EXHIBIT 10.27


 


AMENDMENT NUMBER 3


TO


2000 CITY NATIONAL BANK


DIRECTOR DEFERRED COMPENSATION PLAN


 


(As In Effect Immediately Prior to January 1,
2009)


 


WHEREAS, City National Bank (“Bank”) maintains the 2000 City National
Bank Director Deferred Compensation Plan (the “Plan”) to provide supplemental
retirement income benefits for the outside directors of the Bank through
deferrals of directors’ fees;


 


WHEREAS, amounts deferred and vested under the Plan on December 31,
2004, together with earnings on such amounts (collectively “Grandfathered
Amounts”) are intended to be grandfathered under Section 409A of the
Internal Revenue Code of 1986, as amended (“Code”) and remain subject to the
terms of the Plan as in effect immediately prior to January 1, 2009;


 


WHEREAS, pursuant to Section 8.4 of the Plan, the Bank has the
right to amend the Plan;


 


WHEREAS, it is desirable to amend the Plan with respect to the
Grandfathered Amounts in order to avoid a violation of Section 409A; and


 


WHEREAS, this amendment is intended not to constitute a material
modification, in accordance with Section 1.409A-6(a)(4)(i)(B) of the
Treasury Regulations;


 


NOW, THEREFORE, the Plan is hereby amended, effective as of January 1,
2009, with approval by the Compensation, Nominating and Governance Committee of
the Board of Directors of City National Corporation, as follows:


 


1.             The
definition of “Beneficiary” in Section 1.2 of the Plan is amended to read
as follows:


 


““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 Committee. 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
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.”


 


2.             The
second sentence of Section 3.2(b) of the Plan is amended to read as
follows:


 


“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, on a form provided and in a manner specified by the Committee.”


 


3.             The
fourth sentence of Section 6.2 of the Plan is amended to read as follows:


 


“Upon the payment of such withdrawal, (a) the Participant shall be
ineligible to participate in the Plan (including, for the avoidance of doubt,
under the terms of the Plan as amended for Plan Years 2005 and later) 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.”


 


4.             Except
as provided herein, the terms of the Plan remain in full force and effect with
respect to Grandfathered Amounts.


 


 


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


 


	
   

  	
  CITY NATIONAL BANK

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  Patti Fischer

  
	
   

  	
   

  
	
   

  	
  Its:

  	
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  	
  Human Resources