SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN FOR POLICY MAKING OFFICERS

ESTABLISHMENT AND
PURPOSE

Effective January 1, 1999, Union Bank of California, National Association established the Union Bank Supplemental Executive Retirement Plan for Policy Making Officers to provide certain executives with retirement benefits in excess of those benefits provided under the Company’s Retirement Plan.

Using an earnings definition based on base pay, and bonuses and incentive payments and based on service completed on or after January 1, 1997, but excluding other forms of compensation, the Plan supplements benefits under the Retirement Plan to the extent such benefits are reduced due to the limits of Sections 401(a)(17) and 415 of the Code. The Plan is intended to be an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees, as described in Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.

The Bank hereby amends and restates the Plan in its entirety effective September 18, 2008.

ARTICLE 1

DEFINITIONS

Except as follows, all capitalized terms used in this Plan have the same meaning as in the Retirement Plan:

1.1                                  “Bank” means Union Bank of California, National Association, a national banking association organized under the laws of the United States, or any successor in interest. Prior to April 1, 1996 the Bank was known as Union Bank.

1.2                                  “Board” means the Board of Directors of the Bank.

1.3                                  “Company” means the Bank and any other corporation, trade or business which is authorized to participate in the Plan by the Board and which constitutes a controlled group or an affiliated service group of which the Bank is a member, or are under common control with the Bank, within the meaning of Code Section 414(b), (c), (m), or (o), but only for the period during which the relationship exists.

1.3A                        “Domestic Partner” means Domestic Partner, as defined in the Union Bank of California Retirement Plan.

1.4                                  “Involuntary Termination” means a termination of employment under circumstances which render the Participant eligible for severance benefits from the Company (provided the Participant has executed a release agreement).

1.5                                  “Participant” means an executive of the Company who participates in the Plan pursuant to Article 2.

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1.6                                  “Plan” means this Union Bank of California N.A. Supplemental Executive Retirement Plan for Policy Making Officers.

1.7                                  “Plan Earnings” means, notwithstanding the Retirement Plan’s definition of Earnings, for purposes of determining a Participant’s accrued benefit under the Plan, a Participant’s regular base salary or wages received for services rendered to the Company, including bonuses and incentive payments based on services completed on or after January 1, 1997, base salary deferred under the Company’s Senior Management Deferred Compensation Plan, Separation Pay Plan payments, and amounts deferred pursuant to Code Section 125, 401(k), 402(e)(3), 402(h) or 403(b) which if paid, would have been Plan Earnings. Plan Earnings do not include commissions, overtime, premium payments, restricted stock awards, bargain element on stock options (which, for purposes of clarification, includes payment of the bargain element upon the cancellation of stock options), special amounts or payments, or indemnities.

1.8                                  “Retirement Plan” means the Union Bank of California Retirement Plan. References in the Plan to sections of the Retirement Plan shall be deemed to refer to any sections adopted as successors to those sections pursuant to an amendment of the Retirement Plan.

1.9                                  “Vested Termination Benefit” means a vested benefit payable under Section 3.9 of the Retirement Plan.

ARTICLE 2

PARTICIPATION

The Participants in the Plan shall be those Company employees who are policy making officers and who are selected for Plan participation by the Bank. The Bank’s chief executive officer shall recommend Company employees for consideration to the Executive Compensation and Benefits Committee of the Board (the “Committee”), and the Committee shall approve the employees who will be allowed to participate in the Plan.

ARTICLE 3

RETIREMENT AND DISABILITY BENEFITS

A Participant shall be entitled to a benefit under this Plan only if he or she is vested in and is eligible for: (1) a vested termination benefit under Section 3.9 of the Retirement Plan, (2) a Normal Retirement Benefit under Section 3.1 of the Retirement Plan, (3) an Early Retirement Benefit under Sections 3.2 to 3.7 or 3.9A of the Retirement Plan, or (4) a Deferred Retirement Benefit under Section 3.10 of the Retirement Plan. No benefits shall be paid under this Plan with respect to a Participant who is not entitled to a benefit under the sections of the Retirement Plan referenced in the preceding sentence; in particular, no benefits shall be paid under this Plan with respect to a Participant who is only entitled to benefits under the Retirement Plan pursuant to

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Article V (Death Benefits), or Article VI (Disability Benefits), except as set forth in Sections 4.5 or 4.7 of this Plan.

ARTICLE 4

BENEFIT CALCULATION AND DISTRIBUTION

4.1                                  Normal Retirement . A Participant who is eligible for a Normal Retirement Benefit under the Retirement Plan shall receive a normal retirement benefit hereunder equal to the excess of (1) the Participant’s Normal Retirement Benefit under the Retirement Plan, calculated using Plan Earnings as defined in Section 1.7 but without regard to the limits of Code Sections 401(a)(17) and 415, over (2) the Participant’s Normal Retirement Benefit under the Retirement Plan. A normal retirement benefit hereunder shall be calculated as of the date that the Participant’s employment terminates and shall commence on the first day of the next calendar month, without regard to the date that benefits commence under the Retirement Plan. If the Participant is married or, effective May 1, 2006, has a Domestic Partner, when his or her employment terminates, then the normal retirement benefit hereunder shall be paid to the Participant in the form of a 50% joint and survivor annuity with the Participant’s spouse or Domestic Partner as the joint annuitant. If the Participant is unmarried and, effective May 1, 2006, does not have a Domestic Partner when his or her employment terminates, then the normal retirement benefit hereunder shall be paid to the Participant in the form of a single life annuity.

4.2                                  Early Retirement . A Participant who is eligible for an Early Retirement Benefit under the Retirement Plan shall receive an early retirement benefit hereunder equal to the excess of (1) the Participant’s Early Retirement Benefit under the Retirement Plan, calculated using Plan Earnings as defined in Section 1.7 but without regard to the limits of Code Sections 401(a)(17) and 415, over (2) the Participant’s Early Retirement Benefit under the Retirement Plan. An early retirement benefit hereunder shall be calculated as of the date that the Participant’s employment terminates and shall commence on the first day of the next calendar month, even if the Participant elects a later Early Retirement Date under the Retirement Plan. If the Participant is married or, effective May 1, 2006, has a Domestic Partner, when his or her employment terminates, then the early retirement benefit hereunder shall be paid to the Participant in the form of a 50% joint and survivor annuity with the Participant’s spouse or Domestic Partner designated as the joint annuitant. If the Participant is unmarried and, effective May 1, 2006, does not have a Domestic Partner when his or her employment terminates, then the early retirement benefit hereunder shall be paid to the Participant in the form of a single life annuity.

4.3                                  Deferred Retirement . A Participant who is eligible for a Deferred Retirement Benefit under the Retirement Plan shall receive a deferred retirement benefit hereunder equal to the excess of (1) the Participant’s Deferred Retirement Benefit under the Retirement Plan, calculated using Plan Earnings as defined in Section 1.7 but without regard to the limits of Code Sections 401(a)(17) and 415, over (2) the Participant’s Deferred Retirement Benefit under the Retirement Plan. A deferred retirement benefit hereunder shall be calculated as of the date that the Participant’s employment terminates and shall commence on the first day of the next calendar month, without regard to the date that benefits commence under the Retirement Plan. If the Participant is married or, effective May 1, 2006, has a Domestic Partner, when his or her employment terminates, then the deferred retirement benefit hereunder shall be paid to the

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Participant in the form of a 50% joint and survivor annuity with the Participant’s spouse or Domestic Partner as the joint annuitant. If the Participant is unmarried and, effective May 1, 2006, does not have a Domestic Partner, when his or her employment terminates, then the deferred retirement benefit hereunder shall be paid to the Participant in the form of a single life annuity.

4.4                                  Vested Termination Benefit . A Participant who is entitled to benefits only under Section 3.9 of the Retirement Plan (Vested Terminated Participants) shall receive a vested termination benefit hereunder equal to the excess of (1) the Participant’s Vested Termination Benefit under the Retirement Plan, calculated using Plan Earnings as defined in Section 1.7 but without regard to the limits of Code Sections 401(a)(17) and 415, over (2) the Participant’s Vested