Exhibit 10.22


 


2000 CITY NATIONAL BANK

EXECUTIVE DEFERRED COMPENSATION PLAN


 


(Amended and Restated for Plan
Years 2004/05 and Later


 


Effective on January 1,
2009)


 

















 


2000 City
National Bank

Executive Deferred Compensation Plan


 


(Amended
and Restated for Plan Years 2004/05 and Later


 


Effective
on January 1, 2009)


 


TABLE OF
CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  I

  	
   

  
	
   

  	
   

  
	
  TITLE
  AND DEFINITIONS

  	
   

  
	
   

  	
   

  
	
  1.1

  	
  Title

  	
  1

  
	
  1.2

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  II

  	
   

  
	
   

  	
   

  
	
  PARTICIPATION

  	
   

  
	
   

  	
   

  
	
  2.1

  	
  Participation

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  III

  	
   

  
	
   

  	
   

  
	
  DEFERRAL
  ELECTIONS

  	
   

  
	
   

  	
   

  
	
  3.1

  	
  Elections to Defer Compensation

  	
  6

  
	
  3.2

  	
  Investment Elections

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IV

  	
   

  
	
   

  	
   

  
	
  ACCOUNTS

  	
   

  
	
   

  	
   

  
	
  4.1

  	
  Deferral Account

  	
  12

  
	
  4.2

  	
  Rollovers

  	
  13

  
	
  4.3

  	
  Profit Sharing Make-Up Contributions

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  V

  	
   

  
	
   

  	
   

  
	
  VESTING

  	
   

  
	
   

  	
   

  
	
  5.1

  	
  Deferral Account

  	
  15

  



 


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  5.2

  	
  Profit Sharing Make-Up Contributions

  	
  15

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VI

  	
   

  
	
   

  	
   

  
	
  DISTRIBUTIONS

  	
   

  
	
   

  	
   

  
	
  6.1

  	
  Distribution of Deferred Compensation

  	
  16

  
	
  6.2

  	
  Nonscheduled In-Service Withdrawals

  	
  17

  
	
  6.3

  	
  Hardship Withdrawals

  	
  17

  
	
  6.4

  	
  Inability to Locate Participant

  	
  17

  
	
  6.5

  	
  Death Benefit for Certain Participants

  	
  18

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VII

  	
   

  
	
   

  	
   

  
	
  ADMINISTRATION

  	
   

  
	
   

  	
   

  
	
  7.1

  	
  Committee Action

  	
  19

  
	
  7.2

  	
  Powers and Duties of the Committee

  	
  19

  
	
  7.3

  	
  Construction and Interpretation

  	
  19

  
	
  7.4

  	
  Information

  	
  20

  
	
  7.5

  	
  Compensation, Expenses and Indemnity

  	
  20

  
	
  7.6

  	
  Quarterly Statements

  	
  20

  
	
  7.7

  	
  Claims Procedure

  	
  20

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VIII

  	
   

  
	
   

  	
   

  
	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  
	
  8.1

  	
  Unsecured General Creditor

  	
  22

  
	
  8.2

  	
  Restriction Against Assignment

  	
  22

  
	
  8.3

  	
  Withholding

  	
  22

  
	
  8.4

  	
  Amendment, Modification, Suspension or Termination

  	
  22

  
	
  8.5

  	
  Governing Law

  	
  23

  
	
  8.6

  	
  Receipt or Release

  	
  23

  
	
  8.7

  	
  Payments on Behalf of Persons Under Incapacity

  	
  23

  
	
  8.8

  	
  Headings, etc. Not Part of Agreement

  	
  23

  
	
  8.9

  	
  Section 409A of the Code

  	
  23

  
	
  8.10

  	
  Qualified
  Domestic Relations Orders

  	
  24

  



 


ii

















 


2000 City
National Bank

Executive Deferred Compensation Plan


 


(Amended
and Restated for Plan Years 2004/05 and Later


Effective
on January 1, 2009)


 


This 2000 City National Bank Executive 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 a select group of management and highly compensated employees
through deferral of salary, bonuses and/or commissions, and subsequently
amended on several occasions, is hereby amended and restated for Plan Years
2004/05 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 Executive 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.


 


“Affiliate” shall mean (a) each
corporation which is a member of a controlled group of corporations (within the
meaning of Section 414(b) of the Code, substituting the language “at
least 20 percent” for “at least 80 percent” each place it appears in Section 1563(a)(1),
(2) and (3) of the Code) of which City National Bank is a component
member and (b) each entity (whether or not incorporated) which is under
common control with City National Bank, as such common control is defined in Section 414(c) of
the Code and the Treasury Regulations issued thereunder, substituting the
language “at least 20 percent” for “at least 80 percent” each place it appears
in Section 1.414(c)-2 of the Treasury Regulations.


 


“Bank” shall mean City National Bank (or any
successor corporation) and its Affiliates.


 


1

















 


“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 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 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” shall mean the board of
directors of the Bank.


 


“Bonus” shall mean any annual bonus payable
to a Participant under any formal annual cash incentive compensation program
maintained by the Bank in addition to the Participant’s Salary.


 


“CNC Profit Sharing Plan” shall mean the City
National Corporation Profit Sharing Plan, as amended from time to time.


 


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


 


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


 


“Commissions” shall mean any commissions
payable to a Participant.


 


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


 


“Compensation” shall mean the Salary, Bonus
and/or Commissions that the Participant is entitled to for services rendered to
the Bank.


 


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


 


“Deferral Account” shall mean the bookkeeping
account maintained by the Committee for each Participant that is credited with
amounts equal to (a) the portion of the Participant’s Salary that he or
she elects to defer, (b) the portion of the Participant’s Bonus that he or
she 


 


2

















 


elects to
defer, (c) the portion of the Participant’s Commissions that he or she
elects to defer, (d) the Participant’s Rollover Amount, if any, (e) the
Profit Sharing Make-Up Contributions made on behalf of the Participant, and (f) earnings
or losses pursuant to Section 4.1.


 


“Disability” shall mean an incapacity which
has rendered the Participant eligible to commence receiving benefits under the
Bank’s long-term disability plan and which constitutes a “disability” under Section 1.409A-3(i)(4) of
the Treasury Regulations.


 


“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 Employee” shall mean each officer
of the Bank at the Senior Vice President level or above that is regularly
scheduled to work thirty (30) or more hours per week or any other member of a
select group of management and highly compensated employees of the Bank or its
Affiliates that the Committee designates; provided, however, that no individual
shall be an Eligible Employee until the first day of the calendar month
coinciding with or following the date on which the individual first became such
an officer or a member of such group. 
Notwithstanding the foregoing, no employee of any Affiliate shall be an
Eligible Employee unless such Affiliate has elected to participate in the Plan,
and such participation shall be subject to approval by the Committee.


 


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


 


“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
Employee shall mean the thirty-day period beginning on the date on which an
individual first becomes an Eligible Employee.


 


“Participant” shall mean (a) any Eligible
Employee 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 is credited with a Rollover Amount pursuant to Section 4.2;
and such Eligible Employee 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
date elected by the Participant pursuant to Section 3.1(h).


 


“Plan” shall mean the 2000 City National Bank
Executive 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.


 


3

















 


“Prior Plan” shall mean the City National
Bank Executive Deferred Compensation Plan.


 


“Profit Sharing Make-Up Contribution” shall
mean an employer contribution made in accordance with Section 4.3.


 


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


 


“Salary” shall mean the Participant’s base
salary.


 


“Separation
from Service” shall mean a “separation from service” 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.  For purposes
of determining whether a Separation from Service has occurred, a Participant
shall be considered to have separated from service as an employee when the
facts and circumstances indicate that the Participant and the Bank reasonably
anticipate that either (i) no further services will be performed for the
Bank (including any Affiliates) after a certain date, or (ii) that the
level of bona fide services the Participant will perform for the Bank
(including any Affiliates) after such date (whether as an employee or as an
independent contractor) will permanently decrease to no more than 20% of the
average level of bona fide services performed by such Participant (whether as
an employee or an independent contractor) over the immediately preceding
36-month period (or the full period of services to the Bank if the Participant
has been providing services to the Bank less than 36 months).


 


4

















 


ARTICLE II


PARTICIPATION


 


2.1                               Participation.


 


(a) Generally.  An Eligible Employee 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 Employee 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. 
Notwithstanding anything contained herein to the contrary, (i) if
an Eligible Employee is allowed to defer Compensation under this Plan without
executing an “Agreement for Transfer of Policy and Termination of Split-Dollar
Life Insurance Agreement” (a “Policy Transfer Agreement”), then no portion of
such Participant’s account balance under the Prior Plan shall be transferred to
his or her Account under this Plan and (ii) if an Eligible Employee is
allowed to defer Compensation under this Plan prior to executing a Policy
Transfer Agreement, then no portion of such Participant’s account balance under
the Prior Plan shall be transferred to his or her Account under this Plan until
such Participant executes a Policy Transfer Agreement.


 


(c) Duration of Participation.  Any deferral election of a Participant who
ceases to be an Eligible Employee shall terminate effective as of December 31
of the Plan Year in which such cessation occurs (but shall apply to any
Compensation earned during such Plan Year that becomes payable following the
end of such Plan Year).


 


5














 


ARTICLE III


DEFERRAL ELECTIONS


 


3.1                               Elections
to Defer Compensation.


 


(a) Initial Election Period.  Subject to Section 2.1, each Eligible
Employee 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. 
Such election shall be irrevocable as of the date it is filed with the
Bank or its agent. An Eligible Employee who terminates employment and who is
subsequently reemployed by the Bank, or who ceases to be an Eligible Employee
and is subsequently reinstated as an Eligible Employee as a result of changes
in the employee’s duties or title or otherwise, shall not be entitled to make
an election pursuant to this Section 3.1(a) as a result of such
reemployment or reinstatement.


 


(b) General Rule.  The amount of Compensation which an Eligible
Employee 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 Salary up to 85%;


 


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


 


(iii)                               Any
percentage or dollar amount of Commissions up to 100%;


 


provided, however, that no
election shall be effective to reduce the Compensation paid to an Eligible
Employee for a calendar year to an amount which is less than the amount that
the Bank is required to withhold from such Eligible Employee’s Compensation for
such calendar year for purposes of federal, state and local (if any) income tax
and employment tax (including Federal Insurance Contributions Act (FICA) tax
withholding), as permitted by Section 1.409A-3(j)(4)(vi) of the
Treasury Regulations.


 


(c) Minimum Deferrals.  [Intentionally Omitted.]


 


(d) Effect of Initial Election.  The amount of Salary, Commissions and Bonus
deferred pursuant to an election made during the Initial Election Period shall
not exceed (i) with respect to Salary and/or Commissions, the amount of
Salary and/or Commissions earned during the first full pay period beginning
after the date on which the Participant’s election to defer Compensation is
filed with the Bank or its agent and each subsequent pay period beginning in
the same Plan Year; and (ii) with respect to Bonus, a portion of the Bonus
paid with respect to services performed in the Plan Year for which the election
is made determined by multiplying the amount of such Bonus by the ratio of (A) the
number of calendar days remaining in the period to which the Bonus relates
after the date on which the Participant’s election is filed with the Bank or
its agent over (B) the total number of calendar days the Participant is
employed by the Bank during the period to which the Bonus relates.


 


(e) Elections other than Elections during the
Initial Election Period.  Subject to
the requirements of Section 2.1, any Eligible Employee may participate for
any Plan Year by filing  an election,
using a form, method, or process approved by the Committee, to defer
Compensation 


 


6

















 


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 Salary, Commissions and/or Bonus
earned during pay periods beginning on or after January 1 of the Plan Year
for which the election applies.


 


(f) Duration of Deferral Elections.  Any election made under this Plan to defer
Compensation shall apply only to Compensation payable with respect to services
performed during the Plan Year for which the election is made.  For each subsequent Plan Year, a Participant
who remains an Eligible Employee 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 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 pursuant to 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).


 


(h) Elections for Alternative Time and 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 time or form of benefit for distribution of the
Compensation deferred for that Plan Year pursuant to Section 6.1(b), as
follows:


 


(i)            The Participant may
elect one of the following Payment Eligibility Dates:


 


(A)          The first day of the
first calendar quarter following the calendar quarter in which the Participant
has a Separation from Service with the Bank, incurs a Disability or dies;


 


7

















 


(B)           January 1 of the
first calendar year following the calendar year in which the Participant has a
Separation from Service with the Bank, incurs a Disability or dies; or


 


(C)           January 1 of any
one of the second, third, fourth, fifth, or sixth calendar years following the
calendar year in which the Participant has a Separation from Service with the
Bank, incurs a Disability or dies (which may otherwise be described in any
enrollment forms or materials as the January that is 1-5 years following
termination of employment, or 1-5 years following the anniversary of termination
of employment).


 


(ii)           The
Participant may elect one of the following forms of benefit:


 


(A)          A lump sum payment; or


 


(B)           Payment in 20, 40, or
60 substantially equal quarterly installments.


 


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, Disability or death occurs prior to commencement of such
in-service distribution.  If the
Participant does not elect a Payment Eligibility Date, the Participant will be
deemed to have elected the Payment Eligibility Date set forth in clause (i)(A) of
this Section 3.1(h).  If the
Participant does not elect a form of benefit, the Participant will be deemed to
have elected a lump sum payment.


 


A Participant who has elected a Payment Eligibility
Date set forth in clause (i)(A) of this Section 3.1(h) may make
a one-time election to change the Payment Eligibility Date to the date that is
five years following the original Payment Eligibility Date or to the January 1
following such date, and a Participant who has elected the Payment Eligibility
Date set forth in clause (i)(B) of this Section 3.1(h) may make
a one-time election to change the Payment Eligibility Date to the date that is
five years following the original Payment Eligibility Date, in each case 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 original Payment
Eligibility Date; and a Participant making such change may at the Participant’s
option also concurrently change the form of benefit.  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.


 


8

















 


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 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.


 


(A)          A Participant must make
an election to designate the CNC Stock Fund for all or a specified percentage
of his or her Plan Year Subaccount for any Plan Year beginning in 2008 or
thereafter at the time when the Participant elects to defer compensation for
such Plan Year.


 


9

















 


(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.


 


(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, Disability or death 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 for which the Participant has previously elected to receive an
in service distribution.


 


(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, Disability
or death 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.


 


10

















 


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


 


11

















 


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 Salary deferred by the Participant during each pay
period that begins in the Plan Year for which the Plan Year Subaccount is
established on the day such Salary 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 Salary 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; provided, however, that if a Participant has
designated the CNC Stock Fund pursuant to Section 3.2(e) with respect
to any Plan Year Subaccount or percentage thereof, then any amounts of Salary
credited to the investment subaccounts of such Plan Year Subaccount pursuant to
this Section 4.1(a) shall be credited on the last business day of the
month in which such Salary would have been paid;


 


(b) The Committee
shall credit the investment subaccounts of the Plan Year Subaccount of the
Participant’s Deferral Account with an amount equal to the portion of the Bonus
deferred by the Participant for the Plan Year for which the Plan Year
Subaccount is established on the day the Bonus or partial Bonus 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 Bonus 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;


 


(c) The Committee
shall credit the investment subaccounts of the Plan Year Subaccount of the
Participant’s Deferral Account with an amount equal to the portion of the
Commissions deferred by the Participant earned during the Plan Year for which
the Plan Year Subaccount is established on the day the Commissions 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 Commission 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


 


(d) 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 an individual who was both an active
employee of the Bank and a participant in the Prior Plan on December 31,
1999 either (a) executes an “Agreement for Transfer of Policy and
Termination of Split-Dollar Life Insurance Agreement” or (b) did not own a
life insurance policy that was subject to a Split-Dollar Life Insurance
Agreement with the Corporation on December 31, 1999, then his or her
account balance under the Prior Plan shall be transferred to an Account
established for such individual under this Plan, shall be governed by the terms
and conditions of this Plan and shall be referred to as the “Rollover Amount.”  A Participant’s Rollover Amount shall be
credited to a separate Plan Year Subaccount. 
A Participant may make separate distribution and investment elections
applicable to his or her Rollover Amount in accordance with Articles III and VI
of this Plan.


 


4.3                               Profit
Sharing Make-Up Contributions.


 


(a) In the case of a Participant entitled to
receive an allocation of Employer Contributions under Paragraph D.2 of Article IV
of the CNC Profit Sharing Plan with respect to any Plan Year, such Participant’s
Plan Year Subaccount for such Plan Year shall be credited with additional
contributions by the Bank or the Corporation at such time and in such amount
set forth in this Section 4.3 (“Profit Sharing Make-Up Contributions”);
provided, however, that a Participant shall not be eligible to receive a Profit
Sharing Make-Up Contribution for any Plan Year unless the Participant is an
employee of the Bank or an Affiliate on the last business day of such Plan
Year.


 


(b) The aggregate amount of Profit Sharing
Make-Up Contributions to all Participants for a Plan Year shall be the excess,
if any, of (i) the aggregate amount of the Employer Contribution under the
CNC Profit Sharing Plan for such Plan Year, if such contribution were determined
without giving effect to any deferrals by Participants under this Plan (but
giving effect to any other limitations on the amount of the Employer
Contribution pursuant to the CNC Profit Sharing Plan), over (ii) the
aggregate amount of the actual Employer Contribution made under the CNC Profit
Sharing Plan for such Plan Year.  For the
avoidance of doubt, the actual Employer Contribution made under the CNC Profit
Sharing Plan, together with the aggregate Profit Sharing Make-Up Contributions
under this Plan, for any Plan Year shall not exceed the aggregate maximum limit
allowed under the CNC Profit Sharing Plan. 
No Profit-Sharing Make-Up Contributions shall be made for a Plan Year if
the actual Employer Contribution is equal to the aggregate maximum limit
allowed under the CNC Profit Sharing Plan


 


(c) Each Participant’s Profit Sharing Make-Up
Contribution for such Plan Year shall be determined by multiplying the
aggregate amount (if any) computed under Section 4.3(b) by the ratio
of (i) the amount of Compensation (as such term is used in the CNC Profit
Sharing Plan) that such Participant has elected to defer pursuant to this Plan
for such Plan Year, over (ii) the aggregate amount of Compensation (as
such term is used in the CNC Profit Sharing Plan) that each Participant who is
eligible to receive a Profit Sharing Make-Up Contribution has elected to defer
pursuant to this Plan for such Plan Year. 
For purposes of the preceding sentence, the amount of Compensation (as such
term is used in the CNC Profit Sharing Plan) deferred by any Participant for a
Plan Year shall be determined by calculating the excess of such Participant’s
Compensation (as such term is used in the CNC Profit Sharing Plan) for such
Plan Year without 


 


13

















 


giving
effect to any deferral under this Plan over such Participant’s actual
Compensation (as such term is used in the CNC Profit Sharing Plan) for such
Plan Year.


 


(d) The Profit Sharing Make-Up Contribution shall
be credited to the Participant’s Plan Year Subaccount for the Plan Year to
which such Profit Sharing Make-Up Contribution relates, and shall be credited
to such Plan Year Subaccount on the last business day of the month in which an
Employer Contribution was made under the CNC Profit Sharing Plan with respect
to such Plan Year (but in any event no later than the end of the first Plan
Year following the Plan Year to which such Profit Sharing Make-Up Contribution
relates).


 


(e) Each Profit Sharing Make-Up Contribution
shall be subject to the deferral elections and investment elections under Article III
of this Plan (other than any election under Section 3.1(g) of this
Plan) applicable to the Plan Year Subaccount to which such Profit Sharing
Make-Up Contribution was credited and shall be invested and distributed in
accordance with such elections and Section 6.1(b) of this Plan.


 


14

















 


ARTICLE V


VESTING


 


5.1                               Deferral
Account.


 


A Participant’s Deferral Account shall be
100% vested at all times, except as otherwise provided in Section 5.2
hereof.


 


5.2                               Profit
Sharing Make-Up Contributions.


 


The
portion of each Plan Year Subaccount attributable to Profit Sharing Make-Up
Contributions shall vest in accordance with the vesting provisions for Employer
Contribution Accounts under the CNC Profit Sharing Plan, as set forth in Article VI
of the CNC Profit Sharing Plan.


 


15














 


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 is employed by the Bank on January 1 of such
year.  In the event of the Participant’s
Separation from Service with the Bank for any reason, Disability or death 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, Disability or death while the Participant is receiving an
in-service distribution from one or more Plan Year Subaccounts in the form of
annual installments, such payments will continue as scheduled.


 


(b) In the event of a Participant’s Separation
from Service for any reason, 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) [Intentionally Omitted.]


 


(d) 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.


 


16

















 


(e) 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.


 


(f) [Intentionally Omitted.]


 


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


 


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 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 Participant’s Deferral
Account shall be forfeited.  If, after
such forfeiture, the Participant or 


 


17

















 


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                               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 be employed by the Bank.


 


(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 6.5 shall terminate and have no further effect.


 


18

















 


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;


 


(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 


 


19

















 


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 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 Bank 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 


 


20

















 


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 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.


 


21

















 


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 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)
all taxes which are required to be withheld by the Bank in respect to such
payment or this Plan.  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 as determined under the terms of the Plan
immediately prior to termination as if the Plan had not been terminated.  (Neither the 


 


22

















 


Policies themselves nor the
death benefit described in Section 6.5 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.


 


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, 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
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 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.


 


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(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 CNC Profit Sharing Plan, 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(d)), 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 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.


 


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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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