Exhibit 24.2


                                                         UnionBanCal Corporation
                                                         February 23, 2005

WHEREAS,  officers of  UnionBanCal  Corporation  (the  "Corporation")  have made
presentations  to the Audit  Committee and the Board of Directors  regarding the
Corporation's financial results for the year ended December 31, 2004; and

WHEREAS,  the Audit  Committee has had an  opportunity  to review and comment on
such results; and

WHEREAS,  based on the Audit  Committee's  discussion  with  management  and the
independent  auditors and the Audit Committee's  review of the representation of
management and the report of the  independent  auditors to the Audit  Committee,
the Audit Committee  recommended that the Board of Directors include the audited
consolidated  financial  statements in the Company's  Annual Report on Form 10-K
for the year  ended  December  31,  2004,  to be filed with the  Securities  and
Exchange Commission;

NOW,  THEREFORE,  BE IT RESOLVED that the President and Chief Executive Officer,
the Vice Chairmen and the Executive Vice President and Chief  Financial  Officer
and such other officers of the  Corporation as they shall  designate in writing,
be, and they hereby are,  authorized and empowered on behalf of the  Corporation
to execute the Form 10-K, in substantially  the form submitted to the Board, and
file it with the Securities and Exchange  Commission  pursuant to the Securities
Exchange Act of 1934, as amended,  and with such other governmental  agencies or
instrumentalities as such officers deem necessary or desirable,  and to prepare,
execute,  deliver and file any amendment or amendments to the Form 10-K, as they
may deem necessary or appropriate,  provided, however, that prior to filing, all
proposed changes to the draft Form 10-K, which was presented to the Board, shall
be reviewed with the Chair of the Audit  Committee,  who shall  determine if the
substantive nature of the changes warrant further discussion with the full Audit
Committee; and

FURTHER RESOLVED that David I. Matson, David A. Anderson,  John H. McGuckin, Jr.
and Morris W.  Hirsch,  be, and each of them with full power to act  without the
other hereby is, authorized and empowered to prepare,  execute, deliver and file
the Form  10-K and any  amendment  or  amendments  thereto  on  behalf of and as
attorneys for the  Corporation  and on behalf of and as attorneys for any of the
following:  the chief  executive  officer,  the  chief  financial  officer,  the
principal accounting officer, and any other officer of the Corporation.

     I  certify  that the  foregoing  resolution  was  adopted  by the  Board of

Directors of UnionBanCal  Corporation at the Regular  Meeting of said Board held

on February 23, 2005.

     I further  certify that the foregoing  resolution now stands on the records

of the books of the Corporation and has not been modified, repealed or set aside

in any manner whatsoever and is now in full force and effect.


         Dated:  February 23, 2005

                                        /s/ JOHN H. MCGUCKIN, JR.
                                                Secretary