  Flynn  and  the  Bank  or  any  parent,  affiliate,
subsidiary,  predecessor,  assign, officer, director,  employee,  shareholder or
agent  of  the  Bank,  respectively),  regarding  the  subject  matter  of  this
Agreement.  Notwithstanding  the  foregoing,  nothing  in  this  paragraph  9 is
intended to  constitute a waiver by Mr. Flynn of (i) any and all salary,  bonus,
benefits,  reimbursement  and all other  compensation and other amounts to which
Mr. Flynn was entitled through the effective date of this Agreement; or (ii) any
rights which Mr. Flynn may have pursuant to the Change-of-Control Agreement.

     10. UNBC OR BANK SUCCESSOR.
         ----------------------

     For all purposes  under this  Agreement,  the term "UNBC" shall include any
successor to UNBC's business and/or assets, by purchase, merger,  consolidation,
reorganization, liquidation or otherwise. For all purposes under this Agreement,
the term  "Bank"  shall  include any  successor  to the Bank's  business  and/or
assets,  by purchase,  merger,  consolidation,  reorganization,  liquidation  or
otherwise,  and, in such an event,  for all purposes under this  Agreement,  the
term "UNBC" also shall mean the U.S.  parent company to such successor  (and, if
there is no such U.S.  parent  company,  the successor  itself).  This Agreement
shall inure to the benefit of and be binding upon any such successor to UNBC and
the Bank to which Mr. Flynn's employment is transferred.  Mr. Flynn's employment
shall not be transferred except to a successor,  as such term is defined in this
paragraph 10, and then only upon such  successor  assuming the obligation of the
Bank hereunder in a writing promptly delivered to Mr. Flynn.


                                      -8-

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     11. ARBITRATION.
         -----------

     Any  controversy   between  the  Bank,  UNBC  or  their  parent  companies,
subsidiaries and affiliates and Mr. Flynn arising out of Mr. Flynn's  employment
or the termination thereof,  involving the construction or application of any of
the terms,  provisions or conditions of this Agreement, or otherwise arising out
of or relating to this Agreement and any controversy  arising out of or relating
to Exhibit A to this Agreement (the "General and Special  Release") or involving
a claim of race, sex, religious,  age, disability,  medical condition (in and as
defined  under  California  law),   marital  status,   veteran  status,   sexual
orientation  or  national  origin  discrimination  under  Title VII of the Civil
Rights Act of 1964, as amended,  the Americans with Disabilities Act of 1990, as
amended,  the Age  Discrimination in Employment Act, as amended,  the Family and
Medical Leave Act, the California  Fair Employment and Housing Act, or any other
federal, state or local laws, shall be settled by arbitration in accordance with
the  employment  dispute  resolution or other  applicable  rules of the American
Arbitration  Association in effect on the effective date of this Agreement,  and
judgment on the award rendered by the  arbitrator(s) may be entered by any court
having jurisdiction  thereof.  Reasonable limited discovery will be permitted in
the form of the right of each party to take the deposition of one individual and
any expert witness designated by the other party. Each party shall also have the
right to make requests for  discovery of relevant  documents to the other party.
Additional  discovery  may be had only where the  arbitrator  so orders,  upon a
showing of  substantial  need.  The Bank and Mr. Flynn each shall bear their own
costs and legal fees associated with the arbitration, except that the arbitrator
shall have the right in his  discretion  to award  reasonable  legal fees to the
prevailing party in the  arbitration.  Notwithstanding  the foregoing,  the Bank
shall bear the cost of the  arbitrator  (including  the costs of  establishing a
facility for and otherwise  administering the arbitration).  The location of the
arbitration  shall be in Los Angeles,  California,  and the arbitration shall be
conducted so as to result in the rendering of the  arbitrator's  decision within
ninety (90) days after the original demand for arbitration. The arbitrator shall
be required to issue written  findings and  conclusions  underlying the basis of
such decision.

     This paragraph 11 of this Agreement and the obligations provided for herein
shall  survive the  termination  of this  Agreement and remain in full force and
effect following the termination of Mr. Flynn's employment with the Bank.

     12. INDEMNIFICATION.
         ---------------

     The Bank and UNBC agree to defend,  indemnify  and hold  harmless Mr. Flynn
from all claims,  causes of action or complaints  made or filed by any party for
acts performed in the course and scope of his employment and attributable to Mr.
Flynn's employment under this Agreement (including as a Director) to the fullest
extent  permitted by applicable  law. The Bank further  agrees that Mr.  Flynn's
rights  under  any  applicable  policy  of  directors  and  officers'  liability
insurance  for acts  performed  in the  course and scope of his  employment  and
attributable  to Mr. Flynn's  employment  under this  Agreement  (including as a
Director) shall not cease upon the  termination of this Agreement,  and the Bank
and UNBC  shall  continue  coverage  of Mr.  Flynn  therefore  thereafter  under
successor  policies.  This paragraph 12 and the obligations  provided for herein
shall survive the termination of this Agreement.


                                      -9-

<PAGE>

     13. MODIFICATION.
         ------------

     Any  modification  of this  Agreement  will be  effective  only if it is in
writing and signed by the parties to be bound thereby.

     14. ENTIRE AGREEMENT.
         ----------------

     This Agreement  constitutes the entire  agreement  between the Bank and Mr.
Flynn  pertaining to the subject  matter  hereof,  and  supersedes  all prior or
contemporaneous  written or verbal agreements and understandings  with Mr. Flynn
in connection with the subject matter hereof.

     15. GOVERNING LAW.
         -------------

     Except as otherwise  provided  herein,  this  Agreement  and the rights and
obligations  hereunder  shall be governed by the laws of the State of  Delaware.
The parties to this Agreement  specifically  consent to the  jurisdiction of the
courts  of  California  over  any  action  arising  out of or  related  to  this
Agreement.

     16. SEVERABILITY.
         ------------

     If any  provision  of  this  Agreement  is held  by a  court  of  competent
jurisdiction  to be invalid,  void or  unenforceable,  the remaining  provisions
shall, nevertheless, continue in full force and effect without being impaired or
invalidated in any way.

     17. WAIVER.
         ------

     The  parties  hereto  shall  not be  deemed  to have  waived  any of  their
respective  rights  under this  Agreement  unless  the waiver is in writing  and
signed by such waiving party. No delay in exercising any right shall be a waiver
nor shall a waiver on one occasion operate as a waiver of such right on a future
occasion.

     18. NOTICES.
         -------

     All notices  provided for herein shall be in writing and shall be deemed to
have been given when delivered  personally,  when deposited in the United States
mail, registered or certified, postage prepaid, or when delivered to a messenger
service, addressed as follows:

          To the Bank:              Paul E. Fearer
                                    Executive Vice President
                                    Union Bank of California, N.A.
                                    400 California Street
                                    San Francisco, CA 94104


                                      -10-

<PAGE>


or to the then current  Director of Resources of the Bank at the time the notice
is given.

          To  Mr. Flynn:            Philip B. Flynn
                                    Vice Chair
                                    Union Bank of California, N.A.
                                    445 South Figueroa Street
                                    Los Angeles, CA 90071

or to Mr. Flynn at such home  address as may be reflected in the Bank's  records
at the time the notice is given.

     19. EXECUTIVE COMPENSATION AND BENEFITS COMMITTEE.
         ---------------------------------------------

     If at the time of a  determination  under this Agreement no Committee is in
existence,  references to the Committee  under this Agreement shall be deemed to
be references to the Board.

     [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]




















                                      -11-

<PAGE>


     20. WITHHOLDING TAXES.
         -----------------

     The Bank shall withhold and deduct all applicable  federal and local taxes,
as required by applicable laws, from any payments made under this Agreement.

     IN WITNESS WHEREOF,  the parties have executed this Agreement by their duly
authorized officers or agents.



Dated:    2/25/04                         UNION BANK OF CALIFORNIA, N.A.
      --------------


                                          By     /S/ PAUL E. FEARER
                                            ---------------------------------
                                                     Paul E. Fearer
                                                 Executive Vice President



AGREED AS APPLICABLE:

Dated:    2/25/04                         UNIONBANCAL CORPORATION
      ---------------


                                          By     /S/ PAUL E. FEARER
                                            ---------------------------------
                                                     Paul E. Fearer
                                                 Executive Vice President




Dated:    2/25/04                               /S/ PHILIP B. FLYNN
      ----------------                   ------------------------------------
                                                    Philip B. Flynn






                                      -12-

<PAGE>


                                    EXHIBIT A

                           GENERAL AND SPECIAL RELEASE


     1. In return for the  benefits  provided  for in  subparagraphs  7(d)(i) or
7(f)(ii)  of the  Executive  Agreement  entered  into as of April 1,  2004  (the
"Agreement"),  the adequacy of which as  consideration  is hereby  acknowledged,
Philip B. Flynn  (hereinafter  "Mr.  Flynn")  hereby fully  releases and forever
discharges  Union  Bank  of  California,   N.A.,  its  parent,  affiliated,  and
subsidiary corporations,  its and their successors and assigns, and the past and
present  officers,  directors,  employees,  shareholders,  agents  and  employee
benefit  plans of each  (hereinafter  collectively  the "Bank") from any and all
actions,  causes  of  action,  claims,  demands,  damages,  and  liabilities  of
whatsoever  kind or  character,  in law or in  equity,  now  known  or  unknown,
suspected or unsuspected, past or present, that he has ever had or currently may
have against them or any of them including,  but not limited to, claims of race,
sex,  religious,  age,  disability,  medical  condition (in and as defined under
California law), marital status,  veteran status, sexual orientation or national
origin  discrimination  under  Title VII of the  Civil  Rights  Act of 1964,  as
amended,  the  Americans  with  Disabilities  Act of 1990,  as amended,  the Age
Discrimination in Employment Act, as amended,  the Family and Medical Leave Act,
the California Fair Employment and Housing Act, and any other federal,  state or
local laws,  arising out of or in any way related to Mr. Flynn's employment with
the Bank or the  termination  of that  employment.  Except as  otherwise  may be
provided by law,  Mr.  Flynn  further  agrees not to  institute  in any state or
federal  court any action or claim of any kind  against the Bank.  Execution  of
this  document by Mr. Flynn  operates as a complete bar and defense  against any
and all  current  claims of any type that may be made by Mr.  Flynn  against the
Bank, provided,  however, that nothing in this release is intended to affect Mr.
Flynn's right to seek a remedy in arbitration to resolve any controversy arising
out of the construction or application of the terms, provisions or conditions of
the  Agreement.  Notwithstanding  the  foregoing,  nothing  in this  Release  is
intended  to  constitute  a  waiver  by Mr.  Flynn  of any  right  or  claim  to
indemnification or to directors' and officers'  liability  insurance coverage or
any right or claim  under any  applicable  policy of  directors'  and  officers'
liability  insurance  he may have now or in the  future  have or any rights as a
shareholder of the Bank.

     2. Mr. Flynn and the Bank  understand and expressly  agree that the release
granted in Paragraph 1 extends to all claims of every nature and kind,  known or
unknown,  suspected or  unsuspected,  past or present,  which Mr. Flynn may have
against the Bank arising from or related to his employment  with the Bank or the
termination of that  employment and that any and all rights granted to Mr. Flynn
under  Section 1542 of the  California  Civil Code or any  analogous  state law,
federal law, or  regulation  are hereby  expressly  waived.  Section 1542 of the
California Civil Code provides that:

     A general  release does not extend to claims  which the  creditor  does not
     know or suspect to exist in his favor at the time of executing the release,
     which if known by him must have materially affected his settlement with the
     debtor.


                                      -1-

<PAGE>


     3. Mr. Flynn agrees that this  General and Special  Release,  the terms and
conditions of the  Agreement,  and any and all actions in accordance  therewith,
are strictly confidential.  Therefore, the terms and conditions of the Agreement
shall  not be  disclosed,  discussed,  or  revealed  by Mr.  Flynn to any  other
persons, entities or organization, whether within or outside the Bank, except by
Mr. Flynn to his immediate family,  attorneys or personal financial advisors, or
as may be  required by  applicable  law,  or to enforce  the terms  hereof.  The
foregoing  limitation  shall not apply to the extent that the  Agreement or this
General and Special Release has become part of the public record.

     4. Mr. Flynn  acknowledges and agrees that in the course of employment with
the Bank he has acquired  confidential  information and trade secrets concerning
the  Bank,  business  strategies,   corporate   structure,   regulatory  issues,
securities, litigation, claims, threatened claims, affiliate transactions, Board
of Directors,  Board Committee  business,  government  relations,  Office of the
Comptroller of the Currency  relations and other highly private and confidential
data (collectively,  the "Confidential  Information").  Mr. Flynn agrees that he
shall not use or  disclose  any  Confidential  Information  acquired  during the
course of his  employment  with the Bank to any third party  without the express
written consent of the Chief Executive Officer of the Bank;  provided,  however,
that the foregoing  shall not apply to (i)  information  that becomes  generally
known in the  financial  services  industry  other than as a result of  improper
disclosure by Mr. Flynn and (ii) Mr. Flynn's  compliance with a subpoena,  court
order or other proper legal process or regulatory  requirements  or inquiry.  In
the case of (ii),  to the extent not  otherwise  prohibited  by law,  Mr.  Flynn
agrees to provide the Bank with prompt notice of the receipt thereof so that the
Bank can have the  opportunity  to  object  to such  disclosure  or to  obtain a
protective order.

     5. Mr. Flynn  acknowledges  and agrees that in the event that he materially
breaches the promises set forth in this General and Special  Release  and/or any
of the  applicable  provisions of the  Agreement,  and does not cure such breach
after  written  notice  thereof,  Mr. Flynn shall have no right to the severance
payments and benefits provided for under the Agreement.

     6.  Mr.  Flynn  has  read  this  instrument,  has  had the  opportunity  of
consulting with an attorney  regarding it, and signs it voluntarily and with the
intention of being bound by it. Mr. Flynn  understands  that he is waiving legal
rights by signing this Release.

     7. Mr. Flynn  acknowledges  that he has been given at least twenty-one (21)
days within which to consider this Release.  Mr. Flynn  understands  that he may
revoke this Release upon written  notice to the Bank within seven (7) days after
execution of it and that this Release will not become effective or unenforceable
until the eighth (8th) day after its execution.



Dated:  _______________                     ____________________________________
                                                       Philip B. Flynn


                                      -2-