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                                 CITY NATIONAL BANK
                        EXECUTIVE DEFERRED COMPENSATION PLAN












<PAGE>


                                      ARTICLE I
                               TITLE AND DEFINITIONS

1.1    TITLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

1.2    DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . .1

                                      ARTICLE II
                                    PARTICIPATION

2.1    PARTICIPATION . . . . . . . . . . . . . . . . . . . . . . . . . .3

                                    ARTICLE III
                                 DEFERRAL ELECTIONS

3.1    ELECTIONS TO DEFER COMPENSATION . . . . . . . . . . . . . . . . .3

3.2    INVESTMENT ELECTIONS. . . . . . . . . . . . . . . . . . . . . . .4

                                     ARTICLE IV
                                  DEFERRAL ACCOUNT

4.1    DEFFERAL ACCOUNT. . . . . . . . . . . . . . . . . . . . . . . . .5

                                     ARTICLE V
                                      VESTING

5.1    DEFERRAL ACCOUNT. . . . . . . . . . . . . . . . . . . . . . . . .5

                                     ARTICLE VI
                                   DISTRIBUTIONS

6.1    AMOUNT AND TIME OF DISTRIBUTION . . . . . . . . . . . . . . . . .6

6.2    FORM OF DISTRIBUTION. . . . . . . . . . . . . . . . . . . . . . .6

6.3    ELECTION TO RECEIVE PERIODIC INSTALLMENTS . . . . . . . . . . . .6

                                    ARTICLE VII
                                   ADMINISTRATION

7.1    COMMITTEE ACTION. . . . . . . . . . . . . . . . . . . . . . . . .6

7.2    POWERS AND DUTIES OF THE COMMITTEE. . . . . . . . . . . . . . . .6

7.3    CONSTRUCTION AND INTERPRETATION . . . . . . . . . . . . . . . . .7

7.4    INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . .7

7.5    COMPENSATION, EXPENSES AND INDEMNITY. . . . . . . . . . . . . . .7

7.6    QUARTERLY STATEMENTS. . . . . . . . . . . . . . . . . . . . . . .7

                                       i
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                                    ARTICLE VIII
                                   MISCELLANEOUS

8.1    UNSECURED GENERAL CREDITOR. . . . . . . . . . . . . . . . . . . .8

8.2    RESTRICTION AGAINST ASSIGNMENT. . . . . . . . . . . . . . . . . .8

8.3    WITHHOLDING . . . . . . . . . . . . . . . . . . . . . . . . . . .8

8.4    AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION. . . . . . . .8

8.5    GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . .8

8.6    RECEIPT OR RELEASE. . . . . . . . . . . . . . . . . . . . . . . .8

8.7    PAYMENTS ON BEHALF OF PERSONS UNDER INCAPACITY. . . . . . . . . .9

8.8    HEADINGS, ETC. NOT PART OF AGREEMENT. . . . . . . . . . . . . . .9

                                     ARTICLE IX
                                   BENEFIT OFFSET

9.1    OFFSET FOR CERTAIN BENEFITS PAYABLE UNDER
       SPLIT-DOLLAR LIFE INSURANCE POLICIES. . . . . . . . . . . . . . .9


                                       ii
<PAGE>

                                 CITY NATIONAL BANK
                        EXECUTIVE DEFERRED COMPENSATION PLAN


       WHEREAS, City National Bank (the "Bank") desires to establish a
deferred compensation plan to provide supplemental retirement income benefits
for a select group of management and highly compensated employees through
deferrals of salary and bonuses, effective March 1, 1994; and

       WHEREAS, it is believed that the adoption of this plan providing for
deferred compensation at the election of each executive will be in the best
interests of the Bank;

       NOW, THEREFORE, it is hereby declared as follows:


                                     ARTICLE I
                               TITLE AND DEFINITIONS

1.1    TITLE.

       This Plan shall be known as the 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.

       "Bank" shall mean City National Bank, any successor corporation and
each corporation which is a member of a controlled group of corporations
(within the meaning of Section 414(b) of the Code) of which City National
Bank is a component member.

       "Beneficiary" or "Beneficiaries" shall mean the person or persons,
including a trustee, personal representative or other fiduciary, last
designated in writing by a Participant in accordance with procedures
established by the Committee to receive the benefits specified hereunder in
the event of the Participant's death.  If there is no valid Beneficiary
designation in effect, or if there is no surviving designated Beneficiary,
then the Participant's surviving spouse shall be the Beneficiary.  If there
is no surviving spouse to receive any benefits payable in accordance with the
preceding sentence, the duly appointed and currently acting personal
representative of the participant's estate (which shall include either the
Participant's probate estate or living trust) shall be the Beneficiary.  In
any case where there is no such personal representative of the Participant's
estate duly appointed and acting in that capacity within 90 days after the
Participant's death (or such extended period as the Committee determines is
reasonably necessary to allow such personal representative to be appointed,
but not to exceed 180 days after the Participant's death), then Beneficiary
shall mean the person or persons who can verify by affidavit or court order
to the satisfaction of the Committee that they are legally entitled to
receive the benefits specified hereunder.  In the event any amount is payable
under the Plan to a minor, payment shall not be made to the minor, but
instead be paid (a) to the person's living parent(s) to act as custodian, (b)
if that person's parents are then divorced, and one parent is the sole
custodial parent, to such custodial parent, or (c) 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

                                       1
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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" or "Board" shall mean the Board of Directors of
the Bank.

       "Bonus" shall mean any incentive compensation, consisting of any bonus
or commission, payable to a Participant in addition to the Participant's
Salary after reduction for any salary deferral contributions to a plan
qualified under Section 125 or Section 401(k) of the Code.

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

       "Committee" shall mean the Company's Strategy and Planning Committee.

       "Company" shall mean City National Corporation.

       "Compensation" shall mean the Salary and Bonus that the Participant is
entitled to for services rendered to the Bank.

       "Deferral Account" shall mean the bookkeeping account maintained by
the Committee for each Participant that is credited with amounts equal to (1)
the portion of the Participant's Salary that he or she elects to defer, (2)
the portion of the Participant's Bonus that he or she elects to defer, and
(3) interest pursuant to Section 4.1.

       "Effective Date" shall mean March 1, 1994.

       "Eligible Employee" shall mean each officer at the Senior Vice
President level or above who is regularly scheduled to work thirty or more
hours per week.

       "Fund" or "Funds" shall mean one or more of the mutual funds or
contracts selected by the Committee pursuant to Section 3.2(b).

       "Initial Election Period" for an Eligible Employee shall mean the
30-day period following the later of March 1, 1994 or the Eligible Employee's
date of hire.

       "Interest 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 month reduced by
one-twelfth of one and one-half percentage points.

       "Participant" shall mean any Eligible Employee who elects to defer
Compensation in accordance with Section 3.1.

       "Payment Eligibility Date" shall mean the first day of the month
following the end of the quarter following the quarter in which a Participant
terminates employment or dies.

       "Plan" shall mean the 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, except that the first Plan Year shall be a short year beginning on
March 1, 1994 and ending on December 31, 1994.

       "Salary" shall mean the Participant's annual base salary after
reduction for any salary deferral contributions to a plan qualified under
Section 125 or Section 401(k) of the Code.

       "Tax Adjustment Factor" shall mean a number, determined by the
Committee, which is equal to one minus the sum of (1) the highest marginal
federal personal income tax rate then in effect and (2) the

                                       2
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effective highest marginal state income tax rate in the state in which the
Participant resides, net after the effect of the deduction for such state
income tax for federal income tax purposes.


                                     ARTICLE II
                                   PARTICIPATION

2.1    PARTICIPATION.

       An Eligible Employee shall become a Participant in the Plan by
electing to defer all or a portion of  his or her Compensation in accordance
with Section 3.1.


                                    ARTICLE III
                                 DEFERRAL ELECTIONS


3.1    ELECTIONS TO DEFER COMPENSATION.

       (a)    Initial Election Period.  Each Eligible Employee may elect to
defer Compensation by filing with the Committee an election that conforms to
the requirements of this Section 3.1, on a form provided by the Committee, no
later than the last day of his or her Initial Election Period.

       (b)    General Rule.  Subject to the limitations set forth in
paragraph (c) below, the amount of Compensation which an Eligible Employee
may elect to defer is as follows:

              (1)    Any percentage of Salary up to 50%; and/or

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

provided, however, that no election shall be effective to reduce the
Compensation payable 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 for such calendar year for purposes of income tax and
employment tax (including Federal Insurance Contributions Act (FICA) tax)
withholding.

       (c)    Minimum Deferrals.  For each of the first four Plan Years
during which the Eligible Employee is a Participant, the minimum percentage
which may be elected under paragraph (b)(1) of this Section 3.1 is 5%.  This
5% minimum deferral for any Plan Year may be reduced to a lesser percentage
(but not below zero percent) if the Participant deferred any portion of his
or her Bonus paid in the preceding Plan Year.  The amount of such reduction
shall be the number of percentage points determined by (1) dividing the
amount of the Bonus deferred in such preceding Plan Year by the amount of the
Participant's annual Salary at the beginning of the Plan Year to which the
minimum deferral applies and (2) multiplying by 100.

       (d)    Effect of Initial Election.  An election to defer Compensation
during an Initial Election Period shall be effective with respect to Salary
earned during the first pay period beginning after the Initial Election
Period and to the Bonus payable for services performed during the Plan Year
following the Plan Year in which the election is made.  Notwithstanding the
foregoing, for the first Plan Year only, an election made during the Initial
Election Period to defer a Bonus shall apply to the Bonus payable for
services performed during the calendar year ending December 31, 1994.

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<PAGE>

       (e)    Duration of Salary Deferral Election.  Any Salary deferral
election made under paragraph (a) or paragraph (g) of this Section 3.1 shall
remain in effect, notwithstanding any change in the Participant's Salary,
until changed or terminated in accordance with the terms of this paragraph
(e); provided, however, that such election shall terminate for any Plan Year
for which the Participant is not an Eligible Employee.  Subject to the
minimum deferral requirement of Section 3.1(c) and the limitations of Section
3.1(b), a Participant may increase, decrease or terminate his or her Salary
deferral election, effective for Salary earned during pay periods beginning
after any January 1, by filing a new election, in accordance with the terms
of this Section 3.1, with the Committee on or before the preceding December 1.

       (f)    Duration of Bonus Deferral Election.  Any Bonus deferral
election made under paragraph (a) or paragraph (g) of this Section 3.1 shall
be irrevocable and shall apply only to the Bonus payable with respect to
services performed during the Plan Year for which the election is made.  For
each subsequent Plan Year, an Eligible Employee may make a new election,
subject to the limitations set forth in Section 3.1, to defer a percentage of
his or her Bonus.  Such election shall be on forms provided by the Committee
and shall be made before December 1 of the Plan Year for which the election
is to apply.

       (g)    Elections other than Elections during the Initial Election
Period. Subject to the limitations of paragraph (c) above, any Eligible
Employee who fails to elect to defer compensation during his or her Initial
Election Period may subsequently become a Participant, and any Eligible
Employee who has terminated a prior Salary deferral election may elect to
again defer Salary, by filing an election, on a form provided by the
Committee, to defer Compensation as described in paragraph (b) above.  An
election to defer Salary must be filed on or before December 1 and will be
effective for Salary earned during pay periods beginning after the following
January 1.  An election to defer Bonus for a Plan Year must be filed before
the December 1 preceding such Plan Year.

3.2    INVESTMENT ELECTIONS.

       (a)    At the time of making the deferral elections described in
Section 3.1, the Participant shall designate, on a form provided by the
Committee, which of the following types of mutual funds or contracts the
Participant's Account will be deemed to be invested in for purposes of
determining the amount of earnings to be credited to that Account:

              (1)    Emerging Growth Equity Fund;
              (2)    Balanced Assets Fund;
              (3)    Common Stock Fund;
              (4)    Real Estate Securities Fund;
              (5)    Capital Growth Bond Fund; or
              (6)    Money Market Fund.

In making the designation pursuant to this Section 3.2, the Participant may
specify that all or any 10% multiple of his Deferral Account be deemed to be
invested in one or more of the types of mutual funds or contracts listed
above. Effective as of the end of any calendar quarter, a Participant may
change the designation made under this Section 3.2 by filing an election, on
a form provided by the Committee, at least 30 days prior to the end of such
quarter. If a Participant fails to elect a type of fund under this Section
3.2, he or she shall be deemed to have elected the Money Market Fund.

       (b)    Although the Participant may designate the type of mutual funds
or contracts in paragraph (a) above, the Committee shall select from time to
time, in its sole discretion, a commercially

                                       4
<PAGE>

available fund or contract of each of the types described in paragraph (a)
above to be the Funds.  The Interest Rate of each such commercially available
fund or contract shall be used to determine the amount of earnings to be
credited to Participants' Accounts under Article IV.


                                     ARTICLE IV
                                  DEFERRAL ACCOUNT

4.1    DEFERRAL ACCOUNT.

       The Committee shall establish and maintain a Deferral Account for each
Participant under the Plan.  Each Participant's Deferral Account shall be
further divided into separate subaccounts ("mutual fund subaccounts"), each
of which corresponds to a mutual fund or contract elected by the Participant
pursuant to Section 3.2(a).  A Participant's Deferral Account shall be
credited as follows:

       (a)    As of the last day of each month, the Committee shall credit
the mutual fund subaccounts of the Participant's Deferral Account with an
amount equal to Salary deferred by the Participant during each pay period
ending in that month 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
type of mutual fund shall be credited to the mutual fund subaccount
corresponding to that mutual fund;

       (b)    As of the last day of the month in which the Bonus or partial
Bonus would otherwise have been paid, the Committee shall credit the mutual
fund subaccounts of the Participant's Deferral Account with an amount equal
to the portion of the Bonus deferred by 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 particular type
of mutual fund shall be credited to the mutual fund subaccount corresponding
to that mutual fund; and

       (c)    As of the last day of each month, each mutual fund subaccount
of a Participant's Deferral Account shall be credited with earnings in an
amount equal to that determined by multiplying the balance credited to such
mutual fund subaccount as of the last day of the preceding month by the
Interest Rate for the corresponding Fund selected by the Bank pursuant to
Section 3.2(b).


                                     ARTICLE V
                                      VESTING

5.1    DEFERRAL ACCOUNT.

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

                                       5
<PAGE>

                                     ARTICLE VI
                                   DISTRIBUTIONS

6.1    AMOUNT AND TIME OF DISTRIBUTION.

       Each Participant (or, in the case of his or her death, Beneficiary)
shall be entitled to receive a distribution of benefits under this Plan as
soon as practicable following his or her Payment Eligibility Date.  The
amount payable to the Participant shall be the amount credited to his or her
Deferral Account as of his or her Payment Eligibility Date.

6.2    FORM OF DISTRIBUTION.

       The form of the distribution of benefits to a Participant (or his or
her Beneficiary) shall be a cash lump sum payment.

6.3    ELECTION TO RECEIVE PERIODIC INSTALLMENTS.

       Notwithstanding the provisions of Sections 6.1 and 6.2 of this Plan,
any participant may at any time make an irrevocable election, on a form
supplied by the Committee, to have his or her benefits paid in ten
substantially equal annual installments beginning on the Participant's
Payment Eligibility Date and continuing on or about January 1 of each
subsequent year; provided however, that such election shall not be effective
until the second anniversary of the date it is filed with the Committee.
Following the commencement of any installment distribution, the undistributed
amounts credited to the Participant's Account shall be credited quarterly
with interest at a rate equal to the mid-term applicable federal rate (for
quarterly compounding) published by the Internal Revenue Service pursuant to
Section 1274(d) of the Code for the month in which the Participant's
employment is terminated.


                                    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:

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

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<PAGE>

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

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

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

              (5)    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;

              (6)    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

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

7.3    CONSTRUCTION AND INTERPRETATION.

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

7.4    INFORMATION.

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

7.5    COMPENSATION, EXPENSES AND INDEMNITY.

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

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

       (c)    To the extent permitted by applicable state law, the Bank shall
indemnify and save harmless the Committee and each member thereof, the Board
of Directors and any delegate of the Committee who is an employee 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.  The 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 on a quarterly
basis as of each March 31, June 30, September 30 and December 31 of each Plan
Year.

                                       7
<PAGE>

                                    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.  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.

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, 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 all
taxes which are required to be withheld by the Bank in respect to such
payment.  The Bank shall have the right to reduce any payment by the amount
of cash sufficient to provide the amount of said taxes.

8.4    AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION.

       The Bank may amend, modify, suspend or terminate the Plan in whole or
in part, except that no amendment, modification, suspension or termination
shall have any retroactive effect to reduce any amounts allocated to a
Participant's Account.  In the event that this Plan is terminated, the
distribution of the amounts credited to a Participant's Deferral Account
shall not be accelerated but shall be paid at such time and in such manner
determined under the terms of the Plan immediately prior to termination as if
the Plan had not been terminated.

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

                                       8
<PAGE>

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.

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 therefore,
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.


                                     ARTICLE IX
                                   BENEFIT OFFSET

9.1    OFFSET FOR CERTAIN BENEFITS PAYABLE UNDER SPLIT-DOLLAR LIFE INSURANCE
POLICIES.

       (a)    Notwithstanding anything contained herein to the contrary, any
benefits payable under this Plan shall be offset by the value of benefits
received by the Participants under certain life insurance policies as set
forth in this Section.  Participants in this Plan may own life insurance
policies (the "Policies") purchased on their behalf by the Company.  The
exercise of ownership rights under these Policies by each Participant is,
however, subject to certain conditions (set forth in a "Split-Dollar Life
Insurance Agreement" between each Participant and the Company, pursuant to
which the Company holds a security interest on the Policy) and, if the
Participant fails to meet the conditions set forth in the Split-Dollar Life
Insurance Agreement, the Company may exercise its security interest in the
Policy and cause the Participant to lose certain benefits under the Policy.
In the event that a Participant satisfies the conditions specified in Section
4 or 5 of the Split-Dollar Life Insurance Agreement, so that the Participant
or his or her beneficiary under the Policy becomes entitled to exercise
rights free from the Company's security interest under one of those sections,
the value of those benefits shall constitute an offset to any benefits
otherwise payable under this Plan which accrued in years in which premiums
were paid on the Policy.  As the case may be, this offset (the "Offset
Value") shall be equal to the value of benefits payable under the
Split-Dollar Life Insurance Agreement, that is, the cash surrender value of
the Policy or, in the case of Participant's death, the death benefit payable
to the beneficiary under the Policy.  The Offset Value shall then be compared
to the Participant's Account, and the amounts credited to the Account shall
be reduced, but not to less than zero, by the Offset Value; provided,
however, that any portion of the Account which is attributable to
compensation deferred during Plan Years in which the Company did not pay
premiums on the Policy shall not be reduced by the Offset Value, and the
Committee shall maintain subaccounts of a Participant's Account to the extent
necessary to determine the portion of the Account which is subject to offset
and the portion which is not subject to offset.

       (b)    If the Policy in subsection (a) is not on the life of the
Participant and the insured dies prior to distribution of benefits under this
Plan, then the value of the benefits received by the participant under the
Policy will offset the Participant's Account under this Plan to the extent
described herein.  This offset ("Offset Value") shall be equal to the amount
of death benefit payable to the Participant

                                       9
<PAGE>

divided by the Tax Adjustment Factor. This Offset Value shall then be
compared to the Participant's Account, and the amounts credited to the
Account shall be reduced, but not to be less than zero, by the Offset Value;
provided, however, that any portion of the Account which is attributable to
compensation deferred during Plan Years in which the Company did not pay
premiums on the Policy shall not be reduced by the Offset Value.

       (c)    The reduction described in Section 9.1(a) or 9.1(b) shall be
made as of the date on which the Participant or his or her beneficiary
becomes entitled to exercise rights under the Policy free of the Company's
security interest.

       (d)    In the event of an offset as described in this Section 9, any
election to receive distribution of the amount credited to a Participant's
Account in the form of installments shall be deemed to be revoked, and any
benefits which are or become payable under this Plan after such offset shall
be paid in a lump sum on the Participant's Payment Eligibility Date.

       IN WITNESS WHEREOF, the Bank has caused this document to be executed
by its duly authorized officer on this 4th day of October, 1994.


                                          CITY NATIONAL BANK


                                          By:    \s\  Marge Luttenbacher
                                          Title: Executive Vice President-
                                                 Human Resources





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