Exhibit 4.2







  


 


2000
CITY NATIONAL BANK

EXECUTIVE DEFERRED COMPENSATION PLAN


 


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


 


Effective
on November 2, 2015)


 


 

 




    	 



    	 



    


 


2000 City National Bank

Executive Deferred Compensation Plan


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


Effective on November 2, 2015)


  


TABLE OF
CONTENTS


Page




	ARTICLE I TITLE AND DEFINITIONS	1
	1.1	Title.	1
	1.2	Definitions.	1
	 	 	 
	ARTICLE II PARTICIPATION	7
	2.1	Participation	7
	 	 	
	ARTICLE III DEFERRAL ELECTIONS	9
	3.1	Elections to Defer Compensation	9
	3.2	Investment Elections	12
	 		
	ARTICLE IV ACCOUNTS	15
	4.1	Deferral Account	15
	4.2	Rollovers	16
	4.3	Profit Sharing Make-Up Contributions	16
	4.4	Prior CIC Agreement Payment Contribution	17
		 	 
	ARTICLE V VESTING	18
	5.1	Deferral Account	18
	5.2	Profit Sharing Make-Up Contributions	18
	 	 	 
	ARTICLE VI DISTRIBUTIONS	19
	6.1	Distribution of Deferred Compensation	19
	6.2	Nonscheduled In-Service Withdrawals	20
	6.3	Hardship Withdrawals	20
	6.4	Inability to Locate Participant	21
	6.5	Death Benefit for Certain Participants	21



  



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	ARTICLE VII ADMINISTRATION	22
	7.1	Committee Action	22
	7.2	Powers and Duties of the Committee	22
	7.3	Construction and Interpretation	22
	7.4	Information	23
	7.5	Compensation, Expenses and Indemnity	23
	7.6	Quarterly Statements	23
	7.7	Claims Procedure	23
	 	 	 
	ARTICLE VIII MISCELLANEOUS	25
	8.1	Unsecured General Creditor	25
	8.2	Restriction Against Assignment	25
	8.3	Withholding	25
	8.4	Amendment, Modification, Suspension or Termination	25
	8.5	Governing Law	26
	8.6	Receipt or Release	26
	8.7	Payments on Behalf of Persons Under Incapacity	26
	8.8	Headings, etc. Not Part of Agreement	26
	8.9	Section 409A of the Code	26
	8.10	Domestic Relations Orders	27





 



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2000 City National Bank

Executive Deferred Compensation Plan


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


Effective on November 2, 2015)


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, was amended and restated for Plan Years 2004/05
and later effective on January 1, 2009. The principal purpose of the 2009 amendment and restatement was to bring the Plan into
compliance with Section 409A of the Code and the Treasury Regulations issued thereunder. The Plan was amended and restated effective
January 1, 2012, and further amended on September 1, 2014 and August 25, 2015. The principal purpose of the 2012 amendment and
restatement was to reflect certain plan amendments and to provide for the deferral of cash-settled restricted stock unit awards,
cash-settled performance share unit awards and cash-settled performance unit awards. The principal purpose of the 2014 amendment
was to allow for subsequent deferrals of certain payment eligibility dates and to allow for diversification of amounts invested
in the CNC Stock Fund following a change in control. The principal purpose of the 2015 amendment was to allow up to two subsequent
deferral elections and to allow for payments of deferred compensation to begin ten years after termination of employment. The Plan
is hereby further amended and restated effective November 2, 2015 to reflect the change in control transaction reflected in the
Agreement and Plan of Merger, dated as of January 22, 2015 (the “Merger Agreement”) by and between City National Corporation
and Royal Bank of Canada and RBC USA Holdco Corporation. 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 the 2009 amendment and restatement,
the 2012 amendment and restatement, the 2014 amendment or this 2015 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.



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“2012 Cash-Settled Equity Award”
shall mean any Cash-Settled Equity Award granted in Plan Year 2012 and determined to be eligible for deferral by the Committee.


“2012 Cash-Settled Equity Subaccount”
shall mean the subaccount of a Participant’s Deferral Account established to separately account for any 2012 Cash-Settled
Equity Award deferred (and earnings or losses thereon), regardless of the Plan Year(s) in which such 2012 Cash-Settled Equity Award
is scheduled to vest.


“2015 CIC Subaccount” shall
mean the subaccount of a Participant’s Deferral Account established to separately account for the Prior CIC Agreement Payment
deferred (and earnings or losses thereon).


“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 Bank is a component member and (b) each entity (whether or not incorporated) which is under common
control with 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/or its Affiliates.


“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



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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 bonus
payable to a Participant under any formal cash incentive compensation program maintained by the Bank and determined to be eligible
for deferral by the Committee (after giving effect to any mandatory deferrals by City National Rochdale, LLC for the applicable
Plan Year beginning with Plan Year 2016) in addition to the Participant’s Salary.


“Cash-Settled Equity Awards”
shall mean any Cash-Settled RSU Awards, Cash-Settled Performance Share Units or Cash-Settled Performance Units and Deferred Share
Units.


“Cash-Settled Performance Share
Unit Awards” shall mean any cash-settled award of Performance Share Units (as defined in the CNC Omnibus Plan) granted pursuant
to the CNC Omnibus Plan and any dividend equivalent units credited thereon.


“Cash-Settled Performance Unit
Awards” shall mean any cash-settled award of Performance Units (as defined in the CNC Omnibus Plan) granted pursuant to the
CNC Omnibus Plan.


“Cash-Settled RSU Awards”
shall mean any cash-settled award of Restricted Stock Units (as defined in the CNC Omnibus Plan) granted pursuant to the CNC Omnibus
Plan and any dividend equivalent units credited thereon (including but not limited to 2012 Cash-Settled Equity Awards).


“Change in Control Event”
shall mean the occurrence of any of the following:


(1)  The acquisition by any individual,
entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (i) the then outstanding
shares of Common Stock any of Parent, Holdco or Bank (the “Outstanding Common Stock”) or (ii) the combined voting power
of the then outstanding voting securities of any of Parent, Holdco or Bank entitled to vote generally in the election of directors
(the “Outstanding Voting Securities”); provided, however, that for purposes of this sub-section (1), the following
acquisitions shall not constitute a Change in Control Event: (i) any acquisition directly from Parent, Holdco or Bank; (ii) any
acquisition by Parent, Holdco or Bank; (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained
by Parent or any corporation controlled by Parent, or (iv) any acquisition by any corporation pursuant to a transaction which complies
with clauses (i), (ii) and (iii) of paragraph (2); or


(2) Individuals who, as of the
Merger Effective Time, constitute the Board of Directors of Parent (the “Incumbent Board”) cease for any reason to
constitute at least a majority of the Board of Directors of Parent; provided, however, that any individual becoming a director
subsequent to the Merger



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Effective Time whose election, or nomination for election by the Parent’s shareholders, was approved
by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual
were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs
as a result of either an actual or threatened election contest with respect to the election or removal of directors or other actual
or threatened solicitation of proxies or contest by or on behalf of a person other than the Board of Directors of Parent; or


(3)  Consummation of a reorganization,
merger or consolidation or sale or other disposition of all or substantially all of the assets of Parent, Holdco or Bank (a “Business
Combination”), in each case, unless, following such Business Combination (i) all or substantially all of the individuals
and entities who were the beneficial owners respectively, of the Outstanding Common Stock and Outstanding Voting Securities immediately
prior to such Business Combination beneficially owned, directly or indirectly, more than 50% of, respectively, the then outstanding
shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation,
a corporation which as a result of such transaction owns Parent, Holdco or Bank or all or substantially all of Parent’s,
Holdco’s or Bank’s assets either directly or through one or more subsidiaries) in substantially the same proportions
as their ownership, immediately prior to such Business Combination, of the Outstanding Common Stock and Outstanding Voting Securities,
as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit
plan or related trust of Parent, Holdco or Bank or such corporation resulting from such Business Combination) beneficially owns,
directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting
from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except
to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the
board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time
of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or


(4) Approval by the shareholders
of Parent, Holdco or Bank of a complete liquidation or dissolution of Parent, Holdco or Bank, as applicable.


“CNC Omnibus Plan” shall
mean the City National Corporation 2008 Omnibus Plan (or any successor plan).


“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.



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


“Commissions” shall mean
any commissions payable to a Participant (after giving effect to any mandatory deferrals by City National Rochdale, LLC for the
applicable Plan Year beginning with Plan Year 2016).


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


“Compensation” shall mean
the Salary, Bonus, Commissions and/or Cash-Settled Equity Awards 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
elects to defer, (c) the portion of the Participant’s Commissions that he or she elects to defer, (d) the portion of the
Participant’s Cash-Settled Equity Awards that he or she elects to defer, (e) the Participant’s Rollover Amount, if
any, (f) the Profit Sharing Make-Up Contributions made on behalf of the Participant, (g) the Participant’s Prior CIC Agreement
Payment and (h) earnings or losses pursuant to Section 4.1.


“Deferred Share Units” shall
mean any cash-settled award of restricted share units or other cash-settled equity-based or equity-related awards granted pursuant
to the RBC Omnibus Plan.


“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.


“Employment Agreement” shall
mean that certain Employment Agreement between a Participant and Parent, dated January 22, 2015, entered into in connection with
the transactions contemplated by the Merger Agreement.






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“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.


“Holdco” shall mean RBC USA
Holdco Corporation.


“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.


“Parent” shall mean Royal
Bank of Canada.


“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 Deferral Accounts 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 (other than a 2012
Cash-Settled Equity Award) deferred (and earnings or losses thereon) for each Plan Year in which a Participant participates in
the Plan and for any Rollover Amounts. For the avoidance of doubt, the percentage of any Cash-Settled Equity Award (other than
a 2012 Cash-Settled Equity Award) that a Participant elects to defer shall be credited to the Plan Year Subaccount for the Plan
Year in which such Cash-Settled Equity Award is granted, regardless of the Plan Year(s) in which such Cash-Settled Equity Award
is scheduled to vest.


“Prior CIC Agreement Payment”
shall mean the amount deferred pursuant to Section 4(h) of the Employment Agreement.


“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.


“RBC Omnibus Plan” shall
mean the Royal Bank of Canada U.S. Omnibus Share Plan (or any successor plan).






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“RBC Stock” shall mean shares
of Royal Bank of Canada Common Stock.


“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).


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 and shall apply to any Cash-Settled Equity Awards deferred during such Plan Year or any prior
Plan Year for which vesting occurs at any


 



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time following the end of the Plan Year in which such Participant ceases to be an Eligible
Employee).



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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 75%;



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



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



		(iv)	Any percentage of Cash-Settled Equity Awards up to 100%
(which percentage need not be the same for each grant of a Cash-Settled Equity Award);



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/or Bonus deferred pursuant to an election made during the Initial Election Period shall not
exceed (i) with respect to Salary, the amount of Salary 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; (ii) with respect to Commissions, the amount of Commissions paid 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; (iii) 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. No Cash-Settled Equity Award may be
deferred pursuant to an Initial Election.  Cash Settled Equity Awards may be deferred pursuant to Section 3.1(e).










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(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 as described
in paragraph (b) above. An election to defer Compensation for a Plan Year must be filed on or before December 15 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 (i) Salary, and/or Bonus earned during pay periods beginning on or after January 1 of the Plan Year for
which the election applies, (ii) Commissions paid during pay periods beginning on or after January 1 of the Plan Year for which
the election applies, and (iii) Cash-Settled Equity Awards granted on or after January 1 of the Plan Year for which the election
applies, regardless of the Plan Year(s) in which such Cash-Settled Equity Awards are scheduled to vest. A Participant may make
a separate in-service distribution election applicable to his or her Cash-Settled Equity Award for a Plan Year in accordance with
Section 3.1(g).


(f) Duration of Deferral Elections.
Any election made under this Plan to defer Salary, Commissions and/or Bonus shall apply only to Salary and/or Bonus payable with
respect to services performed during the Plan Year for which the election is made and/or to Commissions paid during the Plan Year
for which the election is made. Any election made under this Plan to defer Cash-Settled Equity Awards shall apply only to Cash-Settled
Equity Awards granted 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 Salary, Commissions and/or Bonus 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. At the time of making an
election to defer any Cash-Settled Equity Award for a Plan Year pursuant to this Section 3.1 or any 2012 Cash-Settled Equity Award,
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 last day of the Plan Year in which the final vesting installment of the applicable Cash-Settled
Equity Award occurs. 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; provided further, that such election may not
take effect until at least 12 months after the date on which the election is made. The election to defer the year of an in-service
distribution may be made no more than twice for any Cash-Settled Equity Awards deferred for each Plan Year (including 2012 Cash-Settled
Equity Awards) and no more than twice for all other Compensation deferred for each Plan Year. 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 for any 2012 Cash-Settled Equity
Award, or fails to specify the year in which the in-service distribution shall be made, the Compensation deferred for that Plan
Year or for such 2012 Cash-Settled Equity Award shall be distributed as set forth in Section 6.1(b).










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(h) Elections for Alternative Time
and Form of Distribution. At the time of making an election to defer Compensation for a Plan Year or a 2012 Cash-Settled Equity
Award 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 or such 2012 Cash-Settled Equity Award
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,
incurs a Disability or dies;



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



		(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, 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); or



		(D)	January 1 of the eleventh calendar year following the calendar year in which the Participant has a Separation from Service,
incurs a Disability or dies (which may otherwise be described in any enrollment forms or materials as the January that is 10 years
following termination of employment, or 10 years following the anniversary of termination of employment).




    	-11-



    	 



    

 


(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 and any 2012 Cash-Settled Equity Award if (x)
the Participant does not elect an in-service distribution with respect to such deferred Compensation or such 2012 Cash-Settled
Equity Award 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 clauses (i)(A), (i)(B) (i)(C) or (i)(D) of this Section 3.1(h) may make an election to change the
Payment Eligibility Date to the date that is five years following the applicable Payment Eligibility Date or to the January 1 following
such 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 applicable Payment Eligibility Date; provided such election may not take effect until at least 12
months after the date on which the election is made; and a Participant making such change may at the Participant’s option
also concurrently change the form of benefit. The election to defer the year of Payment Eligibility Date may be made no more than
twice for any Cash-Settled Equity Awards deferred for each Plan Year (including 2012 Cash-Settled Equity Awards) and no more than
twice for all other Compensation deferred for each Plan Year. 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 or
any 2012 Cash-Settled Equity Award 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 or for the 2012 Cash-Settled
Equity Award 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 or 2012 Cash-Settled Equity 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 or 2012 Cash-Settled Equity 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 or 2012
Cash-Settled Equity Subaccount 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 or for any 2012 Cash-Settled Equity Award, the
Participant’s most recent investment election for future deferrals shall apply to the Plan Year Subaccount established for
such Plan Year or to the 2012 Cash-Settled Equity Subaccount 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) or the 2012 Cash-Settled Equity Subaccount. 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.




    	-12-



    	 



    

 




 


(c) The Committee shall select from time
to time, in its sole discretion, the Funds (including the RBC Stock Fund) 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 or the 2012 Cash-Settled Equity Subaccount 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. As of the Merger Effective Time, each stock unit credited to an Account that is
deemed invested in the CNC Stock Fund shall be deemed to be invested in RBC Stock in accordance with the Merger Agreement.


(e) As of the Merger Effective Time,
the “RBC Stock” Fund will be 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, his or her 2012 Cash-Settled Equity Subaccount or his 2015 CIC Subaccount that shall be deemed to
be invested in the RBC Stock Fund.



		(ii)	For the avoidance of doubt, as of the Merger Effective Time, a Participant may invest in or diversify out of the RBC Stock
Fund at any time by filing an election, using a form, method, or process approved by the Committee.






		(iii)	Prior to the Merger Effective Time, (A) no in-service distribution election was permitted for any Plan Year Subaccount or the
2012 Cash-Settled Equity Subaccount if any portion of such Plan Year Subaccount or 2012 




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		 	 Cash-Settled Equity Subaccount was designated
to be invested in the CNC Stock Fund and (B) the portion of any Plan Year Subaccount or 2012 Cash-Settled Equity Subaccount which
was 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
or the 2012 Cash-Settled Equity Subaccount pursuant to the distribution elections made by the Participant in accordance with the
provisions of the Plan. Following the Merger Effective Time, an in-service distribution election may be made at the time and manner
set forth in Section 3.1(g) by a Participant for any Plan Year Subaccount for which all or any portion of such Plan Year Subaccount
is designated to be invested in the RBC Stock Fund.



		(iv)	The RBC Stock Fund will be measured in number of shares of RBC Stock. The number of shares of RBC 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 RBC Stock Fund do not convey the rights to ownership of shares of RBC Stock and do not have voting rights. The
Bank’s obligation with respect to the RBC Stock Fund is unfunded.



		(vi)	All distributions from the RBC Stock Fund will be paid solely in cash.



		(vii)	All cash dividends which are paid on RBC Stock held in the RBC Stock Fund will be deemed to be reinvested in the RBC Stock
Fund.




    	-14-



    	 



    




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 as well as a 2012 Cash-Settled Equity Subaccount, if applicable. A Participant’s
Plan Year Subaccounts and 2012 Cash-Settled Equity Subaccount 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 and 2012 Cash-Settled Equity Subaccount 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 for Plan Years 2015 and earlier, if
a Participant has designated the CNC Stock Fund prior to the Merger Effective Time 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. For the avoidance of doubt, beginning Plan Year 2016, the proviso in the prior sentence shall no longer be applicable;


(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 paid 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;


(d) The Committee shall credit the investment
subaccounts of the 2012 Cash-Settled Equity Subaccount of the Participant’s Deferral Account with an amount equal to the
portion of any 2012 Cash-Settled Equity Award deferred by the Participant on the day such 2012 Cash-Settled Equity Award or partial 2012 Cash-Settled Equity Award
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 2012 Cash-Settled Equity Award 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;






    	-15-



    	 



    

 



 


(e) 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 any
Cash-Settled Equity Award (other than a 2012 Cash-Settled Equity Award) deferred by the Participant for the Plan Year for which
the Plan Year Subaccount is established on the day such Cash-Settled Equity Award or partial Cash-Settled Equity Award 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 Cash-Settled Equity Award 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


(f) As of the close of each business
day, each investment subaccount of a Participant’s Plan Year Subaccount and 2012 Cash-Settled Equity 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 RBC Stock held in the RBC Stock Fund shall be credited in accordance with Section 3.2(e)(vii)
on the day such dividends would otherwise be paid.


		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.



    	-16-



    	 



    

 


(b) A Participant shall receive a Profit
Sharing Make-Up Contribution for a Plan Year in an amount determined by multiplying (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, by
(ii) the percentage of Compensation (as such term is used in the CNC Profit Sharing Plan) that participants in the CNC Profit Sharing
Plan received for such Plan Year as an Employer Contribution.


(c) 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).


(d) 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.


		4.4	Prior CIC Agreement Payment Contribution.



(a) In the case of the Participant
entitled to receive the Prior CIC Agreement Payment, such Participant’s 2015 CIC Subaccount shall be credited as of the Merger
Effective Time. Except as otherwise provided by Section 8.1, the 2015 CIC Subaccount shall be fully vested and nonforfeitable as
of the Merger Effective Time and shall be payable in a lump sum within thirty (30) days following the Participant’s Separation
of Service, subject to any required delay under Section 409A of the Code in accordance with Section 13(g) of the Employment Agreement
(which shall apply to the 2015 CIC Subaccount in lieu of Section 8.9(c) hereof).


(b)  The Participant may from time
to time designate, using a form, method, or process approved by the Committee, which Fund or Funds (including the RBC Fund) the
amounts credited to the 2015 CIC Subaccount will be deemed to be invested in through the date of distribution for purposes of determining
the amount of earnings or losses to be credited or debited to his 2015 CIC Subaccount.


(c)  The Participant may make an election
to change the time and form of payment for amounts credited to his 2015 CIC Subaccount by filing an election with the Bank or its
agent, using a form, method, or process approved by the Committee, at least 12 months prior to the date of Participant’s
Separation of Service; provided that (i) such election may not take effect until at least 12 months after the date on which the
election is made, and (ii) the date on which payment occurs pursuant to such election (or the first date on which a payment occurs,
in the case of an election that changes the form of payment from lump sum to installments) must be no less than five years following
the date of the Participant’s Separation from Service.



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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.



    	-18-



    	 



    

 


ARTICLE VI

DISTRIBUTIONS


		6.1	Distribution of Deferred Compensation.



(a) Distribution of the amount credited
to each Plan Year Subaccount and the 2012 Cash-Settled Equity 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 for any reason,
Disability or death prior to January 1 of a year elected by the Participant for a Plan Year Subaccount or for the 2012 Cash-Settled
Equity Subaccount pursuant to Section 3.1(g), the Participant’s in-service distribution election for such Plan Year Subaccount
or for the 2012 Cash-Settled Equity Subaccount shall no longer be effective and all of the amounts credited to such Plan Year Subaccount
or the 2012 Cash-Settled Equity 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 or from the 2012
Cash-Settled Equity Subaccount 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 or the 2012 Cash-Settled
Equity 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 or deemed 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 or the 2012 Cash-Settled Equity 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 or the 2012 Cash-Settled Equity 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 or the 2012 Cash-Settled Equity Subaccount, the amounts credited to the Participant’s Deferral Account
shall be paid in a cash lump sum payment within 90 days following the Payment Eligibility Date.


(c) [Intentionally Omitted.]



    	-19-



    	 



    

 


(d) The Participant’s Plan Year
Subaccounts and the 2012 Cash-Settled Equity Subaccount shall continue to be credited with Compensation as well as earnings and
losses pursuant to Sections 4.1 and 4.2 of the Plan until all amounts credited to his or her Deferral Accounts under the Plan have
been distributed.


(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 Event that occurs
following the Merger Effective Time 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 future deferrals under the Plan 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 Deferral Account in such order and in such proportions as
the Committee may determine in its sole discretion. The remaining amounts credited to a Participant’s Deferral Account shall
be distributed in accordance with the Participant’s elections with respect to each Plan Year Subaccount and the 2012 Cash-Settled
Equity Subaccount. Any hardship withdrawals under this Section 6.3 shall comply with the requirements of Section 409A of the Code.



    	-20-



    	 



    

 


		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 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.



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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



    	-22-



    	 



    

 


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 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).



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(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.



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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 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.



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		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.



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(b) Each payment or series of installments
under this Plan for any particular Plan Year, Plan Year Subaccount and 2012 Cash-Settled Equity 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 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 in accordance with the Participant’s investment
elections), 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 29th day of October, 2015.


 


	 	CITY NATIONAL BANK
	 	 	 
		By:	/s/ Patti Fischer                        



			Patti Fischer



		Its:	Senior Vice President



			Human Resources



 



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