Exhibit 10.28


 


2000 CITY NATIONAL BANK


DIRECTOR DEFERRED COMPENSATION
PLAN


 


(Amended
and Restated for Plan Years 2005 and Later


 


EFFECTIVE ON JANUARY 1, 2009)


 

















 


	
  ARTICLE I

  	
   

  	
  TITLE AND DEFINITIONS

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.1

  	
   

  	
  Title

  	
   

  	
  1

  
	
  1.2

  	
   

  	
  Definitions

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  	
  PARTICIPATION

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.1

  	
   

  	
  Participation

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  	
  DEFERRAL ELECTIONS

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.1

  	
   

  	
  Elections to
  Defer Compensation

  	
   

  	
  5

  
	
  3.2

  	
   

  	
  Investment
  Elections

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
   

  	
  ACCOUNTS

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.1

  	
   

  	
  Deferral
  Account

  	
   

  	
  12

  
	
  4.2

  	
   

  	
  Rollovers

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
   

  	
  VESTING

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.1

  	
   

  	
  Deferral
  Account

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  	
  DISTRIBUTIONS

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.1

  	
   

  	
  Distribution
  of Deferred Compensation

  	
   

  	
  13

  
	
  6.2

  	
   

  	
  Nonscheduled
  In-Service Withdrawals

  	
   

  	
  14

  
	
  6.3

  	
   

  	
  Hardship
  Withdrawals

  	
   

  	
  15

  
	
  6.4

  	
   

  	
  Inability to
  Locate Participant

  	
   

  	
  15

  
	
  6.5

  	
   

  	
  Change in
  Control

  	
   

  	
  16

  
	
  6.6

  	
   

  	
  Death
  Benefit for Certain Participants

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
   

  	
  ADMINISTRATION

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.1

  	
   

  	
  Committee
  Action

  	
   

  	
  17

  
	
  7.2

  	
   

  	
  Powers and
  Duties of the Committee

  	
   

  	
  17

  
	
  7.3

  	
   

  	
  Construction
  and Interpretation

  	
   

  	
  18

  
	
  7.4

  	
   

  	
  Information

  	
   

  	
  18

  
	
  7.5

  	
   

  	
  Compensation,
  Expenses and Indemnity

  	
   

  	
  18

  
	
  7.6

  	
   

  	
  Quarterly
  Statements

  	
   

  	
  19

  
	
  7.7

  	
   

  	
  Claims
  Procedure

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
   

  	
  MISCELLANEOUS

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.1

  	
   

  	
  Unsecured
  General Creditor

  	
   

  	
  20

  
	
  8.2

  	
   

  	
  Restriction
  Against Assignment

  	
   

  	
  20

  
	
  8.3

  	
   

  	
  Withholding

  	
   

  	
  21

  
	
  8.4

  	
   

  	
  Amendment,
  Modification, Suspension or Termination

  	
   

  	
  21

  



 


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  8.5

  	
   

  	
  Governing
  Law

  	
   

  	
  22

  
	
  8.6

  	
   

  	
  Receipt or
  Release

  	
   

  	
  22

  
	
  8.7

  	
   

  	
  Payments on
  Behalf of Persons Under Incapacity

  	
   

  	
  22

  
	
  8.8

  	
   

  	
  Headings,
  etc. Not Part of Agreement

  	
   

  	
  22

  
	
  8.9

  	
   

  	
  Section 409A
  of the Code

  	
   

  	
  22

  
	
  8.10

  	
   

  	
  Domestic
  Relations Orders

  	
   

  	
  24

  



 


ii

















 


2000 City National Bank

Director Deferred Compensation Plan


 


(Amended and Restated for Plan Years 2005 and Later


Effective on January 1, 2009)


 


This 2000 City
National Bank Director Deferred Compensation Plan (the “Plan”), established by
City National Bank effective as of January 1, 2000, to provide a
tax-deferred capital accumulation opportunity to its outside directors through
deferrals of directors’ fees, and subsequently amended on two occasions, is
hereby amended and restated for Plan Years 2005 and later effective on January 1,
2009.  The principal purpose of this
amendment and restatement is to bring the Plan into compliance with Section 409A
of the Code and the Treasury Regulations issued thereunder.  All amounts which were deferred and vested
under this Plan on December 31, 2004, together with earnings on such
amounts (collectively “Grandfathered Amounts”), are intended to be
grandfathered under Section 409A of the Code.  The Grandfathered Amounts shall not be
subject to the terms of this amendment and restatement, but rather to the terms
of the Plan as in effect immediately prior to January 1, 2009.  No prior amendments to the Plan subsequent to
October 3, 2004 provided any new material benefits or rights or any
material enhancement of any existing benefits or rights under the Plan with
respect to the Grandfathered Amounts.


 


ARTICLE I

TITLE AND DEFINITIONS


 


1.1           Title.


 


This Plan
shall be known as the 2000 City National Bank Director Deferred Compensation
Plan.


 


1.2           Definitions.


 


Whenever the
following words and phrases are used in this Plan, with the first letter
capitalized, they shall have the meanings specified below.


 


“Account”
shall mean a Participant’s Deferral Account.


 


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“Annual Award” shall mean the
annual award to which a Director is entitled for service as a member of the
board of directors of the Corporation or the Board of Directors of the Bank
which is payable in cash in an amount equivalent to the value of a specified
number of shares (currently 500) of Common Stock of the Corporation.


 


“Annual
Retainer” shall mean the annual retainer fee for Committee Chairs to which a
Director is entitled for service as a Chair of a board committee of the board
of directors of the Corporation or the Board of Directors of the Bank.


 


“Bank” shall
mean City National Bank and any successor corporation.


 


“Beneficiary”
or “Beneficiaries” shall mean the person or persons last designated in writing
by a Participant in accordance with procedures established by the Committee to
receive the benefits specified hereunder (other than those benefits set forth
in Section 6.6) in the event of the Participant’s death. No beneficiary
designation shall become effective until it is filed with the Bank or its
agent. If there is no Beneficiary designation in effect, or if there is no
surviving designated Beneficiary, then the Beneficiary or Beneficiaries shall
be, in order of priority: (a) the Participant’s surviving spouse, (b) if
the Participant is not survived by a spouse, the revocable living trust
established by the Participant during his or her lifetime, (c) the
Participant’s children, per stirpes; or (d) the Participant’s estate.  The filing of a new beneficiary designation
will cancel all beneficiary designations previously filed.  Any finalized divorce of a Participant
subsequent to the date of filing of a beneficiary designation shall revoke such
designation unless the previous spouse was not designated as the Beneficiary.
In the event any amount is payable under the Plan to a minor, payment shall not
be made to the minor, but instead shall be paid (i) to that person’s living
parent(s) to act as custodian, (ii) if that person’s parents are then
divorced, and one parent is the sole custodial parent, to such custodial
parent, or (iii) if no parent of that person is then living, to a
custodian selected by the Committee to hold the funds for the minor under the
Uniform Transfers or Gifts to Minors Act in effect in the jurisdiction in which
the minor resides. If no parent is living and the Committee decides not to
select another custodian to hold the funds for the minor, then payment shall be
made to the duly appointed and


 


2

















 


currently
acting guardian of the estate for the minor or, if no guardian of the estate
for the minor is duly appointed and currently acting within 60 days after the
date the amount becomes payable, payment shall be deposited with the court
having jurisdiction over the estate of the minor.


 


“Board of
Directors” or “Board” shall mean the Board of Directors of City National Bank.


 


“CNC Stock” shall mean shares of City National
Corporation Common Stock.


 


“Code” shall
mean the Internal Revenue Code of 1986, as amended.


 


“Committee”
shall mean the Bank’s Benefits Committee.


 


“Compensation” shall mean the
Participant’s Annual Award, Annual Retainer and Meeting Fees.


 


“Corporation”
or “CNC” shall mean City National Corporation.


 


“Deferral
Account” shall mean the bookkeeping account on the Bank’s books that is
maintained by the Committee for each Participant that is credited with amounts
equal to (a) the portion of the Participant’s Annual Award, Annual
Retainer and Meeting Fees that he or she elects to defer, (b) the
Participant’s Rollover Amount, if any, and (c) earnings or losses pursuant
to Section 4.1.


 


“Director”
shall mean a member of the Board of Directors of the Bank.


 


“Disability”
shall mean an incapacity which has rendered the Participant unable to perform
all of the material and substantial duties of a Director because of illness or
injury.


 


“Earnings Rate”
shall mean, for each Fund, an amount equal to the net rate of gain or loss on
the assets of such Fund during each business day.


 


“Eligible
Director” shall mean each Director who is not an employee of the Corporation,
the Bank, any subsidiary of the Corporation or the Bank or any other entity
affiliated with the Corporation or the Bank.


 


“Fund” or “Funds”
shall mean one or more of the investment funds or portfolios selected by the
Committee pursuant to Section 3.2(b).


 


3

















 


“Grandfathered
Amounts” shall mean all amounts which were deferred and vested under this Plan
on December 31, 2004, together with earnings on such amounts.


 


“Initial
Election Period” for an Eligible Director shall mean the thirty-day period
beginning on the date of the Eligible Director’s initial election or
appointment to the Board of Directors of the Bank (or, if later, on the date
such Director first becomes an Eligible Director).


 


“Meeting Fees”
shall mean the amounts to which a Director is entitled for attending meetings
of (a) the board of directors of the Corporation, (b) the Board of
Directors of the Bank, (c) a committee of the board of directors of the
Corporation or (d) a committee of the Board of Directors of the Bank.


 


“Participant”
shall mean (a) any Eligible Director who elects to defer Compensation in
accordance with Section 3.1 and complies with the requirements of Section 2.1
and (b) any individual who was a participant in the City National
Corporation Director Deferred Compensation Plan and had a positive account
balance on December 31, 1999; and such Eligible Director or individual
shall remain a Participant until all amounts credited to his or her Plan Year
Subaccounts under the Plan have been distributed or forfeited.


 


“Payment
Eligibility Date” shall mean the first day of the month following the end of
the calendar quarter in which a Participant has a Separation from Service with
the Bank for any reason, including by reason of Disability or death, subject to
the provisions of Section 3.1(h).


 


“Plan” shall
mean the 2000 City National Bank Director Deferred Compensation Plan set forth
herein, now in effect, or as amended from time to time.


 


“Plan Year”
shall mean the 12 consecutive month period beginning on January 1 and
ending the following December 31.


 


“Plan Year
Subaccounts” shall mean subaccounts of a Participant’s Deferral Account
established to separately account for Compensation deferred (and earnings or
losses thereon) for each Plan Year in which a Participant participates in the
Plan and for any Rollover Amounts.


 


“Prior Plan” shall
mean the City National Corporation Director Deferred Compensation Plan.


 


4

















 


“Rollover
Amount” shall mean the amount determined in accordance with Section 4.2.


 


“Separation
from Service” shall mean the Participant’s “separation from service” as a
Director, within the meaning of Section 409A of the Code, as determined by
the Committee in accordance with Section 1.409A-1(h) of the Treasury
Regulations.


 


ARTICLE
II

PARTICIPATION


 


2.1           Participation.


 


(a)           Generally.
An Eligible Director shall become a Participant in the Plan by (i) electing
to defer Compensation in accordance with Section 3.1, (ii) if
required by the Committee, filing a life insurance application form along with
his or her deferral election form, and (iii) satisfying any medical
underwriting requirement established by the Committee.


 


(b)           Participants
with Split-Dollar Life Insurance Agreements. Notwithstanding the foregoing,
unless the Committee provides otherwise, an Eligible Director who has entered
into a Split-Dollar Life Insurance Agreement with the Corporation must execute
an “Agreement for Transfer of Policy and Termination of Split-Dollar Life
Insurance Agreement” in order to defer Compensation under this Plan.


 


ARTICLE
III

DEFERRAL ELECTIONS


 


3.1           Elections
to Defer Compensation.


 


(a)           Initial
Election Period. Subject to Section 2.1, each Eligible Director may
elect to defer Compensation by filing with the Bank or its agent an election
that conforms to the requirements of this Section 3.1, using a form,
method, or process approved by the Committee, no later than the last day of his
or her Initial Election Period, subject to Section 3.1(d).  Such election shall be irrevocable as of the
date it is filed with the Bank or its agent. An Eligible Director who ceases to
be a member of the Board of Directors of the Bank (or otherwise ceases to be an
Eligible Director) and is subsequently re-elected, reappointed or reinstated as
an Eligible


 


5

















 


Director shall not be entitled to make an election
pursuant to this Section 3.1(a) as a result of such re-election,
reappointment or reinstatement.


 


(b)           General
Rule. The amount of Compensation which an Eligible Director may elect to
defer is as follows, subject to the limitations in Section 3.1(d), if
applicable:


 


(i)            Any
percentage or dollar amount of Annual Retainer up to 100%; and/or


 


(ii)           Any
percentage or dollar amount of Meeting Fees up to 100%; and/or


 


(iii)          100%
of the Annual Award; provided that any Annual Award which is deferred must be
designated to be invested in the CNC Stock Fund (as defined in Section 3.2(e)).


 


(c)           Minimum
Deferrals. [Intentionally Omitted.]


 


(d)           Effect
of Initial Election. The amount of Meeting Fees deferred pursuant to an
election made during the Initial Election Period shall not exceed the amount of
Meeting Fees paid with respect to services performed in the Plan Year in which
such initial election is made on or after the date on which the election is
filed with the Bank or its agent.  No
Annual Award or Annual Retainer (or portion thereof) shall be deferred for the
Plan Year in which such initial election is made unless the election is filed
on or before the date of such Eligible Director’s initial election or
appointment to the Board of Directors.


 


(e)           Elections
other than Elections during the Initial Election Period. Subject to the
requirements of Section 2.1, any Eligible Director may participate for any
Plan Year by filing an election, using a form, method, or process approved by
the Committee, to defer Compensation as described in paragraph (b) above.
An election to defer Compensation for a Plan Year must be filed on or before December 1
of the preceding Plan Year, or such other date as the Bank establishes, which
date shall be no later than December 31 of the preceding Plan Year, and
will be effective for Compensation earned on or after January 1 of the
Plan Year for which the election applies.


 


(f)            Duration
of Deferral Election. Any election made under this Plan to defer Compensation
shall apply only to Compensation payable with respect to services performed


 


6

















 


during the Plan Year for which the election is made.
For each subsequent Plan Year, an Eligible Director may make a new election,
subject to the limitations set forth in this Section 3.1, to defer a
percentage of his or her Compensation.


 


(g)           In-Service
Distributions. At the time of making an election to defer Compensation for
a Plan Year (other than Plan Years 2008 or later) pursuant to this Section 3.1,
a Participant may elect (using a form, method, or process approved by the
Committee) to receive an in-service distribution of the amount deferred under
such election, together with earnings or losses credited with respect to such
amounts pursuant to Article IV, in a lump sum payment or in annual
installments over 2, 3, 4, or 5 years, paid or commencing within 90 days
following any January 1 that occurs after the second anniversary of the
last day of the Plan Year in which the amount deferred was earned. In addition,
each Participant who has a Rollover Amount credited to his or her Account under
Section 4.2 shall be permitted to elect, on or before December 31,
1999, to receive an in-service distribution of such Rollover Amount, together
with earnings or losses, within 90 days following January 1 of 2003 or any
later year. A Participant who
has timely elected an in-service distribution in accordance with this Section 3.1(g) may
subsequently elect to defer the year of any such in-service distribution or to
change the form of an in-service distribution by filing an election with the
Bank or its agent, using a form, method, or process approved by the Committee,
at least one year prior to the first day of the previously elected in-service
distribution year; provided that pursuant to such election, the in-service
distribution is deferred to the 90-day period following any subsequent January 1
that is at least five years from the prior scheduled distribution date. The
election to defer the year of an in-service distribution may be made no more
than twice. If a Participant elects an in-service distribution but fails to
specify the form of payment, the Participant will be deemed to have elected a
lump sum payment.  If a Participant fails
to make a distribution election under this Section 3.1(g) for a Plan
Year, or fails to specify the year in which the in-service distribution shall
be made, the Compensation deferred for that Plan Year shall be distributed as
set forth in Section 6.1(b).  No election
under this Section 3.1(g) may be made for Plan Years 2008 or later.


 


(h)   Elections for
Alternative Form of Distribution. At the time of making an election to
defer Compensation for a Plan Year pursuant to this Section 3.1, a
Participant may elect (using a form, method, or process approved by the
Committee) an alternative form


 


7

















 


of benefit for
distribution of the Compensation deferred for that Plan Year pursuant to Section 6.1(b),
which may be either a lump sum payment or payment in 20, 40, or 60
substantially equal quarterly installments. 
If the Participant does not elect a form of benefit, the Participant
will be deemed to have elected a lump sum payment. Subject to the provisions of
Section 6.1(b), this election will apply to the Compensation deferred for
such Plan Year if (x) the Participant does not elect an in-service
distribution with respect to such deferred Compensation pursuant to Section 3.1(g),
or (y) the Participant elects an in-service distribution but the
Participant’s Separation from Service occurs prior to commencement of such
in-service distribution.  A Participant
may make a one-time election to change the form of benefit elected pursuant to
this Section 3.1(h) by filing a written election with the Bank or its
agent, using a form, method, or process by the Committee, provided that any
such election shall not be effective for 12 months and that such election shall
also change the Payment Eligibility Date to the date that is five years following
the original Payment Eligibility Date. 
No change to an election made under this Section 3.1(h) shall
be permitted except as expressly permitted herein.


 


(i)            Effect
of Elections. Each distribution election under Section 3.1(g) and
Section 3.1(h) shall apply only to the Compensation deferred for the
Plan Year for which the election is made. For each subsequent Plan Year a
Participant may make a separate election. Any election filed pursuant to this Section 3.1
shall be irrevocable for any one Plan Year except to the extent provided in Section 3.1(g),
Section 3.1(h), Section 6.1, Section 6.2 and Section 6.3.


 


3.2           Investment
Elections.


 


(a)           At
the time of making each deferral election described in Section 3.1, the
Participant shall designate, using a form, method, or process approved by the
Committee, which Fund or Funds the Compensation deferred pursuant to such
election will be deemed to be invested in for purposes of determining the
amount of earnings or losses to be credited or debited to his or her Plan Year
Subaccount that the Committee establishes pursuant to Section 4.1 to
account for such deferred Compensation.


 


(b)           In
making the designation pursuant to this Section 3.2, the Participant must
specify, in multiples of one (1), the percentage of his or her corresponding
Plan Year Subaccount


 


8

















 


that shall be deemed to be invested in one or more
Funds. A Participant may change the designation made under this Section 3.2
with respect to any or all of his or her Plan Year Subaccounts by filing an
election, using a form, method, or process approved by the Committee. If a
Participant fails to make an investment election for Compensation deferred in
any Plan Year, the Participant’s most recent investment election for future
deferrals shall apply to the Plan Year Subaccount established for such Plan
Year and each Plan Year Subaccount established with respect to any subsequent
Plan Year Subaccount(s) until the Participant files an election with the
Bank or its agent in accordance with the provisions of this Section 3.2
with respect to such Plan Year Subaccount(s). Notwithstanding the foregoing, if
a Participant has not previously elected a Fund under this Section 3.2, he
or she shall be deemed to have elected the money market option, or such other
Fund that the Committee designates as the default fund for purposes of this
Plan.


 


(c)           The
Committee shall select from time to time, in its sole discretion, the Funds in
which Compensation deferred under this Plan will be deemed to be invested. The
Earnings Rate of each Fund shall be used to determine the amount of earnings or
losses to be credited or debited to the Participant’s Deferral Account under Article IV.
The Bank reserves the right to change the Funds, and to increase or decrease
the number of Funds, available as the Funds for purposes of this Plan.


 


(d)           Notwithstanding
the Participant’s ability to designate the Funds in which the Plan Year
Subaccounts of his or her Deferral Account shall be deemed to be invested, the
Bank shall have no obligation to invest any funds in accordance with any
Participant’s election. A Participant’s Deferral Account shall merely be a
bookkeeping entry on the Bank’s books, and no Participant shall obtain any
interest in any of the Funds.


 


(e)           Effective
as of January 1, 2008, the “CNC Stock” Fund will be added as a Fund
available under the Plan, subject to the following conditions and such other
conditions as the Committee which administers the Plan may determine:


 


(i)            A
Participant may designate, using a form, method, or process approved by the
Committee, a percentage of his or her Plan Year Subaccount for any Plan Year
that shall be deemed to be invested in the CNC Stock Fund, subject to the
following conditions:


 


9














 


(A)          A
Participant must make an election to designate the CNC Stock Fund for the
entire Annual Award which the Participant defers for any Plan Year beginning in
2008 or thereafter at the time when the Participant elects to defer
Compensation for such Plan Year.


 


(B)           A
Participant will only be permitted to make a one-time election in 2007 to
designate the CNC Stock Fund for all or specified percentages of his Plan Year
Subaccounts for 2007 or earlier years or for Rollover Amounts.


 


(C)           A
Participant will not be permitted to designate the CNC Stock Fund for any
Annual Retainer or Meeting Fees which are payable in 2008 or thereafter.


 


(ii)           Notwithstanding
any other provision of the Plan, a Participant may not subsequently change his
or her investment election (or diversify out of the CNC Stock Fund) for any
amounts which the Participant has designated to be invested in the CNC Stock
Fund.


 


(iii)          Notwithstanding any other provision of the
Plan, unless otherwise permitted by the Committee, no in-service distribution
election may be made by a Participant for any Plan Year Subaccount if any
portion of such Plan Year
Subaccount is designated to be invested in the CNC Stock Fund. The portion of
any Plan Year Subaccount which is designated to be invested in the CNC Stock
Fund will be distributed in a lump sum or installments following the
Participant’s Separation from Service as a Director at the same time when other
distributions are made from such Plan Year Subaccount pursuant to the
distribution elections made by the Participant in accordance with the
provisions of the Plan.


 


(A)          A
Participant may not designate the CNC Stock Fund for his or her Plan Year
Subaccount for 2004 or any earlier year or his or her Rollover Amount for which
the Participant has previously elected to receive an in service distribution.


 


10

















 


(B)           A
Participant may not designate the CNC Stock Fund for his or her Plan Year
Subaccount for any Plan Year between 2004 and 2007 for which the Participant has
previously elected to receive an in service distribution, unless the
Participant makes a new election in 2007 for such Plan Year Subaccount to
receive a distribution in a lump sum or installments following the Participant’s
Separation from Service as a Director in accordance with the provisions of the
Plan.


 


(iv)          The
CNC Stock Fund will be measured in number of shares of City National
Corporation Common Stock (“CNC Stock”). The number of shares of CNC Stock will
be appropriately adjusted, as determined by the Committee, to reflect any stock
splits, reverse stock splits, stock dividends, or similar events.


 


(v)           Shares
in the CNC Stock Fund do not convey the rights to ownership of shares of CNC
Stock and do not have voting rights. The Bank’s obligation with respect to the
CNC Stock Fund is unfunded. A Participant will only acquire ownership and
voting rights when shares of CNC Stock are actually distributed to the
Participant in accordance with the provisions of the Plan.


 


(vi)          All
distributions from the CNC Stock Fund will be made solely in CNC Stock, except
that any fractional shares will be paid in cash. The number of shares
distributed will be reduced to cover all taxes, if any, which are required to
be withheld by Bank in respect to distributions of CNC Stock under the Plan.


 


(vii)         All cash dividends which are paid on CNC Stock
held in the CNC Stock Fund will not be deemed to be invested in the CNC Stock
Fund, but will be credited in cash and will initially be deemed to be invested
in the money market option or such other Fund that the Committee designates for
this purpose, and thereafter may be reallocated by the Participant among Funds
(other than the CNC Stock Fund) as permitted by the Committee.


 


(viii)        All CNC Stock which is distributed to
Participants pursuant to this Plan will be distributed under a plan which has
been approved by the stockholders of the 


 


11

















 


Corporation, if required to comply with any applicable federal or state
law or applicable New York Stock Exchange listing standard.


 


ARTICLE IV

ACCOUNTS


 


4.1                               Deferral
Account.


 


The Committee
shall establish and maintain a Deferral Account for each Participant under the
Plan. The Deferral Account shall be divided into Plan Year Subaccounts to separately
account for deferrals made for each Plan Year. A Participant’s Plan Year
Subaccounts shall be divided into separate subaccounts (“investment subaccounts”),
each of which corresponds to a Fund elected by the Participant pursuant to Section 3.2(a).
A Participant’s Plan Year Subaccount for a Plan Year shall be credited as
follows:


 


(a)           The Committee shall
credit the investment subaccounts of the Plan Year Subaccount of the
Participant’s Deferral Account with an amount equal to the Compensation
deferred by the Participant for the Plan Year for which the Plan Year
Subaccount is established on the day such Compensation would have been paid, in
accordance with the Participant’s election under Section 3.2(a); that is,
the portion of the Participant’s deferred Compensation that the Participant has
elected to be deemed to be invested in a certain Fund shall be credited to the
investment subaccount corresponding to that Fund; and


 


(b)           As of the close of each
business day, each investment subaccount of a Participant’s Plan Year
Subaccount of the Participant’s Deferral Account shall be credited with
earnings or losses in an amount determined by multiplying the balance credited
to such investment subaccount as of the beginning of the same business day by
the Earnings Rate for the corresponding Fund; provided, however, that all cash
dividends which are paid on CNC Stock held in the CNC Stock Fund shall be
credited in accordance with Section 3.2(e)(vii) on the day such
dividends would otherwise be paid.


 


12

















 


4.2                               Rollovers.


 


If a
Participant was a participant in the Prior Plan, and had a positive account
balance on December 31, 1999, that positive account balance, determined as
of that date, shall be transferred to the Participant’s Account under this
Plan, and shall be governed by the terms and conditions of this Plan and shall
be referred to as the “Rollover Amount.” The Participant’s Rollover Amount
shall be credited to a separate Plan Year Subaccount. The Participant may make
separate distribution and investment elections applicable to such Rollover
Amount in accordance with Articles III and VI of this Plan.


 


ARTICLE V

VESTING


 


5.1                               Deferral
Account.


 


A Participant’s
Deferral Account shall be 100% vested at all times.


 


ARTICLE VI

DISTRIBUTIONS


 


6.1          Distribution of
Deferred Compensation.


 


(a)           Distribution of the
amount credited to each Plan Year Subaccount of the Participant’s Deferral
Account that is subject to an in-service distribution election made by the
Participant pursuant to Section 3.1(g) shall be made or shall
commence within 90 days following January 1 of the year elected by the
Participant in the form elected by the Participant, provided that the
Participant continues to serve as a Director on January 1 of such year. In
the event of the Participant’s Separation from Service for any reason prior to January 1
of a year elected by the Participant for a Plan Year Subaccount pursuant to Section 3.1(g),
the Participant’s in-service distribution election for such Plan Year Subaccount
shall no longer be effective and all of the amounts credited to such Plan Year
Subaccount shall be distributed as set forth in the following subsections of
this Section 6.1 in accordance with any applicable election by the
Participant. In the event of the Participant’s Separation from Service while
receiving an in-service distribution from one or more Plan Year Subaccounts in
the form of annual installments, such payments will continue as scheduled.


 


13

















 


(b)           When a Participant has
a Separation from Service for any reason including Disability or death, the
amounts credited to each Plan Year Subaccount that is not then in pay status
pursuant to an in-service distribution election shall be distributed to the
Participant (or his or her Beneficiary) in accordance with this Section 6.1(b) and
the Participant’s elections under Section 3.1(h), as follows:


 


(i)            If
the Participant has elected a lump sum payment with respect to a Plan Year
Subaccount, such payment will be made within 90 days following the Payment
Eligibility Date.


 


(ii)           If
the Participant has elected payment in installments with respect to a Plan Year
Subaccount, the first installment shall be paid within 90 days following the
Payment Eligibility Date, and each subsequent quarterly installment shall be
paid within 90 days following the first day of the applicable calendar quarter.


 


(iii)          Notwithstanding anything contained in this Section 6.1(b) to
the contrary, in the event that the total aggregate amount credited to a
Participant’s Deferral Account is less than $25,000 as of the end of the month
preceding the Participant’s Payment Eligibility Date for a Plan Year
Subaccount, the amounts credited to such Plan Year Subaccount shall be paid in
a cash lump sum payment within 90 days following the Payment Eligibility Date.


 


(c)           The Participant’s Plan
Year Subaccounts shall continue to be credited with earnings pursuant to
Sections 4.1 and 4.2 of the Plan until all amounts credited to his or her Plan
Year Subaccounts under the Plan have been distributed.


 


(d)           In the event that a
former Participant dies while receiving installment payments under this Plan,
any remaining installments shall be paid to the Participant’s Beneficiary as
such installments would have otherwise been due to the Participant.


 


6.2                               Nonscheduled
In-Service Withdrawals.


 


No
nonscheduled in-service withdrawals are permitted under the Plan.  In the event that a Participant elects a
nonscheduled in-service withdrawal with respect to Grandfathered Amounts 


 


14

















 


in accordance
with the terms of the Plan as in effect immediately prior to January 1,
2009, (a) the Participant shall be ineligible to participate in the Plan
during the two Plan Years immediately following the Plan Year in which the
withdrawal occurs, and (b) any deferral elections made by the Participant
for such Plan Years shall terminate.


 


6.3                               Hardship
Withdrawals.


 


Upon written
request of a Participant, the Committee may, in its sole discretion, make a
lump sum payment to a Participant and/or accelerate the payment of installment
payments due to the Participant in order to meet a severe financial hardship to
the Participant resulting from (a) a sudden and unexpected illness or
accident of the Participant or the Participant’s spouse, beneficiary, or
dependent within the meaning of Section 1.409A-3(h)(3) of the
Treasury Regulations, (b) loss of the Participant’s property due to
casualty or (c) other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the
Participant. However, no payment shall be made under this Section 6.3 to
the extent that a hardship is or may be relieved (a) through reimbursement
or compensation by insurance or otherwise, (b) by liquidation of the
Participant’s assets, to the extent the liquidation of such assets would not
itself cause severe financial hardship or (c) by cessation of deferrals
under the Plan effective for the next Plan Year in accordance with Section 1.409A-3(j)(4)(viii) of
the Treasury Regulations. The amount of any hardship lump sum payment and/or
accelerated amount under this Section 6.3 shall not exceed the lesser of (a) the
amount reasonably necessary to meet the immediate financial need created by
such hardship or (b) the entire amounts credited to the Participant’s
Accounts. The amount of any such payments shall be deducted from the amounts
credited to the Participant’s Plan Year Subaccounts in such order and in such
proportions as the Committee may determine in its sole discretion. The
remaining amounts credited to a Participant’s Plan Year Subaccounts shall be
distributed in accordance with the Participant’s elections with respect to such
Plan Year Subaccounts.  Any hardship
withdrawals under this Section 6.3 shall comply with the requirements of Section 409A
of the Code.


 


6.4                               Inability
to Locate Participant.


 


In the event
that the Committee is unable to locate a Participant or Beneficiary within two
years following the Participant’s Payment Eligibility Date, the amounts
allocated to the 


 


15

















 


Participant’s
Deferral Account shall be forfeited. If, after such forfeiture, the Participant
or Beneficiary later claims such benefits, such benefits shall be reinstated
without interest or earnings, to the extent permitted by Section 409A of
the Code.


 


6.5                               Change
in Control.


 


A change in
control of the Bank or the Corporation shall not accelerate the distribution of
amounts credited to Participants’ Deferral Accounts (other than Grandfathered
Amounts).


 


6.6                               Death
Benefit for Certain
Participants.


 


(a)           For each Participant
who is named in the list attached hereto as Schedule 1, the Bank shall provide
life insurance coverage in the amount set forth next to his or her name in
Schedule 1, beginning on the date such Participant executes an “Agreement for
Transfer of Policy and Termination of Split-Dollar Life Insurance Agreement”
and ending on December 31, 2009 (the “Coverage Period”). Such life
insurance coverage shall remain in effect throughout the Coverage Period even
if the Participant ceases to serve as an Eligible Director.


 


(b)           The Bank shall provide
such life insurance coverage by maintaining a life insurance policy (the “Policy”)
on the life of each named Participant. Each such Participant shall be entitled
to name a beneficiary (which need not be his or her Beneficiary under this
Plan) to receive the portion of the death benefit under the Policy that is
equal to the amount set forth as his or her death benefit in Schedule 1 (his or
her “Death Benefit”). The Participant may make a beneficiary designation or
change a beneficiary designation in writing in accordance with procedures
established by the Committee. No beneficiary designation will become effective
until it is filed in accordance with the Committee’s procedures. If no
beneficiary designation is in effect, the Death Benefit shall be paid to the
Participant’s Beneficiary under this Plan. If the actual death benefit under
the Policy exceeds the Death Benefit, the excess death benefit under the Policy
shall be paid to the Bank.


 


(c)           At the end of the
Coverage Period, the Bank shall cease to provide the life insurance coverage
described herein and the provisions of this Section 6.6 shall terminate
and have no further effect.


 


16

















 


ARTICLE VII

ADMINISTRATION


 


7.1                               Committee
Action.


 


The Committee
shall act at meetings by affirmative vote of a majority of the members of the
Committee. Any action permitted to be taken at a meeting may be taken without a
meeting if, prior to such action, a written consent to the action is signed by
all members of the Committee and such written consent is filed with the minutes
of the proceedings of the Committee. A member of the Committee shall not vote
or act upon any matter which relates solely to himself or herself as a
Participant. The Chairman or any other member or members of the Committee
designated by the Chairman may execute any certificate or other written
direction on behalf of the Committee.


 


7.2                               Powers
and Duties of the Committee.


 


(a)           The Committee, on
behalf of the Participants and their Beneficiaries, shall enforce the Plan in
accordance with its terms, shall be charged with the general administration of
the Plan, and shall have all powers necessary to accomplish its purposes,
including, but not by way of limitation, the following:


 


(i)            To
select the funds or portfolios to be the Funds in accordance with Section 3.2(b) hereof;


 


(ii)           To
construe and interpret the terms and provisions of this Plan;


 


(iii)          To compute and certify to the amount and kind
of benefits payable to Participants and their Beneficiaries;


 


(iv)          To
maintain all records that may be necessary for the administration of the Plan;


 


(v)           To
provide for the disclosure of all information and the filing or provision of
all reports and statements to Participants, Beneficiaries or governmental
agencies as shall be required by law;


 


17














 


(vi)                              To
make and publish such rules for the regulation of the Plan and procedures
for the administration of the Plan as are not inconsistent with the terms
hereof; and


 


(vii)                           To appoint a plan
administrator or any other agent, and to delegate to them such powers and
duties in connection with the administration of the Plan as the Committee may
from time to time prescribe.


 


7.3                               Construction
and Interpretation.


 


The Committee
shall have full discretion to construe and interpret the terms and provisions
of this Plan, which interpretation or construction shall be final and binding
on all parties, including but not limited to the Bank and any Participant or
Beneficiary. The Committee shall administer such terms and provisions in a
uniform and nondiscriminatory manner and in full accordance with any and all
laws applicable to the Plan.


 


7.4                               Information.


 


To enable the
Committee to perform its functions, the Bank shall supply full and timely
information to the Committee on all matters relating to the Compensation of all
Participants, their death or other cause of termination, and such other
pertinent facts as the Committee may require.


 


7.5                               Compensation, Expenses and Indemnity.


 


(a)                                  The
members of the Committee shall serve without compensation for their services
hereunder.


 


(b)                                 The
Committee is authorized at the expense of the Bank to employ such legal counsel
as it may deem advisable to assist in the performance of its duties hereunder.
Expenses and fees in connection with the administration of the Plan shall be
paid by the Bank.


 


(c)                                  To
the extent permitted by applicable state law, the Bank shall indemnify and save
harmless the Committee and each member thereof, the Board of Directors and each
member thereof, and delegates of the Committee who are employees of the Bank
against any and all expenses, liabilities and claims, including legal fees to
defend against such liabilities and claims, 


 


18

















 


arising out of their discharge in good faith of
responsibilities under or incident to the Plan, other than expenses and
liabilities arising out of willful misconduct. This indemnity shall not
preclude such further indemnities as may be available under insurance purchased
by the Corporation or provided by the Bank under any bylaw, agreement or
otherwise, as such indemnities are permitted under state law.


 


7.6                               Quarterly
Statements.


 


Under procedures established by the
Committee, a Participant shall receive a statement with respect to such
Participant’s Account as of the last day of each calendar quarter.


 


7.7                               Claims
Procedure.


 


(a)                                  Claim.
A person who believes that he or she is being denied a benefit to which he or
she is entitled under this Plan (hereinafter referred to as “Claimant”) may
file a written request for such benefit with the Committee, setting forth his
or her claim. The request must be addressed to the Committee at the Bank’s
principal place of business.


 


(b)                                 Claim
Decision. Upon receipt of a claim, the Committee shall advise the Claimant
that a reply will be forthcoming within ninety (90) days and shall, in fact,
deliver such reply within such period. The Committee may, however, extend the
reply period for an additional ninety (90) days for special circumstances. If
the claim is denied in whole or in part, the Committee shall inform the
Claimant in writing, using language calculated to be understood by the
Claimant, setting forth: (i) the specified reason or reasons for such
denial; (ii) the specific reference to pertinent provisions of this Plan
on which such denial is based; (iii) a description of any additional
material or information necessary for the Claimant to perfect his or her claim
and an explanation why such material or such information is necessary; (iv) appropriate
information as to the steps to be taken if the Claimant wishes to submit the
claim for review; and (v) the time limits for requesting a review under
subsection (c).


 


(c)                                  Request
for Review. Within sixty (60) days after the receipt by the Claimant of the
written opinion described above, the Claimant may request in writing that the
Committee review the determination. Such request must be addressed to the
Committee, at the Bank’s principal place of business. The Claimant or his or
her duly authorized representative may, but 


 


19

















 


need not, review the pertinent documents and submit
issues and comments in writing for consideration by the Committee. If the
Claimant does not request a review within such sixty (60) day period, he or she
shall be barred and estopped from challenging the original determination.


 


(d)                                 Review
of Decision. Within sixty (60) days after the Committee’s receipt of a
request for review, after considering all materials presented by the Claimant,
the Committee will inform the Claimant in writing, in a manner calculated to be
understood by the Claimant, of its decision setting forth the specific reasons
for the decision and containing specific references to the pertinent provisions
of this Plan on which the decision is based. If special circumstances require
that the sixty (60) day time period be extended, the Committee will so notify
the Claimant and will render the decision as soon as possible, but no later
than one hundred twenty (120) days after receipt of the request for review.


 


ARTICLE VIII

MISCELLANEOUS


 


8.1                               Unsecured
General Creditor.


 


Participants
and their Beneficiaries, heirs, successors, and assigns shall have no legal or
equitable rights, claims, or interest in any specific property or assets of the
Bank. No assets of the Bank shall be held under any trust, or held in any way
as collateral security for the fulfilling of the obligations of the Bank under
this Plan, although the Bank may establish one or more grantor trusts subject
to Code Section 671 to facilitate the payment of benefits hereunder. Any
and all of the Bank’s assets shall be, and remain, the general unpledged,
unrestricted assets of the Bank. The Bank’s obligation under the Plan shall be
merely that of an unfunded and unsecured promise of the Bank to pay money in
the future, and the rights of the Participants and Beneficiaries shall be no
greater than those of unsecured general creditors. It is the intention of the
Bank that this Plan and any trust established to facilitate the payment of
benefits hereunder be unfunded for purposes of the Code and for purposes of
Title I of ERISA.


 


8.2                               Restriction
Against Assignment.


 


The Bank shall
pay all amounts payable hereunder only to the person or persons designated by
the Plan and not to any other person or corporation. No part of a Participant’s



 


20

















 


Account shall
be liable for the debts, contracts, or engagements of any Participant, his or
her Beneficiary, or successors in interest, nor shall a Participant’s Account
be subject to execution by levy, attachment, or garnishment or by any other
legal or equitable proceeding, nor shall any such person have any right to
alienate, anticipate, sell, transfer, commute, pledge, encumber, or assign any
benefits or payments hereunder in any manner whatsoever. If any Participant,
Beneficiary or successor in interest is adjudicated bankrupt or purports to
anticipate, alienate, sell, transfer, assign, pledge, encumber or charge any
distribution or payment from the Plan, voluntarily or involuntarily, the
Committee, in its discretion, may cancel such distribution or payment (or any
part thereof) to or for the benefit of such Participant, Beneficiary or
successor in interest in such manner as the Committee shall direct.


 


8.3                               Withholding.


 


There shall be
deducted from each payment made under the Plan or any other compensation
payable to the Participant (or Beneficiary) any taxes which are required to be
withheld by the Bank in respect to such payment. The Bank shall have the right
to reduce any payment (or other compensation) by the amount of cash sufficient
to provide the amount of said taxes.


 


8.4                               Amendment,
Modification, Suspension or Termination.


 


The Bank may
amend, modify, suspend or terminate the Plan in whole or in part, except that
no amendment, modification, suspension or termination shall have any
retroactive effect to reduce any amounts allocated to a Participant’s Account.
In the event that this Plan is terminated, the distribution of the amounts
credited to a Participant’s Deferral Account shall not be accelerated but shall
be paid at such time and in such manner determined under the terms of the Plan
immediately prior to termination as if the Plan had not been terminated.
(Neither the Policies themselves nor the death benefit described in Section 6.6
shall be treated as allocated to Accounts.) 
Notwithstanding the foregoing, no amendment of the Plan shall apply to
Grandfathered Amounts unless the amendment specifically provides that it
applies to such amounts.


 


21

















 


8.5                               Governing
Law.


 


This Plan
shall be construed, governed and administered in accordance with the laws of
the State of California.


 


8.6                               Receipt
or Release.


 


Any payment to
a Participant or the Participant’s Beneficiary in accordance with the
provisions of the Plan shall, to the extent thereof, be in full satisfaction of
all claims against the Committee, the Corporation and the Bank. The Committee
may require such Participant or Beneficiary, as a condition precedent to such
payment, to execute a receipt and release to such effect within such time as
may be specified by the Committee in accordance with applicable law, but in any
event no later than 60 days after the first date on which such payment could
otherwise be made pursuant to the terms of the Plan.


 


8.7                               Payments
on Behalf of Persons Under Incapacity.


 


In the event
that any amount becomes payable under the Plan to a person who, in the sole
judgment of the Committee, is considered by reason of physical or mental
condition to be unable to give a valid receipt therefor, the Committee may
direct that such payment be made to any person found by the Committee, in its
sole judgment, to have assumed the care of such person. Any payment made
pursuant to such determination shall constitute a full release and discharge of
the Committee, the Corporation and the Bank.


 


8.8                               Headings,
etc. Not Part of Agreement.


 


Headings and
subheadings in this Plan are inserted for convenience of reference only and are
not to be considered in the construction of the provisions hereof


 


8.9                               Section 409A
of the Code.


 


(a)                                  This
Plan shall be interpreted in accordance with Section 409A of the Code and
the Treasury Regulations and other Department of Treasury guidance issued
thereunder.  Notwithstanding any
provision of the Plan to the contrary, in the event that the Committee
determines that any payment or benefit under the Plan may be subject to Section 409A
of the Code, the Committee may adopt such amendments to the Plan or adopt other
policies and 


 


22

















 


procedures (including amendments, policies and
procedures with retroactive effect), or take any other actions, that the
Committee determines are necessary or appropriate to comply with the
requirements of Section 409A of the Code.


 


(b)                                 Each
payment or series of installments under this Plan for any particular Plan Year
and Plan Year Subaccount shall be considered a single payment for purposes of Section 409A.


 


(c)                                  If,
on the date of a Participant’s Separation from Service, (i) such
Participant is a “specified employee” within the meaning of Section 409A
of the Code, as determined annually by the Bank in accordance with Section 1.409A-1(i) of
the Treasury Regulations (using the methodology for identifying Key Employees
under Paragraph A.2 of Article VIII of the City National Corporation
Profit Sharing Plan, as amended from time to time, to the extent permitted by Section 409A
of the Code), and (ii) the Committee shall make a good-faith determination
that a payment or benefit under the Plan constitutes “deferred compensation”
within the meaning of Section 409A of the Code the payment (or, in the
case of an installment payment, the commencement) of which is required to be
delayed pursuant to the six-month delay rule set forth in Section 409A
of the Code in order to preserve the tax treatment intended for such payment or
to avoid additional tax, interest, or penalties under Section 409A of the
Code, then the Bank shall not pay such amount or commence payment of such
installments on the otherwise scheduled payment date, but shall instead pay
such amount or commence payment of such installments within the calendar month
following the last day of such six-month period and, in the case of an
installment payment, shall delay each subsequent installment by six months from
the date such installment would otherwise have been paid.  Such amount shall be paid without additional
interest (other than any earnings or losses credited to the Participant’s
Deferral Account pursuant to Section 4.1(b)), unless otherwise determined
by the Committee, in its sole discretion, or as otherwise provided in any
applicable agreement between the Bank and the Participant.


 


(d)                                 A
Participant shall be solely responsible and liable for the satisfaction of all
taxes, interest, and penalties that may be imposed on such Participant or for
such Participant’s account in connection with any payment or benefit under the
Plan (including any taxes, interest, and penalties under Section 409A or
any corresponding provision of state, local, or foreign law), and 


 


23

















 


the Bank shall have no obligation to indemnify or
otherwise hold such Participant harmless from any or all of such taxes,
interest, or penalties.


 


(e)                                  If
any portion of a Participant’s Deferral Account is required to be included in
income by the Participant prior to receipt due to a failure of this Plan to
comply with the requirements of Section 409A of the Code, the Committee
may determine that such Participant shall receive a distribution from the Plan
in an amount equal to the lesser of (i) the portion of his or her Deferral
Account required to be included in income as a result of the failure of the
Plan to comply with the requirements of Section 409A of the Code or (ii) the
unpaid vested portion of his or her Deferral Account, as permitted under Section 1.409A-3(j)(4)(vii) of
the Treasury Regulations.


 


8.10                        Domestic
Relations Orders.


 


If
necessary to comply with a domestic relations order, as defined in Section 414(p)(1)(B) of
the Code, the Committee shall have the right to make a distribution from the
Participant’s Deferral Account to (or establish an account under the Plan for
the benefit of) an individual other than the Participant and to accelerate the
time of payment to the extent necessary to comply with the domestic relations
order, as permitted under Section 409A of the Code and Section 1.409A-3(j)(4)(ii) of
the Treasury Regulations.


 


IN WITNESS
WHEREOF, the Bank has caused its duly authorized officer to execute this
document this     th day of December, 2008.


 


	
   

  	
  CITY NATIONAL BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Patti Fischer

  
	
   

  	
  Its:

  	
  Senior Vice President

  
	
   

  	
   

  	
  Human
  Resources

  



 


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