EXHIBIT 10.21


 


AMENDMENT NUMBER 4


TO


2000 CITY NATIONAL BANK


EXECUTIVE DEFERRED COMPENSATION PLAN


 


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


 


WHEREAS, City
National Bank (“Bank”) maintains the 2000 City National Bank Executive Deferred
Compensation Plan (the “Plan”) to provide supplemental retirement income
benefits for a select group of management and highly compensated employees
through deferrals of salary and/or commissions and bonuses;


 


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 6.5) 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 2004/05 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