AMENDMENT TO CHANGE-OF-CONTROL AGREEMENT

EXHIBIT 10.31

AMENDMENT TO CHANGE-OF-CONTROL AGREEMENT

        THIS AMENDMENT to the Change-of-Control Agreement between UnionBanCal Corporation, a California corporation (the "Company") and                                      (the "Executive") dated as of                                      (the "Agreement") is entered into by and between the Company and the Executive effective as of January 1, 2005.

        WHEREAS, the parties wish to make certain modifications to the Agreement to comply with Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A);

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

        1.     The Agreement is hereby incorporated by reference herein and made a part hereof, subject to the specified modifications set forth herein.

        2.     Section 3(b)(2) is hereby amended by replacing the last sentence thereof with the following sentence:

        "Each such Annual Bonus shall be paid within 2 ¹ / 2 months after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus."

        3.     Section 5(a)(3) is hereby amended and restated in its entirety as follows:

        "(3) the Company shall, at its sole expense as incurred, provide the Executive with reasonable outplacement services the scope and provider of which shall be selected by the Executive in the Executive's sole discretion, provided that the cost of such outplacement shall not exceed 15% of the Executive's Annual Base Salary and the period during which the services are provided shall not extend beyond the end of the second full calendar year following the calendar year in which the Executive's employment terminates; and"

        4.     A new Section 5A is hereby added to the Agreement, immediately following Section 5, as follows:

        "SECTION 5A. Section 409A .

        (a)   Notwithstanding any provision to the contrary in this Agreement, the Company shall delay the commencement of payments or benefits coverage to which the Executive would otherwise become entitled under the Agreement in connection with the Executive's termination of employment until the earlier of (i) the expiration of the six-month period measured from the date of the Executive's "separation from service" with the Company (as such term is defined in Treasury Regulations issued under Section 409A of the Code (defined below)) or (ii) the date of the Executive's death, if the Company in good faith determines that the Executive is a "specified employee" within the meaning of that term under Code Section 409A at the time of such separation from service and that such delayed commencement is otherwise required in order to avoid a prohibited distribution under Section 409A(a)(2) of the C