Use these links to rapidly review the documentTABLE OF CONTENTS PART IV



UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549



FORM 10-K

(Mark One)ý

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2009ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
from                                    to


Commission file number 1-10521



CITY NATIONAL CORPORATION(Exact name of registrant as specified in its charter)



Delaware(State of incorporation)

95-2568550(I.R.S. Employer Identification No.)City National Plaza
555 South Flower Street,
Los Angeles, California, 90071(Address of principal executive offices) (Zip Code)Registrant's telephone number, including area code (213) 673-7700




Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Name of each exchange on which
registeredCommon Stock, $1.00 par value

New York Stock Exchange


No securities are registered pursuant to Section 12(g) of the Act



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes ý    No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange
Act. Yes o    No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ý    No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Date File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes o    No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý

Accelerated filer o

Non-accelerated filer o (Do not check if a
smaller reporting company)

Smaller reporting company o


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes o    No ý

As of June 30, 2009, the aggregate market value of the registrant's common stock ("Common Stock") held by non-affiliates of the registrant was
approximately $1,599,420,719 based on the June 30, 2009 closing sale price of Common Stock of $36.83 per share as reported on the New York Stock Exchange.

As
of January 29, 2010, there were 51,569,429 shares of Common Stock outstanding.

Documents Incorporated by Reference

The information required to be disclosed pursuant to Part III of this report either shall be (i) deemed to be incorporated by reference from selected
portions of City National Corporation's definitive proxy statement for the 2010 annual meeting of stockholders, if such proxy statement is filed with the Securities and Exchange Commission pursuant to
Regulation 14A not later than 120 days after the end of the Corporation's most recently completed fiscal year, or (ii) included in an amendment to this report filed with the
Commission on Form 10-K/A not later than the end of such 120 day period.



---





Table of Contents



TABLE OF CONTENTS



PART IItem 1.

Business


2Item 1A.

Risk Factors


16Item 1B.

Unresolved Staff Comments


21Item 2.

Properties


21Item 3.

Legal Proceedings


21Item 4.

Reserved


21PART IIItem 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities


22Item 6.

Selected Financial Data


22Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations


22Item 7A.

Quantitative and Qualitative Disclosures about Market Risk


22Item 8.

Financial Statements and Supplementary Data


23Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure


23Item 9A.

Controls and Procedures


23Item 9B.

Other Information


23PART IIIItem 10.

Directors and Officers of the Registrant


24Item 11.

Executive Compensation


24Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters


24Item 13.

Certain Relationships and Related Transactions


25Item 14.

Principal Accountant Fees and Services


25PART IVItem 15.

Exhibits and Financial Statement Schedules


26


1

---





Table of Contents

PART I

Item 1.    Business

General

City National Corporation (the "Corporation"), a Delaware corporation organized in 1968, is a bank holding company and a financial
holding company under the Gramm-Leach-Bliley Financial Modernization Act of 1999 (the "GLB Act"). The Corporation provides a wide range of banking, investing and trust services to its clients through
its wholly-owned banking subsidiary, City National Bank (the "Bank" and together with the Corporation, its subsidiaries and its asset management affiliates the "Company"). The Bank, which has
conducted business since 1954, is a national banking association headquartered in Los Angeles, California and operating through 72 offices, including 16 full-service regional centers, in
Southern California, the San Francisco Bay area, Nevada and New York City. In July 2009, the Company announced that City National Plaza in downtown Los Angeles was designated as the headquarters for
both the Corporation and the Bank. Its previous headquarters was in Beverly Hills, California. As of December 31, 2009, the Corporation had seven consolidated asset management affiliates in
which it held a majority ownership interest and a noncontrolling interest in two other asset management firms. At December 31, 2009, the Company had consolidated total assets of
$21.08 billion, loan balances of $14.00 billion, and assets under management or administration (excluding the two unconsolidated asset managers) of $55.12 billion. The Company
focuses on providing affluent individuals and entrepreneurs, their businesses and their families with complete financial solutions. The organization's mission is to provide this banking and financial
experience through an uncommon dedication to extraordinary service, proactive advice and total financial solutions.

On
February 28, 2007, the Company completed the acquisition of Business Bank Corporation ("BBC"), the parent of Business Bank of Nevada ("BBNV") and an unconsolidated subsidiary,
Business Bancorp Capital Trust I, in a cash and stock transaction valued at $167 million. BBNV operated as a wholly owned subsidiary of City National Corporation until after the close of
business on April 30, 2007, at which time it was merged into the Bank.

On
May 1, 2007, the Corporation completed the acquisition of Lydian Wealth Management in an all-cash transaction. The wealth and investment advisory firm is
headquartered in Rockville, Maryland and manages or advises on client assets totaling $13.53 billion as of December 31, 2009. Lydian Wealth Management changed its name to Convergent
Wealth Advisors ("Convergent Wealth") and became a subsidiary of Convergent Capital Management LLC, the Chicago-based asset management holding company that the Company acquired in 2003.

On
July 21, 2009, the Company acquired an approximate 57 percent majority interest in Lee Munder Capital Group, LLC ("LMCG"), a Boston-based investment firm that
manages assets for corporations, pensions, endowments and affluent households. LMCG had approximately $3.4 billion of assets under management at the date of acquisition. LMCG was merged with
Independence Investments, a Boston-based institutional asset management firm in which the Company held a majority interest. The combined entity is the Company's primary institutional asset management
affiliate, with more than $4 billion of assets under management at acquisition date. It is operated under the Lee Munder Capital Group name and as an affiliate of Convergent Capital
Management LLC.

On
December 18, 2009, the Company acquired the banking operations of Imperial Capital Bank ("ICB") in a purchase and assumption agreement with the Federal Deposit Insurance
Corporation ("FDIC"). Excluding the effects of acquisition accounting adjustments, the Company acquired approximately $3.26 billion in assets, $2.38 billion in loans and
$2.08 billion in deposits. In connection with the acquisition, the Company entered into a loss sharing agreement with the FDIC with respect to

2

---



Table of Contents

acquired
loans ("covered loans") and other real estate owned ("covered other real estate owned" or "covered OREO") (collectively, "covered assets").

Refer
to the "Management's Discussion and Analysis" section of this report for further details regarding these acquisitions.

On
November 21, 2008, the Corporation entered into a letter agreement with the United States Department of the Treasury ("Treasury") pursuant to which the Corporation agreed to
issue and sell 400,000 shares of the Corporation's Fixed Rate Cumulative Perpetual Preferred Stock, Series B, par value $1.00 per share ("Series B Preferred Stock") and a warrant to
purchase 1,128,668 shares of the Corporation's common stock, par value $1.00 per share, at an exercise price of $53.16 per share, for an aggregate purchase price of $400 million in cash. On
December 30, 2009, the Corporation repurchased $200 million or 200,000 shares of the Series B Preferred Stock that it had originally sold to Treasury. Subject to regulatory
approval, in 2010, the Corporation intends to repurchase the remaining $200 million of Series B Preferred Stock sold to Treasury. See below under "Supervision and Regulation" and
"Management's Discussion and Analysis" for further details regarding this investment.

The
Company has three reportable segments, Commercial and Private Banking, Wealth Management, and Other. All investment advisory affiliates and the Bank's Wealth Management Services are
included in the Wealth Management segment. All other subsidiaries, the unallocated portion of corporate departments and inter-segment eliminations are included in the Other segment. Information about
the Company's segments is provided in Note 22 of the Notes to Consolidated Financial Statements beginning on page A-72 of this report as well as in the "Management's
Discussion and Analysis" beginning on page 38 of this report. In addition, the following information is provided to assist the reader in understanding the Company's business segments:

The
Bank's principal client base consists of small to mid-sized businesses, entrepreneurs, professionals, and affluent individuals. The Bank serves its clients through
relationship banking. The Bank's value proposition is to provide the ultimate banking experience through depth of expertise, breadth of resources, focus and location, dedication to complete solutions,
a relationship banking model and an integrated team approach. Through the use of private and commercial banking teams, product specialists and investment advisors, the Bank facilitates the use by the
client, where appropriate, of multiple services and products offered by the Company. The Company offers a broad range of lending, deposit, cash management, international banking, equipment financing,
and other products and services.
The Company also lends, invests, and provides services in accordance with its Community Reinvestment Act ("CRA") commitments.

The
Bank's wealth management division and the Corporation's asset management subsidiaries make available the following investment advisory and wealth management resources and expertise
to the Company's clients:



The
Bank also advises and makes available mutual funds under the name of CNI Charter Funds. The Corporation's asset management subsidiaries and the Bank's wealth management division
provide both proprietary and nonproprietary products to offer a full spectrum of asset classes and investment styles, including fixed-income instruments, mutual funds, domestic and international
equities and alternative investments, such as hedge funds. Investment services are provided to institutional as well as individual clients.

3

---



Table of Contents

At
December 31, 2009, the Company had 3,017 full-time equivalent employees (including ICB employees).

Competition

There is significant competition among commercial banks and other financial institutions in the Company's market areas. California, New
York and Nevada are highly competitive environments for banking and other financial organizations providing private and business banking and wealth management services. The Bank faces competitive
credit and pricing pressure as it competes with other banks and financial organizations. The Company's performance is also significantly influenced by California's economy. As a result of the GLB Act,
the Company also competes with other providers of financial services such as money market mutual funds, securities firms, credit unions, insurance companies and other financial services companies.
Furthermore, interstate banking legislation has promoted more intense competition by eroding the geographic constraints on the financial services industry.

Our
ability to compete effectively is due to our provision of personalized services resulting from management's knowledge and awareness of its clients' needs and its market areas. We
believe this relationship banking approach and knowledge provide a business advantage in providing high client satisfaction and serving the small to mid-sized businesses, entrepreneurs,
professionals and other affluent individuals that comprise the Company's client base. Our ability to compete also depends on our ability to continue to attract and retain our senior management and
other key colleagues. Further, our ability to compete depends in part on our ability to continue to develop and market new and innovative products and services and to adopt or develop new technologies
that differentiate our products and services.

Economic Conditions, Government Policies, Legislation, and Regulation

The Company's earnings and profitability, like most financial institutions, are highly sensitive to general business and economic
conditions. These conditions include the yield curve, inflation, available money supply, the value of the U.S. dollar as compared to foreign currencies, fluctuations in both debt and equity markets,
and the strength of the U.S. economy and the local economies in which we conduct business. The Company's financial performance generally, and in particular the ability of borrowers to pay interest on
and repay principal of outstanding loans and the value of collateral securing those loans, is highly dependent upon the business environment in the States of California, Nevada, and New York and in
the United States as a whole. The Company is subject to the effects of the economic downturn which has affected the market in the last year. Since mid-2007 and through the first quarter of
2009, the financial services industry and the securities markets generally were materially and adversely affected by significant declines in the values of nearly all asset classes and a serious lack
of liquidity. This was initially triggered by declines in home prices and the values of subprime mortgages, but spread to nearly all asset classes, including mortgages and real estate asset classes,
leveraged bank loans and equities. A continued decline in commercial real estate and home values in the Company's markets could have a further negative effect on the results of operations.

In
general, the difference between the interest rates paid by the Bank on interest-bearing liabilities, such as deposits and other borrowings, and the interest rates received by the Bank
on its interest-earning assets, such as loans extended to its clients and securities held in its investment portfolio, comprise the major portion of the Company's earnings. These rates are highly
sensitive to many factors that are beyond the Company's control, such as inflation, recession, and unemployment. Energy and commodity prices and the value of the dollar are additional primary sources
of risk and volatility. The impact that future changes in domestic and foreign economic conditions might have on the Company cannot be predicted. See Item 1ARisk Factors.

4

---



Table of Contents

The
Company's business and earnings are affected by the monetary and fiscal policies of the federal government and its agencies, particularly the Board of Governors of the Federal
Reserve System (the "Federal Reserve"). The Federal Reserve regulates the supply of money and credit in the United States. Among the instruments of monetary policy available to the Federal Reserve are
its open-market operations in U.S. Government securities, including adjusting the required level of reserves for depository institutions subject to its reserve requirements, and varying
the target federal funds and discount rates applicable to borrowings by depository institutions. The actions of the Federal Reserve in these areas influence the growth of bank loans, investments, and
deposits and also affect interest rates earned on interest-earning assets and paid on interest-bearing liabilities. Changes in the policies of the Federal Reserve may have an effect on the Company's
business, results of operations and financial condition.

Proposals
to change the laws and regulations governing the operations and taxation of banks, bank holding companies, and other financial institutions and financial services providers are
frequently introduced in the U.S. Congress, in the state legislatures, and before various regulatory agencies. The likelihood and timing of any proposals or legislation and the impact they may have on
the Company cannot be determined at this time.

Supervision and Regulation

General

The Corporation, the Bank and the Corporation's non-banking subsidiaries are subject to extensive regulation under both
federal and state law. This regulation is intended primarily for the protection of depositors, the deposit insurance fund, and the banking system as a whole, and not for the protection of shareholders
of the Corporation. Set forth below is a summary description of the significant laws and regulations applicable to the Corporation and the Bank. The description is qualified in its entirety by
reference to the applicable laws and regulations.

Regulatory Agencies

The Corporation is a legal entity separate and distinct from the Bank and its other subsidiaries. As a financial holding company and a
bank holding company, the Corporation is regulated under the Bank Holding Company Act of 1956 (the "BHC Act"), and is subject to supervision, regulation and inspection by the Federal Reserve. The
Corporation is also under the jurisdiction of the Securities and Exchange Commission ("SEC") and is subject to the disclosure and regulatory requirements of the Securities Act of 1933 and the
Securities Exchange Act of 1934, each administered by the SEC. The Corporation is listed on the New York Stock Exchange ("NYSE") under the trading symbol "CYN" and is subject to the rules of the NYSE
for listed companies.

The
Bank, as a national banking association, is subject to broad federal regulation and oversight extending to all its operations by the Office of the Comptroller of the Currency
("OCC"), its primary regulator, and also by the Federal Reserve and the Federal Deposit Insurance Corporation.

The
Corporation's non-bank subsidiaries are also subject to regulation by the Federal Reserve and other federal and state agencies, including for those non-bank
subsidiaries that are investment advisors, the SEC under the Investment Advisors Act of 1940. City National Securities, Inc. ("CNS") is regulated by the SEC, the Financial Industry Regulatory
Authority ("FINRA") and state securities regulators.

On
November 21, 2008, as part of the Troubled Asset Relief Program's ("TARP") Capital Purchase Program ("CPP"), the Corporation entered into a Letter Agreement and Securities
Purchase Agreement (collectively, the "Purchase Agreement") with Treasury, pursuant to which the Corporation sold (i) 400,000 shares of the Corporation's Fixed Rate Cumulative Perpetual
Preferred Stock, Series B (the "Series B Preferred Stock") and (ii) a warrant (the "Warrant") to purchase 1,128,668 shares of the

5

---



Table of Contents

Corporation's
common stock (the "Common Stock"), par value $1.00 per share, at an exercise price of $53.16 per share, for an aggregate purchase price of $400 million in cash. On
December 30, 2009, the Corporation repurchased $200 million or 200,000 shares of the Series B Preferred Stock that it had originally sold to Treasury. Subject to regulatory
approval, in 2010, the Corporation intends to repurchase the remaining $200 million of Series B Preferred Stock sold to Treasury. Treasury has certain supervisory and oversight duties
and responsibilities under the Emergency Economic Stabilization Act of 2008 ("EESA") and the CPP and pursuant to the Purchase Agreement, Treasury is empowered to unilaterally amend any provision of
the Purchase Agreement to the extent required to comply with any changes in applicable federal statutes. The Special Inspector General for the TARP was established pursuant to EESA and has the duty,
among other things, to conduct, supervise, and coordinate audits and investigations of the purchase, management and sale of assets by the Treasury under TARP and the CPP, including the shares of
non-voting preferred shares purchased from the Corporation. See below underLegislative and Regulatory Initiatives to Address Financial and Economic
Crisis.

The Corporation

The Corporation is a bank holding company and a financial holding company. In general, the BHC Act limits the business of bank holding
companies to banking, managing or controlling banks and other activities that the Federal Reserve has determined to be so closely related to banking as to be a proper incident thereto. As a result of
the GLB Act, which amended the BHC Act, bank holding companies that are financial holding companies may engage in any activity, or acquire and retain the shares of a company engaged in any activity,
that is either (i) financial in nature or incidental to such financial activity (as determined by the Federal Reserve in consultation with the OCC) or (ii) complementary to a financial
activity, and that does not pose a substantial risk to the safety and soundness of depository institutions or the financial system generally (as determined solely by the Federal Reserve). Activities
that are financial in nature include securities underwriting and dealing, insurance underwriting and agency, and making merchant banking investments.

If
a bank holding company seeks to engage in the broader range of activities that are permitted under the BHC Act for financial holding companies, (i) all of its depository
institution subsidiaries must be "well capitalized" and "well managed" and (ii) it must file a declaration with the Federal Reserve that it elects to be a financial holding company. A
depository institution subsidiary is considered to be "well capitalized" if it satisfies the requirements for this status discussed in the section captioned "Capital Adequacy and Prompt Corrective
Action," included elsewhere in this item. A depository institution
subsidiary is considered "well managed" if it received a composite rating and management rating of at least "satisfactory" in its most recent examination. In addition, the subsidiary depository
institution must have received a rating of at least "satisfactory" in its most recent examination under the Community Reinvestment Act. (See the section captioned "Community Reinvestment Act" included
elsewhere in this item.)

Financial
holding companies that do not continue to meet all of the requirements for such status will, depending on which requirement they fail to meet, face not being able to undertake
new activities or acquisitions that are financial in nature, or losing their ability to continue those activities that are not generally permissible for bank holding companies. In addition, failure to
satisfy conditions prescribed by the Federal Reserve to comply with any such requirements could result in orders to divest banking subsidiaries or to cease engaging in activities other than those
closely related to banking under the BHC Act.

The
BHC Act, the Federal Bank Merger Act, and other federal and state statutes regulate acquisitions of commercial banks. The BHC Act requires the prior approval of the Federal Reserve
for the direct or indirect acquisition of control of a commercial bank or its parent holding company, whether by (i) the acquisition of 25 percent or more of any class of voting
securities; (ii) controlling the

6

---



Table of Contents

election
of a majority of the directors; or (iii) the exercise of a controlling influence over the management or policies of the banking organization, which can include the acquisition of as
little as 5 percent of any class of voting securities together with other factors. Under the Federal Bank Merger Act, the prior approval of the OCC is required for a national bank to merge with
another bank or purchase the assets or assume the deposits of another bank. In reviewing applications seeking approval of merger and acquisition transactions, the bank regulatory authorities will
consider, among other things, the competitive effect and public benefits of the transactions, the capital position of the combined organization, the applicant's performance record under the Community
Reinvestment Act (see the section captioned "Community Reinvestment Act" included elsewhere in this item), fair housing laws and the effectiveness of the subject organizations in combating money
laundering activities.

Source of Strength Doctrine

Federal Reserve policy requires a bank holding company to serve as a source of financial and managerial strength to its subsidiary
banks and does not permit a bank holding company to conduct its operations in an unsafe or unsound manner. Under this "source of strength doctrine," a bank holding company is expected to stand ready
to use its available resources to provide adequate capital funds to its subsidiary banks during periods of financial stress or adversity, and to maintain resources and the capacity to raise capital
that it can commit to its subsidiary banks. Any capital loans by a bank holding company to any of its subsidiary banks are subordinate in right of
payment of deposits and to certain other indebtedness of such subsidiary banks. The BHC Act provides that, in the event of a bank holding company's bankruptcy, any commitment by the bank holding
company to a federal bank regulatory agency to maintain the capital of a subsidiary bank will be assumed by the bankruptcy trustee and entitled to priority of payment. In addition, under the National
Bank Act, if the capital stock of the Bank is impaired by losses or otherwise, the OCC is authorized to require payment of the deficiency by assessment upon the Corporation. If the assessment is not
paid within three months, the OCC could order a sale of the Bank stock held by the Corporation to make good the deficiency. Furthermore, the Federal Reserve has the right to order a bank holding
company to terminate any activity that the Federal Reserve believes is a serious risk to the financial safety, soundness or stability of any subsidiary bank.

The Bank

The OCC has extensive examination, supervision and enforcement authority over all national banks, including the Bank. If, as a result
of an examination of a bank, the OCC determines that the financial condition, capital resources, asset quality, earnings prospects, management, liquidity, or other aspects of the bank's operations are
unsatisfactory or that the bank or its management is violating or has violated any law or regulation, various remedies are available to the OCC. These remedies include the power to enjoin "unsafe or
unsound" practices, to require affirmative action to correct any conditions resulting from any violation or practice, to issue an administrative order that can be judicially enforced, to direct an
increase in capital, to restrict the growth of the Bank, to assess civil monetary penalties, to remove officers and directors, and ultimately to terminate the Bank's deposit insurance.

The
OCC, as well as other federal banking agencies, has adopted regulations and guidelines establishing safety and soundness standards, including but not limited to such matters as loan
underwriting and documentation, risk management, internal controls and audit systems, interest rate risk exposure, asset quality and earnings and compensation and other employee benefits.

Various
other requirements and restrictions under the laws of the United States affect the operations of the Bank. Statutes and regulations relate to many aspects of the Bank's
operations, including reserves against deposits, ownership of deposit accounts, interest rates payable on deposits,

7

---



Table of Contents

loans,
investments, mergers and acquisitions, borrowings, dividends, locations of branch offices, and capital requirements.

Legislative and Regulatory Initiatives to Address Financial and Economic Crisis

The Congress, Treasury and the federal banking regulators, including the FDIC, have taken broad action since early September 2008 to
address volatility in the U.S. financial system.

In
October 2008, EESA was enacted. EESA authorizes Treasury to purchase from financial institutions and their holding companies up to $700 billion in mortgage loans,
mortgage-related securities and certain other financial instruments, including debt and equity securities issued by financial institutions and their holding companies under TARP. The purpose of TARP
was to restore confidence and stability to the U.S. banking system and to encourage financial institutions to increase their lending to customers and to each other. Treasury allocated
$250 billion towards the TARP's CPP. Under the CPP, Treasury purchased debt or equity securities from participating institutions. The TARP also included direct purchases or guarantees of
troubled assets of financial institutions. Participants in the CPP are subject to executive compensation limits and are encouraged to expand their lending and mortgage loan modifications. The American
Recovery and Reinvestment Act of 2009 ("ARRA"), enacted on February 17, 2009, further modified TARP and the CPP and imposed additional compensation restrictions and corporate governance
standards on companies participating in the TARP CPP, including pursuant to the TARP Standards Compensation and Corporate Governance issued effective June 15, 2009 ("TARP Standards"). The TARP
Standards limit the payment or accrual of any bonus, incentive compensation, or retention award to certain covered employees subject to specified exclusions. The TARP Standards also include limits on
compensation that exclude incentives to take unnecessary and excessive risks that threaten the value of the participant while any assistance remains outstanding and provision for recovery by the
participant of any bonus, retention award or incentive compensation paid to any senior executive officer and up to the 20 next mostly highly compensated employees of the participant based on
statements of earnings, revenues, gains or other criteria that are later found to be materially inaccurate. The board of directors of any TARP participant must adopt policies on excessive or luxury
expenditures, as identified by the Secretary. TARP participants are required to annually allow shareholders to have a separate non-binding vote on executive compensation while a TARP
investment is outstanding. These TARP restrictions in ARRA continue to apply to the Company until it repays its remaining TARP preferred shares.

On
November 21, 2008, as part of the TARP CPP, the Corporation entered into the Purchase Agreement with Treasury, pursuant to which the Corporation sold the Series B
Preferred Stock and the Warrant to purchase 1,128,668 shares of the Common Stock for an aggregate purchase price of $400 million in cash. The Series B Preferred Stock qualifies as
Tier 1 capital and pays cumulative dividends at a rate of 5% per annum for the first five years, and 9% per annum thereafter. The effective pre-tax cost to the Company for
participating in the TARP CPP is approximately 9.5 percent, consisting of 8.6 percent for dividends and 0.9 percent for the accretion on preferred stock, and is based on the
statutory tax rate. The Warrant has a 10-year term and is immediately exercisable upon its issuance, with an exercise price, subject to anti-dilution adjustments, equal to
$53.16 per share of the common stock. On December 30, 2009, the Company repurchased $200 million, or 50 percent, of the TARP preferred shares that it had sold to Treasury. The
Company intends to repurchase the remaining $200 million of TARP preferred shares in 2010, subject to regulatory approval. Under ARRA, Treasury, after consultation
with the appropriate federal banking agency shall permit any recipient of funds under the TARP to repay such funds without regard to the source of the funds or any waiting period and when such
assistance has been repaid, the Secretary shall liquidate any associated warrants at the current market value.

8

---



Table of Contents

Anti-Money Laundering and OFAC Regulation

A major focus of governmental policy on financial institutions in recent years has been aimed at combating money laundering and
terrorist financing. The Bank Secrecy Act of 1970 ("BSA") and subsequent laws and regulations require the Bank to take steps to prevent the use of the Bank or its systems from facilitating the flow of
illegal or illicit money and to file suspicious activity reports. Those requirements include ensuring effective Board and management oversight, establishing policies and procedures, developing
effective monitoring and reporting capabilities, ensuring adequate training and establishing a comprehensive internal audit of BSA compliance activities. The USA Patriot Act of 2001 ("Patriot Act")
significantly expanded the anti-money laundering ("AML") and financial transparency laws and regulations by imposing significant new compliance and due diligence
obligations, creating new crimes and penalties and expanding the extra-territorial jurisdiction of the United States. Regulations promulgated under the Patriot Act impose various requirements on
financial institutions, such as standards for verifying client identification at account opening and maintaining expanded records (including "Know Your Customer" and "Enhanced Due Diligence"
practices) and other obligations to maintain appropriate policies, procedures and controls to aid the process of preventing, detecting, and reporting money laundering and terrorist financing. The
Patriot Act also applies BSA procedures to broker-dealers. An institution subject to the Patriot Act must provide AML training to employees, designate an AML compliance officer and annually audit the
AML program to assess its effectiveness. The OCC continues to issue regulations and new guidance with respect to the application and requirements of BSA and AML. The United States has imposed economic
sanctions that affect transactions with designated foreign countries, nationals and others. Based on their administration by Treasury's Office of Foreign Assets Control ("OFAC"), these are typically
known as the "OFAC" rules. The OFAC-administered sanctions targeting countries take many different forms. Generally, however, they contain one or more of the following elements:
(i) restrictions on trade with or investment in a sanctioned country, including prohibitions against direct or indirect imports from and exports to a sanctioned country and prohibitions on
"U.S. persons" engaging in financial transactions relating to making investments in, or providing investment-related advice or assistance to, a sanctioned country; and (ii) a blocking of assets
in which the government or specially designated nationals of the sanctioned country have an interest, by prohibiting transfers of property subject to U.S. jurisdiction (including property in the
possession or control of U.S. persons). Blocked assets (e.g., property and bank deposits) cannot be paid out, withdrawn, set off or transferred in any manner without a license from OFAC.

Failure
of a financial institution to maintain and implement adequate BSA, AML and OFAC programs, or to comply with all of the relevant laws or regulations, could have serious legal and
reputational consequences for the institution.

Dividends and Other Transfers of Funds

The Corporation is a legal entity separate and distinct from the Bank. Dividends from the Bank constitute the principal source of cash
revenues to the Corporation. The Bank is subject to various statutory and regulatory restrictions on its ability to pay dividends to the Corporation. The prior approval of the OCC is required if the
total of all dividends declared by a national bank in any calendar year would exceed the sum of the bank's net profits for that year and its retained net profits for the preceding two calendar years,
less any required transfers to surplus. Federal law also prohibits national banks from paying dividends that would be greater than the bank's undivided profits after deducting statutory bad debt in
excess of the bank's allowance for loan and lease losses. In addition, federal bank regulatory authorities can prohibit the Bank from paying dividends, depending upon the Bank's financial condition
and compliance with capital and non-capital safety and soundness standards established under the Federal Deposit Insurance Act, as described below. Federal regulatory authorities have
indicated that paying dividends that deplete a bank's capital base to an inadequate level would be an unsafe and unsound banking practice and that banking organizations should generally pay dividends

9

---



Table of Contents

only
out of current operating earnings. See Note 20 of Notes to Consolidated Financial Statements for additional information.

The
terms of the Series B Preferred Stock include a restriction against increasing the Corporation's Common Stock dividends from levels at the time of the initial investment by
the Treasury and prevents the Corporation from redeeming, purchasing or otherwise acquiring its Common Stock or any trust preferred securities issued by the Corporation other than for certain stated
exceptions. These restrictions will terminate on the earlier of (a) the third anniversary of the date of issuance of the Series B Preferred Stock and (b) the date on which the
Series B Preferred Stock has been redeemed in whole or Treasury has transferred all of the Series B Preferred Stock to third parties. In addition, the Corporation will be unable to
declare or pay dividends or distributions on, or repurchase, redeem or otherwise acquire for consideration, shares of its Common Stock and other stock ranking junior to, or in parity with, the
Series B Preferred Stock if the Corporation fails to declare and pay full dividends (or declare and set aside a sum sufficient for payment thereof) on its Series B Preferred Stock. Under
ARRA, the Company may repay the Treasury without penalty, and without the need to raise new capital, subject to Treasury's consultation with the appropriate regulating agency, in which event these
restrictions would no longer apply.

Federal
law limits the ability of the Bank to extend credit to the Corporation or its other affiliates, to invest in stock or other securities thereof, to take such securities as
collateral for loans, and to purchase assets from the Corporation or other affiliates. These restrictions prevent the Corporation and such other affiliates from borrowing from the Bank unless the
loans are secured by marketable obligations of designated amounts. Further, such secured loans and investments by the Bank to or in the Corporation or to or in any other affiliate are limited
individually to 10 percent of the Bank's capital stock and surplus and in the aggregate to 20 percent of the Bank's capital stock and surplus. See Note 20 of Notes to Consolidated
Financial Statements on page A-68 of this report.

Federal
law also provides that extensions of credit and other transactions between the Bank and the Corporation or one of its non-bank subsidiaries must be on terms and
conditions, including credit standards, that are substantially the same or at least as favorable to the Bank as those prevailing at the time for comparable transactions involving other
non-affiliated companies, or, in the absence of comparable transactions, on terms and conditions, including credit standards, that in good faith would be offered to, or would apply to,
non-affiliated companies. Further, a bank holding company and its subsidiaries are prohibited from engaging in certain tie-in arrangements in connection with any extension of
credit, lease or sale of property, or furnishing of services.

Capital Adequacy and Prompt Corrective Action

Each federal banking regulatory agency has adopted risk-based capital regulations under which a banking organization's
capital is compared to the risk associated with its operations for both transactions reported on the balance sheet as assets as well as transactions which are off-balance sheet items, such
as letters of credit and recourse arrangements. Under the capital regulations, the nominal dollar amounts of assets and the balance sheet equivalent amounts of off-balance sheet items are
multiplied by one of several risk adjustment percentages, which range from 0 percent for asset categories with low credit risk, such as certain Treasury securities, to 100 percent for
asset categories with relatively high credit risk, such as commercial loans.

In
addition to the risk-based capital guidelines, federal banking regulatory agencies require banking organizations to maintain a minimum amount of Tier 1 capital to
total assets, referred to as the leverage ratio. For a banking organization rated composite 1 under the "Composite Uniform Financial Institutions Rating System ("CAMELS")" for banks, which indicates
the lowest level of supervisory concern of the five categories used by the federal banking agencies to rate banking organizations ("5" being the highest level of supervisory concern), the minimum
leverage ratio is 3 percent. For all

10

---



Table of Contents

banking
organizations other than those rated composite 1 under the CAMELS system, the minimum leverage ratio is 4 percent. Banking organizations with supervisory, financial, operational, or
managerial weaknesses, as well as organizations that are anticipating or experiencing significant growth, are expected to maintain capital ratios above the minimum levels. In addition to these uniform
risk-based capital guidelines and leverage ratios that apply across the industry, the federal banking agencies have the discretion to set individual minimum capital requirements for
specific institutions at rates significantly above the minimum guidelines and ratios.

At
December 31, 2009, the Corporation and the Bank each exceeded the required risk-based capital ratios for classification as "well capitalized" as well as the
required minimum leverage ratios. See "Management's Discussion and AnalysisBalance Sheet AnalysisCapital" on page 95 of this report.

The
Federal Deposit Insurance Act (FDICIA) requires federal bank regulatory agencies to take "prompt corrective action" with respect to FDIC-insured depository institutions
that do not meet minimum capital requirements. A depository institution's treatment for purposes of the prompt corrective action provisions will depend on how its capital levels compare to various
capital measures and certain other factors, as established by regulation. FDICIA imposes progressively more restrictive constraints on operations, management and capital distributions depending on the
category in which an institution is classified. Failure to meet the capital guidelines could also subject a banking institution to capital raising requirements. An "undercapitalized" bank must develop
a capital restoration plan and its parent holding company must guarantee that bank's compliance with the plan. The liability of the parent holding company under any such guarantee is limited to the
lesser of five percent of the bank's assets at the time it become "undercapitalized" or the amount needed to comply with the plan. Furthermore, in the event of the bankruptcy of the parent holding
company, such guarantee would take priority over the parent's general unsecured creditors. In addition, FDICIA requires the various regulatory agencies to prescribe certain non-capital
standards for safety and soundness relating generally to operations and management, asset quality and executive compensation and permits regulatory action against a financial institution that does not
meet such standards.

The
existing U.S. federal bank regulatory agencies' risk-based capital guidelines are based upon the 1988 capital accord ("Basel I") of the Basel Committee on Banking
Supervision ("BIS"). The BIS is a committee of central banks and bank supervisors/regulators from the major industrialized countries that develops broad policy guidelines for use by each country's
supervisors in determining the supervisory policies they apply.

For
several years, the U.S. bank regulators have been preparing to implement a new framework for risk-based capital adequacy developed by the Basel Committee on Banking
Supervision, sometimes referred to as "Basel II." In July 2007, the U.S. bank regulators announced an agreement reflecting their current plan for implementing the most advanced approach under Basel II
for the largest, most internationally active financial institutions. The agreement also provides that the regulators will propose rules permitting other financial institutions, such as the
Corporation, to choose between the current method of calculating risked-based capital ("Basel I") and the "standardized" approach under Basel II. The standardized approach under Basel II would lower
risk weightings for certain categories of assets (including mortgages) from the weightings reflected in Basel I, but would also require an explicit capital charge for operational risk, which is not
required by Basel I. In connection with comments received on the prior proposal, in July 2008, the U.S. bank regulators proposed a new rule, which includes the previously mentioned methods to
calculate risked-based capital, but for institutions using the "standardized" framework, modifies the method for determining the leverage ratio requirement.

At
this time, the Corporation cannot predict the final form the Basel II standardized framework will take, when it will be implemented, the effect that it might have on the Bank's
financial condition or results of its operations, or how these effects might impact the Corporation.

11

---



Table of Contents

Premiums for Deposit Insurance

The Bank's deposits are insured to applicable limits by the FDIC. The maximum deposit insurance amount has been increased from $100,000
to $250,000 until December 31, 2013. On October 13, 2008, the FDIC established a Temporary Liquidity Guarantee Program under which the FDIC fully guarantees all
non-interest-bearing transaction accounts until June 30, 2010 (the "Transaction Account Guarantee Program") and all senior unsecured debt of insured depository institutions or their
qualified holding companies issued between October 14, 2008 and October 31, 2009 that matures prior to December 31, 2012 (the "Debt Guarantee Program"). The Bank participates in
the Transaction Account Guarantee Program and did not participate in the Debt Guarantee Program. Under the Transaction Account Guarantee Program, the Bank paid a 10 basis point fee (annualized) on the
balance of each covered account in excess of $250,000 through December 31, 2009, and for 2010 will be paying an increased fee of 15 basis points.

The
FDIC has adopted a risk-based premium system that provides for quarterly assessments based on an insured institution's weighted ranking in one of four risk categories
based on
their examination ratings, capital ratios, asset quality ratios and long-term debt issuer rating. Well-capitalized institutions with the CAMELS ratings of 1 or 2 are grouped in Risk
Category I and, until 2009, were assessed for deposit insurance at an annual rate of between five and seven basis points with the assessment rate for an individual institution determined
according to a formula based on a weighted average of the institution's individual CAMELS component ratings plus either five financial ratios or the average ratings of its long-term debt.
Institutions in Risk Categories II, III and IV were assessed at annual rates of 10, 28, and 43 basis points, respectively.

Pursuant
to the Federal Deposit Insurance Reform Act of 2005 (the "Reform Act"), the FDIC is authorized to set the reserve ratio for the Deposit Insurance Fund annually at between 1.15%
and 1.5% of estimated insured deposits. The FDIC determined that the reserve ratio was 1.01% as of June 30, 2008. In accordance with the Reform Act, as amended by the Helping Families Save
Their Home Act of 2009, the FDIC has established and implemented a plan to restore the reserve ratio to 1.15% within eight years.

For
the quarter beginning January 1, 2009, the FDIC raised the base annual assessment rate for institutions in Risk Category I to between 12 and 14 basis points while the
base annual assessment rates for institutions in Risk Categories II, III and IV were increased to 17, 35, and 50 basis points, respectively. For the quarter beginning April 1, 2009 the
FDIC set the base annual assessment rate for institutions in Risk Category I to between 12 and 16 basis points and the base annual assessment rates for institutions in Risk
Categories II, III and IV at 22, 32, and 45 basis points, respectively. An institution's assessment rate could be lowered by as much as five basis points based on the ratio of its
long-term unsecured debt to deposits or, for smaller institutions based on the ratio of certain amounts of Tier 1 capital to deposits. The assessment rate may be adjusted for Risk
Category I institutions that have a high level of brokered deposits and have experienced higher levels of asset growth (other than through acquisitions) and could be increased by as much as ten
basis points for institutions in Risk Categories II, III, and IV whose ratio of brokered deposits to deposits exceeds 10% of assets. Reciprocal deposit arrangements like Certificate of Deposit
Account Registry Service (CDARS) were treated as brokered deposits for Risk Category II, III, and IV institutions but not for institutions in Risk Category I. An institution's base
assessment rate would also be increased if an institution's ratio of secured liabilities (including FHLB advances and repurchase agreements) to deposits exceeds 25%. The maximum adjustment for secured
liabilities for institutions in Risk Categories I, II, III and IV would be 8, 11, 16, and 22.5 basis points, respectively, provided that the adjustment may not increase an institution's base
assessment rate by more than 50%.

The
FDIC imposed a special assessment equal to five basis points of assets less Tier 1 capital as of June 30, 2009 payable on September 30, 2009 and reserved the
right to impose additional special

12

---



Table of Contents

assessments.
In lieu of further special assessments, on November 12, 2009 the FDIC approved a final rule to require all insured depository institutions to prepay their estimated
risk-based assessments for the fourth quarter of 2009, and for all of 2010, 2011, and 2012 on December 30, 2009. For purposes of estimating future assessments, an institution would
assume 5% annual growth in the assessment base and a three basis point increase in the current assessment rate for 2011 and 2012. The prepaid assessment would be applied against the actual assessment
until exhausted. Any funds
remaining after June 30, 2013 would be returned to the institution. If the prepayment would impair an institution's liquidity or otherwise create significant hardship, it could apply for an
exemption.

In
addition, all FDIC-insured institutions are required to pay assessments to the FDIC to fund interest payments on bonds issued by the Financing Corporation ("FICO"), an
agency of the Federal government established to recapitalize the Federal Savings and Loan Insurance Corporation. The FICO assessment rates, which are determined quarterly, averaged .0106% of insured
deposits on an annualized basis for fiscal year 2009. These assessments will continue until the FICO bonds mature in 2017.

Depositor Preference

The Federal Deposit Insurance Act provides that, in the event of the "liquidation or other resolution" of an insured depository
institution, the claims of depositors of the institutions, including the claims of the FDIC as subrogee of insured depositors, and certain claims for administrative expenses of the FDIC as a receiver,
will have priority over other general unsecured claims against the institution. If an insured depository institution fails, insured and uninsured depositors, along with the FDIC, will have priority in
payment ahead of unsecured non-deposit creditors, including the parent bank holding company, with respect to any extensions of credit they have made to such insured depository institution.

Interstate Banking and Branching

The Riegle-Neal Interstate Banking and Branching Act permits banks and bank holding companies from any state to acquire
banks located in any other state, subject to certain conditions, including certain nationwide and state-imposed concentration limits. The Company also has the ability, subject to certain restrictions,
to acquire branches outside its home state by acquisition or merger. The establishment of new interstate branches is also possible in those states with laws that expressly permit de novo branching.
The Corporation has established or acquired banking operations outside its home state of California in the states of New York and Nevada.

Community Reinvestment Act

Under the Community Reinvestment Act of 1977 ("CRA"), the Bank has a continuing and affirmative obligation consistent with safe and
sound banking practices to help meet the credit needs of its entire community, including low and moderate income neighborhoods. CRA does not establish specific lending requirements or programs for
financial institutions nor does it limit an institution's discretion to develop the types of products and services that it believes are best suited to its particular community, consistent with CRA.
CRA generally requires the federal banking agencies to evaluate the record of a financial institution in meeting the credit needs of its local communities and to take that record into account in its
evaluation of certain applications by such institution, such as applications for charters, branches and other deposit facilities, relocations, mergers, consolidations and acquisitions or engage in
certain activities pursuant to the GLB Act. An unsatisfactory rating may be the basis for denying the application. Based on its most recent examination report from July 2009, the Bank received an
overall rating of "satisfactory." In arriving at the overall rating, the OCC rated the Bank's performance levels under CRA with respect to lending (high satisfactory), investment (outstanding) and
service (high satisfactory).

13

---



Table of Contents

Consumer Protection Laws

The Company is subject to a number of federal and state laws designed to protect borrowers and promote lending to various sectors of
the economy and population. These laws include the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Truth in Lending Act, the Home Mortgage Disclosure Act, and the Real Estate
Settlement Procedures Act, and various state law counterparts.

In
addition, federal law and certain state laws (including California) currently contain client privacy protection provisions. These provisions limit the ability of banks and other
financial institutions to disclose non-public information about consumers to affiliated companies and non-affiliated third parties. These rules require disclosure of privacy
policies to clients and, in some circumstance, allow consumers to prevent disclosure of certain personal information to affiliates or non-affiliated third parties by means of "opt out" or
"opt in" authorizations. Pursuant to the GLB Act and certain state laws (including California) companies are required to notify clients of security breaches resulting in unauthorized access to their
personal information.

Securities and Exchange Commission

The Sarbanes-Oxley Act of 2002 ("SOX") imposed significant new requirements on publicly-held companies such as the
Corporation, particularly in the area of external audits, financial reporting and disclosure, conflicts of interest, and corporate governance at public companies. The Company, like other public
companies, has reviewed and reinforced its internal controls and financial reporting procedures in response to the various requirements of SOX and implementing regulations issued by the SEC and the
New York Stock Exchange. The Company emphasized best practices in corporate governance before SOX and has continued to do so in compliance with SOX.

The
SEC regulations applicable to the Company's investment advisers cover all aspects of the investment advisory business, including compliance requirements, limitations on fees,
record-keeping, reporting and disclosure requirements and general anti-fraud prohibitions.

14

---





Table of Contents

Executive Officers of the Registrant

Shown below are the names and ages of all executive officers of the Corporation and officers of the Bank who are deemed to be executive
officers of the Corporation as of February 1, 2010, with indication of all positions and offices with the Corporation and the Bank.

Name

Age

Present principal occupation and principal occupation during the past five yearsRussell Goldsmith (1)


59

President, City National Corporation since May 2005; Chief Executive Officer, City National Corporation and Chairman of the Board and Chief Executive Officer, City National Bank since October 1995; Vice Chairman of City
National Corporation October 1995 to May 2005.Bram Goldsmith


86

Chairman of the Board, City National CorporationChristopher J. Carey


55

Executive Vice President and Chief Financial Officer, City National Corporation and City National Bank since July
2004.Christopher J. Warmuth


56

Executive Vice President, City National Corporation and President, City National Bank since May 2005; Executive Vice President
and Chief Credit Officer, City National Bank June 2002 to May 2005.Michael B. Cahill


56

Executive Vice President, Corporate Secretary and General Counsel, City National Bank and City National Corporation since June
2001; Manager, Legal and Compliance Division since 2005.Brian Fitzmaurice


49

Executive Vice President and Chief Credit Officer, City National Bank since February 2006; Senior Risk Manager, Citibank West,
FSB successor to California Federal Bank, FSB, November 2002 to February 2006.Richard Gershen


55

Executive Vice President, Wealth Management Services, City National Bank since February 2009; Executive Managing Director,
Business Management and Strategy, Evergreen Investments, a division of Wachovia, April 2000 to February 2009.Olga Tsokova


36

Senior Vice President and Chief Accounting Officer, City National Corporation and City National Bank since July 2008 and SOX 404
Manager since March 2005; Controller, City National Bank, July 2008 to September 2008; Ernst & Young LLP, Assurance and Advisory Business Services, Financial Services Group, Senior Manager from October 2003 to March 2005.


---

Available Information

The Company's home page on the Internet is www.cnb.com. The Company makes its web site content available for information purposes only.
It should not be relied upon for investment purposes, nor is it incorporated by reference into this Form 10-K.

The
Company makes its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and proxy statement
for its annual shareholder meetings, as well as any amendment to those reports, available free of charge through the Investor Relations page of its web site as soon as reasonably practicable after it
electronically files such material with, or furnishes it to, the SEC. More information about the Company can be obtained by reviewing the Company's SEC

15

---



Table of Contents

filings
on its web site. Information about the Corporation's Board of Directors (the "Board") and its committees and the Company's corporate governance policies and practices is available on the
Corporate Governance section of the Investor Relations page of the Company's web site. The SEC also maintains a web site at www.sec.gov that contains reports, proxy statements and other information
regarding SEC registrants, including the Corporation. Materials filed with the SEC are also available at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can
obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0300.

Item 1ARisk Factors

Forward-Looking Statements

This report and other reports and statements issued by the Company and its officers from time to time contain forward-looking
statements that are subject to risks and uncertainties. These statements are based on the beliefs and assumptions of our management, and on information currently available to our management.
Forward-looking statements include information concerning our possible or assumed future results of operations, and statements preceded by, followed by, or that include the words "will," "believes,"
"expects," "anticipates," "intends," "plans," "estimates," or similar expressions.

Our
management believes these forward-looking statements are reasonable. However, you should not place undue reliance on the forward-looking statements, since they are based on current
expectations. Actual results may differ materially from those currently expected or anticipated. Forward-looking statements are not guarantees of performance. By their nature, forward-looking
statements are subject to risks, uncertainties, and assumptions. These statements speak only as of the date they are made. The
Company does not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the date the forward-looking statements are made or to update earnings
guidance including the factors that influence earnings. A number of factors, many of which are beyond the Company's ability to control or predict, could cause future results to differ materially from
those contemplated by such forward-looking statements. These factors include, without limitation, the significant factors set forth below.

Factors That May Affect Future Results

General business and economic conditions may significantly affect our earnings.Our business and earnings are sensitive to general
business and
economic conditions. A favorable business environment is generally characterized by, among other factors, economic growth, efficient capital markets, low inflation, high business and investor
confidence and strong business earnings. Unfavorable or uncertain economic and market conditions can be caused by: declines in economic growth, business activity or investor or business confidence;
limitations on the availability or increases in the cost of credit and capital; increases in volatility, inflation or interest rates; natural disasters; or a combination of these or other factors.

In
December 2007, the United States entered into a recession. Business activity across a wide range of industries and regions is greatly reduced and local governments and many businesses
are in serious difficulty due to the lack of consumer spending and the lack of liquidity in the credit markets. Unemployment has increased significantly. There can be no assurance when these
conditions will improve. The resulting economic pressure on consumers and lack of confidence in the financial market could adversely affect our business, financial condition and results of operations.

The
Corporation's financial performance generally, and the ability of borrowers to pay interest on and repay principal of outstanding loans and the value of collateral securing those
loans, is highly dependent upon the business environment in the markets where the Corporation operates and in the United States as a whole. Declines in home values in the Company's markets in
California, Nevada and New York, has adversely impacted results of operations. A continued decline in home values in the

16

---



Table of Contents

Company's
markets could have a further negative effect on results of operations, and a significant decline in home values would likely lead to increased delinquencies and credit quality issues in the
Company's residential mortgage loan portfolio and home-equity loan portfolio. In addition, economic conditions coupled with increased unemployment and decreased consumer spending
could have a further negative effect on results of the Company's operations through higher credit losses in the commercial loan, commercial real estate loan and commercial real estate construction
loan portfolios.

Current levels of market volatility are unprecedented.The capital and credit markets have been experiencing volatility and disruption
for more than
12 months. Recently, the volatility and disruption has reached unprecedented levels. In some cases, the markets have produced downward pressure on stock prices and credit availability for
certain issuers without regard to those issuers' underlying financial strength. If current levels of market disruption and volatility continue or worsen, there can be no assurance that we will not
experience an adverse effect, which may be material, on our ability to access capital and on our business, financial condition and results of operations.

Significant changes in banking laws or regulations and federal monetary policy could materially affect our business.The banking
industry is subject
to extensive federal and state regulations, and significant new laws or changes in, or repeals of, existing laws may cause results to differ materially. Also, federal monetary policy, particularly as
implemented through the Federal Reserve System, significantly affects our credit conditions, primarily through open market operations in U.S. government securities, the discount rate for member bank
borrowing, and bank reserve requirements. A material change in these conditions would affect our results. Parts of our business are also subject to federal and state securities laws and regulations.
Significant changes in these laws and regulations would also affect our business. For further discussion of the regulation of financial services, including a description of significant
recently-enacted legislation and other regulatory initiatives taken in response to the recent financial crisis, see "Supervision and Regulation" and the discussion under Item 1, Business,
"Economic Conditions, Government Policies, Legislation and Regulation."

Current
economic conditions, particularly in the financial markets, have resulted in government regulatory agencies and political bodies placing increased focus and scrutiny on the
financial services industry. The Federal government has intervened on an unprecedented scale by enhancing the liquidity support available to financial institutions, establishing a commercial paper
funding facility, temporarily guaranteeing money market funds and certain types of debt issuances, and increasing insurance on bank deposits.

These
programs have subjected participating financial institutions to additional restrictions, oversight and costs. In addition, new proposals for legislation continue to be introduced
in Congress that could further substantially increase regulation of the financial services industry and impose restrictions on the operations and general ability of firms within the industry to
conduct business consistent with historical practices, including aspects such as compensation, interest rates, financial product offerings and disclosures, and the impact of bankruptcy proceedings on
consumer residential real estate mortgages, among others. Federal and state regulatory agencies also frequently adopt changes to their regulations or change the manner in which existing regulations
are applied.

On
June 17, 2009, the Treasury Department released a white paper entitled "Financial Regulatory ReformA New Foundation: Rebuilding Financial Regulation and
Supervision," which outlined the Obama administration's plan to make extensive and wide ranging reforms to the financial regulatory system. The plan contains proposals to, among other things,
(i) create a new financial regulatory agency called the Consumer Financial Protection Agency, (ii) eliminate the federal thrift charter and create a new national bank supervisor,
(iii) dispose of the interstate branching framework of the Riegle-Neal Act by giving national and state-chartered banks the unrestricted ability to branch across state lines,
(iv) establish strengthened capital and prudential standards for banks and bank holding companies,

17

---



Table of Contents

(v) increase
supervision and regulation of large financial firms, and (vi) create an Office of National Insurance within the Treasury Department.

We
cannot predict the substance or impact of any change in regulation, whether by regulators or as a result of legislation, or in the way such statutory or regulatory requirements are
interpreted or enforced. Compliance with such current and potential regulation and scrutiny may significantly increase our costs, impede the efficiency of our internal business practices, require us
to increase our regulatory capital and limit our ability to pursue business opportunities in an efficient manner.

Increases in FDIC insurance assessments may have a material adverse effect on our earnings.During 2008 and continuing into 2009,
higher levels of
bank failures have dramatically increased resolution costs of the FDIC and depleted its deposit insurance fund. In addition, the recent temporary increase in insurance coverage for deposit accounts
from $100,000 to $250,000, with certain non-interest bearing transactional accounts being fully insured, have placed additional stress on the FDIC's deposit insurance fund. In 2009 the
FDIC increased the amount of the insurance assessments that we will have to pay on our insured deposits and required us to prepay on December 30, 2009 our estimated quarterly
risk-based assessments for 2010, 2011 and 2012. Our total prepaid assessments were determined to be $85.1 million, which according to the rule would be recorded as a prepaid expense
(asset) as of December 30, 2009. These prepaid assessments would be amortized and recognized as an expense over the following three years. We are generally unable to control the amount of
assessments that we are required to pay for FDIC insurance. If there are additional bank or financial institution failures, or if our risk rating deteriorates for purposes of determining the level of
our FDIC insurance assessments, we may be required to pay even higher FDIC insurance assessments than the recently increased levels. Any future increases in FDIC insurance assessments may materially
adversely affect our results of operations. See "Supervision and RegulationPremiums for Deposit Insurance."

Changes in interest rates affect our profitability.We derive our income mainly from the difference or "spread" between the interest we
earn on
loans, securities, and other interest-earning assets, and
interest we pay on deposits, borrowings, and other interest-bearing liabilities. In general, the wider this spread, the more we earn. When market rates of interest change, the interest we earn on our
assets and the interest we pay on our liabilities fluctuate. This causes our spread to increase or decrease and affects our net interest income. Although we actively manage our asset and liability
positions, we will periodically experience "gaps" in the interest rate sensitivities of our assets and liabilities, meaning that either our interest-bearing liabilities will be more sensitive to
changes in market interest rates than our interest-earning assets, or vice versa. In either event, if market interest rates should move contrary to our position, this "gap" would work against us, and
our earnings may be negatively affected. In addition, interest rates affect how much money we lend, and changes in interest rates may negatively affect deposit growth.

Our results may be adversely affected if we continue to suffer higher than expected losses on our loans due to a slow economy, real estate cycles or other economic events which could
require us to increase our allowance for loan and lease losses.We assume credit risk from the possibility that we will suffer losses because borrowers,
guarantors, and related parties fail to perform under the terms of their loans. We try to minimize and monitor this risk by adopting and implementing what we believe are effective underwriting and
credit policies and procedures, including how we establish and review the allowance for loan and lease losses. We assess the likelihood of nonperformance, track loan performance, and diversify our
credit portfolio. Those policies and procedures may still not prevent unexpected losses that could adversely affect our results. The Company continually monitors changes in the economy, particularly
housing prices and unemployment rates. There are inherent risks in our lending activities, including flat or volatile interest rates and changes in the economic conditions in the markets in which we
operate. Continuing weak economic conditions could adversely impact the ability of borrowers to repay outstanding loans or the value of collateral securing those loans. If the value of

18

---



Table of Contents

real
estate in the Company's market declines materially, a significant portion of the loan portfolio could become under-collateralized which could have a further negative effect on results of
operations. We monitor the value of collateral, such as real estate, for loans made by us. Continuing deterioration in economic conditions affecting borrowers, new information regarding existing
loans, identification of additional problem loans and other factors, both within and outside of the Company's control, may require an increase in the allowance for loan and lease losses. See the
section captioned "Loan Portfolio" and "Asset Quality" in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations located elsewhere in this report for
further discussion related to our loan portfolio and our process for determining the appropriate level of the allowance for possible loan losses.

A portion of the income generated by our wealth management division and asset management affiliates is subject to market valuation risks.A
substantial portion of trust and investment fee income is based on equity, fixed income and other market valuations. As a result, volatility in these markets can positively or negatively impact
noninterest income. In addition, because of the low interest rate environment, the off-balance sheet money market funds managed by our wealth management business may be at a greater risk
of being moved by our clients to another company or to
the Bank's on-balance sheet money market funds. As a result, this may have an unfavorable impact overall on our earnings. However, this could enhance the Company's overall liquidity
position.

We may experience further write downs of our financial instruments and other losses related to volatile and illiquid market conditions.Market
volatility, illiquid market conditions and disruptions in the credit markets have made it extremely difficult to value certain of our securities. Subsequent valuations, in light of factors then
prevailing, may result in significant changes in the values of these securities in future periods. In addition, at the time of any sales and settlements of these securities, the price we ultimately
realize will depend on the demand and liquidity in the market at that time and may be materially lower than their current fair value. Any of these factors could require us to take further write downs
in the value of our securities portfolio, which may have an adverse impact on our results of operations in future periods.

Bank clients could move their money to alternative investments causing us to lose a lower cost source of funding.Demand deposits can
decrease when
clients perceive alternative investments, such as those available in our wealth management business, as providing a better risk/return tradeoff. Technology and other changes have made it more
convenient for bank customers to transfer funds into alternative investments or other deposit accounts offered by other financial institutions or non-bank service providers. When clients
move money out of bank demand deposits and into other investments, we lose a relatively low cost source of funds, increasing our funding costs and reducing our net interest income.

Increased competition from financial service companies and other companies that offer banking and wealth management services could negatively impact our
business.Increased competition in our market may result in reduced loans, deposits and/or assets under management. Many competitors offer the banking services and
wealth management services that we offer in our service area. These competitors, both domestic and foreign, include national, regional, and community banks. We also face intense competition from many
other types of financial institutions, including, without limitation, savings and loans, finance companies, brokerage firms, insurance companies, credit unions, private equity funds, mortgage banks,
and other financial intermediaries. Banks, trust companies, investment advisors, mutual fund companies, multi-family offices and insurance companies compete with us for trust and asset management
business. In addition, technological advances and the growth of e-commerce have made it possible for non-depository institutions to offer products and services that were
traditionally offered only by banks.

19

---



Table of Contents

We
also face intense competition for talent. Our success depends, in large part, on our ability to hire and retain key people. Competition for the best people in most businesses in which
we engage can be intense. If we are unable to attract and retain talented people, our business could suffer. Rules and regulations issued under the TARP CPP including the TARP Standards for
Compensation and Corporate Governance impose restrictions on executive compensation which could have an adverse effect on our ability to hire or retain our talent.

Our controls and procedures could fail or be circumvented.Management regularly reviews and updates our internal controls, disclosure
controls and
procedures and corporate governance policies and procedures. Any system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, but
not absolute, assurances of the effectiveness of these systems and controls, and that the objectives of these controls have been met. Any failure or circumvention of our controls and procedures, and
any failure to comply with regulations related to controls and procedures could adversely affect our business, results of operations and financial condition.

Changes in accounting standards or tax legislation.Our accounting policies and methods are fundamental to how we record and report our
financial
condition and results of operations. From time to time the Financial Accounting Standards Board ("FASB") and SEC change the financial accounting and reporting standards that govern the preparation of
our financial statements or elected representatives approve changes to tax laws. These changes can be hard to predict and can materially impact how we record and report our financial condition and
results of operations.

Acquisition risks.We have in the past and may in the future seek to grow our business by acquiring other businesses. We cannot predict
the
frequency, size or timing of our acquisitions, and we typically do not comment publicly on a possible acquisition until we have signed a definitive agreement. There can be no assurance that our
acquisitions will have the anticipated positive results, including results related to: the total cost of integration; the time required to complete the integration; the amount of
longer-term cost savings; continued growth; or the overall performance of the acquired company or combined entity. Integration of an acquired business can be complex and costly. If we are
not able to integrate successfully past or future acquisitions, there is a risk that results of operations could be adversely affected.

Impairment of goodwill or amortizable intangible assets associated with acquisitions would result in a charge to earnings.Goodwill is
evaluated for
impairment at least annually, and amortizable intangible assets are evaluated for impairment annually or when events or circumstances indicate that the carrying value of those assets may not be
recoverable. We may be required to record a charge to earnings during the period in which any impairment of goodwill or intangibles is determined.

Operational risks.The potential for operational risk exposure exists throughout our organization. Integral to our performance is the
continued
efficacy of our technology and information systems, operational infrastructure, and relationships with third parties and our colleagues in our day-to-day and ongoing
operations. Failure by any or all of these resources subjects us to risks that may vary in size, scale and scope. This includes but is not limited to operational or systems failures, disruption of
client operations and activities, ineffectiveness or exposure due to interruption in third party support as expected, as well as, the loss of key colleagues or failure on the part of key colleagues to
perform properly.

Negative public opinion could damage our reputation and adversely affect our earnings.Reputational risk, or the risk to our earnings
and capital
from negative public opinion, is inherent in our business. Negative public opinion can result from the actual or perceived manner in which we conduct our business activities, including activities in
our private and business banking operations and investment and trust operations; our management of actual or potential conflicts of interest and ethical

20

---



Table of Contents

issues;
and our protection of confidential client information. Negative public opinion can adversely affect our ability to keep and attract clients and can expose us to litigation and regulatory
action. We take steps to minimize reputation risk in the way we conduct our business activities and deal with our clients, communities and vendors.

The soundness of other financial institutions could adversely affect us.Financial services institutions are interrelated as a result
of trading,
clearing, counterparty or other relationships. We have exposure to many different industries and counterparties, and we routinely execute transactions with counterparties in the financial industry,
including brokers and dealers, commercial banks, investment banks, mutual and hedge funds, and other institutional clients. Many of these transactions expose us to credit risk in the event of default
of our counterparty or client. In addition, our credit risk may be exacerbated when the collateral held by us cannot be realized upon or is liquidated at prices not sufficient to recover the full
amount of the financial instrument exposure due us. Any such losses could have a material adverse effect on our financial condition and results of operations.

Item 1BUnresolved Staff Comments

The Company has no written comments regarding its periodic or current reports from the staff of the Securities and Exchange Commission
that were issued 180 days or more preceding the end of its 2009 fiscal year and that remain unresolved.

Item 2.    Properties

The Bank leases approximately 391,000 rentable square feet of commercial office space in downtown Los Angeles in the office tower
located at 555 S. Flower Street ("City National Plaza"). City National Plaza serves as both the Corporation's and the Bank's headquarters. In addition, City National Plaza houses the Company's
Downtown Los Angeles Regional Center, offering extensive private and business banking and wealth management capabilities.

As
of December 31, 2009, the Bank owned five banking office properties in Beverly Hills, Riverside and Sun Valley, California and in Cheyenne and Carson Valley, Nevada. In
addition to the properties owned, the Company maintained operations in 72 banking offices and certain other properties, including 8 banking offices acquired on December 18, 2009 when the Bank
acquired the operations of ICB in a purchase and assumption agreement with the FDIC.

The
non-owned banking offices and other properties are leased by the Bank. Total annual rental payments (exclusive of operating charges and real property taxes) are
approximately $29 million, with lease expiration dates for office facilities ranging from 2010 to 2022, exclusive of renewal options.

The
wealth management affiliates lease a total of 16 offices (excluding offices that are being subleased). Total annual rental payments (exclusive of operating charges and real property
taxes) for all affiliates are approximately $6 million.

Item 3.    Legal Proceedings

The Corporation and its subsidiaries are defendants in various pending lawsuits. Based on present knowledge, management, including
in-house counsel, does not believe that the outcome of such lawsuits will have a material adverse effect upon the Company.

The
Corporation is not aware of any material proceedings to which any director, officer, or affiliate of the Corporation, any owner of record or beneficially of more than
5 percent of the voting securities of the Corporation as of December 31, 2009, or any associate of any such director, officer, affiliate of the Corporation, or security holder is a party
adverse to the Corporation or any of its subsidiaries or has a material interest adverse to the Corporation or any of its subsidiaries.

Item 4.    Reserved

21

---





Table of Contents

PART II

Item 5.    Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The Corporation's common stock is listed and traded principally on the New York Stock Exchange under the symbol "CYN." Information
concerning the range of high and low sales prices for the Corporation's common stock, and the dividends declared, for each quarterly period within the past two fiscal years is set forth below.

Quarter Ended

High

Low

Dividends
Declared2009March 31

$
47.76

$
22.83

$
0.25June 30


44.14


31.87


0.10September 30


43.80


33.13


0.10December 31


47.32


36.59


0.102008March 31

$
60.00

$
48.57

$
0.48June 30


51.75


40.98


0.48September 30


65.35


37.60


0.48December 31


57.56


34.97


0.48


As
of January 29, 2010, the closing price of the Corporation's stock on the New York Stock Exchange was $49.39 per share. As of that date, there were approximately 2,031 holders
of record of the Corporation's common stock. On January 28, 2010, the Board of Directors authorized a regular quarterly cash dividend on its common stock at a rate of $0.10 per share payable on
February 24, 2010 to all shareholders of record on February 10, 2010.

For
a discussion of dividend restrictions on the Corporation's common stock, see Note 20 of the Notes to Consolidated Financial Statements on page A-68 of this
report.

On
January 24, 2008, the Company's Board of Directors authorized the Corporation to repurchase 1 million additional shares of the Corporation's stock following the
completion of its previously approved initiative. Unless terminated earlier by resolution of the Board of Directors, the program will expire when the Corporation has repurchased all shares authorized
for repurchase thereunder. There were 1,140,400 shares remaining to be purchased as of December 31, 2008. There were no issuer repurchases of the Corporation's common stock in the fourth
quarter of the year ended December 31, 2009. As of December 31, 2009, there were 1,140,400 shares remaining to be purchased. The Corporation received no shares in payment for the
exercise price of stock options.

Item 6.    Selected Financial Data

The information required by this item appears on page 37 under the caption "Selected Financial Information," and is incorporated
herein by reference.

Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations

The information required by this item appears on pages 38 through 97, under the caption "Management's Discussion and Analysis,"
and is incorporated herein by reference.

Item 7A.    Quantitative and Qualitative Disclosures about Market Risk

The information required by this item appears on pages 64 through 69, under the caption "Management's Discussion and Analysis,"
and is incorporated herein by reference.

22

---



Table of Contents

Item 8.    Financial Statements and Supplementary Data

The information required by this item appears on page 99 under the captions "2009 Quarterly Operating Results" and "2008
Quarterly Operating Results," and on page A-4 through A-79 and is incorporated herein by reference.

Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.    Controls and Procedures

Disclosure Controls and Procedures

Under the supervision and with the participation of the Company's management, including its Chief Executive Officer and Chief Financial
Officer, the Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) under the Securities and
Exchange Act of 1934 (the "Exchange Act")). Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report,
the Company's disclosure controls and procedures were effective.

Internal Control over Financial Reporting

Management's Report on Internal Control over Financial Reporting.

Management's Report on Internal Control Over Financial Reporting appears on page A-1 of this report. The Company's
independent registered public accounting firm, KPMG LLP, has issued an audit report on the effectiveness of the Company's internal control over financial reporting. That report appears on
page A-2.

Changes in Internal Controls

There was no change in the Company's internal control over financial reporting that occurred during the Company's fourth fiscal quarter
that has materially affected, or was reasonably likely to materially affect, the Company's internal control over financial reporting.

Item 9B.    Other Information.

None.

23

---





Table of Contents

PART III

Item 10.    Directors and Executive Officers of the Registrant

Information regarding executive officers is included in Part I of this Form 10-K as permitted by General
Instruction G (3).

The
additional information required by this item will appear in the Corporation's definitive proxy statement for the 2010 Annual Meeting of Stockholders (the "2010 Proxy Statement"), and
such information either shall be (i) deemed to be incorporated herein by reference from that portion of the 2010 Proxy Statement, if filed with the Securities and Exchange Commission pursuant
to Regulation 14A not later than 120 days after the end of the Corporation's most recently completed fiscal
year, or (ii) included in an amendment to this report filed with the Commission on Form 10-K/A not later than the end of such 120 day period.

Item 11.    Executive Compensation

The information required by this item will appear in the 2010 Proxy Statement, and such information either shall be (i) deemed
to be incorporated herein by reference from the 2010 Proxy Statement, if filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the
end of the Corporation's most recently completed fiscal year, or (ii) included in an amendment to this report filed with the Commission on Form 10-K/A not later than the end
of such 120 day period.

Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table summarizes information, as of December 31, 2009, relating to equity compensation plans of the Company
pursuant to which equity securities of the Company are authorized for issuance.

Plan Category

Number of securities
to be issued upon exercise of outstanding options, warrants and rights

Weighted-average
exercise price of
outstanding options,
warrants and rights

Number of securities
remaining available for
future issuance under equity
compensation plans
(excluding securities
reflected in first column)Equity compensation plans approved by security holders


4,850,396
(1)(2)
$
50.26
(2)

2,246,683
(3)Equity compensation plans not approved by security holders


621,045

$
45.44


Total


5,471,441
(2)
$
49.64
(2)

2,246,683
(3)


---

24

---



Table of Contents

In
March 2001, the Board of Directors adopted the 2001 Stock Option Plan (the "2001 Plan"), which is a broadly-based stock option plan under which options were only granted to employees
of the Corporation and subsidiaries who are neither directors or executive officers. The 2001 Plan contains a change of control provision similar to other stockholder approved plan. The 2001 Plan was
not submitted to the stockholders for their approval. No further awards can be issued under the 2001 Plan.

Other
information required by this item will appear in the 2010 Proxy Statement, and such information either shall be (i) deemed to be incorporated herein by reference from the
2010 Proxy Statement, if filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the Corporation's most recently completed
fiscal year, or (ii) included in an amendment to this report filed with the Commission on Form 10-K/A not later than the end of such 120 day period.

Item 13.    Certain Relationships and Related Transactions

The information required by this item will appear in the 2010 Proxy Statement, and such information either shall be (i) deemed
to be incorporated herein by reference from the 2010 Proxy Statement, if filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the
end of the Corporation's most recently completed fiscal year, or (ii) included in an amendment to this report filed with the Commission on Form 10-K/A not later than the end
of such 120 day period. Also see Note 7 to Notes to Consolidated Financial Statements on page A-37 of this report.

Item 14.    Principal Accountant Fees and Services.

The information required by this item will appear in the 2010 Proxy Statement, and such information either shall be (i) deemed
to be incorporated herein by reference from the 2010 Proxy Statement, if filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the
end of the Corporation's most recently completed fiscal year, or (ii) included in an amendment to this report filed with the Commission on Form 10-K/A not later than the end
of such 120 day period.

25

---





Table of Contents

PART IV

Item 15.    Exhibits and Financial Statement Schedules





1.

Financial Statements:Management's Report on Internal Control Over
Financial Reporting


A-1Report of Independent Registered Public Accounting Firm


A-2Report of Independent Registered Public Accounting Firm


A-3Consolidated Balance Sheets at December 31, 2009 and 2008


A-4Consolidated Statements of Income for each of the years in the three-year
period ended December 31, 2009


A-5Consolidated Statements of Cash Flows for each of the years in the three-year period ended
December 31, 2009


A-6Consolidated Statements of Changes in Equity and Comprehensive Income for each of the years in the
three-year period ended December 31, 2009


A-7Notes to Consolidated Financial Statements


A-82.

All other schedules and separate financial statements of 50 percent or less owned companies accounted for
by the equity method have been omitted because they are not applicable.3.

Exhibits


Exhibit No.

Description

Location2.1

Purchase and Assumption AgreementWhole BankAll Deposits, among the Federal Deposit Insurance Corporation, Receiver of Imperial Capital Bank, La Jolla, California, the Federal Deposit Insurance Corporation and
City National Bank, dated as of December 18, 2009.

Incorporated by reference from the Registrant's Current Report on Form 8-K filed December 22, 2009.3.1

Restated Certificate of Incorporation.

Filed herewith.3.2

Form of Certificate of Designations of Series A Junior Participating Cumulative Preferred Stock.

Filed herewith.3.3

Certificate of Designations of Fixed Rate Cumulative Perpetual Preferred Stock, Series B.

Incorporated by reference from the Registrant's Current Report on Form 8-K filed November 24, 2008.3.4

Bylaws, as amended to date.

Incorporated by reference from the Registrant's Current Report on Form 8-K filed December 22, 2008.4.1

Specimen Common Stock Certificate for Registrant.

Incorporated by reference from the Registrant's Annual Report on Form 10-K for the year ended December 31, 2007.4.2

6.75 percent Subordinated Notes Due 2011 in the principal amount of $150.0 million.

Incorporated by reference from the Registrant's Annual Report on Form 10-K for the year ended December 31, 2006.


26

---



Table of Contents

4.3

Indenture dated as of February 13, 2003 between Registrant and U.S. Bank National Association, as Trustee pursuant to which Registrant issued its 5.125 percent Senior Notes due 2013 in the principal amount of
$225.0 million and form of 5.125 percent Senior Note due 2013.

Incorporated by reference from the Registrant's Annual Report on Form 10-K for the year ended December 31, 2007.4.4

Certificate of Amendment of Articles of Incorporation of CN Real Estate Investment Corporation Articles of Incorporation.

Incorporated by reference from the Registrant's Annual Report on Form 10-K for the year ended December 31, 2007.4.5

CN Real Estate Investment Corporation Bylaws.

Incorporated by reference from the Registrant's Annual Report on Form 10-K for the year ended December 31, 2006.4.6

CN Real Estate Investment Corporation Servicing Agreement.

Incorporated by reference from the Registrant's Annual Report on Form 10-K for the year ended December 31, 2006.4.7

CN Real Estate Investment Corporation II Articles of Amendment and Restatement.

Incorporated by reference from the Registrant's Annual Report on Form 10-K for the year ended December 31, 2007.4.8

CN Real Estate Investment Corporation II Amended and Restated Bylaws.

Incorporated by reference from the Registrant's Annual Report on Form 10-K for the year ended December 31, 2007.4.9

Form of Warrant to Purchase Common Stock issued by Registrant to the U.S. Treasury.

Incorporated by reference from the Registrant's Current Report on Form 8-K filed November 24, 2008.4.10

Indenture dated December 8, 2009 between City National Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee.

Incorporated by reference from the Registrant's Current Report on Form 8-K filed December 8, 2009.4.11

First Supplemental Indenture dated December 8, 2009 between City National Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee.

Incorporated by reference from the Registrant's Current Report on Form 8-K filed December 8, 2009.4.12

Amended and Restated Declaration of Trust of City National Capital Trust I dated December 8, 2009 between City National Corporation as Sponsor, The Bank of New York Mellon Trust Company, N.A. as Institutional
Trustee, BNY Mellon Trust of Delaware as Delaware Trustee and the Administrative Trustees named therein.

Incorporated by reference from the Registrant's Current Report on Form 8-K filed December 8, 2009.


27

---



Table of Contents

4.13

Guarantee Agreement dated December 8, 2009 between City National Corporation and The Bank of New York Mellon Trust Company, N.A. as Guarantee Trustee.

Incorporated by reference from the Registrant's Current Report on Form 8-K filed December 8, 2009.4.14

Specimen Trust Preferred Security Certificate.

Incorporated by reference from the Registrant's Current Report on Form 8-K filed December 8, 2009.4.15

Specimen Junior Subordinated Debt Security.

Incorporated by reference from the Registrant's Current Report on Form 8-K filed December 8, 2009.10.1*

Employment Agreement made as of May 15, 2003, by and between Bram Goldsmith, and the Registrant and City National Bank.

Incorporated by reference from the Registrant's Annual Report on Form 10-K for the year ended December 31, 2008.10.2*

Amendment to Employment Agreement dated as of May 15, 2005 by and between Bram Goldsmith, Registrant, and City National Bank.

Incorporated by reference from the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2005.10.3*

Second Amendment to Employment Agreement for Bram Goldsmith dated as of May 15, 2007, among Bram Goldsmith, Registrant and City National Bank.

Incorporated by reference from the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.10.4*

Third Amendment to Employment Agreement, dated as of March 3, 2008, by and between Bram Goldsmith, Registrant and City National Bank.

Incorporated by reference from the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008.10.5*

Fourth Amendment to Employment Agreement, dated as of December 22, 2008, by and between Bram Goldsmith, Registrant and City National Bank.

Incorporated by reference from the Registrant's Annual Report on Form 10-K for the year ended December 31, 2008.10.6*

Fifth Amendment to Employment Agreement dated as of April 3, 2009, by and between Bram Goldsmith, City National Corporation and City National Bank.

Incorporated by reference from the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2009.10.7*

Amended and Restated Employment Agreement made as of December 22, 2008 by and between Russell Goldsmith, the Registrant and City National Bank.

Incorporated by reference from the Registrant's Current Report on Form 8-K/A filed April 1, 2009.10.8*

1995 Omnibus Plan.

Incorporated by reference from the Registrant's Annual Report on Form 10-K for the year ended December 31, 2005.


28

---



Table of Contents

10.9*

Amendment to 1995 Omnibus Plan regarding Section 7.6(a).

Incorporated by reference from the Registrant's Annual Report on Form 10-K for the year ended December 31, 2008.10.10*

Amended and Restated Section 2.8 of 1995 Omnibus Plan.

Incorporated by reference from the Registrant's Annual Report on Form 10-K for the year ended December 31, 2007.10.11*

Amendment to City National Corporation 1995 Omnibus Plan dated December 31, 2008.

Incorporated by reference from the Registrant's Annual Report on Form 10-K for the year ended December 31, 2008.10.12*

1999 Omnibus Plan.

Filed herewith.10.13*

Amended and Restated 2002 Omnibus Plan.

Filed herewith.10.14*

First Amendment to the City National Corporation Amended and Restated 2002 Omnibus Plan.

Incorporated by reference from the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2005.10.15*

Amendment to City National Corporation Amended and Restated 2002 Omnibus Plan dated December 31, 2008

Incorporated by reference from the Registrant's Annual Report on Form 10-K for the year ended December 31, 2008.10.16*

Amended and Restated 1999 Variable Bonus Plan.

Filed herewith.10.17*

City National Corporation 2008 Omnibus Plan.

Incorporated by reference from the Registrant's Proxy Statement filed with the SEC for the Annual Meeting of Stockholders held on April 23, 2008.10.18*

Amendment to City National Corporation 2008 Omnibus Plan dated December 31, 2008.

Incorporated by reference from the Registrant's Annual Report on Form 10-K for the year ended December 31, 2008.10.20*

2000 City National Bank Executive Deferred Compensation Plan.

Incorporated by reference from the Registrant's Annual Report on Form 10-K for the year ended December 31, 2005.10.21*

Amendment Number 3 to 2000 City National Bank Executive Deferred Compensation Plan.

Incorporated by reference from the Registrant's Annual Report on Form 10-K for the year ended December 31, 2007.10.22*

Amendment Number 4 to 2000 City National Bank Executive Deferred Compensation Plan (As in Effect Immediately Prior to January 1, 2009).

Incorporated by reference from the Registrant's Annual Report on Form 10-K for the year ended December 31, 2008.


29

---



Table of Contents

10.23*

2000 City National Bank Executive Deferred Compensation Plan (Amended and Restated for Plan Years 2004/05 and Later Effective on January 1, 2009).

Incorporated by reference from the Registrant's Annual Report on Form 10-K for the year ended December 31, 2008.10.24*

City National Corporation Strategy and Planning Committee Change in Control Severance Plan.

Incorporated by reference from the Registrant's Annual Report on Form 10-K for the year ended December 31, 2008.10.25*

City National Corporation Executive Committee Change in Control Severance Plan.

Incorporated by reference from the Registrant's Annual Report on Form 10-K for the year ended December 31, 200810.26*

2000 City National Bank Director Deferred Compensation Plan.

Incorporated by reference from the Registrant's Annual Report on Form 10-K for the year ended December 31, 2005.10.27*

Amendment Number 2 to 2000 City National Bank Director Deferred Compensation Plan.

Incorporated by reference from the Registrant's Annual Report on Form 10-K for the year ended December 31, 2007.10.28*

Amendment Number 3 to 2000 City National Bank Director Deferred Compensation Plan (As In Effect Immediately Prior to January 1, 2009).

Incorporated by reference from the Registrant's Annual Report on Form 10-K for the year ended December 31, 2008.10.29*

2000 City National Bank Director Deferred Compensation Plan (Amended and Restated for Plan Years 2005 and Later Effective on January 1, 2009).

Incorporated by reference from the Registrant's Annual Report on Form 10-K for the year ended December 31, 2008.10.30*

Executive Management Incentive Compensation Plan.

Incorporated by reference from the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2008.10.31*

Key Officer Incentive Compensation Plan.

Incorporated by reference from the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2008.10.32*

City National Corporation 2001 Stock Option Plan.

Incorporated by reference from the Registrant's Annual Report on Form 10-K for the year ended December 31, 2005.10.33*

Form of Restricted Stock Unit Award Agreement Under the City National Corporation 2002 Amended and Restated Omnibus Plan.

Filed herewith.


30

---



Table of Contents

10.34*

Form of Stock Option Award Agreement Under the City National Corporation 2002 Amended and Restated Omnibus Plan (Compensation Committee and Board Approval).

Filed herewith.10.35*

Form of Stock Option Award Agreement Under the City National Corporation 2002 Amended and Restated Omnibus Plan (Compensation Committee Approval).

Filed herewith.10.36*

Form of Restricted Stock Award Agreement Under the City National Corporation 2002 Amended and Restated Omnibus Plan).

Filed herewith.10.37*

Form of Director Stock Option Agreement Under the City National Corporation Amended and Restated 2002 Omnibus plan.

Filed herewith.10.38*

Form of Stock Option Award Agreement Under the City National Corporation Amended and Restated 2002 Omnibus Plan (2006 and later grants).

Incorporated by reference from the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.10.39*

Form of Restricted Stock Award Agreement Under the City National Corporation Amended and Restated 2002 Omnibus Plan and Restricted Stock Unit Award Agreement Addendum (2006 and later grants).

Incorporated by reference from the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.10.40*

Form of Restricted Stock Unit Award Agreement Under the City National Corporation Amended and Restated 2002 Omnibus Plan and Restricted Stock Unit Award Agreement Addendum (2006 and later grants).

Incorporated by reference from the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.10.41*

Form of Restricted Stock Unit Award Agreement (Cash Only Award) Under the City National Corporation Amended and Restated 2002 Omnibus Plan and Restricted Stock Unit Award Agreement (Cash Only Award)
Addendum.

Incorporated by reference from the Registrant's Annual Report on Form 10-K for the year ended December 31, 2006.10.42*

Form of Restricted Stock Award Agreement Under the City National Corporation 2008 Omnibus Plan.

Incorporated by reference from the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2008.10.43*

Form of Restricted Stock Unit Award Agreement and Restricted Stock Unit Award Agreement Addendum under the City National Corporation 2008 Omnibus Plan.

Incorporated by reference from the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2008.10.44*

Form of Stock Option Award Agreement Under the City National Corporation 2008 Omnibus Plan.

Incorporated by reference from the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2008.


31

---



Table of Contents

10.45

Lease dated September 30, 1996 between Citinational-Buckeye Building Co. and City National Bank, as amended by that certain First Lease Addendum dated as of May 1, 1998, by that certain Second Lease
Addendum dated as of November 13, 1998, by that certain Third Lease Addendum dated as of November 1, 2002 and the 2003 Lease Supplement dated May 28, 2003.

Incorporated by reference from the Registrant's Annual Report on Form 10-K for the year ended December 31, 2008.10.46

Lease dated November 19, 2003 between TPG Plaza Investments and City National Bank (Portions of this exhibit have been omitted pursuant to a request for confidential treatment).

Incorporated by reference from the Registrant's Annual Report on Form 10-K for the year ended December 31, 2008.10.47

Letter Agreement dated November 21, 2008 by and between the Registrant and the U.S. Treasury.

Incorporated by reference from the Registrant's Current Report on Form 8-K filed on November 24, 2008.10.48*

Letter Agreement dated January 12, 2009 between City National Bank and Richard Gershen.

Filed herewith12

Statement Re: Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividend Requirements.

Filed herewith.21

Subsidiaries of the Registrant

Filed herewith.23

Consent of KPMG LLP.

Filed herewith.31.1

Certification of the Chief Executive Officer pursuant to Rule 13a-14 (a) or 15d-14 (a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Filed herewith.31.2

Certification of the Chief Financial Officer pursuant to Rule 13a-14 (a) or 15d-14 (a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Filed herewith.32.0

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Filed herewith.99.1

Certification of the Principal Executive Officer Pursuant to 31 CFR Section 30.15 to Comply with Certification Requirements of Section 111(b)(4) of EESA.

Filed herewith.99.2

Certification of the Principal Financial Officer Pursuant to 31 CFR Section 30.15 to Comply with Certification Requirements of Section 111(b)(4) of EESA.

Filed herewith.


---

32

---





Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.

CITY NATIONAL CORPORATION (Registrant)February 24, 2010

By:

/s/ RUSSELL GOLDSMITH Russell Goldsmith, President and Chief Executive Officer


Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on
the dates indicated.

Signature

Title

Date/s/ RUSSELL GOLDSMITH Russell Goldsmith
(Principal Executive Officer)

President/Chief Executive
Officer/Director

February 24, 2010/s/ CHRISTOPHER J. CAREY Christopher J. Carey
(Principal Financial Officer)

Executive Vice President and
Chief Financial Officer

February 24, 2010/s/ OLGA TSOKOVA Olga Tsokova
(Principal Accounting Officer)

Senior Vice President and
Chief Accounting Officer

February 24, 2010/s/ BRAM GOLDSMITH Bram Goldsmith

Chairman of the Board/Director

February 24, 2010/s/ CHRISTOPHER J. WARMUTH Christopher J. Warmuth

Executive Vice President/Director

February 24, 2010/s/ RICHARD L. BLOCH Richard L. Bloch

Director

February 24, 2010


33

---



Table of Contents

Signature

Title

Date/s/ KENNETH L. COLEMAN Kenneth L. Coleman

Director

February 24, 2010/s/ ASHOK ISRANI Ashok Israni

Director

February 24, 2010/s/ MICHAEL L. MEYER Michael L. Meyer

Director

February 24, 2010/s/ RONALD L. OLSON Ronald L. Olson

Director

February 24, 2010/s/ BRUCE ROSENBLUM Bruce Rosenblum

Director

February 24, 2010/s/ PETER M. THOMAS Peter M. Thomas

Director

February 24, 2010/s/ KENNETH ZIFFREN Kenneth Ziffren

Director

February 24, 2010


34

---





Table of Contents

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS  OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

We have made forward-looking statements in this document about the company, for which the company claims the protection of the safe
harbor provisions contained in the Private Securities Litigation Reform Act of 1995.

Forward-looking
statements are based on management's knowledge and belief as of today and include information concerning the company's possible or assumed future financial condition, and
its results of operations, business and earnings outlook. These forward-looking statements are subject to risks and uncertainties. A number of factors, some of which are beyond the company's ability
to control or predict, could cause future results to differ materially from those contemplated by such forward-looking statements. These factors include (1) local, regional and international
business, economic and political conditions, (2) volatility and disruption in financial markets, including capital and credit markets, (3) significant changes in banking laws or
regulations, including without limitation, broad-based restructuring of financial industry regulation and as a result of the Emergency Economic Stabilization Act and the creation of, and amendments
to, the Troubled Asset Relief Program (TARP), and rules and regulations issued thereunder, including the TARP Standards for Compensation and Corporate Governance, (4) increases and required
prepayments in Federal Deposit Insurance Corporation
premiums and special federal assessments on financial institutions due to market developments and regulatory changes, (5) changes in the level of nonperforming assets, charge-offs,
other real estate owned and provision expense, (6) changes in inflation, interest rates, and market liquidity which may impact interest margins and impact funding sources, (7) adequacy
of the company's risk management framework, (8) company's ability to increase market share and control expenses, (9) company's ability to attract new employees and retain and motivate
existing employees, (10) increased competition in the company's markets, (11) changes in the financial performance and/or condition of the company's borrowers, including changes in
levels of unemployment, changes in customers' suppliers, and other counterparties' performance and creditworthiness, (12) a substantial and permanent loss of either client accounts and/or
assets under management at the company's investment advisory affiliates or its wealth management division, (13) changes in consumer spending, borrowing and savings habits, (14) soundness
of other financial institutions which could adversely affect the company, (15) protracted labor disputes in the company's markets, (16) earthquake, fire or other natural disasters
affecting the condition of real estate collateral, (17) the effect of acquisitions and integration of acquired businesses and de novo branching efforts, (18) the impact of changes in
regulatory, judicial or legislative tax treatment of business transactions, (19) changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or
regulatory agencies, and (20) the success of the company at managing the risks involved in the foregoing.

Forward-looking
statements speak only as of the date they are made, and the company does not undertake to update forward-looking statements to reflect circumstances or events that occur
after the date the statements are made, or to update earnings guidance, including the factors that influence earnings.

For
a more complete discussion of these risks and uncertainties, see Part I, Item 1A, titled "Risk Factors."

35

---





Table of Contents

CITY NATIONAL CORPORATION    FINANCIAL HIGHLIGHTS

(in thousands, except per share amounts) (1)

2009

2008

Percent
changeFOR THE YEARNet income attributable to City National Corporation

$
51,339

$
104,956


(51
)%Net income available to common shareholders


25,436


102,511


(75
)Net income per common share, basic


0.50


2.12


(76
)Net income per common share, diluted


0.50


2.11


(76
)Dividends per common share


0.55


1.92


(71
)AT YEAR ENDAssets

$
21,078,757

$
16,455,515


28Securities


4,461,060


2,440,468


83Loans and leases, excluding covered loans


12,146,908


12,444,259


(2
)Covered loans (2)


1,851,821





NMDeposits


17,379,448


12,652,124


37Common shareholders' equity


1,790,275


1,614,904


11Total equity


2,012,764


2,030,434


(1
)Book value per common share


34.74


33.52


4AVERAGE BALANCESAssets

$
17,711,495

$
16,028,821


10Securities


3,327,235


2,398,285


39Loans and leases, excluding covered loans


12,296,619


12,088,715


2Covered loans (2)


66,470





NMDeposits


14,351,897


11,899,642


21Common shareholders' equity


1,745,101


1,636,597


7Total equity


2,160,922


1,706,092


27SELECTED RATIOSReturn on average assets


0.29
%

0.65
%

(55
)Return on average common shareholders' equity


1.46


6.26


(77
)Corporation's tier 1 leverage


9.48


10.44


(9
)Corporation's tier 1 risk-based capital


12.20


11.71


4Corporation's total risk-based capital


15.15


13.40


13Period-end common shareholders' equity to period-end assets


8.49


9.81


(13
)Period-end tangible common shareholders' equity to period-end tangible assets (6)


6.15


6.99


(12
)Period-end equity to period-end assets


9.55


12.34


(23
)Common dividend payout ratio, per common share


107.80


90.61


19Net interest margin


3.91


4.20


(7
)Expense to revenue ratio (3)


61.76


66.80


(8
)ASSET QUALITY RATIOS (4)Nonaccrual loans to total loans and leases


3.20
%

1.70
%

88Nonaccrual loans and OREO to total loans and leases and OREO


3.62


1.79


102Allowance for loan and lease losses to total loans and leases


2.38


1.80


32Allowance for loan and lease losses to nonaccrual loans


74.22


106.11


(30
)Net charge-offs to average loans (annualized)


(1.84
)

(0.57
)

223AT YEAR ENDAssets under management (5)

$
35,238,753

$
30,781,865


14Assets under management or administration (5)


55,119,366


47,519,777


16


---

36

---



Table of Contents

SELECTED FINANCIAL INFORMATION

As of or for the year ended December 31,(in thousands, except per share amounts) (1)

2009

2008

2007

2006

2005Statement of Income Data:Interest income

$
709,800

$
784,688

$
894,101

$
826,315

$
716,166Interest expense


85,024


184,792


285,829


220,405


106,125Net interest income


624,776


599,896


608,272


605,910


610,041Provision for credit losses


285,000


127,000


20,000


(610
)

Noninterest income


290,515


266,984


303,202


242,370


210,368Noninterest expense


580,128


587,763


534,931


476,046


438,178Income before taxes


50,163


152,117


356,543


372,844


382,231Income taxes


(1,886
)

41,783


124,974


133,363


141,821Net income

$
52,049

$
110,334

$
231,569

$
239,481

$
240,410Less: Net income attributable to noncontrolling interest


710


5,378


8,856


5,958


5,675Net income available to City National Corporation

$
51,339

$
104,956

$
222,713

$
233,523

$
234,735Less: Dividends on preferred stock


25,903


2,445








Net income available to common shareholders

$
25,436

$
102,511

$
222,713

$
233,523

$
234,735Per Common Share Data:Net income per common share, basic


0.50


2.12


4.58


4.78


4.74Net income per common share, diluted


0.50


2.11


4.50


4.65


4.58Dividends per common share


0.55


1.92


1.84


1.64


1.44Book value per common share


34.74


33.52


33.66


30.86


29.24Shares used to compute net income per common share, basic


50,272


47,930


48,234


48,477


49,159Shares used to compute net income per common share, diluted


50,421


48,196


49,069


49,893


50,937Balance Sheet DataAt Period End:Assets

$
21,078,757

$
16,455,515

$
15,889,290

$
14,884,309

$
14,581,809Securities


4,461,060


2,440,468


2,756,010


3,101,154


4,010,757Loans and leases, excluding covered loans


12,146,908


12,444,259


11,630,638


10,386,005


9,265,602Covered loans


1,851,821











Interest-earning assets


19,435,932


15,104,199


14,544,176


13,722,062


13,520,922Deposits


17,379,448


12,652,124


11,822,505


12,172,816


12,138,472Common shareholders' equity


1,790,275


1,614,904


1,610,139


1,465,495


1,442,738Total equity


2,012,764


2,030,434


1,635,722


1,491,175


1,467,181Balance Sheet DataAverage Balances:Assets

$
17,711,495

$
16,028,821

$
15,370,764

$
14,715,512

$
14,161,241Securities


3,327,235


2,398,285


2,833,489


3,488,005


4,028,332Loans and leases, excluding covered loans


12,296,619


12,088,715


11,057,411


9,948,363


8,875,358Covered loans


66,470











Interest-earning assets


16,330,065


14,670,167


14,054,123


13,568,255


13,047,244Deposits


14,351,897


11,899,642


12,236,383


11,869,927


11,778,839Common shareholders' equity


1,745,101


1,636,597


1,564,080


1,440,509


1,373,502Total equity


2,160,922


1,706,092


1,588,480


1,465,726


1,399,166Asset Quality:Nonaccrual loans

$
388,707

$
211,142

$
75,561

$
20,883

$
14,400OREO


53,308


11,388








Covered OREO


60,558











Total nonaccrual loans and OREO

$
502,573

$
222,530

$
75,561

$
20,883

$
14,400Performance Ratios:Return on average assets


0.29
%

0.65
%

1.45
%

1.59
%

1.66
%Return on average common shareholders' equity


1.46


6.26


14.24


16.21


17.09Net interest spread


3.41


3.27


2.91


3.18


3.99Net interest margin


3.91


4.20


4.45


4.58


4.79Period-end common shareholders' equity to period-end assets


8.49


9.81


10.13


9.85


9.89Period-end tangible common shareholders' equity toperiod-end tangible assets (3)


6.15


6.99


7.09


8.07


8.10Period-end equity to period-end assets


9.55


12.34


10.29


10.02


10.06Dividend payout ratio, per common share


107.80


90.61


40.13


34.31


30.03Expenses to revenue ratio


61.76


66.80


57.87


55.28


52.61Asset Quality Ratios (2):Nonaccrual loans to total loans and leases


3.20
%

1.70
%

0.65
%

0.20
%

0.16
%Nonaccrual loans and OREO to total loans and leases and OREO


3.62


1.79


0.65


0.20


0.16Allowance for loan and lease losses to total loans and leases


2.38


1.80


1.45


1.50


1.66Allowance for loan and lease losses to nonaccrual loans


74.22


106.11


223.03


743.88


1,069.33Net (charge-offs)/recoveries to average total loans and leases


(1.84
)

(0.57
)

(0.08
)

0.03


0.10


---

37

---





Table of Contents

MANAGEMENT'S DISCUSSION AND ANALYSIS

OVERVIEW

City National Corporation (the "Corporation"), through its primary subsidiary, City National Bank (the "Bank"), provides private and
business banking services, including investment and trust services to mid-size businesses, entrepreneurs, professionals and affluent individuals. The Bank is the largest independent
commercial bank headquartered in Los Angeles. For over 50 years, the Bank has served clients through relationship banking. The Bank seeks to build client relationships with a high level of
personal service and tailored products through private and commercial banking teams, product specialists and investment advisors to facilitate clients' use, where appropriate, of multiple services and
products offered by the Company. The Company offers a broad range of lending, deposit, cash management, international banking and other products and services. The Company also lends, invests and
provides services in accordance with its Community Reinvestment Act commitment. Through the Company's asset management firms, subsidiaries of the Corporation, and
Wealth Management Services, a division of the Bank, the Company offers 1) investment management and advisory services and brokerage services, including portfolio management, securities trading
and asset management; 2) personal and business trust and investment services, including employee benefit trust services; 401(k) and defined benefit plan administration, and; 3) estate
and financial planning and custodial services. The Bank also advises and markets mutual funds under the name of CNI Charter Funds.

The
Corporation is the holding company for the Bank. References to the "Company" mean the Corporation and its subsidiaries including the Bank. The financial information presented herein
includes the accounts of the Corporation, its non-bank subsidiaries, the Bank, and the Bank's wholly owned subsidiaries. All material transactions between these entities are eliminated.

See
"Cautionary Statement for Purposes of the 'Safe Harbor' Provision of the Private Securities Litigation Reform Act of 1995," on page 98 in connection with "forward-looking"
statements included in this report.

Over
the last three years, the Company's total assets and loans have grown by 42 percent and 35 percent, respectively. The growth in loans occurred primarily in commercial
and residential mortgage loans, and includes the loans assumed in the acquisition of Imperial Capital Bank ("ICB") from the Federal Deposit Insurance Corporation ("FDIC") on December 18, 2009
and Business Bank of Nevada ("BBNV") in the first quarter of 2007. Deposit balances grew 43 percent for the same period.

On
February 28, 2007, the Company completed the acquisition of Business Bank Corporation ("BBC"), the parent of BBNV and an unconsolidated subsidiary, Business Bancorp Capital
Trust I, in a cash and stock transaction valued at $167 million. BBNV operated as a wholly owned subsidiary of City National Corporation until after the close of business on April 30,
2007, at which time it was merged into the Bank. BBC had assets of $496 million, loans of $395 million and deposits of $441 million on the date of acquisition.

On
May 1, 2007, the Corporation completed the acquisition of Lydian Wealth Management in an all-cash transaction. The investment advisory firm is headquartered in
Rockville, Maryland and now manages or advises on client assets totaling $13.53 billion. Lydian Wealth Management changed its name to Convergent Wealth Advisors ("Convergent Wealth") and became
a subsidiary of Convergent Capital Management LLC, the Chicago-based asset management holding company that the Company acquired in 2003. All of the senior executives of Convergent Wealth signed
employment agreements and acquired a significant minority ownership interest in Convergent Wealth.

On
July 21, 2009, the Company acquired a majority interest in Lee Munder Capital Group, LLC ("LMCG"), a Boston-based investment firm that manages assets for corporations,
pensions, endowments and affluent households. LMCG had approximately $3.4 billion of assets under management at the date of acquisition. LMCG was merged with Independence Investments, a
Boston-

38

---



Table of Contents

based
institutional asset management firm in which the Company held a majority interest. The combined entity is the Company's primary institutional asset management affiliate, with more than
$4 billion of assets under management at acquisition date. It is operated under the Lee Munder Capital Group name and is an affiliate of Convergent Capital Management LLC.

On
December 18, 2009, the Company acquired the banking operations of ICB in a purchase and assumption agreement with the FDIC. Excluding the effects of acquisition accounting
adjustments, the Company acquired approximately $3.26 billion in assets, $2.38 billion in loans and $2.08 billion in deposits. In connection with the acquisition, the Company
entered into a loss sharing agreement with the FDIC with respect to acquired loans ("covered loans") and other real estate owned ("covered other real estate owned" or "covered OREO") (collectively,
"covered assets").

CAPITAL ACTIVITY

On August 7, 2007, the Company's Board of Directors authorized the Corporation to repurchase 1 million additional shares
of the Corporation's stock following completion of its previously approved stock buyback initiative. The Corporation repurchased an aggregate of 1,495,800 shares of common stock in 2007 at an average
price of $69.47. On January 24, 2008, the Board of Directors authorized the repurchase of an additional 1 million shares of City National Corporation stock, following the completion of
the August 7, 2007 buyback initiative. The Corporation repurchased an aggregate of 421,500 shares of common stock in 2008 at an average price of $48.41. The shares purchased under the buyback
programs may be reissued for acquisitions, upon the exercise of stock options, and for other general corporate purposes. The Corporation did not repurchase any shares in 2009. At January 29,
2010, additional shares of 1,140,400 could be repurchased under the existing authority.

The
Corporation paid dividends of $0.55 per share of common stock in 2009 and $1.92 per share of common stock in 2008. On January 28, 2010, the Board of Directors authorized a
quarterly cash dividend on common stock at a rate of $0.10 per share to shareholders of record on February 10, 2010, payable on February 24, 2010.

On
November 21, 2008, City National Corporation received aggregate proceeds of $400 million from the United States Department of the Treasury ("Treasury") under the
Troubled Asset Relief Program ("TARP") Capital Purchase Program ("CPP") in exchange for 400,000 shares of cumulative perpetual preferred stock and a 10-year warrant to purchase up to
1,128,668 shares of the Company's common stock at an exercise price of $53.16 per share. The preferred stock and warrant were recorded in equity on a relative fair value basis at the time of issuance.
The preferred stock was valued by calculating the present value of expected cash flows and the warrant was valued using an option valuation model. The allocated values of the preferred stock and
warrant were approximately $389.9 million and $10.1 million, respectively. The preferred stock is accreted to the redemption price of $400 million over five years. Cumulative
dividends on the preferred stock are payable quarterly at the rate of 5 percent for the first five years and increasing to 9 percent thereafter. The effective pre-tax cost to
the Company for participating in the TARP Capital Purchase Program is approximately 9.5 percent, consisting of 8.6 percent for dividends and 0.9 percent for the accretion on
preferred stock, and is based on the statutory tax rate. The preferred stock may be redeemed by the Corporation after three years. Prior to the end of three years, subject to the provisions of the
American Recovery and Reinvestment Act of 2009 ("ARRA") described below, the preferred stock may be redeemed by the Corporation subject to the Treasury's consultation with the Corporation's regulatory
agency. Following redemption of the preferred stock, the Treasury would liquidate the warrant at the current market price. The warrant has a 10-year term and is immediately exercisable
upon its issuance, with an exercise price, subject to anti-dilution adjustments, equal to $53.16 per share of the common stock.

ARRA
was signed into law on February 17, 2009. ARRA contains a wide variety of programs intended to stimulate the economy and provide for extensive infrastructure, energy, health,
and

39

---



Table of Contents

education
needs. In addition, ARRA imposes certain new executive compensation and corporate expenditure limits on all current and future TARP recipients, including the Corporation, until the
institution has repaid the Treasury. When the institution has repaid the Treasury, the Treasury is to liquidate the warrant at the current market price.

On
December 30, 2009, the Corporation repurchased $200 million, or 200,000 shares, of preferred shares from the Treasury. The repurchase represented 50 percent of
the preferred stock issued to the Treasury and required a one-time, after-tax, non-cash charge of $4.0 million. The Company intends to repurchase the
remaining $200 million of preferred shares in 2010, subject to regulatory approval.

Dividends
on preferred stock are paid on a quarterly basis. The Corporation paid or accrued dividends of $19.9 million and accreted $6.0 million of discount on preferred
stock as of December 31, 2009. The $6.0 million of discount includes $4.0 million of accelerated accretion due to the repurchase of $200 million of preferred stock from the
Treasury.

On
May 8, 2009, the Corporation completed an offering of 2.8 million common shares at $39.00 per share. The net proceeds from the offering were $104.3 million. On
May 15, 2009, the underwriters exercised their over-allotment option to purchase an additional 420,000 shares of the Corporation's common stock at $39.00 per share. The net proceeds
from the exercise of the over-allotment option were $15.6 million. Common stock qualifies as Tier 1 capital.

On
July 15, 2009, the Bank issued a $50.0 million unsecured subordinated note to a third party investor that matures on July 15, 2019. On August 12, 2009, the
Bank issued $130.0 million in subordinated notes of which $55.0 million were floating rate subordinated notes and $75.0 million were fixed rate subordinated notes. These
subordinated notes mature on August 12, 2019. The subordinated notes qualify as Tier 2 capital for regulatory purposes.

On
December 8, 2009, City National Capital Trust I, a statutory trust formed by City National Corporation, issued $250.0 million of cumulative trust preferred securities.
The notes pay a fixed rate of 9.625 percent and mature on February 1, 2040. The trust preferred securities qualify as Tier 1 capital.

CRITICAL ACCOUNTING POLICIES

The accounting and reporting policies of the Company conform with U.S. generally accepted accounting principles. The Company's
accounting policies are fundamental to understanding management's discussion and analysis of results of operations and financial condition. The Company has identified eleven policies as being critical
because they require management to make estimates, assumptions and judgments that affect the reported amount of assets and liabilities, contingent assets and liabilities, and revenues and expenses
included in the consolidated financial statements. The judgments and assumptions used by management are based on historical experience and other factors, which are believed to be reasonable under the
circumstances. Circumstances and events that differ significantly from those underlying the Company's estimates, assumptions and judgments could cause the actual amounts reported to differ
significantly from these estimates.

The
Company's critical accounting policies include those that address accounting for business combinations, noncontrolling interest, financial assets and liabilities reported at fair
value, securities, acquired impaired loans, allowance for loan and lease losses and reserve for off-balance sheet credit commitments, other real estate owned ("OREO"), goodwill and other
intangible assets, share-based compensation plans, income taxes and derivatives and hedging activities. The Company, with the concurrence of the Audit and Risk Committee, has reviewed and approved
these critical accounting policies, which are further described in Management's Discussion and Analysis and Note 1 of the Notes to Consolidated Financial Statements included in this
Form 10-K. Management has applied its critical

40

---



Table of Contents

accounting
policies and estimation methods consistently in all periods presented in these financial statements.

Business Combinations

The Company applies the acquisition method of accounting for business combinations. Under the acquisition method, the acquiring entity
in a business combination recognizes 100 percent of the assets acquired and liabilities assumed at their acquisition date fair values. Management utilizes valuation techniques appropriate for
the asset or liability being measured in determining these fair values. Any excess of the purchase price over amounts allocated to assets acquired, including identifiable intangible assets, and
liabilities assumed is recorded as goodwill. Where amounts allocated to assets acquired and liabilities assumed is greater than the purchase price, a bargain purchase gain is recognized.
Acquisition-related costs are expensed as incurred.

Noncontrolling Interest

The Company has both redeemable and non-redeemable noncontrolling interest. Non-redeemable noncontrolling
interest in majority-owned affiliates is reported as a separate component of equity in Noncontrolling interest in the consolidated balance sheets. Redeemable noncontrolling interest includes
noncontrolling ownership interests that are redeemable at the option of the holder or outside the control of the issuer. These interests are not considered to be permanent equity and are reported in
the mezzanine section of the consolidated balance sheets at fair value. Consolidated net income is attributed to controlling and noncontrolling interest in the consolidated statements of income.

Fair Value Measurements

The accounting guidance defines fair value for financial reporting purposes as the price that would be received to sell an asset or
paid to transfer a liability in an orderly market transaction between market participants at the measurement date (reporting date). Fair value is based on an exit price in the principal market or most
advantageous market in which the reporting entity could transact.

For
each asset and liability required to be reported at fair value, management has identified the unit of account and valuation premise to be applied for purposes of measuring fair
value. The unit of account is the level at which an asset or liability is aggregated or disaggregated for purposes of applying fair value measurement. The valuation premise is a concept that
determines whether an asset is measured on a standalone basis or in combination with other assets. The Company measures its assets and liabilities on a standalone basis then aggregates assets and
liabilities with similar characteristics for disclosure purposes.

Fair Value Hierarchy

Management
employs market standard valuation techniques in determining the fair value of assets and liabilities. Inputs used in valuation techniques are based
on assumptions that market participants

41

---



Table of Contents

would
use in pricing an asset or liability. Inputs used in valuation techniques are prioritized in the fair value hierarchy as follows:

Level 1

Quoted market prices in an active market for identical assets and liabilities.Level 2

Observable inputs including quoted prices (other than Level 1) in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that
are not active, inputs other than quoted prices that are observable for the asset or liability such as interest rates, yield curves, volatilities and default rates, and inputs that are derived principally from or corroborated by observable market
data.Level 3

Unobservable inputs reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability based on the best information
available.


If
the determination of fair value measurement for a particular asset or liability is based on inputs from different levels of the fair value hierarchy, the level in the fair value
hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Management's assessment of the
significance of a particular input to the fair value measurement requires judgment and considers factors specific to the asset or liability measured.

The
Company records securities available-for-sale, trading securities and derivative contracts at fair value on a recurring basis. Certain other assets such as
impaired loans, OREO, goodwill, customer-relationship intangibles and investments carried at cost are recorded at fair value on a nonrecurring basis. Nonrecurring fair value measurements typically
involve assets that are evaluated for impairment and for which any impairment is recorded in the period in which the remeasurement is performed.

A
description of the valuation techniques applied to the Company's major categories of assets and liabilities measured at fair value follows.

SecuritiesFair values for U.S. Treasury securities, marketable equity securities and trading securities, with the exception of agency securities held
in the trading account, are based on quoted market prices. Securities with fair values based on quoted market prices are classified in Level 1 of the fair value hierarchy. Level 2
securities include the Company's portfolio of federal agency, mortgage-backed, state and municipal securities for which fair values are calculated with models using
quoted prices and other inputs directly or indirectly observable for the asset or liability. Prices for the significant majority of these securities are obtained through a third-party valuation
source. Management reviewed the valuation techniques and assumptions used by the provider and determined that the provider utilizes widely accepted valuation techniques based on observable market
inputs appropriate for the type of security being measured. Prices for the remaining securities are obtained from dealer quotes. Securities classified in Level 3 include certain collateralized
debt obligation instruments for which the market has become inactive. Fair values for these securities were determined using internal models based on assumptions that are not observable in the market.

LoansThe Company does not record loans at fair value on a recurring basis. Nonrecurring fair value adjustments are periodically recorded on impaired
loans. Loans measured for impairment based on the fair value of collateral or observable market prices are reported at fair value for disclosure purposes. The majority of loans reported at fair value
are measured for impairment by valuing the underlying collateral based on third-party appraisals or broker quotes. These loans are classified in Level 2 of the fair value hierarchy. In certain
circumstances, appraised values or broker quotes are adjusted based on management's assumptions regarding current market conditions to determine fair value. These loans are classified in
Level 3 of the fair value hierarchy.

42

---



Table of Contents

DerivativesThe fair value of non-exchange traded (over-the-counter) derivatives are obtained from third party
market sources that use conventional valuation algorithms. The Company provides client data to the third party sources for purposes of calculating the credit valuation component of the fair value
measurement of client derivative contracts. The fair values of interest rate contracts include interest receivable and cash collateral, if any. Although the Company has determined that the majority of
the inputs used to value derivative contracts fall within Level 2 of the fair value hierarchy, the credit valuation adjustments utilize Level 3 inputs, such as estimates of credit
spreads. The Company has determined that the impact of the credit valuation adjustments is not significant to the overall valuation of these derivatives. As a result, the Company has classified the
derivative contract valuations in their entirety in Level 2 of the fair value hierarchy.

The
fair value of foreign exchange options and transactions are derived from market spot and/or forward foreign exchange rates and are classified in Level 1 of the fair value
hierarchy.

Other Real Estate OwnedThe fair value of OREO is generally based on third-party appraisals performed in accordance with professional appraisal
standards and Bank regulatory requirements under the Financial Institutions Reform Recovery and Enforcement Act of 1989. Appraisals are reviewed and approved by the Company's appraisal department.
OREO measured at fair value based on third party appraisals or observable market data is classified in Level 2 of the fair value hierarchy. In certain circumstances, fair value may be
determined using a combination of inputs including appraised values, broker price opinions and recent market activity. The weighting of each input in the calculation of fair value is based on
management's assumptions regarding market conditions. These assumptions cannot be observed in the market. OREO measured at fair value using non-observable inputs is classified in
Level 3 of the fair value hierarchy.

Securities

Securities are classified based on management's intention on the date of purchase. All securities other than trading securities are
classified as available-for-sale and are presented at fair value. Unrealized gains or losses on securities available-for-sale are excluded from net
income but are included as a separate component of other comprehensive income, net of taxes. Premiums or discounts on securities available-for-sale are amortized or accreted
into income using the interest method over the expected lives of the individual securities. The Company performs a quarterly assessment to determine whether a decline in fair value below amortized
cost is other than temporary. Amortized cost includes adjustments made to the cost of an investment for accretion, amortization, collection of cash and previous other-than temporary
impairment recognized in earnings. Other-than-temporary impairment exists when it is probable that the Company will be unable to recover the entire amortized cost basis of the
security. If the decline in fair value is judged to be other than temporary, the security is written down to fair value which becomes the new cost basis and an impairment loss is recognized.

For
debt securities, the classification of other-than-temporary impairment depends on whether the Company intends to sell the security or it more likely than not
will be required to sell the security before recovery of its cost basis, and on the nature of the impairment. If the Company intends to sell a security or it is more likely than not it will be
required to sell a security prior to recovery of its cost basis, the entire amount of impairment is recognized in earnings. If the Company does not intend to sell the security or it is not more likely
than not it will be required to sell the security prior to recovery of its cost basis, the credit loss component of impairment is recognized in earnings and impairment associated with
non-credit factors, such as market liquidity, is recognized in other comprehensive income net of tax. A credit loss is the difference between the cost basis of the security and the present
value of cash flows expected to be collected, discounted at the security's effective interest rate at the date of acquisition. The cost basis of an other-than-temporarily
impaired security is written down by the amount of impairment recognized in earnings. The new cost basis is not adjusted for subsequent recoveries in fair value.

43

---



Table of Contents

Realized
gains or losses on sales of securities available-for-sale are recorded using the specific identification method. Trading securities are valued at fair
value with any unrealized gains or losses included in net income.

Acquired impaired loans

Loans acquired at a discount for which it is probable that all contractual payments will not be received are accounted for under ASC
Topic 310-30,Loans and Debt Securities Acquired with Deteriorated Credit Quality("ASC 310-30"). These loans are recorded at
fair value at the time of acquisition. Fair value of acquired impaired loans is determined using a discounted cash flow model based on assumptions about the amount and timing of principal and interest
payments, principal repayments and estimates of principal defaults, loss given default and current market rates. Estimated credit losses are included in the determination of fair value, therefore, an
allowance for loan losses is not recorded on the acquisition date. The excess of expected cash flows at acquisition over the initial investment in acquired loans ("accretable yield") is recorded as
interest income over the life of the loans if the timing and amount of the future cash flows is reasonably estimable. Subsequent to acquisition, the Company aggregates loans into pools of loans with
common risk characteristics. Increases in estimated cash flows over those expected at the acquisition date are recognized as interest income, prospectively. Decreases in expected cash flows after the
acquisition date are recognized by recording an allowance for loan losses. Loans accounted for under ASC 310-30 are generally considered accruing and performing loans as the loans accrete
interest income over the estimated life of the loan when cash flows are reasonably estimable. Accordingly, acquired impaired loans that are contractually past due are still considered to be accruing
and performing loans. If the timing and amount of future cash flows is not reasonably estimable, the loans may be classified as nonaccrual loans and the purchase price discount on those loans is not
recorded as interest income until the timing and amount of future cash flows can be reasonably estimated.

Allowance for loan and lease losses and reserve for off-balance sheet credit commitments

The Company accounts for the credit risk associated with lending activities through its allowance for loan and lease losses, reserve
for off-balance sheet credit commitments and provision for credit losses. The provision is the expense recognized in the
consolidated statements of income to adjust the allowance and reserve to the levels deemed appropriate by management, as determined through application of the Company's allowance methodology
procedures. The provision for credit losses reflects management's judgment of the adequacy of the allowance for loan and lease losses and the reserve for off-balance sheet credit
commitments. It is determined through quarterly analytical reviews of the loan and commitment portfolios and consideration of such other factors as the Company's loan and lease loss experience, trends
in problem loans, concentrations of credit risk, underlying collateral values, and current economic conditions, as well as the results of the Company's ongoing credit review process. As conditions
change, our level of provisioning and the allowance for loan and lease losses and reserve for off-balance sheet credit commitments may change.

For
commercial, non-homogenous loans that are not impaired, the Bank derives loss factors via a process that begins with estimates of probable losses inherent in the
portfolio based upon various statistical analyses. These include migration analysis, in which historical delinquency and credit loss experience is applied to the current aging of the portfolio, as
well as analyses that reflect current trends and conditions. Each portfolio of smaller balance homogeneous loans including residential first mortgages, installment, revolving credit and most other
consumer loans is collectively evaluated for loss potential. Management also establishes a qualitative reserve that considers overall portfolio indicators, including current and historical credit
losses; delinquent, nonperforming and criticized loans; trends in volumes and terms of loans; and, an evaluation of overall credit quality and the credit process, including lending policies and
procedures, economic, geographical, product, and other environmental

44

---



Table of Contents

factors.
Management also considers trends in internally risk-rated exposures, criticized exposures, cash-basis loans, and historical and forecasted write-offs; and,
a review of industry, geographic, and portfolio concentrations, including current developments within those segments. In addition, management considers the current business strategy and credit
process, including credit-limit setting and compliance, credit approvals, loan underwriting criteria and loan workout procedures.

The
allowance for loan and lease losses attributed to impaired loans considers all available evidence, including as appropriate, the probability that a specific loan will default, the
expected exposure of a loan at default, an estimate of loss given default, the present value of the expected future cash flows discounted using the loan's contractual effective rate, the secondary
market value of the loan and the fair value of collateral.

The
quantitative portion of the allowance for loan and lease losses is adjusted for qualitative factors to account for model imprecision and to incorporate the range of probable outcomes
inherent in the estimates used for the allowance. The qualitative portion of the allowance attempts to incorporate the risks inherent in the portfolio, economic uncertainties, competition, regulatory
requirements and other subjective factors including industry trends, changes in underwriting standards, decline in the value of collateral for collateral dependent loans and existence of
concentrations. The reserve for off-balance sheet credit commitments is established by converting the off-balance sheet exposures to a loan equivalent amount and then applying
the methodology used for loans described above.

The
allowance for loan and lease losses and reserve for off-balance sheet credit commitments are increased by the provision for credit losses charged to operating expense.
The allowance for loan and lease losses is decreased by the amount of charge-offs, net of recoveries.

Other Real Estate Owned

OREO includes real estate acquired in full or partial satisfaction of a loan and is recorded at fair value less estimated costs to sell
at the acquisition date. The excess of the carrying amount of a loan over the fair value of real estate acquired (less costs to sell) is charged to the allowance for loan and lease losses. If the fair
value of OREO acquired exceeds the carrying amount of the loan, the excess is recorded as a gain on initial transfer in OREO expense. The fair value of OREO is generally based on a third party
appraisal or, in certain circumstances, may be based on a combination of an appraised value, broker price opinions and recent sales activity. Declines in the fair value of OREO that occur subsequent
to acquisition are charged to OREO expense in the period in which they are identified. Expenses for holding costs are charged to OREO expense as incurred.

Goodwill and Intangibles

The Company applies the acquisition method of accounting effective January 1, 2009. Previously, acquisitions were accounted for
using the purchase method. Under the acquisition method, the acquiring entity in a business combination recognizes 100 percent of the assets acquired and liabilities assumed, including
contingent consideration, in the transaction at their acquisition date fair values. Management utilizes valuation techniques based on discounted cash flow analysis to determine these fair values. Any
excess of the purchase price over amounts allocated to acquired assets, including identifiable intangible assets, and liabilities assumed is recorded as goodwill. Where amounts allocated to assets
acquired and liabilities assumed is greater than the purchase price, a bargain purchase gain is recognized. Intangible assets include core deposit intangibles and client advisory contract intangibles
(combined, customer-relationship intangibles) originating from acquisitions of financial services firms. Core deposit intangibles are amortized over a range of four to eight years and client advisory
contract intangibles are amortized over various periods ranging from four to 20 years. The weighted-average amortization period for the contract intangibles is 17.2 years.

45

---



Table of Contents

Goodwill
and customer-relationship intangibles are evaluated for impairment at least annually or more frequently if events or circumstances, such as changes in economic or market
conditions, indicate that potential impairment exists. Given the volatility in the current economic environment, goodwill and customer-relationship intangibles are evaluated for impairment on a
quarterly basis. Goodwill is tested for impairment at the reporting unit level. A reporting unit is an operating segment or one level below an operating segment for which discrete financial
information is available and regularly reviewed by management. Fair values of reporting units are determined using methods consistent with current market practices for valuing similar types of
businesses. Valuations are generally based on market multiples of net income or gross revenues combined with an analysis of expected near and long-term financial performance. Management
utilizes market information including market comparables and recent merger and acquisition transactions to validate the reasonableness of its valuations. If the fair value of the reporting unit,
including goodwill, is determined to be less than the carrying amount of the reporting units, a further test is required to measure the amount of impairment. If an impairment loss exists, the carrying
amount of the goodwill is adjusted to a new cost basis. Subsequent reversal of a previously recognized goodwill impairment loss is prohibited.

Impairment
testing of customer-relationship intangibles is performed at the individual asset level. Impairment exists when the carrying amount of an intangible asset is not recoverable
and exceeds its fair value. The carrying amount of an intangible asset is not recoverable when the carrying amount of the asset exceeds the sum of undiscounted cash flows (cash inflows less cash
outflows) associated with the use and/or disposition of the asset. An impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value. The fair value of core
deposit intangibles is determined using market-based core deposit premiums from recent deposit sale transactions. The fair value of client advisory contracts is based on discounted expected future
cash flows. Management makes certain estimates and assumptions in determining the expected future cash flows from customer-relationship intangibles including account attrition, expected lives,
discount rates, interest rates, servicing costs and other factors. Significant changes in these estimates and assumptions could adversely impact the valuation of these intangible assets. If an
impairment loss exists, the carrying amount of the intangible asset is adjusted to a new cost basis. The new cost basis is amortized over the remaining useful life of the asset.

Share-based Compensation Plans

The Company measures the cost of employee services received in exchange for an award of equity instruments, such as stock options or
restricted stock, based on the fair value of the award on the grant date. This cost is recognized in the consolidated statements of income over the vesting period of the award.

The
fair value of each option award is estimated on the date of grant using a Black-Scholes option valuation model into which the Company inputs its assumptions. The Company evaluates
exercise behavior and values options separately for executive and non-executive employees. The Company uses historical data to predict option exercise and employee termination behavior.
Expected volatilities are based on the historical volatility of the Company's stock. The expected term of options
granted is derived from the actual historical exercise activity over the past 20 years and represents the period of time that options granted are expected to be outstanding. The
risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The dividend yield is equal to the dividend
yield of the Company's stock at the time of the grant. As a practice, the exercise price of the Company's stock option grants equals the closing market price of the Company's common stock on the date
of the grant.

The
Company issues restricted stock awards which vest over a five-year period during which time the holder receives dividends and has full voting rights.
Twenty-five percent of the restricted stock awards vest two years from the date of grant, then twenty-five percent vests on each of the next three

46

---



Table of Contents

consecutive
grant anniversary dates. Restricted stock is valued at the closing price of the Company's stock on the date of award.

Income Taxes

The calculation of the Company's income tax provision and related tax accruals requires the use of estimates and judgments. The
provision for income taxes is based on amounts reported in the consolidated statements of income which are adjusted to reflect the permanent and temporary differences in the tax and financial
accounting for certain assets and liabilities.

Deferred
income taxes represent the tax effect of the differences in tax and financial reporting basis arising from temporary differences in accounting treatment. On a quarterly basis,
management evaluates its deferred tax assets to determine if these tax benefits are expected to be realized in future periods. This determination is based on facts and circumstances, including the
Company's current and future tax outlook. To the extent a deferred tax asset is no longer considered "more likely than not" to be realized, a valuation allowance is established.

Accrued
income taxes represent the estimated amounts due to or received from the various taxing jurisdictions where the Company has established a business presence. The balance also
includes a contingent reserve for potential taxes, interest and penalties related to uncertain tax positions. On a quarterly basis, management evaluates the contingent tax accruals to determine if
they are sufficient based on a probability assessment of potential outcomes. The determination is based on facts and circumstances, including the interpretation of existing law, new judicial or
regulatory guidance and the status of tax audits. From time to time, there may be differences in opinion with respect to the tax treatment accorded transactions. If a tax position which was previously
recognized on the financial statements is no longer "more likely than not" to be sustained upon a challenge from the taxing
authorities, the tax benefit from the tax position will be derecognized. The Company recognizes accrued interest and penalties relating to uncertain tax positions as an income tax provision expense.

Derivatives and hedging

As part of its asset and liability management strategies, the Company uses interest-rate swaps to mitigate
interest-rate risk associated with changes to (1) the fair value of certain fixed-rate deposits and borrowings (fair value hedges) and (2) certain cash flows
related to future interest payments on variable rate loans (cash flow hedges). Interest-rate swap agreements involve the exchange of fixed and variable rate interest payments between
counterparties based upon a notional principal amount and maturity date. The Company evaluates the creditworthiness of counterparties prior to entering into derivative contracts, and has established
counterparty risk limits and monitoring procedures to reduce the risk of loss due to nonperformance. The Company recognizes derivatives as assets or liabilities on the consolidated balance sheets at
their fair value. The treatment of changes in the fair value of derivatives depends on the character of the transaction. The Company's interest-rate risk management contracts qualify for
hedge accounting treatment under ASC Topic 815,Derivatives and Hedging.

The
Company documents its hedge relationships, including identification of the hedging instruments and the hedged items, as well as its risk management objectives and strategies for
undertaking the hedge transaction at the time the derivative contract is executed. This includes designating each derivative contract as either (i) a "fair value hedge" which is a hedge of a
recognized asset or liability or (ii) a "cash flow hedge" which hedges a forecasted transaction or the variability of the cash flows to be received or paid related to a recognized asset or
liability. All derivatives designated as fair value or cash flow hedges are linked to specific hedged items or to groups of specific assets and liabilities on the balance sheet.

Both
at inception and at least quarterly thereafter, the Company assesses whether the derivatives used in hedging transactions are highly effective (as defined in the guidance) in
offsetting changes in

47

---



Table of Contents

either
the fair value or cash flows of the hedged item. Retroactive effectiveness is assessed, as well as the continued expectation that the hedge will remain effective prospectively.

For
cash flow hedges, in which derivatives hedge the variability of cash flows (interest payments) on loans that are indexed to U.S. dollar LIBOR or the Bank's prime interest rate, the
effectiveness is assessed prospectively at the inception of the hedge, and prospectively and retrospectively at least quarterly thereafter.

Ineffectiveness
of the cash flow hedges is measured using the hypothetical derivative method described in Derivatives Implementation Group Issue G7,"Measuring
the Ineffectiveness of a Cash Flow Hedge of Interest Rate Risk under Paragraph 30(b) When the Shortcut Method is not Applied."For cash flow hedges, the effective
portion of the changes in the derivatives' fair value is not included in current earnings but is reported as Accumulated other comprehensive income (loss) ("AOCI"). When the cash flows associated with
the hedged item are realized, the gain or loss included in AOCI is recognized on the same line in the consolidated statements of income as the hedged item, i.e., included in Interest income on
loans and leases. Any ineffective portion of the changes of fair value of cash flow hedges is recognized immediately in Other noninterest income in the consolidated statements of income.

For
fair value hedges, the Company uses interest-rate swaps to hedge the fair value of certain certificates of deposit, subordinated debt and other long-term
debt. The certificates of deposit are single maturity, fixed-rate, non-callable, negotiable certificates of deposit. The certificates cannot be redeemed early except in the
case of the holder's death. The interest-rate swaps are executed at the time the deposit transactions are negotiated. Interest-rate swaps are structured so that all key terms
of the swaps match those of the underlying deposit or debt transactions, therefore ensuring there is no hedge ineffectiveness at inception. The Company ensures that the interest-rate swaps
meet the requirements for utilizing the short cut method in accordance with the accounting guidance and maintains appropriate documentation for each interest-rate swap. On a quarterly
basis, fair value hedges are analyzed to ensure that the key terms of the hedged items and hedging instruments remain unchanged, and the hedging counterparties are evaluated to ensure that there are
no adverse developments regarding counterparty default, thus ensuring continuous effectiveness. For fair value hedges, the effective portion of the changes in the fair value of derivatives is
reflected in current earnings, on the same line in the consolidated statements of income as the related hedged item. For both fair value and cash flow hedges, the periodic accrual of interest
receivable or payable on interest rate swaps is recorded as an adjustment to net interest income for the hedged items.

The
Company discontinues hedge accounting prospectively when (i) a derivative is no longer highly effective in offsetting changes in the fair value or cash flows of a hedged item,
(ii) a derivative expires or is sold, terminated or exercised, (iii) a derivative is un-designated as a hedge, because it is unlikely that a forecasted transaction will occur
or (iv) the Company determines that designation of a derivative as a hedge is no longer appropriate. If a fair value hedge derivative instrument is terminated or the hedge designation removed,
the previous adjustments to the carrying amount of the hedged asset or liability would be subsequently accounted for in the same manner as other components of the carrying amount of that asset or
liability. For interest-earning assets and interest-bearing liabilities, such adjustments would be amortized into earnings over the remaining life of the respective asset or liability. If a cash flow
derivative instrument is terminated or the hedge designation is removed, related amounts reported in other comprehensive income are reclassified into earnings in the same period or periods during
which the hedged forecasted transaction affects earnings.

The
Company also offers various derivative products to clients and enters into derivative transactions in due course. These transactions are not linked to specific Company assets or
liabilities in the consolidated balance sheets or to forecasted transactions in a hedge relationship and, therefore, do not qualify for hedge accounting. The contracts are
marked-to-market each reporting period with changes in fair value recorded as part of Other noninterest income in the consolidated statements of income. Fair values are
determined from verifiable third-party sources that have considerable

48

---



Table of Contents

experience
with the derivative markets. The Company provides client data to the third party source for purposes of calculating the credit valuation component of the fair value measurement of client
derivative contracts.

The
Company enters into foreign currency option contracts with clients to assist them in hedging their economic exposures arising out of foreign-currency denominated commercial
transactions. Foreign currency options allow the counterparty to purchase or sell a foreign currency at a specified date and price. These option contracts are offset by paired trades with third-party
banks. The Company also takes proprietary currency positions within risk limits established by the Company's Asset/Liability Management Committee. Both the realized and unrealized gains and losses on
foreign exchange contracts are recorded in Other noninterest income in the consolidated statements of income.

RECENT DEVELOPMENTS

Continued recessionary conditions have negatively impacted the Company during 2009. California and Nevada, in particular, experienced
declines in real estate values, rising unemployment rates and sluggish consumer spending. The weak economy, extraordinarily low interest rates, continuing credit costs, higher FDIC cost for all banks,
and dividends on preferred stock held by the Treasury had a negative impact on 2009 earnings. Continued market volatility and illiquid market conditions during 2009 resulted in the Company recognizing
impairments in its available-for-sale securities portfolio. Refer to "Item 1ARisk Factors" for further discussion of business and economic conditions.

On
July 21, 2009, the Company acquired a majority interest in LMCG, a Boston-based investment firm that manages assets for corporations, pensions, endowments and affluent
households. LMCG was merged with Independence Investments, a Boston-based institutional asset management firm in which the Company holds a majority interest. The combined company operates under the
Lee Munder Capital Group name and as an affiliate of Convergent Capital Management LLC, the Chicago-based asset management holding company that the Company acquired in 2003.

On
November 13, 2009, the Company acquired a branch banking office in San Jose, California from another financial institution. Excluding acquisition accounting adjustments, the
Company acquired approximately $34.6 million in deposits and $8.6 million in loans.

On
December 18, 2009, the Company acquired the banking operations of ICB in a purchase and assumption agreement with the FDIC. Excluding acquisition accounting adjustments, the
Company acquired approximately $3.25 billion in assets, $2.38 billion in loans and $2.08 billion in deposits. The acquired loans and other real estate owned are subject to a
loss-sharing agreement with the FDIC.

The
Company further strengthened its capital position in 2009. In May 2009, the Company raised $120 million in Tier 1 capital through a common equity
offeringits first since 1993. During the third quarter of 2009, the Company completed the sale of approximately $180 million of subordinated debt that qualifies as Tier 2
capital, and in December 2009, raised $250 million of Tier 1 capital through a trust preferred securities offering.

The
Company has extended through June 30, 2010 its participation in the FDIC Transaction Account Guarantee Program. Under this FDIC program, all non-interest bearing
transaction accounts and certain interest bearing checking accounts where the interest rate cannot exceed 0.50 percent are fully guaranteed by the FDIC for the full amount in the account.
Coverage under this program is in addition to and separate from the coverage available under the FDIC's general deposit insurance rules.

On
December 30, 2009, the Company repurchased $200 million of the preferred securities that it had sold to the Treasury in the fourth quarter of 2008. The Company expects
to repurchase the remaining shares in 2010, subject to regulatory approval.

49

---



Table of Contents

2009 HIGHLIGHTS



50

---



Table of Contents



OUTLOOK

While business conditions remain challenging, the Company's management anticipates increased profitability in 2010. Asset quality has
recently shown signs of improvement, and the Company expects net charge-offs to gradually subside this year, though other real estate owned expense will increase from 2009. The Company
expects interest rates to remain low as the economy continues its slow recovery.

RESULTS OF OPERATIONS

Summary

A summary of the Company's results of operations on a fully taxable-equivalent basis for each of the last five years ended
December 31 follows:

Increase
(Decrease)



Increase
(Decrease)Year Ended December 31,Year
Ended
2009

Year
Ended
2008(in thousands,
except per share amounts) (1)

Amount

%

Amount

%

2007

2006

2005Interest income (2)

$
723,661

$
(77,515
)

(10
)
$
801,176

$
(109,678
)

(12
)
$
910,854

$
841,755

$
730,937Interest expense


85,024


(99,768
)

(54
)

184,792


(101,037
)

(35
)

285,829


220,405


106,125Net interest income


638,637


22,253


4


616,384


(8,641
)

(1
)

625,025


621,350


624,812Provision for credit losses


285,000


158,000


124


127,000


107,000


535


20,000


(610
)

Noninterest income


290,515


23,531


9


266,984


(36,218
)

(12
)

303,202


242,370


210,368Noninterest expense:Staff expense


320,949


(36,066
)

(10
)

357,015


25,924


8


331,091


295,151


263,398Other expense


259,179


28,431


12


230,748


26,908


13


203,840


180,895


174,780Total


580,128


(7,635
)

(1
)

587,763


52,832


10


534,931


476,046


438,178Income before income taxes


64,024


(104,581
)

(62
)

168,605


(204,691
)

(55
)

373,296


388,284


397,002Income taxes


(1,886
)

(43,669
)

(105
)

41,783


(83,191
)

(67
)

124,974


133,363


141,821Less: Adjustments (2)


13,861


(2,627
)

(16
)

16,488


(265
)

(2
)

16,753


15,440


14,771Net income

$
52,049


(58,285
)

(53
)
$
110,334


(121,235
)

(52
)
$
231,569

$
239,481

$
240,410Less: Net income attributable to noncontrolling interest


710


(4,668
)

(87
)

5,378


(3,478
)

(39
)

8,856


5,958


5,675Net income attributable to City National Corporation

$
51,339


(53,617
)

(51
)
$
104,956


(117,757
)

(53
)
$
222,713

$
233,523

$
234,735Less: Dividends and accretion on preferred stock


25,903


23,458


959


2,445


2,445


NM








Net income available to common shareholders

$
25,436

$
(77,075
)

(75
)
$
102,511

$
(120,202
)

(54
)
$
222,713

$
233,523

$
234,735Net income per common share, diluted

$
0.50

$
(1.61
)

(76
)
$
2.11

$
(2.39
)

(53
)
$
4.50

$
4.65

$
4.58


(1)Certain
prior period balances have been reclassified to conform to the current period presentation.(2)Includes
amounts to convert nontaxable income to a fully taxable-equivalent yield. To compare tax-exempt asset yields to taxable yields, amounts
are adjusted to pre-tax equivalents based on the applicable statutory tax rate.NMNot
Meaningful


51

---



Table of Contents




Net Interest Income

Net interest income is the difference between interest income (which includes yield-related loan fees) and interest expense. Net
interest income on a fully taxable-equivalent basis expressed as a percentage of average total earning assets is referred to as the net interest margin, which represents the average net effective
yield on earning assets.

52

---



Table of Contents

The following table presents the components of net interest income on a fully taxable-equivalent basis for the last five years:

Net Interest Income Summary

2009

2008(in thousands)

Average
Balance

Interest
income/
expense (1)(4)

Average
interest
rate

Average
Balance

Interest
income/
expense (1)(4)

Average
interest
rateAssets (2)Interest-earning assetsLoans and leasesCommercial

$
4,701,386

$
199,647


4.25
%
$
4,662,641

$
252,911


5.42
%Commercial real estate mortgages


2,171,353


121,515


5.60


2,057,459


134,511


6.54Residential mortgages


3,481,227


192,774


5.54


3,293,166


184,818


5.61Real estate construction


1,094,332


37,154


3.40


1,406,181


76,039


5.41Equity lines of credit


674,459


23,417


3.47


503,428


22,340


4.44Installment


173,862


8,842


5.09


165,840


9,841


5.93Total loans and leases, excluding covered loans (3)


12,296,619


583,349


4.74


12,088,715


680,460


5.63Covered loans


66,470


4,052


6.10








0.00Total loans and leases


12,363,089


587,401


4.75


12,088,715


680,460


5.63Due from banksinterest-bearing


361,571


1,486


0.41


96,872


1,896


1.96Federal funds sold and securities purchased under resale agreements


186,123


264


0.14


10,037


161


1.61Securities available-for-sale


3,234,303


130,213


4.03


2,292,932


112,437


4.90Trading securities


92,932


831


0.89


105,353


1,925


1.83FDIC indemnification asset


14,578


723


4.96








0.00Other interest-earning assets


77,469


2,743


3.54


76,258


4,297


5.63Total interest-earning assets


16,330,065


723,661


4.43


14,670,167


801,176


5.46Allowance for loan and lease losses


(254,610
)







(178,587
)Cash and due from banks


320,010








370,468Other non-earning assets


1,316,030








1,166,773Total assets

$
17,711,495







$
16,028,821Liabilities and Equity (2)Interest-bearing depositsInterest checking accounts

$
1,540,496

$
3,980


0.26

$
851,029

$
5,688


0.67Money market accounts


4,084,090


32,068


0.79


3,760,516


72,212


1.92Savings deposits


239,441


1,590


0.66


137,779


556


0.40Time depositsunder $100,000


239,680


3,222


1.34


220,259


6,695


3.04Time deposits$100,000 and over


1,303,174


19,569


1.50


1,299,462


37,840


2.91Total interest-bearing deposits


7,406,881


60,429


0.82


6,269,045


122,991


1.96Federal funds purchased and securities sold under repurchase agreements


414,672


8,292


2.00


1,098,731


27,591


2.51Other borrowings


542,521


16,303


3.01


1,068,491


34,210


3.20Total interest-bearing liabilities


8,364,074


85,024


1.02


8,436,267


184,792


2.19Noninterest-bearing deposits


6,945,017








5,630,597Other liabilities


241,482








255,865Total equity


2,160,922








1,706,092Total liabilities and equity

$
17,711,495







$
16,028,821Net interest spread








3.41
%







3.27
%Fully taxable-equivalent net interest and dividend income




$
638,637







$
616,384Net interest margin








3.91
%







4.20
%Less: Dividend income included in other income





2,743








4,297Fully taxable-equivalent net interest income




$
635,894







$
612,087


---

53

---



Table of Contents

Net Interest Income Summary

2007

2006

2005Average
Balance

Interest
income/
expense (1)(4)

Average
interest
rate

Average
Balance

Interest
income/
expense (1)(4)

Average
interest
rate

Average
Balance

Interest
income/
expense (1)(4)

Average
interest
rate$
4,279,523

$
310,869


7.26
%
$
3,882,466

$
268,364


6.91
%
$
3,306,277

$
202,672


6.13
%1,878,671


136,446


7.26


1,786,024


133,429


7.47


1,836,904


132,245


7.203,020,316


166,823


5.52


2,764,599


147,573


5.34


2,481,122


129,314


5.211,291,708


110,483


8.55


955,456


84,462


8.84


749,911


56,930


7.59404,493


30,456


7.53


364,744


27,938


7.66


298,751


18,029


6.03182,700


13,539


7.41


195,074


14,760


7.57


202,393


14,022


6.9311,057,411


768,616


6.95


9,948,363


676,526


6.80


8,875,358


553,212


6.23





0.00








0.00








0.0011,057,411


768,616


6.95


9,948,363


676,526


6.80


8,875,358


553,212


6.2388,787


2,604


2.93


54,843


1,161


2.12


46,705


452


0.9713,066


686


5.25


30,417


1,525


5.01


50,287


1,617


3.222,757,304


131,218


4.76


3,438,002


157,208


4.57


3,990,687


171,985


4.3176,185


3,959


5.20


50,003


2,803


5.61


37,645


1,396


3.71





0.00








0.00








0.0061,370


3,771


6.14


46,627


2,532


5.43


46,562


2,275


4.8914,054,123


910,854


6.48


13,568,255


841,755


6.20


13,047,244


730,937


5.60(157,012
)







(157,433
)







(150,303
)423,526








428,742








443,8281,050,127








875,948








820,472$
15,370,764







$
14,715,512







$
14,161,241$
784,293

$
4,739


0.60

$
758,164

$
2,427


0.32

$
828,530

$
1,067


0.133,654,508


111,827


3.06


3,303,373


76,293


2.31


3,557,633


43,880


1.23147,764


715


0.48


168,853


685


0.41


196,590


540


0.27240,388


9,518


3.96


183,972


6,355


3.45


183,888


3,034


1.651,876,184


87,881


4.68


1,721,292


73,264


4.26


1,013,486


27,524


2.726,703,137


214,680


3.20


6,135,654


159,024


2.59


5,780,127


76,045


1.32662,928


32,491


4.90


541,671


26,463


4.89


278,576


8,583


3.08644,633


38,658


6.00


627,409


34,918


5.57


533,755


21,497


4.038,010,698


285,829


3.57


7,304,734


220,405


3.02


6,592,458


106,125


1.615,533,246








5,734,273








5,998,712238,340








210,779








170,9051,588,480








1,465,726








1,399,166$
15,370,764







$
14,715,512







$
14,161,2412.91
%







3.18
%







3.99
%$
625,025







$
621,350







$
624,8124.45
%







4.58
%







4.79
%3,771








2,532








2,275$
621,254







$
618,818







$
622,537


54

---



Table of Contents

Net interest income is impacted by the volume (changes in volume multiplied by prior rate), interest rate (changes in rate multiplied by prior volume) and mix of
interest-earning assets and interest-bearing liabilities. The following table shows changes in net interest income on a fully taxable-equivalent basis between 2009 and 2008, as well as between 2008
and 2007 broken down between volume and rate:

Changes In Net Interest Income

2009 vs 2008

2008 vs 2007Increase (decrease)
due to



Increase (decrease)
due toNet
increase
(decrease)

Net
increase
(decrease)(in thousands)

Volume

Rate

Volume

RateInterest earned on:Total loans and leases (1)

$
15,178

$
(108,237
)
$
(93,059
)
$
67,106

$
(155,262
)
$
(88,156
)Securities available-for-sale


40,262


(22,486
)

17,776


(22,562
)

3,781


(18,781
)Due from banksinterest-bearing


2,012


(2,422
)

(410
)

219


(927
)

(708
)Trading securities


(204
)

(890
)

(1,094
)

1,151


(3,185
)

(2,034
)Federal funds sold and securities purchased under resale agreements


379


(276
)

103


(132
)

(393
)

(525
)Other interest-earning assets (2)


773


(1,604
)

(831
)

858


(332
)

526Total interest-earning assets

$
58,400

$
(135,915
)
$
(77,515
)
$
46,640

$
(156,318
)
$
(109,678
)Interest paid on:Interest checking deposits


3,002


(4,710
)

(1,708
)

400


549


949Money market deposits


5,720


(45,864
)

(40,144
)

3,158


(42,773
)

(39,615
)Savings deposits


550


484


1,034


(46
)

(113
)

(159
)Time deposits


666


(22,410
)

(21,744
)

(23,111
)

(29,753
)

(52,864
)Other borrowings


(31,639
)

(5,567
)

(37,206
)

33,862


(43,210
)

(9,348
)Total interest-bearing liabilities

$
(21,701
)
$
(78,067
)
$
(99,768
)
$
14,263

$
(115,300
)
$
(101,037
)$
80,101

$
(57,848
)
$
22,253

$
32,377

$
(41,018
)
$
(8,641
)


---

Comparison of 2009 with 2008

Net interest income increased to $624.8 million for 2009 from $599.9 million for 2008. The increase in net interest
income was primarily a result of lower funding costs
in 2009. Interest expense on deposits was $60.4 million in 2009 compared to $123.0 million in 2008, a 51 percent decrease, and was a result of declining interest rates, partially
offset by an 18 percent increase in average interest-bearing deposit balances from 2008 to 2009. Interest expense on borrowings decreased to $24.6 million in 2009 compared to
$61.8 million in 2008 and was due to lower average balances on federal funds purchased and other short-term borrowings in 2009. In addition to lower funding costs, interest income
on loans declined from $676.4 million in 2008 to $583.5 million in 2009 as a result of declining interest rates and low levels of loan growth, not including loans assumed from the
acquisition of ICB on December 18, 2009. The Company's average prime rate for 2009 decreased by 184 basis points to 3.25 percent compared with the prior year. The net settlement of
interest-rate swaps increased interest income by $27.5 million for 2009 and increased interest income by $12.8 million for 2008. The favorable impact of
interest-rate swaps on net interest income compared with the prior year only partially offset the impact of lower rates on loan yields. Interest income recovered on charged-off
loans was $1.0 million for 2009 compared with $1.2 million in 2008.

Fully
taxable-equivalent net interest income, which includes amounts to convert nontaxable income to fully taxable-equivalent amounts, increased to $635.9 million for 2009
compared with $612.1 million

55

---



Table of Contents

for
2008. The average yield on earning assets decreased to 4.43 percent, or by 103 basis points, for 2009 compared with 5.46 percent for 2008. The average cost of interest-bearing
liabilities decreased to 1.02 percent, or by 117 basis points, from 2.19 percent for 2008. The fully taxable net interest margin declined to 3.91 percent for 2009 from
4.20 percent for 2008. Lower funding costs and growth in noninterest-bearing deposits reduced the impact of the 103 basis point decrease in the yield on earning assets compared with the prior
year. The $80.1 million increase in net interest income was generated through loan and securities growth as well as a decline in borrowings (volume variance) and was partially offset by
$57.8 million decrease in net interest income due to declining rates earned on interest-earning assets and paid on interest-bearing liabilities (rate variance).

Average
loans and leases, excluding covered loans, grew to $12.30 billion, a 2 percent increase from average loans and leases of $12.09 billion for 2008. Average
commercial loans were virtually unchanged from 2008. Average commercial real estate mortgages grew 6 percent from prior year. Average residential mortgage loans, nearly all of which are made to
the Company's private banking clients, increased 6 percent from 2008. Average construction loans, which decreased 22 percent from prior year, are a portfolio that is diverse in terms of
geography and product type. It consists primarily of recourse loans to well-established real estate developers and is generally located in established urban markets. Most of these
developers are clients with whom the Company has significant long-term relationships.

Average
total securities in 2009 were $3.33 billion, an increase of $929.0 billion, or 39 percent, from 2008.

Average
core deposits, which continued to provide substantial benefits to the Bank's cost of funds, increased 23 percent to $13.05 billion from $10.60 billion for
2008. Average core deposits, which do not
include certificates of deposit of $100,000 or more, represented 91 percent of the total average deposit base for the year. Included in core deposits are Treasury Services deposits, which
consist primarily of title, escrow and property management deposits, averaged $944.9 million, up $3.9 million from 2008.

Average
interest-bearing core deposits increased to $6.10 billion in 2009 from $4.97 billion in 2008, an increase of $1.13 billion, or 23 percent. Average
noninterest-bearing deposits increased to $6.95 billion in 2009 from $5.63 billion in 2008, an increase of $1.31 billion, or 23 percent. Average time deposits in
denominations of $100,000 or more in 2009 and 2008 were $1.30 billion.

Comparison of 2008 with 2007

Net interest income declined to $599.9 million for 2008 from $608.3 million for 2007. The decline in net interest income
was largely due to the significant decline in interest rates compared with the prior year. In particular, the Company's average prime rate for 2008 decreased by 296 basis points to 5.09 percent
compared with the prior year. The net settlement of interest-rate swaps increased interest income by $12.8 million for 2008 and increased interest expense by $5.4 million for
2007. The favorable impact of interest-rate swaps on net interest income compared with the prior year only partially offset the impact of lower rates on loan yields. Approximately $3.8 million
of the reduction in net interest income for 2008 was attributable to the increase in nonaccrual loans compared with the prior year. Interest income recovered on charged-off loans was
$1.2 million for 2008 compared with $1.7 million in 2007.

Fully
taxable-equivalent net interest income, which includes amounts to convert nontaxable income to fully taxable-equivalent amounts, decreased to $612.1 million for 2008
compared with $621.3 million for 2007. The average yield on earning assets decreased to 5.46 percent, or by 102 basis points, for 2008 compared with 6.48 percent for 2007. The
average cost of interest-bearing liabilities decreased to 2.19 percent, or by 138 basis points, from 3.57 percent for 2007. The fully taxable net interest margin declined to
4.20 percent for 2008 from 4.45 percent for 2007. The $41.0 million reduction in net interest income due to the decline in the rates earned on interest-earning assets and paid on
interest-

56

---



Table of Contents

bearing
liabilities (rate variance) was partially offset by a $32.4 million increase in net interest income generated through loan growth (volume variance).

Average
loans and leases for 2008 increased to $12.09 billion, a 9 percent increase from average loans and leases of $11.06 billion for 2007. Loan growth was led by
a 9 percent increase in commercial real estate and construction loans to $3.46 billion, and a 9 percent increase in commercial loans to $4.66 billion compared with 2007. In
addition, average single-family residential loans increased 9 percent from the prior year.

Average
total securities in 2008 were $2.40 billion, a decrease of $435.2 million, or 15 percent, from 2007.

Average
core deposits, which continued to provide substantial benefits to the Bank's cost of funds, increased 2 percent to $10.60 billion from $10.36 billion for
2007. Average core deposits, which do not include certificates of deposit of $100,000 or more, represented 89.1 percent of the total average deposit base for the year. Average Treasury Services
deposits were $0.94 billion in 2008, compared with $1.19 billion in 2007, a decrease of 21 percent, due to a decline in residential and commercial real estate activity.

Average
interest-bearing core deposits increased to $4.97 billion in 2008 from $4.83 billion in 2007, an increase of $142.6 million, or 3 percent. Average
noninterest-bearing deposits increased to $5.63 billion in 2008 from $5.53 billion in 2007, an increase of $97.4 million, or 2 percent. Average time deposits in
denominations of $100,000 or more decreased by $576.7 million, or 31 percent, to $1.30 billion, between 2007 and 2008.

Provision for Credit Losses

The Company accounts for the credit risk associated with lending activities through its allowance for loan and lease losses, reserve
for off-balance sheet credit commitments and provision for credit losses. The provision for credit losses is the expense recognized in the consolidated statements of income to adjust the
allowance and the reserve for off-balance sheet commitments to the levels deemed appropriate by management, as determined through its application of the Company's allowance methodology
procedures. See "Critical Accounting Policies" on page 44.

The
Company recorded expense of $285.0 million, $127.0 million and $20.0 million through the provision for credit losses in 2009, 2008 and 2007, respectively. The
provision recorded in 2009 reflects management's continuing assessment of the credit quality of the Company's portfolio, which is affected by a broad range of economic factors. Additional factors
affecting the provision include net loan charge-offs, nonaccrual loans, specific reserves, risk rating migration and changes in the portfolio size. See "Balance Sheet
AnalysisAsset QualityAllowance for Loan and Lease Losses and Reserve for Off-Balance Sheet Credit Commitments" for further information on factors considered by
the Company in assessing the credit quality of the loan portfolio and establishing the allowance for loan and lease losses.

Total
nonaccrual loans were $388.7 million at December 31, 2009, up from $211.1 million at December 31, 2008, but down from $408.3 million at
September 30, 2009. The majority of new nonaccrual loans were in the commercial, commercial real estate mortgages and real estate construction portfolios. Total
nonperforming assets, excluding covered OREO, were $442.0 million, or 3.62 percent of total loans and leases and OREO, excluding covered assets, at December 31, 2009. This
compares with $222.5 million, or 1.79 percent, at the end of 2008.

Net
loan charge-offs totaled $225.9 million for the year ended December 31, 2009 compared with net loan charge-offs of $68.5 million and
$8.5 million for the years ended December 31, 2008 and 2007, respectively. The increase in net charge-offs in 2009 occurred primarily in the Company's commercial and real
estate construction loan portfolios.

57

---



Table of Contents

Covered
loans represent loans acquired from the FDIC that are subject to a loss sharing agreement, and are accounted for as acquired impaired loans under ASC 310-30. Under
ASC 310-30, there were no acquired impaired loans on nonaccrual status and no allowance for loan and lease loss or provision expense associated with these loan balances as of
December 31, 2009. The Company did not recognize any charge-offs or recoveries in the acquired impaired loan portfolio during 2009.

The
Company has not originated nor purchased subprime or option adjustable-rate mortgages.

Credit
quality will be influenced by underlying trends in the economic cycle, particularly in California and Nevada, and other factors which are beyond management's control.
Consequently, no assurances can be given that the Company will not sustain loan or lease losses, in any particular period, that are sizable in relation to the allowance for loan and lease losses.

Noninterest Income

Noninterest income for the year totaled $290.5 million, an increase of $23.5 million, or 9 percent, from 2008.
Noninterest income decreased $36.2 million, or 12 percent, between 2008 and 2007. Noninterest income represented 32 percent of total revenues in 2009, compared with
31 percent and 33 percent in 2008 and 2007, respectively.

A
breakdown of noninterest income by category is provided in the table below:

Analysis of Changes in Noninterest Income

Increase
(Decrease)



Increase
(Decrease)(in millions)

2009

Amount

%

2008

Amount

%

2007Trust and investment fees

$
117.1


(15.1
)

(11.4
)
$
132.2


(8.5
)

(6.0
)
$
140.7Brokerage and mutual fund fees


27.9


(45.5
)

(62.0
)

73.4


13.1


21.7


60.3Total wealth management fees


145.0


(60.6
)

(29.5
)

205.6


4.6


2.3


201.0Cash management and deposit transaction fees


51.7


3.4


7.0


48.3


13.0


36.8


35.3International services fees


31.0


(1.5
)

(4.6
)

32.5


2.1


6.9


30.4Bank-owned life insurance


3.0


0.2


7.1


2.8


0.1


3.7


2.7Other noninterest income


22.4


(6.6
)

(22.8
)

29.0


(0.2
)

(0.7
)

29.2Total noninterest income before gain (loss)


253.1


(65.1
)

(20.5
)

318.2


19.6


6.6


298.6Impairment loss on securities


(16.4
)

32.9


66.7


(49.3
)

(49.3
)

NM


Gain (loss) on sale of securities


14.3


15.8


1,053.3


(1.5
)

(0.1
)

(7.1
)

(1.4
)Gain on acquisition


38.2


38.2


NM








NM


Gain (loss) on sale of other assets


1.3


1.7


425.0


(0.4
)

(6.4
)

(106.7
)

6.0Total noninterest income

$
290.5

$
23.5


8.8

$
267.0


(36.2
)

(11.9
)
$
303.2


---

Wealth Management

The Company provides various trust, investment, brokerage and wealth advisory services to its individual and business clients. The
Company delivers these services through the Bank's wealth management division as well as through its wealth management affiliates. Trust services are provided only by the Bank. Trust and investment
fee revenue includes fees from trust, investment and asset management, and other wealth advisory services. A portion of these fees is based on the market value of client assets managed, advised,
administered or held in custody. The remaining portion of these fees is based on the specific service provided, such as estate and financial planning services, or may be fixed fees. For those fees
based on market valuations, the mix of assets held in client accounts, as well as the type of managed account, impacts how closely changes in trust and investment fee income correlate with changes in
the financial markets. Changes in market valuations are reflected in fee income

58

---



Table of Contents

primarily
on a trailing-quarter basis. Trust and investment fees were $117.1 million, a decrease of 11 percent from 2008 primarily as a result of lower market valuations. Money market
mutual fund and brokerage fees were $27.9 million, down 62 percent from $73.4 million for 2008, due to historically low short-term interest rates. Additionally,
brokerage fees declined from the year-ago period, reflecting reduced spreads and trading activity.

Assets
under management ("AUM") include assets for which the Company makes investment decisions on behalf of its clients and assets under advisement for which the Company receives
advisory fees from its clients. Assets under administration ("AUA") are assets the Company holds in a fiduciary capacity or for which it provides non-advisory services. The table below
provides a summary of AUM and AUA:

December 31,%
Change(in millions)

2009

2008Assets Under Management

$
35,239

$
30,782


14Assets Under AdministrationBrokerage


4,733


5,600


(15
)Custody and other fiduciary


15,147


11,138


36Subtotal


19,880


16,738


19Total assets under management or administration (1)(2)

$
55,119

$
47,520


16


---

AUM
increased 14 percent and assets under management or administration increased 16 percent from December 31, 2008. The increase in AUM was primarily due to higher
equity market values and the acquisition of LMCG, which added $3.36 billion of assets under management at the date of acquisition, but was offset by a decrease in AUM as a result of the
deconsolidation of a wealth management affiliate during the fourth quarter of 2009.

A
distribution of AUM by type of investment is provided in the following table:

Investment (1)(2)

% of AUM
December 31,
2009

% of AUM
December 31,
2008Equities


32
%

27
%U.S. fixed income


27


22Cash and cash equivalents


21


33Other (3)


20


18100
%

100
%


---

59

---



Table of Contents

The
mix of assets for 2009 has changed from prior year due to an increase in equity investments as a result of the LMCG acquisition and increases in the market value of equities.
Additionally, an increase in fixed income investments can be attributed to a shift of assets to more conservative asset allocations, and a decrease in cash and cash equivalents occurred as clients
shifted funds to high quality assets and insured bank deposit accounts.

Other Noninterest Income

Cash management and deposit transaction fees for 2009 were $51.7 million, up 7 percent from 2008, compared with a
37 percent increase in 2008 from 2007. The growth in deposit-related fee income from the prior year is due to the sale of additional cash management services and the impact of declining
interest rates on compensating deposit balances. The lower rates increased deposit service charge income.

International
services income for 2009 was $31.0 million, down 4 percent from 2008. In 2008, international services income increased $2.1 million, or
7 percent, over 2007. International services income includes foreign exchange fees, fees on commercial letters of credit and standby letters of credit, foreign collection fees and gains and
losses associated with fluctuations in foreign currency exchange rates. The decrease in 2009 reflects the impact of the slowdown in the global economy on the demand for services compared to the
increase in 2008 from 2007 which reflects the growth in demand for both foreign exchange services and letters of credit during that period of time.

Other
income was $22.5 million in 2009 compared to $29.0 million in 2008. The decrease was due primarily to lower valuations on certain trading securities as well as
impairment losses of $3.7 million on private equity investments and a $2.1 million loss on the deconsolidation of a wealth management affiliate.

Impairment
loss on available-for-sale securities was $16.4 million in 2009, a decrease from $49.3 million in 2008. There was no impairment loss
recognized in 2007. Significant losses were recognized in 2008 due to unprecedented disruptions in the financial markets. Continued market volatility and illiquid market conditions resulted in the
recognition of additional impairments in the Company's securities portfolio during 2009, but market improvements have resulted in lower impairment charges in the current year. See "Balance Sheet
AnalysisSecurities" for further discussion of impairment loss on available-for-sale securities.

The
Company recognized $14.3 million of net gains on the sale of available-for-sale securities in 2009, compared to $1.5 million and
$1.4 million of net losses on the sale of available-for-sale securities in 2008 and 2007, respectively.

The
Company recognized a $38.2 million pre-tax gain on the FDIC-assisted acquisition of ICB.

Net
gain on the sale of other assets was $1.3 million in 2009 compared to a loss on sale of other assets of $0.4 million in 2008. The 2009 amount relates mostly to gains
recognized on sale of other real estate owned. Gain on sale of other assets for 2007 included a $5.1 million gain on the recovery of an investment in liquidation and a $0.6 million gain
on the sale of an insurance policy.

Noninterest Expense

Noninterest expense was $580.1 million in 2009, a decrease of $7.6 million, or 1 percent, from 2008. Noninterest
expense increased $52.8 million, or 10 percent, in 2008 over 2007. The decrease from 2008 to 2009 was due primarily to lower personnel costs, reduced incentive compensation and a salary
freeze, offset by higher FDIC costs, legal fees and OREO expense. The increase from 2007 to 2008 was largely due to a $9.4 million impairment of a contract intangible asset associated with an
investment management affiliate, additional FDIC premiums, $1.6 million of legal settlement relating to licensing

60

---



Table of Contents

of
check imaging and processing technology, and acquisitions of Business Bank of Nevada and Convergent Wealth during 2007.

The
following table provides a summary of noninterest expense by category:

Analysis of Changes in Noninterest Expense

Increase
(Decrease)



Increase
(Decrease)(in millions) (1)

2009

Amount

%

2008

Amount

%

2007Salaries and employee benefits

$
320.9

$
(36.1
)

(10.1
)
$
357.0

$
25.9


7.8

$
331.1All Other:Net occupancy of premises


50.4


0.9


1.8


49.5


6.0


13.8


43.5Legal and professional fees


36.3


3.5


10.7


32.8


(3.2
)

(8.9
)

36.0Information services


27.8


0.8


3.0


27.0


3.6


15.4


23.4Depreciation and amortization


26.2


4.0


18.0


22.2


1.3


6.2


20.9Marketing and advertising


20.1


(2.8
)

(12.2
)

22.9


1.1


5.0


21.8Office services and equipment


15.0


(0.6
)

(3.8
)

15.6


0.1


0.6


15.5Amortization of intangibles


7.4


(10.3
)

(58.2
)

17.7


8.8


98.9


8.9Other real estate owned


8.0


7.4


1,233.3


0.6


0.6


NM


FDIC assessments


28.1


21.9


353.2


6.2


4.7


313.3


1.5Other operating


39.9


3.6


9.9


36.3


4.0


12.4


32.3Total all other


259.2


28.4


12.3


230.8


27.0


13.2


203.8Total noninterest expense

$
580.1

$
(7.7
)

(1.3
)
$
587.8

$
52.9


9.9

$
534.9


---

Salaries and employee benefits expense decreased to $320.9 million, or 10 percent in 2009 from $357.0 million in 2008
primarily due to a reduction in incentive compensation and personnel costs, along with a salary freeze. Salaries and employee benefits expense for 2009 includes $14.4 million related to
share-based compensation plans compared with $14.7 million for 2008 and $13.9 million for 2007. Salaries and employee benefits expense increased 8 percent in 2008 from 2007
largely due to the acquisition of Convergent Wealth in May 2007, higher performance-based compensation costs and staffing increases from the previous year. Full-time equivalent staff
increased to 3,017 at December 31, 2009 from 2,989 at December 31, 2008 and 2,914 at December 31, 2007, due primarily to the ICB acquisition.

The
remaining noninterest expense categories increased $28.4 million or 12 percent, between 2008 and 2009. The increase is primarily attributable to higher FDIC costs,
which grew $21.9 million from 2008, due to higher assessment rates and higher deposit levels. Total FDIC costs for 2009 also included the Company's $8.0 million share of a special
assessment levied against all FDIC-insured deposits. Legal and professional expenses increased 11 percent due primarily to $2.0 million of transaction costs related to the
ICB acquisition and higher OREO-related legal expenses. Other real estate owned expenses was $8.0 million in 2009 compared to $0.6 million in prior year due to increased OREO
activity. Other operating expenses grew 10 percent from prior year and included a $1.3 million lease write-off relating to an affiliate.

The
remaining noninterest expense categories increased $27.0 million, or 13 percent, between 2007 and 2008 largely due to increased occupancy costs and information services
expenses related to the acquisition of Convergent Wealth, rent increases, new office locations and new software and systems. The amortization of intangible assets, which include customer-relationship
intangibles, increased significantly due to a $9.4 million impairment of a contract intangible asset in 2008.

61

---



Table of Contents

Net income attributable to noncontrolling interest (formerly minority interest expense), representing noncontrolling ownership interests in the net income of
affiliates, decreased to $0.7 million in 2009, from $5.4 million in 2008 and $8.9 million in 2007. The decrease was primarily due to declining income of the Company's
majority-owned wealth-management affiliates.

Segment Operations

The Company's reportable segments are Commercial and Private Banking, Wealth Management and Other. For a more complete description of
the segments, including summary financial information, see Note 22 on of the Notes to Consolidated Financial Statements.

Commercial and Private Banking

Comparison of 2009 to 2008

Net
income for the Commercial and Private Banking segment decreased by $143.0 million, or 92 percent, to $12.4 million for 2009 from
$155.4 million for 2008. The decrease in net income for 2009 compared with the prior year was the result of a higher provision for credit losses and lower noninterest income. Refer to
page 57 of this report for further discussion of the provision for credit losses. Net interest income decreased to $620.0 million for 2009 from $639.9 million for 2008. The
favorable impact of loan growth on current year net interest income was offset by a lower net interest margin which has been impacted by historically low interest rates. Average loan balances
increased to $12.30 billion for 2009 from $12.01 billion for 2008. Average deposits grew by 21 percent to $13.11 billion for 2009 from $10.87 billion for the
previous year. Deposit growth occurred across all major deposit categories. Noninterest income declined 16 percent to $158.5 million for 2009 from $187.6 million for 2008.
Increases in cash management and deposit transaction fees associated with the growth in deposits and increased demand for cash management services was offset by lower trust and investment fees and
lower brokerage and mutual fund fees compared with the prior year. Noninterest expense, including depreciation and amortization, declined to $472.1 million for 2009 from $475.7 million
for 2008. Reductions in personnel costs and the impact of other cost containment efforts offset higher FDIC insurance premiums, OREO expense and legal fees in 2009.

Comparison of 2008 to 2007

Net
income for the Commercial and Private Banking segment decreased by $47.8 million, or 24 percent, to $155.4 million for 2008 from
$203.2 million for 2007. The decrease in net income for 2008 compared to the year earlier is primarily due to the higher provision for credit losses. Refer to page 57 of this report for
further discussion of the provision for credit losses. Net interest income increased to $639.9 million for 2008 from $623.6 million for 2007. The increase in net interest income from the
prior year was driven by loan growth across all major loan categories. Loan growth offset the impact of decreases in the prime rate and net interest margin compared with the previous year. Average
loan balances grew by 10 percent to $12.01 billion for 2008 from $10.96 billion for 2007. Average deposits decreased to $10.87 billion for 2008 from $11.05 billion
for 2007. The decrease was primarily due to the planned maturity and non-renewal of higher cost promotional certificates of deposits and to a decline in title and escrow deposits resulting
from the slowdown in the housing and commercial real estate industries. Noninterest income increased 24 percent to $187.6 million for 2008 from $151.3 million for 2007. The
increase is primarily due to higher cash management and deposit transaction fees, and to increases in mutual fund and international services fees. Noninterest expense, including depreciation and
amortization, was $41.2 million, or 10 percent, higher for 2008 compared with 2007. Noninterest expense for 2008 includes a full year of expenses for the Business Bank of Nevada acquired
in May 2007. Noninterest expense for 2008 also reflects higher staffing and occupancy costs associated with new offices, growth in software costs associated with new data processing systems and an
increase in FDIC premiums compared to the year earlier.

62

---



Table of Contents

Wealth Management

Comparison of 2009 to 2008

The
Wealth Management segment had net income attributable to City National Corporation ("CNC") of $2.5 million for 2009, a decrease of
$30.1 million, or 92 percent, from $32.6 million for 2008. The decrease in net income compared with the previous year is a result of fee waivers on the money market funds due to
the low interest rate environment, low equity market valuations, lower trading activity and narrower spreads at the broker dealer. Refer to page 58 of this report for a discussion of the
factors impacting fee income for the Wealth Management segment. Additionally, noninterest income for 2009 includes a $2.1 million one-time charge related to the deconsolidation of
an asset management affiliate. Noninterest expense, including depreciation and amortization, declined by 8 percent to $146.1 million for 2009 from $159.3 million for 2008. The
decrease in noninterest expense compared with the year earlier is due to lower compensation costs that reflect lower incentive levels and staff count reductions, and noninterest expense for 2008
includes a $9.4 million impairment write down of a contract intangible. Decreases in noninterest expense for 2009 were partially offset by expenses related to Lee Munder Capital Group, an
institutional asset management firm that was acquired in July 2009.

Comparison of 2008 to 2007

The
Wealth Management segment had net income attributable to CNC of $32.6 million for 2008, a decrease of $5.6 million, or 15 percent,
from $38.3 million for 2007. Noninterest income increased by $4.8 million to $208.7 million for 2008 from $203.9 million for 2007. Noninterest expense, including
depreciation and amortization, increased by 17 percent to $159.3 million for 2008 compared to $136.7 million for 2007. Noninterest expense for 2008 includes a $9.4 million
impairment write down of a contract intangible, a full year of expenses for Convergent Wealth, compared with 8 months for 2007, and expenses related to the opening of the Los Angeles office of
Convergent Wealth in 2008.

Other

Comparison of 2009 to 2008

Net
income attributable to CNC for the Other segment was $36.4 million for 2009 compared with a net loss of $83.1 million for 2008. Net interest
income was $2.4 million for 2009 compared with net interest expense of $43.1 million for the prior year. Net interest income was favorably impacted by lower net funding costs in the
Asset Liability Funding Center due to the decline in interest rates in 2009 and growth in core deposits. Noninterest income for the current year reflects a significant reduction in the elimination of
intersegment revenues (recorded in the Other segment) compared with 2008 resulting from declines in trust, investment and brokerage fees, and includes a $38.2 million gain on the ICB
acquisition. Additionally, net securities losses, which include securities sales net of impairment charges, decreased to $2.2 million for 2009 from $50.8 million for 2008. Impairment
charges associated with investments in private equity and real estate funds increased to $3.7 million for 2009 from $0.1 million for 2008.

Comparison of 2008 to 2007

The
net loss attributable to CNC in the Other segment increased to $83.1 million for 2008 from $18.7 million for 2007. The increase in the net
loss for the year is largely due to $28.6 million, after tax, of impairment charges recorded on investment securities. Results for the segment were also impacted by an increase in inter-segment
revenue, which is eliminated in this segment and by higher net funding costs in the Asset Liability Funding Center, reflected as an increase in net interest expense.

63

---



Table of Contents

Income Taxes

The 2009 results reflect a tax benefit of $1.9 million for the year, which was attributable to lower income for the year and
permanent tax differences that do not vary directly with the level of income and therefore have a larger relative impact on the effective tax rate when earnings are lower. The effective tax rate for
2009 was a negative tax rate equal to 3.8 percent of pretax income. The effective tax rate for 2008 was 27.5 percent, compared with 35.0 percent for 2007. The effective tax rates
differ from the applicable statutory federal and state tax rates due to various factors, including tax benefits from investments in affordable housing partnerships and tax-exempt income on
municipal bonds and bank-owned life insurance. The effective tax rate for the current and prior years reflect the adoption of new guidance related to accounting for noncontrolling
interests that became effective January 1, 2009. The new guidance did not change the accounting for income taxes but it did change the presentation of income taxes in the consolidated financial
statements. Noncontrolling interests' share of subsidiary earnings is no longer recognized as an expense in the computation of consolidated net income. A decline in the effective tax rate occurs
because consolidated net income includes earnings allocable to the noncontrolling interest for which no tax expense is provided. The guidance requires that prior periods presented be restated
retrospectively.

The
Company had net deferred tax assets of $164.0 million and $226.9 million as of December 31, 2009 and 2008, respectively. The acquisition of ICB resulted in a
decrease in net deferred tax assets of $16.0 million in 2009.

The
Internal Revenue Service has completed its audit of the Company's tax returns for the year 2008 resulting in no material financial statement impact. The Company is currently being
audited by the IRS for the year 2009 and by the Franchise Tax Board for the years 1998 through 2004. The potential financial statement impact, if any, resulting from the completion of these audits is
expected to be minimal.

From
time to time, there may be differences in opinions with respect to the Company's tax treatment of certain transactions. A tax position which was previously recognized on the
financial statements is not reversed unless it appears the benefits are no longer "more likely than not" to be sustained upon a challenge from the taxing authorities. The Company did not have any tax
positions for which previously recognized benefits were reversed during the year ended December 31, 2009.

See
Note 10 of the Notes to Consolidated Financial Statements for further discussion of income taxes.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk results from the variability of future cash flows and earnings due to changes in the financial markets. These changes may
also impact the fair values of loans, securities and borrowings. The values of financial instruments may fluctuate because of interest rate changes, foreign currency exchange rate changes, or other
market changes. The Company's asset/liability management process entails the evaluation, measurement and management of market risk and liquidity risk. The principal objective of asset/liability
management is to optimize net interest income subject to margin volatility and liquidity constraints over the long term. Margin volatility results when the rate reset (or repricing) characteristics of
assets are materially different from those of the Company's liabilities. The Board of Directors approves asset/liability policies and annually reviews and approves the limits within which the risks
must be managed. The Asset/Liability Management Committee ("ALCO"), which is comprised of senior management and key risk management individuals, sets risk management guidelines within the broader
limits approved by the Board, monitors the risks and periodically reports results to the Board.

64

---



Table of Contents

Risk Management Framework

Risk management oversight and governance is provided through the Board of Directors' Audit and Risk Committee and facilitated through
multiple management committees. Consisting of four outside directors, the Audit and Risk Committee monitors the Company's overall aggregate risk profile as established by the Board of Directors
including all credit, market, liquidity, operational and regulatory risk management activities. The Committee reviews and approves the activities of key management governance committees that regularly
evaluate risks and internal controls for the Company. These management committees include the Asset/Liability Management Committee, the Credit Policy Committee, the Senior Operations Risk Committee
and the Risk Council, among others. The Risk Council reviews the development, implementation and maintenance of risk management processes from a Company-wide perspective, and assesses the
adequacy and effectiveness of the Company's risk management policies and the Enterprise Risk Management program. Other management committees, with representatives from the Company's various lines of
business and affiliates, address and monitor specific risk types, including the Compliance Committee, the Wire Risk Committee, and the Information Technology Steering Committee, and report
periodically to the key management committees. The Senior Risk Management Officer and the Internal Audit and Credit Risk Review units provide the Audit and Risk Committee with independent assessments
of the Company's internal control and related systems and processes.

Liquidity Risk

Liquidity risk results from the mismatching of asset and liability cash flows. Funds for this purpose can be obtained in cash markets,
by borrowing, or by selling certain assets. The objective of liquidity management is to manage cash flow and liquidity reserves so that they are adequate to fund the Company's operations and meet
obligations and other commitments on a timely and cost-effective basis. The Company achieves this objective through the selection of asset and liability maturity mixes that it believes
best meet its needs. The Company's liquidity position is enhanced by its ability to raise additional funds as needed in the wholesale markets. Liquidity risk management is an important element in the
Company's ALCO process, and is managed within limits approved by the Board of Directors and guidelines set by management. Attention is also paid to potential outflows resulting from disruptions in the
financial markets or to unexpected credit events. These factors are incorporated into the Company's contingency funding analysis, and provide the basis for the identification of primary and secondary
liquidity reserves.

In
recent years, the Company's core deposit base has provided the majority of the Company's funding requirements. This relatively stable and low-cost source of funds, along
with shareholders' equity, provided 86 percent and 77 percent of funding for average total assets in 2009 and 2008, respectively. Strong core deposits are indicative of the strength of
the Company's franchise in its chosen markets and reflect the confidence that clients have in the Company. The Company places a very high priority in maintaining this confidence through conservative
credit and capital management practices and by maintaining significant on-balance sheet liquidity reserves.

A
significant portion of remaining funding of average total assets is provided by short-term federal fund purchases and, to a lesser extent, sales of securities under
repurchase agreements. These funding sources, on average, totaled $0.41 billion and $1.10 billion in 2009 and 2008, respectively. The Company also decreased its funding from other
longer-term borrowings to $0.54 billion on average in 2009 from $1.07 billion in 2008. Market sources of funds comprise a relatively modest portion of total Bank funding and
are managed within concentration and maturity guidelines reviewed by management and implemented by the Company's treasury department.

Liquidity
is further provided by assets such as federal funds sold and trading account securities, which may be immediately converted to cash at minimal cost. The aggregate of these
assets averaged $279.0 million during 2009 compared with $115.4 million in 2008. In addition, the Company has a

65

---



Table of Contents

remaining
borrowing capacity of $3.50 billion as of December 31, 2009, secured by collateral, from the Federal Home Loan Bank of San Francisco, of which the Bank is a member. The
Company's investment portfolio also provides a substantial secondary liquidity reserve. The portfolio of securities available-for-sale averaged $3.23 billion and
$2.29 billion in 2009 and 2008,
respectively. The unpledged portion of securities available-for-sale at December 31, 2009 totaled $3.07 billion. These securities could be used as collateral for
borrowing or a portion could be sold. Maturing loans provide additional liquidity, and $3.42 billion, or 24 percent, of the Company's loans are scheduled to mature in 2010.

Interest Rate Risk

Interest rate risk is inherent in financial services businesses. Interest rate risk results from assets and liabilities maturing or
repricing at different times; assets and liabilities repricing at the same time but in different amounts or from short-term and long-term interest rates changing by different
amounts (changes in the yield curve).

The
Company has established two primary measurement processes to quantify and manage exposure to interest rate risk: net interest income simulation modeling and economic value of equity
analysis. Net interest income simulations are used to identify the direction and severity of interest rate risk exposure across a 12 and 24 month forecast horizon. Present value of equity
calculations are used to estimate the price sensitivity of shareholders' equity to changes in interest rates. The Company also uses gap analysis to provide insight into structural mismatches of asset
and liability cash flows.

Net Interest Income Simulation:As part of its overall interest rate risk management process, the Company performs stress tests on net
interest
income projections based on a variety of factors, including interest rate levels, changes in the relationship between the prime rate and short-term interest rates, and the shape of the
yield curve. The Company uses a simulation model to estimate the severity of this risk and to develop mitigation strategies, including interest-rate hedges. The magnitude of the change is
determined from historical volatility analysis. The assumptions used in the model are updated periodically and reviewed and approved by ALCO. In addition, the Board of Directors has adopted limits
within which interest rate exposure must be contained. Within these broader limits, ALCO sets management guidelines to further contain interest rate risk exposure.

The
Company is naturally asset-sensitive due to its large portfolio of rate-sensitive commercial loans that are funded in part by noninterest bearing and
rate-stable core deposits. As a result, if there are no significant changes in the mix of assets and liabilities, the net interest margin increases when interest rates increase and
decreases when interest rates decrease. The Company uses on and off-balance sheet hedging vehicles to manage risk. The Company uses a simulation model to estimate the impact of changes in
interest rates on net interest income. The model projects net interest income assuming no changes in loans or deposit mix as it stood at December 31, 2009. Interest rate scenarios include
stable rates and 100 and 200 basis point parallel shifts in the yield curve occurring gradually over a twelve-month period. Loan yields and deposit rates
change over the twelve-month horizon based on current spreads and adjustment factors that are statistically derived using historical rate and balance sheet data.

As
of December 31, 2009, the Federal funds target rate was at a range of zero percent to 0.25 percent. Further declines in interest rates are not expected to significantly
reduce earning asset yields but are expected to lower interest expense somewhat thus improving net interest margin slightly to a level similar to December 31, 2008. At December 31, 2009,
a gradual 100 basis point parallel increase in the yield curve over the next 12 months would result in an increase in projected net interest income of approximately 0.9 percent while a
200 basis point increase would increase projected net interest income by approximately 1.7 percent. This compares to an increase in projected net interest income of 0.8 percent with a
100 basis point increase and 1.8 percent with a 200 basis point increase at December 31, 2008. Interest rate sensitivity was little changed from the prior year. The Company's interest
rate risk exposure remains within Board limits and ALCO guidelines.

66

---



Table of Contents

Economic Value of Equity:The economic value of equity ("EVE") model is used to evaluate the vulnerability of the market value of
shareholders'
equity to changes in interest rates. The EVE model calculates the expected cash flow of all of the Company's assets and liabilities under sharply higher and lower interest rate scenarios. The present
value of these cash flows is calculated by discounting them using the interest rates for that scenario. The difference between the present value of assets and the present value of liabilities in each
scenario is the EVE. The assumptions about the timing of cash flows, level of interest rates and shape of the yield curve are the same as those used in the net interest income simulation. They are
updated periodically and are reviewed by ALCO at least annually.

The
model indicates that the EVE is somewhat vulnerable to a sudden and substantial increase in interest rates. As of December 31, 2009, a 200-basis-point increase in
interest rates results in a 5.0 percent decline in EVE. This compares to a 4.2 percent decline a year-earlier. The higher sensitivity is due to an increase in the duration
gap between earning assets and interest-bearing liabilities resulting from the Imperial Capital Bank acquisition. Measurement of a 200 basis point decrease in rates as of December 31, 2009 and
December 31, 2008 are not meaningful due to the current low rate environment.

Gap Analysis:The gap analysis is based on the contractual cash flows of all asset and liability balances on the Company's books.
Contractual lives
of assets and liabilities may differ substantially from their expected lives. For example, checking accounts are subject to immediate withdrawal. However, experience suggests that these accounts will
have longer average lives. Also, certain loans, such as first
mortgages, are subject to prepayment. The gap analysis may be used to identify periods in which there is a substantial mismatch between asset and liability cash flows. These mismatches can be
moderated by investments or interest-rate derivatives. Gap analysis is used to support both interest rate risk and liquidity risk management.

Interest-Rate Risk Management

Interest-rate swaps are used to reduce cash flow variability and to moderate changes in the fair value of
long-term financial instruments. Net interest income or expense associated with interest-rate swaps (the difference between the fixed and floating rates paid or received) is
included in net interest income in the reporting periods in which they are earned. As discussed in "Critical Accounting PoliciesDerivatives and hedging," all derivatives are recorded on
the consolidated balance sheets at their fair value. The treatment of changes in the fair value of derivatives depends on the character of the transaction.

Interest-rate
swap agreements involve the exchange of fixed and variable-rate interest payments based upon a notional principal amount and maturity date. The
Company's interest rate risk management instruments had $8.0 million of credit risk exposure at December 31, 2009 and $15.8 million as of December 31, 2008. The credit
exposure represents the cost to replace, on a present value basis and at current market rates, all contracts outstanding by trading counterparty having an aggregate positive market value, net of
margin collateral received. The Company's swap agreements require the deposit of cash or marketable debt securities as collateral for this risk if it exceeds certain market value thresholds. These
requirements apply individually to the Corporation and to the Bank. As of December 31, 2009, collateral valued at $16.6 million had been received from swap counterparties. At
December 31, 2008, collateral valued at $19.9 million had been received from swap counterparties.

As
of December 31, 2009, the Company had $828.2 million notional amount of interest-rate swaps designated as hedges, of which $378.2 million were
designated as fair value hedges and $450.0 million were designated as cash flow hedges. The positive fair value of the fair value hedges, consisting of positive
mark-to-market of $26.8 million and net interest receivable of $1.8 million, resulted in the recognition of other assets and an increase in hedged deposits and
borrowings of $28.6 million. The net positive fair value of $8.5 million on cash flow hedges of variable-rate loans resulted in the recognition of other assets and an other
comprehensive gain, and included a positive mark-to-market of

67

---



Table of Contents

$8.1 million
before taxes, a negative mark-to-market on certain cash flow hedges of $0.6 million, and net interest receivable of $1.0 million.

The
hedged subordinated debt and other long-term debt consists of City National Bank 10-year subordinated notes with a face value of $150.0 million due on
September 1, 2011 and City National Corporation senior notes with a face value of $208.2 million due on February 15, 2013.

Amounts
to be paid or received on the cash flow hedge interest-rate swaps will be reclassified into earnings upon receipt of interest payments on the underlying hedged loans,
including amounts totaling $12.0 million that increased net interest income during 2009. Comprehensive gains expected to be reclassified into net interest income within the next
12 months are $9.9 million.

December 31, 2009

December 31, 2008(in millions)

Notional
Amount

Fair
Value

Duration
(Years)

Notional
Amount

Fair
Value

Duration
(Years)Fair Value HedgeInterest Rate SwapCertificates of deposit

$
20.0

$
0.9


0.9

$
20.0

$
1.4


1.9Long-term and subordinated debt


358.2


27.7


2.3


370.9


34.6


3.3Total fair value hedge swaps


378.2


28.6


2.2


390.9


36.0


3.2Cash Flow HedgeInterest Rate SwapUS Dollar LIBOR based loans


350.0


6.6


1.6


200.0


8.4


1.8Prime based loans


100.0


1.9


0.6


125.0


3.8


1.3Total cash flow hedge swaps


450.0


8.5


1.4


325.0


12.2


1.6Fair Value and Cash Flow HedgeInterest Rate Swaps

$
828.2

$
37.1
(1)

1.8

$
715.9

$
48.2
(1)

2.5


---

The
Company has not entered into any hedge transactions involving any other interest-rate derivative instruments, such as interest-rate floors,
caps, and interest-rate futures contracts for its own portfolio. Under existing policy, the Company could use such financial instruments in the future if deemed appropriate.

The
table below shows the notional amounts of the Company's interest-rate swap maturities and average rates at December 31, 2009 and December 31, 2008. Average
interest rates on variable-rate instruments are based upon the Company's interest rate forecast.

Interest Rate Swap Maturities and Average Rates

(in millions)

2010

2011

2012

2013

2014

Thereafter

Total

Fair
ValueDecember 31, 2009Notional amount

$
185.0

$
335.0

$


$
308.2

$


$


$
828.2

$
37.1Weighted average rate received


5.41
%

4.25
%




3.59
%







4.26
%Weighted average rate paid


1.46
%

0.47
%




0.26
%







0.61
%December 31, 2008Notional amount

$
25.0

$
185.0

$
285.0

$


$
220.9

$


$
715.9

$
48.2Weighted average rate received


7.97
%

5.41
%

4.79
%

0.00
%

0.04


0.00
%

4.93
%Weighted average rate paid


3.25
%

1.59
%

1.61
%

0.00
%

0.02


0.00
%

1.83
%


68

---



Table of Contents

Other Derivatives

The Company also offers various derivative products to clients and enters into derivative transactions in due course. These derivative
contracts are offset by paired trades with unrelated third parties. These transactions are not linked to specific Company assets or liabilities in the consolidated balance sheets or to forecasted
transactions in a hedge relationship and, therefore, do not
qualify for hedge accounting. The contracts are marked-to-market each reporting period with changes in fair value recorded as part of Other noninterest income in the
consolidated statements of income. Fair values are determined from verifiable third-party sources that have considerable experience with the derivative markets. The Company provides client data to the
third party source for purposes of calculating the credit valuation component of the fair value measurement of client derivative contracts. At December 31, 2009 and 2008, the Company had
entered into derivative contracts with clients (and offsetting derivative contracts with counterparties) having a notional balance of $1.13 billion and $608.3 million, respectively.

Market Risk-Foreign Currency Exchange

The Company enters into foreign-exchange contracts with its clients and counterparty banks primarily for the purpose of offsetting or
hedging clients' transaction and economic exposures arising out of commercial transactions. The Company's policies also permit taking proprietary currency positions within certain approved limits. The
Company actively manages its foreign exchange exposures within prescribed risk limits and controls. At December 31, 2009, the Company's outstanding foreign exchange contracts, both proprietary
and for customer accounts, totaled $332.9 million. The mark-to-market on foreign exchange contracts included in other assets and other liabilities totaled
$3.4 million and $3.1 million, respectively.

BALANCE SHEET ANALYSIS

Total assets were $21.08 billion at December 31, 2009, compared to $16.46 billion at December 31, 2008.
Average assets were $17.71 billion for 2009, compared to $16.03 billion for 2008.

Total
average interest-earning assets were $16.33 billion in 2009, compared to $14.67 billion in 2008.

Securities

The following is a summary of amortized cost and estimated fair value for the major categories of securities
available-for-sale:

Securities Available-for-Sale

December 31, 2009

December 31, 2008(in thousands)

Amortized
Cost

Fair Value

Amortized
Cost

Fair ValueU.S. Treasury

$
73,597

$
73,597

$
45,709

$
46,197Federal agencyDebt


659,716


656,721


29,939


30,180Federal agencyMBS


552,691


555,157


644,594


653,914CMOsFederal agency


2,294,676


2,306,111


563,310


569,369CMOsNon-agency


272,262


241,329


393,150


305,716State and municipal


368,454


378,639


404,787


413,030Other debt securities


82,163


76,506


98,419


74,343Total debt securities


4,303,559


4,288,060


2,179,908


2,092,749Equity securities and mutual funds


15,861


18,698


59,276


52,121Total securities

$
4,319,420

$
4,306,758

$
2,239,184

$
2,144,870


69

---



Table of Contents

At December 31, 2009, the fair value of securities available-for-sale totaled $4.31 billion, an increase of
$2.16 billion, or 101 percent from December 31, 2008. Primarily as a result of strong deposit growth in 2009, the Company purchased $3.63 billion of securities in 2009. The
increase in securities from 2008 to 2009 was also due to the $314.4 million of securities acquired from the FDIC-assisted acquisition of ICB, in addition to improvements in the fair
value of the Company's securities portfolio. The increase was offset by scheduled maturities of $455.8 million, paydowns of $552.6 million and securities sales of $823.9 million.
The average duration of total securities available-for-sale at December 31, 2009 and 2008 was 2.9 and 2.7 years, respectively.

At
December 31, 2009, the securities available-for-sale portfolio had a net unrealized loss of $12.7 million, comprised of $46.0 million of
unrealized gains and $58.6 million of unrealized losses. At December 31, 2008, the securities available-for-sale portfolio had a net unrealized loss of
$94.3 million, comprised of $28.9 million of unrealized gains and $123.2 million of unrealized losses. The unrealized gain or loss on securities
available-for-sale is reported on an after-tax basis as a component of other comprehensive income.

The
Company recognized $14.3 million of net realized gains on the sale of securities available-for-sale in 2009, which related primarily to the sale of
CMOs
and mortgage-backed securities. The following table provides the gross realized gains and losses on the sales of securities available-for-sale for 2009, 2008 and 2007:

For the year ended
December 31,(in thousands)

2009

2008

2007Gross realized gains

$
22,696

$
2,642

$
2,937Gross realized losses


(8,410
)

(4,153
)

(4,311
)Net realized gains (losses)

$
14,286

$
(1,511
)
$
(1,374
)


Interest
income on available-for-sale securities is comprised of: (i) taxable interest income of $108.2 million, $86.1 million and
$105.8 million for the years ended December 31, 2009, 2008, and 2007, respectively, (ii) nontaxable interest income of $14.4 million, $15.1 million and
$15.1 million for the years ended December 31, 2009, 2008, and 2007, respectively, and (iii) dividend income of $1.2 million, $3.2 million and $1.6 million
for the years ended December 31, 2009, 2008, and 2007, respectively.

The
following table provides the expected remaining maturities of debt securities included in the securities portfolio at December 31, 2009, except for mortgage-backed securities
which are allocated
according to their average expected maturities. Average expected maturities will differ from contractual maturities because mortgage debt issuers may have the right to repay obligations prior to
contractual maturity.

70

---



Table of Contents

Debt Securities Available-for-Sale

(in thousands)

One year
or less

Over 1 year
through 5 years

Over 5 years
through 10 years

Over 10 years

TotalU.S. Treasury

$
73,597

$


$


$


$
73,597Federal agencyDebt


310,445


250,563


95,713





656,721Federal agencyMBS


2,547


190,648


304,740


57,222


555,157CMOsFederal agency


86,988


1,730,919


455,717


32,487


2,306,111CMOsNon-agency


10,095


145,758


85,476





241,329State and municipal


35,013


141,620


148,956


53,050


378,639Other debt securities


1,998





68,209


6,299


76,506Total debt securities

$
520,683

$
2,459,508

$
1,158,811

$
149,058

$
4,288,060Amortized cost

$
518,569

$
2,451,095

$
1,184,500

$
149,395

$
4,303,559


Impairment Assessment

The
Company performs a quarterly assessment of the debt and equity securities in its investment portfolio that have an unrealized loss to determine whether the
decline in the fair value of these securities below their cost is other-than-temporary. Impairment is considered other-than-temporary when it becomes
probable that an investor will be unable to recover the cost of an investment. The Company's impairment assessment takes into consideration factors such as the length of time and the extent to which
the market value has been less than cost; the financial condition and near-term prospects of the issuer including events specific to the issuer or industry; defaults or deferrals of
scheduled interest, principal or dividend payments; external credit ratings and recent downgrades; and the Company does not intend to sell the security and it is not more likely than not it will be
required to sell the security prior to recovery of its amortized cost basis. If a decline in fair value is judged to be
other than temporary, the cost basis of the individual security is written down to fair value which then becomes the new cost basis. The new cost basis is not adjusted for subsequent recoveries in
fair value.

In
accordance with ASC 320-35, when there are credit losses associated with an impaired debt security and the Company does not have the intent to sell the security and it is
more likely than not that it will not have to sell the security before recovery of its cost basis, the Company will separate the amount of the impairment into the amount that is credit related and the
amount related to non-credit factors. The credit-related impairment is recognized in Net impairment loss recognized in earnings in the consolidated statements of income. The
non-credit-related impairment is recognized in AOCI.

Securities Deemed to be Other-Than-Temporarily Impaired

Through
the impairment assessment process, the Company determined that certain investments were other-than-temporarily impaired at
December 31, 2009. The Company recorded credit loss impairment in earnings on available-for-sale securities of $16.4 million for the year ended
December 31, 2009. The $17.2 million non-credit portion of impairment recognized at December 31, 2009 was recorded in AOCI. The Company recorded a $49.3 million
impairment loss in earnings on available-for-sale securities in 2008. No impairment losses were recorded in 2007.

71

---



Table of Contents

The
following table provides total impairment losses recognized in earnings on other-than-temporarily impaired securities:

For the year ended
December 31,(in thousands)
Impairment Losses on Other-Than-Temporarily Impaired Securities

2009

2008

2007Non-agency CMOs

$
4,409

$


$
Collateralized debt obligation income notes


9,282


18,088


Perpetual preferred stock


1,124


21,884


Equity securities and mutual funds


1,630


9,308


Total

$
16,445

$
49,280

$



The
following table provides a rollforward of credit related other-than-temporary impairment recognized in earnings for the year ended December 31, 2009.
Credit related other-than-temporary impairment that was recognized in earnings during 2009 is reflected as an "Initial credit-related impairment" if the current period is the
first time the security had a credit impairment. A credit-related other-than-temporary impairment is reflected as a "Subsequent credit-related impairment" if the current period
is not the first time the security had a credit impairment.

(in thousands)

Year ended
December 31, 2009Balance, beginning of period

$
8,083Subsequent credit-related impairment


5,215Initial credit-related impairment


4,409Balance, end of period

$
17,707


Non-Agency CMOs

During 2009, the Company identified certain non-agency collateralized mortgage obligation securities ("CMOs") that were
considered to be other-than-temporarily impaired because the present value of expected cash flows was less than cost. These CMOs have a fixed interest rate for an initial
period after which they become variable-rate instruments with annual rate resets. For purposes of projecting future cash flows, the current fixed coupon was used through the reset date for
each security. The prevailing LIBOR/Treasury curve as of the measurement date was used to project all future floating-rate cash flows based on the characteristics of each security. Other
factors considered in the projection of future cash flows include the current level of subordination from other CMO classes, anticipated prepayment rates, cumulative defaults and loss given default.
The Company concluded that the shortfall in expected cash flows represented a credit loss and recognized impairment losses in earnings totaling $4.4 million on its investments in CMOs
year-to-date. The remaining other-than-temporary impairment for these securities was recognized in AOCI. This non-credit portion of
other-than-temporary impairment is attributed to external market conditions, primarily the lack of liquidity in these securities and increases in interest rates.

Collateralized Debt Obligation Income Notes

Collateralized debt obligation income notes ("Income Notes") are equity interests in a multi-class, cash flow collateralized bond
obligation backed by a collection of Trust Preferred securities issued by financial institutions. The equity interests represent ownership of all residual cash flow from the asset pools after all fees
have been paid and debt issues have been serviced. Income Notes are collateralized by debt securities with stated maturities and are classified as Level 3 in the fair value hierarchy. Refer

72

---



Table of Contents

to
Note 4,Fair Value Measurements, of the Notes to Consolidated Financial Statements for further discussion of fair value.

In
response to unprecedented volatility in the credit markets, the Company reevaluated its investment strategy and risk tolerance with respect to its investments in Income Notes. Based
on this reassessment, the Company determined that its intent was to sell these securities when the market recovers rather than hold them for the long term. The change in intent resulted in the Company
transferring its holdings of Income Notes from available-for-sale to trading securities on April 1, 2009, at their fair value of $2.4 million. There were no gross
gains and gross losses included in earnings from the transfer of these securities. Trading securities are carried at fair value and unrealized holding gains and losses are included in earnings.

The
Company recorded a $9.3 million impairment loss in earnings on its investment in Income Notes in the first quarter of 2009 prior to their transfer to trading securities. The
Income Notes were evaluated for impairment under the guidance applicable to certain debt securities which are beneficial interests in securitized financial assets and not considered to be of high
credit quality. For these securities, other-than-temporary impairment exists when it is probable there has been an adverse change in estimated cash flows since the date of
acquisition. Due to lack of activity in the market for Income Notes, the fair value of these securities was determined using an internal cash flow model that incorporated management's assumptions
about risk-adjusted discount rates, prepayment expectations, projected cash flows and collateral performance. The Company considered a number of factors in determining the discount rate
used in the cash flow valuation model including the implied rate of return at the last date the market for Income Notes and similar securities was active, rates of return that market participants
would consider in valuing the securities and indicative quotes from dealers.

Perpetual Preferred Stock

The adjusted cost basis of the Company's investment in perpetual preferred stock issued by Freddie Mac and Fannie Mae was
$0.6 million at December 31, 2009, compared with a fair value of $0.9 million, indicating that these securities were not impaired at year end. The Company previously recorded
impairment losses totaling $23.0 million on these securities. Impairment losses of $1.1 million and $21.9 million were recognized in 2009 and 2008, respectively, following the
action taken by the Federal Housing Finance Agency in September 2008 of placing these Government-Sponsored Agencies into conservatorship and eliminating the dividends on their preferred shares.

Mutual Funds

The adjusted cost basis of available-for-sale mutual funds was $15.2 million at December 31,
2009, compared with a fair value of $17.8 million. The Company recognized a $1.6 million impairment loss on its investment in one high-yield bond fund in 2009.

The
following tables provide a summary of the gross unrealized losses and fair value of investment securities aggregated by investment category and length of time that the securities
have been in a continuous unrealized loss position as of December 31, 2009 and December 31, 2008. The 2009 table

73

---



Table of Contents

includes
investments for which an other-than-temporary impairment has not been recognized in earnings, along with investments that had a non-credit related
impairment recognized in AOCI:

Less than 12 months

12 months or greater

Total(in thousands)

Fair Value

Estimated
Unrealized
Loss

Fair Value

Estimated
Unrealized
Loss

Fair Value

Estimated
Unrealized
LossDecember 31, 2009U.S. Treasury

$
59,995

$
2

$


$


$
59,995

$
2Federal agencyDebt


437,548


3,646








437,548


3,646Federal agencyMBS


285,328


4,055








285,328


4,055CMOsFederal agency


634,732


12,206








634,732


12,206CMOsNon-agency


35,192


428


180,699


30,809


215,891


31,237State and municipal


18,187


340


4,500


390


22,687


730Other debt securities








36,315


6,750


36,315


6,750Total securities

$
1,470,982

$
20,677

$
221,514

$
37,949

$
1,692,496

$
58,626December 31, 2008Federal agencyMBS

$
63,634

$
719

$
12,925

$
167

$
76,559

$
886CMOsFederal agency


29,133


111


41,041


796


70,174


907CMOsNon-agency


172,899


50,631


132,818


36,803


305,717


87,434State and municipal


39,974


1,275


4,769


211


44,743


1,486Other debt securities


43,844


17,661


25,910


6,554


69,754


24,215Total debt securities


349,484


70,397


217,463


44,531


566,947


114,928Equity securities and mutual funds


36,129


8,309








36,129


8,309Total securities

$
385,613

$
78,706

$
217,463

$
44,531

$
603,076

$
123,237


At December 31, 2009, total securities available-for-sale had a fair value of $4.31 billion, which included
the $1.69 billion of securities available-for-sale in an unrealized loss position as of December 31, 2009. This balance consists of $1.65 billion of
temporarily impaired securities and $43.5 million of securities that had non-credit related impairment recognized in AOCI. At December 31, 2009, the Company had 155 debt
securities in an unrealized loss position. The debt securities in an unrealized loss position include 1 U.S. Treasury bill, 15 Federal agency debt securities, 30 Federal agency MBS, 44 Federal agency
CMOs, 29 private label CMOs, 32 state and municipal securities and 4 other debt securities.

The
largest component of the unrealized loss at December 31, 2009 was $31.2 million related to non-agency collateralized mortgage obligations. The Company
monitors the performance of the mortgages underlying these bonds. Although there has been some deterioration in collateral performance during 2009 due to declines in the housing market, the Company
only holds the most senior tranches of each issue which provides protection against defaults. The Company attributes the unrealized loss on CMOs held largely to the current absence of liquidity in the
credit markets and increases in interest rates, not to deterioration in credit quality. Other than the $4.4 million credit loss discussed inNon-Agency
CMOsabove, the Company expects to receive all contractual principal and interest payments due on its CMO debt securities. Additionally, the Company does not intend to sell the
securities, and it is not more likely than not that it will be required to sell the securities before it recovers the cost basis of its investment. The mortgages in these asset pools are relatively
large and have been made to borrowers with strong credit history and significant equity invested in their homes. They are well diversified geographically. Nonetheless, significant further weakening of
economic fundamentals coupled with significant increases in unemployment and substantial deterioration in the value of high-end residential properties could extend distress to this
borrower population. This could increase default rates and put additional pressure on property values. Should these conditions occur, the value of these securities could decline and trigger the
recognition of further other-than-temporary impairment charges.

74

---



Table of Contents

Other
debt securities includes the Company's investments in highly rated corporate debt and collateralized bond obligations backed by trust preferred securities ("CDOs") issued by a
geographically diverse pool of small- and medium-sized financial institutions. Liquidity pressures in 2008 and in 2009 caused a general decline in the value of corporate debt. The CDOs held in
securities available-for-sale at December 31, 2009 are the most senior tranches of each issue. The market for CDOs was inactive in 2008 and 2009, therefore, the fair
values of these securities were determined using an internal pricing model that incorporates assumptions about discount rates in an illiquid market, projected cash flows and collateral performance.
The CDOs had a $4.9 million unrealized loss at December 31, 2009. The Company attributes the unrealized loss to the illiquid credit markets. The senior notes have collateral that exceeds
the outstanding debt by approximately 33 percent. Security valuations reflect the current and prospective performance of the issuers whose debt is contained in these asset pools. The Company
expects to receive all contractual principal and interest payments due on its CDOs. Additionally, the Company does not intend to sell the securities, and it is not more likely than not that it will be
required to sell the securities before it recovers the cost basis of its investment.

The
Company does not consider the debt securities in the above table to be other than temporarily impaired at December 31, 2009.

At
December 31, 2008, total securities available-for-sale had a fair value of $2.14 billion, which included temporarily impaired securities of
$603.1 million. As of December 31, 2008, the Company had 109 debt securities in an unrealized loss position, including 29 CMO securities, 10 mortgage-backed securities, 55 state and
municipal securities and 15 other debt securities. As of December 31, 2008, the Company had 2,012 equity securities and 5 mutual funds in an unrealized loss position.

Loan Portfolio

Total loans were $14.00 billion, $12.44 billion, and $11.63 billion at December 31, 2009, 2008, and 2007,
respectively. Total loans, excluding covered loans, were $12.15 billion as of December 31, 2009. The covered loans represent loans acquired from the FDIC that are subject to a loss
sharing agreement. Total loans increased $1.55 billion during 2009 compared with 2008, due primarily to the purchase of loans in the FDIC-assisted acquisition of ICB on
December 18, 2009. The Company acquired loans of $1.85 billion (net of fair value adjustment of $517.6 million), consisting primarily of multifamily residential and commercial
real estate loans. Total loans, excluding covered loans, decreased $297.4 million during 2009 compared with 2008. Commercial loans, including lease financing, and commercial real estate
mortgage loans decreased 2 percent and 1 percent, respectively. Construction loans decreased $416.4 million, or 33 percent, from 2008. Residential mortgage loans grew
$118.6 million, or 3 percent.

Total
loans increased $813.6 million during 2008 compared with 2007 due to increased loan demand augmented by the acquisition of BBNV. Commercial loans, including lease financing,
increased $324.3 million. Residential mortgage loans and commercial real estate loans grew $468.7 million while construction loans decreased $177.7 million.

75

---





Table of Contents

The following table shows the Company's consolidated loans by type of loan and their percentage distribution:

December 31,(in thousands)

2009

2008

2007

2006

2005Commercial

$
4,335,052

$
4,433,755

$
4,193,436

$
3,869,161

$
3,388,640Commercial real estate mortgages


2,161,451


2,184,688


1,954,539


1,710,113


1,857,273Residential mortgages


3,533,453


3,414,868


3,176,322


2,869,775


2,644,030Real estate construction


835,589


1,252,034


1,429,761


1,115,958


724,879Equity lines of credit


734,182


635,325


432,513


404,657


333,548Installment loans


172,566


173,779


178,195


201,125


200,296Lease financing


374,615


349,810


265,872


215,216


116,936Loans and leases, excluding covered loans

$
12,146,908

$
12,444,259

$
11,630,638

$
10,386,005

$
9,265,602Covered loans


1,851,821











Total loans and leases

$
13,998,729

$
12,444,259

$
11,630,638

$
10,386,005

$
9,265,602Commercial


35.7
%

35.6
%

36.1
%

37.3
%

36.6
%Commercial real estate mortgages


17.8


17.6


16.8


16.5


20.0Residential mortgages


29.1


27.4


27.3


27.6


28.5Real estate construction


6.9


10.1


12.3


10.7


7.8Equity lines of credit


6.0


5.1


3.7


3.9


3.6Installment loans


1.4


1.4


1.5


1.9


2.2Lease financing


3.1


2.8


2.3


2.1


1.3Loans and leases, excluding covered loans


100.0
%

100.0
%

100.0
%

100.0
%

100.0
%


The
Company's loan portfolio consists primarily of loans for business and real estate purposes. Generally, loans are made on the basis of an available cash-flow repayment
source as the first priority, with collateral being a secondary source for loan qualification. Although the legal lending limit for any one borrowing relationship was $318.1 million at
December 31, 2009, the Bank has established "house limits" for individual borrowings. These limits vary by internal risk rating.

The
Company's lending activities are predominantly in California, and to a lesser extent, New York and Nevada. Excluding covered loans, at December 31, 2009, California
represented 88 percent of total loans outstanding and Nevada and New York represented 2 percent and 4 percent, respectively. The remaining 6 percent of total loans
outstanding represented other states. Concentrations of credit risk arise when a number of clients are engaged in similar business activities, or activities in the same geographic region, or have
similar economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic conditions. Although the Company has a diversified loan
portfolio, a substantial portion of the loan portfolio and credit performance depends on the economic stability of Southern California. California has experienced significant declines in real estate
values and adverse effects of the recession. California also faces a significant budget deficit and its unemployment rate at December 31, 2009 was approximately 12 percent. The Company's
loan portfolio has been affected by the economy, but the impact is lessened by the Company having most of its loans in large metropolitan California cities such as Los Angeles, San Francisco and San
Diego and lesser in the outlying suburban communities that have seen higher declines in real estate values. The economic decline has been more severe in Nevada. The Nevada economy is heavily dependent
on travel, tourism and construction. During early 2008, financial conditions in these sectors began to deteriorate rapidly. The decline in the economy has led to an increase in the Nevada unemployment
rate to approximately 13 percent. The consensus outlook for 2010 is that the Nevada economy will

76

---



Table of Contents

remain
challenged as residential foreclosures continue to mount and overall consumer spending, which correlates to travel and tourism spending, is expected to remain suppressed given nationwide higher
unemployment and general uncertainty about the economy. The Company's Nevada portfolio has been broadly affected with the most significant stress in the construction and land portfolios. The Company
has very few residential mortgage loans in Nevada. The New York loan portfolio primarily relates to private banking clients in the Entertainment and Legal industries which continue to perform well.

The
following loan information excludes covered loans. Covered loans are discussed in more detail on Page 81 of this section.

Commercial and Lease Financing

Commercial loans, including lease financing, were $4.71 billion at December 31, 2009, representing 38.8 percent of
the loan portfolio, excluding covered loans, compared with $4.78 billion, or 38.4 percent of the loan portfolio, at December 31, 2008. The average outstanding loan balance per
borrower in the commercial loan portfolio at December 31, 2009 was approximately $1.1 million. See also "Results of OperationsNet Interest Income."

To
grow, diversify and manage concentration risk of the Company's loan portfolio, the Company purchases and sells participations in loans. Included in this portfolio are purchased
participations in Shared National Credits ("SNC"). As of December 31, 2009, purchased SNC commitments totaled $1.03 billion, or 6 percent of total loan commitments. Outstanding
loan balances on purchased SNCs were $631.0 million, or approximately 5 percent of total loans outstanding, excluding covered loans, and 4.5 percent of total loans outstanding at
December 31, 2009. At December 31, 2008, purchased SNC commitments totaled $1.31 billion, and outstanding balances totaled $707.9 million. The decline in the purchased SNC
portfolio during 2009 was related to real estate and commercial credits.

SNC
purchases represent a prudent portfolio growth and diversification strategy for the Company. It provides the Company the opportunity to extend credit and other fee-based
services and products to companies and their owners and/or principals, whose borrowing needs exceed the Company's desired credit exposure to one borrower. Risk is shared among several banks. The
Company generally purchases SNCs where either the owner or the borrower has operations domiciled in the Company's market area and where there is an opportunity to cross-sell products and
services in addition to the subject credit facility. The Company performs a similar level of due diligence on SNC as it does for non-SNC credit facilities. The amount of purchased SNC
loans is controlled and monitored through the Company's concentration limits. SNC loans are originated by selected departments that specialize and understand the complexity of larger loans and
borrowers. By definition there is no fundamental difference in credit risk between a SNC and a non-SNC borrower. The Company believes the primary risk associated with a SNC loan compared
to a non-SNC loan is that the account management strategy is subject to a consensus agreement among the agent bank and the lenders, which may differ from the Company's account management
strategy. The Company manages this risk by purchasing SNC loans only from pre-approved agent banks, where the Company evaluates the agent bank's industry and management expertise.
Additionally, the Company evaluates the financial capacity of the agent bank through its Regulation F process for managing Interbank liabilities. This includes performing periodic financial
analyses of the agent bank and tracking and maintaining exposure levels consistent with the credit quality.

The
commercial loan portfolio at December 31, 2009 also includes $73.4 million of loans to borrowers in the for-sale housing industry not secured by real
estate.

77

---



Table of Contents

Following
is a breakdown of commercial loans and lease financing to businesses engaged in the industries listed:

Commercial Loans and Leases by Industry

December 31,(in thousands)

2009

%

2008

%Services (1)

$
868,090


18.4

$
1,000,811


20.9Entertainment


1,010,704


21.5


853,239


17.8Wholesale trade


253,464


5.4


330,816


6.9Manufacturing


352,924


7.5


419,527


8.8Public finance


257,002


5.4


240,665


5.0Real estate owner/lessors (2)


461,885


9.8


494,832


10.3Construction/development (2)


233,749


5.0


253,749


5.3Finance and insurance


705,429


15.0


598,117


12.5Retail trade


377,352


8.0


361,019


7.5Other


189,068


4.0


230,790


5.0Total

$
4,709,667


100.0

$
4,783,565


100.0Nonaccrual loans

$
81,989




$
46,238Percentage of total commercial loans


1.74
%




0.97
%


---

Residential Mortgage

Residential mortgage loans, which comprised 29.1 percent of total loans, excluding covered loans, in 2009, grew
$118.6 million, or 3 percent, to $3.53 billion at December 31, 2009. In 2009, 100 percent of the portfolio was originated internally, primarily as an accommodation
to existing clients. The Company has not purchased any residential mortgage loans since 1997, except for CRA purposes and the $7.5 million of residential mortgage loans acquired in the
FDIC-assisted acquisition of ICB. The residential first mortgage loans originated internally have a weighted average loan-to-value ("LTV") ratio of
49 percent at origination for 2009, compared to 50 percent for 2008. The average loan-to-value ratio is calculated as a simple average of LTV ratios at
origination. The Company's average LTV ratio has remained steady and is indicative of the quality of the Company's underwriting standards. The average outstanding loan balance per borrower in the
residential mortgage loan portfolio at December 31, 2009 was $0.9 million. At December 31, 2009, residential mortgage loans totaling approximately $15.5 million were on
nonaccrual.

The
following table provides the composition of residential mortgage loans at December 31, 2009 by LTV ratio at origination:

Loan-to-value

Residential
MortgagesLess than 60%


61.1
%Over 60% through 65%


11.4Over 65% through 70%


10.7Over 70% through 75%


10.0Over 75% through 80%


6.6Over 80%


0.2


78

---



Table of Contents

Commercial Real Estate Mortgage

Commercial real estate mortgages, representing 17.8 percent of the loan portfolio, excluding covered loans, were comprised of
94.8 percent commercial properties and 5.2 percent multi-family condominium or apartment loans. The average outstanding loan balance per borrower in the commercial real estate mortgage
portfolio at December 31, 2009 was $2.0 million. A breakdown of real estate mortgage loans by collateral type follows:

Commercial Real Estate Mortgage Loans by Collateral Type

December 31,(in thousands)

2009

%

2008

%Industrial

$
885,948


41.0

$
959,854


43.9Office buildings


461,525


21.4


443,545


20.3Shopping centers


267,202


12.4


218,832


10.0Land, agriculture


45,442


2.1


46,578


2.1Non-profit (religious/schools)


22,330


1.0


24,621


1.1Auto dealership


51,258


2.4


50,486


2.3Condominiums/apartments


112,917


5.2


119,117


5.5Other


314,829


14.5


321,655


14.8Total

$
2,161,451


100.0

$
2,184,688


100.0Nonaccrual loans

$
76,027




$
8,924Percentage of total commercial real estate mortgage loans


3.52
%




0.41
%


Real Estate Construction

The real estate construction portfolio includes land loans and loans to develop or construct and sell residential and commercial
properties. These loans represent 6.9 percent of the Company's $12.15 billion loan portfolio, excluding covered loans, and a significant majority of the loans have guarantors. The real
estate construction portfolio includes approximately $190.2 million of loans to borrowers in the for-sale housing industry. Real estate construction loans are made on the basis of
the economic viability for the specific project, the cash flow resources of the developer, the developer's equity in the project, and the underlying financial strength of the borrower. The Company's
policy is to monitor each loan with respect to the project's incurred costs, sales price and absorption. The average

79

---



Table of Contents

outstanding
loan balance per borrower in the real estate construction loan portfolio at December 31, 2009 was $6.6 million. Following is a breakdown of real estate construction loans by
collateral type:

Real Estate Construction Loans by Collateral Type

December 31,(in thousands)

2009

%

2008

%Industrial

$
135,219


16.2

$
182,746


14.61-4 family


82,420


9.9


181,863


14.5Office buildings


86,210


10.3


139,463


11.1Land, commercial


140,341


16.8


233,513


18.7Land, residential


107,766


12.9


177,269


14.2Shopping centers


90,982


10.9


139,021


11.1Condominiums/apartments


124,932


14.9


138,339


11.0Other


67,719


8.1


59,820


4.8Total

$
835,589


100.0

$
1,252,034


100.0Nonaccrual loans

$
202,605




$
149,536Percentage of total real estate construction loans


24.25
%




11.94
%


The
construction loan portfolio continued to show signs of weakness during 2009. In the commercial sector, sales and lease absorption rates slowed, and values and lease rates declined
due to economic slowdown. In the residential sector, the value of land continued to deteriorate even as new home sales activity in certain markets continues to strengthen.

Equity Lines of Credit

Equity lines of credit which comprised 6.0 percent of total loans, excluding covered loans, at December 31, 2009 are made
primarily to existing clients. Equity lines of credit originated internally have an average LTV ratio of 53 percent at origination for 2009, compared to 54 percent for 2008. The average
loan-to-value ratio is calculated as a simple average of LTV ratios at origination. The quality of the portfolio is due to the Company's conservative underwriting standards at
origination. The average outstanding loan balance per borrower in the equity lines of credit portfolio at December 31, 2009 was $0.3 million. At December 31, 2009, equity lines of
credit totaling approximately $3.4 million were on nonaccrual.

The
following table provides the composition of equity lines of credit at December 31, 2009 by LTV ratio at origination:

Loan-to-value

Equity lines of creditLess than 60%


60.7
%Over 60% through 65%


12.5Over 65% through 70%


11.6Over 70% through 75%


9.0Over 75% through 80%


4.7Over 80%


1.5


Installment

Installment loans consist primarily of loans to individuals for personal purchases. At December 31, 2009, installment loans
comprised 1.4 percent of total loans, excluding covered loans. The average

80

---



Table of Contents

outstanding
loan balance per borrower in the installment loan portfolio at December 31, 2009 was $0.1 million. Installment loans totaling approximately $9.2 million were on
nonaccrual at December 31, 2009.

Covered Loans

Covered loans represent loans acquired from the FDIC that are subject to a loss sharing agreement and were $1.85 billion as of
December 31, 2009. The Company evaluated the acquired loans and concluded that all loans would be accounted for under ASC 310-30. Loans are accounted for under ASC
310-30 when there is evidence of credit deterioration since origination and for which it is probable, at acquisition, that the Company would be unable to collect all contractually required
payments. The following table reflects the carrying value of the acquired loans as of December 31, 2009:

(in thousands)

December 31, 2009Multifamily residential

$
1,183,972Commercial real estate


454,124Construction and land


193,179Other


20,547Total covered loans

$
1,851,822


As
of December 18, 2009, the preliminary estimates of the contractually required payments receivable for all acquired impaired loans were $3.84 billion, the cash flows
expected to be collected were $2.55 billion, and the fair value of the loans was $1.86 billion. These amounts were determined based on the estimated remaining life of the underlying
loans, which includes the effects of estimated prepayments. None of the acquired loans were classified as nonaccrual loans at December 31, 2009. Interest income is recognized on acquired
impaired loans through accretion of the difference between the carrying amount of the loans and their expected cash flows. There was no allowance for loan losses related to the acquired impaired loans
as of December 31, 2009. Because of the short time period between the closing of the transaction and December 31, 2009, certain amounts related to the acquired impaired loans are
preliminary estimates and adjustments to these amounts may occur as the Company finalizes its analysis of these loans.

Changes
in the carrying amount and accretable yield for acquired impaired loans were as follows for the period from December 18, 2009 through December 31, 2009:

December 31, 2009(in thousands)

Carrying Amount
of Loans

Accretable
YieldBalance at beginning of period (1)

$
1,862,515

$
691,086Accretion


3,960


(3,960
)Payments received


(14,653
)

Balance at end of period

$
1,851,822

$
687,126


---

The
Company recorded an FDIC indemnification asset that represents the present value of the expected reimbursement from the FDIC related to expected losses on acquired loans and OREO.
The FDIC indemnification asset was $380.7 million at December 31, 2009.

81

---



Table of Contents

Portfolio Characteristics

The Company's lending activities are predominantly in California, and to a lesser extent, New York and Nevada. Concentrations of credit
risk arise when a number of clients are engaged in similar business activities, or activities in the same geographic region, or have similar economic features that would cause their ability to meet
contractual obligations to be similarly affected by changes in economic conditions. Although the Company has a diversified loan portfolio, a substantial portion of the loan portfolio and credit
performance depends on the economic stability of Southern California. Credit performance also depends, to a lesser extent, on economic conditions in the San Francisco Bay area, New York and Nevada.

Inherent
in any loan portfolio are risks associated with certain types of loans. The Company assesses and manages credit risk on an ongoing basis through diversification guidelines,
lending limits, credit review and approval policies, and internal monitoring. As part of the control process, an independent credit risk review department regularly examines the Company's loan
portfolio and other credit-related products, including unused commitments and letters of credit. In addition to this internal credit process, the Company's loan portfolio is subject to examination by
external regulators in the normal course of business. Credit quality is influenced by underlying trends in the economic and business cycle. The Company also seeks to manage and control its risk
through diversification of the portfolio by type of loan, industry concentration, and type of borrower as well as specific maximum loan-to-value guidelines at origination for
various categories of real estate-related loans other than residential first mortgage loans. These ratios exclude acquired loans that are covered by an FDIC loss share agreement and are as follows:

LTV Guidelines

Category of Real Estate Collateral

LTV Ratio1-4 family


75
%Multi-family


75Equity lines of credit


75Industrial


75Shopping centers


75Churches/religious


65Office building


70Other improved property


65Acquisition and development


65Land, nonresidential


50


During
2008, the Company reduced the LTV guidelines at origination for residential mortgages and equity lines of credit to 75 percent from 80 percent. The reduction in
these LTV guidelines was in response to declining home prices. At December 31, 2009, loans with LTV ratios in the 75 percent to 80 percent range at origination represented
6.6 percent of residential mortgages and 4.7 percent of equity lines of credit. These loans were originated in years 2001 through 2009.

Underwriting Guidelines

The Company has established underwriting guidelines for the origination of commercial loans. Generally, the factors listed below are
considered in the evaluation of a loan request. Additionally, the credit facilities are governed by loan agreements which require the periodic submission of financial and collateral information that
enables the Company to ascertain the financial condition of the borrowers and guarantors, adherence with covenants and condition of collateral.

82

---



Table of Contents

Commercial Loans



Commercial Real Estate and Construction Loans



Residential Mortgage Loans



Equity Lines of Credit



83

---



Table of Contents



The
Company underwrites variable rate loans at fully indexed rates.

Hybrid
loans have a 30-year maturity with a fixed period ranging from 3 to 10 years which converts to an adjustable rate mortgage with full amortization over the
remaining maturity. All hybrid loans are tied to the 1-Year Constant Maturities Treasury (CMT) index, with interest rate adjustments occurring annually. The initial rate cap is a maximum
of 2 percent for 3-year fixed-rate period loans and 5 percent for 5, 7 and 10-year fixed-rate period loans. The annual rate cap thereafter
is a maximum of 2 percent, with lifetime caps of 6 percent and 5 percent, respectively. The minimum floor rate is 3.5 percent. The Company does not originate negative
amortization loans. The Company typically originates mortgage loans to existing private banking clients whose history is well known to the Company. The underwriting policies for hybrid loans are the
same as the underwriting policies for residential mortgage loans.

The
Company's loan policy provides that any term loan on non-owner occupied properties should have minimum debt service coverage at origination ranging from 1.25 to 1 through
1.35 to 1 depending on property type. Any exception to these guidelines requires approval at higher levels of authority based on the type of exception. Exceptions are reviewed by the Credit Policy
Committee of the Bank.

The
federal banking regulatory agencies issued final guidance on December 6, 2006 on risk management practices for financial institutions with high or increasing concentrations of
commercial real estate ("CRE") loans on their balance sheets. The regulatory guidance reiterates the need for sound internal risk management practices for those institutions that have experienced
rapid growth in CRE lending, have notable exposure to specific types of CRE, or are approaching or exceeding the supervisory criteria used to evaluate the CRE concentration risk, but the guidance is
not to be construed as a limit for CRE exposure. The supervisory criteria are: total reported loans for construction, land development and other land represent 100 percent of the institution's
total risk-based capital, and both total CRE loans represent 300 percent or more of the institution's total risk-based capital and the institution's CRE loan portfolio
has increased 50 percent or more within the last 36 months. As of December 31, 2009, total loans for construction, land development and other land represented 52 percent of
total risk-based capital; total CRE loans represented 196 percent of total risk-based capital and the total portfolio of loans for construction, land development, other
land and CRE increased 55 percent over the last 36 months.

The
Company has no residential mortgage loans with high LTVs at origination (as defined in FDICIA as greater than 90 percent), loans with option ARM terms, as defined in ASC
825-10-55, "Financial InvestmentsConcentrations Involving Loan Product Terms," or that allow for negative amortization. The Company does
offer interest-only loans. Excluding covered loans, there were interest-only residential mortgages totaling approximately $945.1 million and home equity lines of credit
totaling approximately $734.2 million as of December 31, 2009. As of December 31, 2008, there were interest-only residential mortgages totaling approximately
$873.7 million and home equity lines of credit totaling approximately $635.3 million.

84

---



Table of Contents

The
Company's policy defines subprime loans as loans to applicants who typically have impaired credit histories, reduced repayment capacity, and a relatively higher default probability.
Subprime credit risk characteristics may include:



The
Company does not, and has not, offered a subprime loan program. All loans are judgmentally underwritten by reviewing the client's credit history, payment capacity and collateral
value. The Company does not consider loans with the above characteristics to be subprime if strong and verifiable mitigating factors exist. Mitigating factors include guarantees, low LTV ratios and
verified liquidity. As of December 31, 2009, the Company did not have any subprime loans in its loan portfolio based on the Company's definition.

Floating-rate
loans comprised 69.2 percent of the total loan portfolio at December 31, 2009 compared to 63.6 percent at December 31, 2008. At
December 31, 2009, 77.9 percent of outstanding commercial loans, including lease financing, 37.2 percent of commercial real estate loans, 51.7 percent of residential real
estate loans, 68.7 percent of installment loans and 69.2 percent of covered loans were floating-rate loans. Hybrid loans, which convert from fixed to floating rates, are
included in floating-rate loans.

The
loan maturities shown in the table below are based on contractual maturities. As is customary in the banking industry, loans that meet sound underwriting criteria can be renewed by
mutual agreement between the Company and the borrower. Because the Company is unable to estimate the extent to which its borrowers will renew their loans, the table is based on contractual maturities.

Loan Maturities

December 31, 2009(in thousands)

Commercial

Residential
Mortgages

Commercial
Real Estate
Mortgages

Real Estate
Construction

Equity Lines
of Credit

Installment

Covered
Loans

TotalAggregate maturities of balances due:In one year or lessInterest ratefloating

$
2,000,756

$
39,686

$
201,322

$
507,295

$
24,781

$
107,642

$
284,912

$
3,166,394Interest ratefixed


127,311


27,100


38,686


34,021





869


28,415


256,402After one year but within five yearsInterest ratefloating


1,366,616


26,084


335,375


277,355


32,260


4,285


203,329


2,245,304Interest ratefixed


488,289


75,269


389,476


14,469





20,141


34,918


1,022,562After five yearsInterest ratefloating


303,076


1,759,785


267,752


774


677,141


6,537


1,262,915


4,277,980Interest ratefixed


423,619


1,605,529


928,840


1,675





33,092


37,332


3,030,087Total loans

$
4,709,667

$
3,533,453

$
2,161,451

$
835,589

$
734,182

$
172,566

$
1,851,821

$
13,998,729


One of the significant risks associated with real estate lending involves environmental hazards on or in property affiliated with the loan. The
Company analyzes such risks through an evaluation performed by the Bank's Environmental Risk Management Unit for all loans secured by real estate. A Phase I Environmental Site Assessment
("ESA") report may be required if the evaluation determines it

85

---



Table of Contents

appropriate.
Other reasons would include the industrial use of environmentally sensitive substances or the proximity to other known environmental problems. A more comprehensive Phase II ESA
report is required in certain cases, depending on the outcome of the Phase I report.

Asset Quality

Allowance for Loan and Lease Losses and Reserve for Off-Balance Sheet Credit Commitments

A consequence of lending activities is that losses may be experienced. The amount of such losses will vary from time to time depending
upon the risk characteristics of the loan portfolio as affected by economic conditions, changing interest rates, and the financial performance of borrowers. The allowance for loan and lease losses and
the reserve for off-balance sheet credit commitments which provide for the risk of losses inherent in the credit extension process, are increased by the provision for credit losses charged
to operating expense. The allowance for loan and lease losses is decreased by the amount of charge-offs, net of recoveries. There is no exact method of predicting specific losses or
amounts that ultimately may be charged off on particular segments of the loan portfolio.

The
Company has an internal credit risk analysis and review staff that issues reports to the Audit and Risk Committee of the Board of Directors and continually reviews loan quality. This
analysis includes a detailed review of the classification and categorization of problem loans, potential problem loans and loans to be charged off, an assessment of the overall quality and
collectibility of the portfolio, consideration of the credit loss experience, trends in problem loans and concentration of credit risk, as well as current economic conditions, particularly in
California and Nevada. Management then evaluates the allowance, determines its appropriate level and the need for additional provisions, and presents its analysis to the Audit and Risk Committee which
ultimately reviews and approves management's recommendation.

The
provision is the expense recognized in the consolidated statements of income to adjust the allowance and reserve to the level deemed appropriate by management, as determined through
application of the Company's allowance methodology procedures. See "Critical Accounting Policies" on page 39.

86

---





Table of Contents

The following table summarizes the activity in the allowance for loan and lease losses and the reserve for off-balance sheet credit commitments for
the five years ended December 31:

Year ended December 31,(in thousands)

2009

2008

2007

2006

2005Loans and leases outstanding, excluding covered loans

$
12,146,908

$
12,444,259

$
11,630,638

$
10,386,005

$
9,265,602Average loans and leases outstanding, excluding covered loans

$
12,296,619

$
12,088,715

$
11,057,411

$
9,948,363

$
8,875,358Allowance for loan and lease losses (1)Balance, beginning of the year

$
224,046

$
168,523

$
155,342

$
153,983

$
148,568Loans charged-off:Commercial


(93,590
)

(25,257
)

(7,768
)

(7,320
)

(6,575
)Commercial real estate mortgages


(8,775
)

(552
)

(297
)

(94
)

(1,898
)Residential mortgages


(2,514
)










Real estate construction


(125,358
)

(44,097
)

(5,929
)

(684
)

Equity lines of credit


(2,016
)




(50
)

(11
)

Installment


(5,018
)

(1,116
)

(187
)

(62
)

(95
)Total loans charged-off


(237,271
)

(71,022
)

(14,231
)

(8,171
)

(8,568
)Recoveries of loans previously charged-off:Commercial


5,908


2,034


5,265


9,482


16,055Commercial real estate mortgages


112





11


1,305


345Residential mortgages


109


62








3Real estate construction


4,907


348


438


68


1,300Equity lines of credit


2











41Installment


317


100


40


113


84Total recoveries


11,355


2,544


5,754


10,968


17,828Net loans (charged-off)/recovered


(225,916
)

(68,478
)

(8,477
)

2,797


9,260Provision for credit losses


285,000


127,000


20,000


(610
)

Transfers from (to) reserve for off-balance sheet credit commitments


5,363


(2,999
)

(2,855
)

(828
)

(3,845
)Allowance of acquired institution








4,513





Balance, end of the year

$
288,493

$
224,046

$
168,523

$
155,342

$
153,983Net (charge-offs)/recoveries to average loans and leases, excluding covered loans


(1.84
)%

(0.57
)%

(0.08
)%

0.03
%

0.10
%Allowance for loan and lease losses to total period-end loans and leases, excluding covered loans


2.38
%

1.80
%

1.45
%

1.50
%

1.66
%Reserve for off-balance sheet credit commitmentsBalance, beginning of the year

$
22,703

$
19,704

$
16,424

$
15,596

$
11,751Recovery of prior charge-off








(67
)




Reserve of acquired institution








492





Provision for credit losses/transfers


(5,363
)

2,999


2,855


828


3,845Balance, end of the year

$
17,340

$
22,703

$
19,704

$
16,424

$
15,596


(1)The
allowance for loan and lease losses does not include any amounts related to loans acquired from the FDIC-assisted acquisition of ICB that
are accounted for under ASC 310-30.


87

---



Table of Contents




Based on an evaluation of individual credits, previous loan and lease loss experience, management's evaluation of the current loan portfolio, and
current economic conditions, management has allocated the allowance for loan and lease losses as shown for the past five years in the table below:

Allocation of Allowance for Loan and Lease Losses

Allowance amount

Percent of loans to total loans(in thousands)

2009

2008

2007

2006

2005

2009

2008

2007

2006

2005Commercial and lease financing

$
134,297

$
100,485

$
81,221

$
82,984

$
82,120


39
%

38
%

38
%

39
%

38
%Residential mortgages


15,546


9,140


9,255


8,778


8,423


29


27


27


28


29Commercial real estate mortgages


63,184


44,041


33,241


35,630


37,010


18


18


17


16


20Real estate construction


65,263


62,901


38,455


17,309


15,082


7


10


12


11


8Equity lines of credit


4,536


3,602


2,997


6,951


6,500


6


5


4


4


4Installment


5,667


3,877


3,354


3,690


4,848


1


2


2


2


1Total

$
288,493

$
224,046

$
168,523

$
155,342

$
153,983


100
%

100
%

100
%

100
%

100
%


While
the allowance is allocated by loan type above, the allowance is general in nature and is available for the portfolio in its entirety. The increase in allowance for 2009 reflects
the continuing disruptions in the credit markets and economic environment. Refer to theRecent Developmentssection of this report for further
discussion. In 2008, increased allocations to commercial, commercial real estate mortgage and real estate construction loans reflected the upheaval in the credit markets and ongoing weakness in the
housing sector.

Loans,
other than those included in large groups of smaller-balance homogeneous loans, are considered impaired when, based on current information and events, it is probable that the
Company will be unable to collect all amounts due according to the contractual terms of the loan agreement, including scheduled interest payments. The assessment for impairment occurs when and while
such loans are on nonaccrual, or when the loan has been restructured. When a loan with unique risk characteristics has been identified as being impaired, the amount of impairment will be measured by
the Company using discounted cash flows, except when it is determined that the primary (remaining) source of repayment for the loan is the operation or liquidation of the underlying collateral. In
these cases, the current fair value of the collateral, reduced by costs to sell, will be used in place of discounted cash flows. As a final alternative, the observable market price of the debt may be
used to assess impairment. Impaired loans with commitments of less than $500,000 are aggregated for the purpose of measuring impairment using historical loss factors as a means of measurement.

If
the measurement of the impaired loan is less than the recorded investment in the loan (including accrued interest, net deferred loan fees or costs and unamortized premium or
discount), an impairment allowance is recognized by creating or adjusting the existing allocation of the allowance for loan and lease losses. The Company's policy is to record cash receipts on
impaired loans first as reductions in principal and then as interest income.

At
December 31, 2009, there were $375.7 million of impaired loans included in nonaccrual loans, with an allowance allocation of $55.8 million. Impaired loans with an
allocated allowance were $274.7 million and impaired loans without an allocated allowance were $101.0 million. The remaining $13.0 million of nonaccrual loans at
December 31, 2009 are loans under $500,000 that are not individually evaluated for impairment. At December 31, 2008, there were $204.5 million of impaired loans included in
nonaccrual loans that had an allowance of $25.6 million allocated to them.

88

---



Table of Contents

Nonaccrual, Past Due, and Restructured Loans

Total nonperforming assets (nonaccrual loans and OREO), excluding covered OREO, were $442.0 million, or 3.62 percent of
total loans and OREO, excluding covered assets, at December 31, 2009, compared with $222.5 million, or 1.79 percent of total loans and OREO, at December 31, 2008. The
Company had OREO of $53.3 million and $11.4 million at December 31, 2009 and December 31, 2008, respectively. Nonperforming covered assets consist of OREO of
$60.6 million at December 31, 2009.

Troubled
debt restructured loans were $11.2 million, before specific reserves of $1.0 million, at December 31, 2009. At December 31, 2008, the Company had no
troubled debt restructured loans.

The
following table presents information concerning nonaccrual loans, OREO and loans which are contractually past due 90 days or more as to interest or principal payments and
still accruing:

December 31,(in thousands)

2009

2008

2007

2006

2005Nonaccrual loans:Commercial

$
81,989

$
46,238

$
17,103

$
2,977

$
5,141Commercial real estate mortgages


76,027


8,924


1,621


4,849


923Residential mortgages


15,488


3,171


387





294Real estate construction


202,605


149,536


55,632


12,678


7,650Equity lines of credit


3,422


1,921


679





21Installment


9,176


1,352


139


379


371Total


388,707


211,142


75,561


20,883


14,400OREO, excluding covered OREO


53,308


11,388








Total nonperforming assets, excluding covered OREO

$
442,015

$
222,530

$
75,561

$
20,883

$
14,400Covered OREO

$
60,558

$


$


$


$
Nonaccrual loans as a percentage of total loans, excluding covered loans


3.20
%

1.70
%

0.65
%

0.20
%

0.16
%Nonperforming assets, excluding covered OREO as a percentage of total loans and OREO, excluding covered assets


3.62


1.79


0.65


0.20


0.16Allowance for loan and lease losses to nonaccrual loans


74.22


106.11


223.03


743.87


1,069.33Allowance for loan and lease losses to total nonperforming assets, excluding covered OREO


65.27


100.68


223.03


743.87


1,069.33Allowance for loan and lease losses to total loans and leases, excluding covered loans


2.38


1.80


1.45


1.50


1.66Loans 90 days or more past due on accrual status, excluding covered loans:Commercial

$
3,651

$


$


$


$
Commercial real estate mortgages


1,582Residential mortgages


456


663








Other








1


337


Total

$
5,689

$
663

$
1

$
337

$
Covered loans 90 days or more past due on accrual status

$
173,309

$


$


$


$



89

---



Table of Contents

Company
policy requires that a loan be placed on nonaccrual status if either principal or interest payments are 90 days past due, unless the loan is both well secured and in
process of collection, or if full collection of interest or principal becomes uncertain, regardless of the time period involved. Loans accounted for under ASC 310-30 are generally
considered accruing and performing loans as the loans accrete interest income over the estimated life of the loan when cash flows are reasonably estimable. Accordingly, acquired impaired loans that
are contractually past due are still considered to be accruing and performing loans. If the timing and amount of future cash flows is not reasonably estimable, the loans may be classified as
nonaccrual loans and interest income is not recognized until the timing and amount of future cash flows can be reasonably estimated.

Loans
30 to 89 days delinquent, excluding covered loans, were $55.7 million at December 31, 2009 and $128.6 million at December 31, 2008. Covered loans
that are 30 to 89 days delinquent were $107.7 million at December 31, 2009. Loans 90 days or more past due on accrual status, excluding covered loans, were
$5.7 million at December 31, 2009 and $0.7 million at December 31, 2008. Covered loans that were 90 days or more past due on accrual status were
$173.3 million at December 31, 2009.

Nonaccrual
loans increased to $388.7 million at December 31, 2009 from $211.1 million at December 31, 2008, and net charge-offs increased to
$225.9 million, or 1.84 percent of average loans and leases, excluding covered loans, for 2009 compared to $68.5 million, or 0.57 percent of average loans and leases, in
2008. Net loan charge-offs for 2007 were $8.5 million, or 0.08 percent of average loans and leases. In accordance with the Company's allowance for loan and lease losses
methodology and in response to increased nonaccrual loans and net charge-offs, the Company increased its provision for loan and lease losses to $285.0 million during 2009 compared
to $127.0 million in 2008, a 124 percent increase. The allowance for loan and lease losses increased by 28.8 percent to $288.5 million as of December 31, 2009
compared to $224.0 million as of December 31, 2008. The ratio of the allowance for loan and lease losses as a percentage of total loans and leases, excluding covered loans, was
2.38 percent, 1.80 percent, and 1.45 percent at December 31, 2009, 2008, and 2007, respectively. The ratio of allowance for loan and lease losses as a percentage of total
loans and leases, excluding covered loans, increased by approximately 32 percent from December 31, 2008 to December 31, 2009. The allowance for loan and lease losses as a
percentage of nonperforming assets, excluding covered OREO, was 65.3 percent, 100.7 percent, and 223.0 percent at December 31, 2009, 2008, and 2007, respectively. The
Company believes that its allowance for loan and lease losses continues to be adequate.

While
there was significant growth in nonaccrual loans, the Company believes the allowance for loan and lease losses is adequate to cover the increase. All non-accrual loans
greater than $500,000 are considered impaired and are individually analyzed. The Company does not maintain a reserve for impaired loans where the carrying value of the loan is less than the fair value
of the collateral, reduced by costs to sell. Where the carrying value of the impaired loan is greater than the fair value of the collateral, less costs to sell, the Company specifically establishes an
allowance for loan and lease losses to cover the deficiency. This analysis ensures that the non-accruing loans have been adequately reserved.

90

---



Table of Contents

The
table below summarizes the activity in nonaccrual loans for the years ended December 31, 2009 and 2008:

Nonaccrual Loans

(in thousands)

2009

2008Balance, beginning of the year

$
211,142

$
75,561Loans placed on nonaccrual


645,224


276,845Charge-offs


(210,619
)

(53,252
)Loans returned to accrual status


(19,274
)

(450
)Repayments (including interest applied to principal)


(172,972
)

(63,563
)Transfers to OREO


(64,794
)

(23,999
)Balance, end of the year

$
388,707

$
211,142


In
addition to loans disclosed above as past due or nonaccrual, management has also identified $73.7 million of loans to 45 borrowers as of February 11, 2010, where the
ability to comply with the present loan payment terms in the future is questionable. However, the inability of the borrowers to comply with repayment terms was not sufficiently probable to place the
loan on nonaccrual status at December 31, 2009, and the identification of these loans is not necessarily indicative of whether the loans will be placed on nonaccrual status. This amount was
determined based on analysis of information known to management about the borrowers' financial condition and current economic conditions. Management's classification of credits as nonaccrual,
restructured or problems does not necessarily indicate that the principal is uncollectible in whole or part.

The
additional interest income that would have been recorded from nonaccrual loans, if the loans had not been on nonaccrual status was $21.6 million, $7.6 million, and
$3.8 million for the years ended December 31, 2009, 2008, and 2007, respectively. Interest payments received on nonaccrual loans are applied to principal unless there is no doubt as to
ultimate full repayment of principal, in which case the interest payments are recognized as interest income. Interest collected on nonaccrual loans and applied to principal was $5.9 million,
$2.4 million, and $1.4 million for the years ended December 31, 2009, 2008, and 2007, respectively. Interest income not recognized on nonaccrual loans reduced the net interest
margin by 13, 5, and 2 basis points for the years ended December 31, 2009, 2008, and 2007, respectively.

Other Real Estate Owned

OREO was $113.9 million and $11.4 million as of December 31, 2009 and 2008, respectively. The OREO balance for
year end 2009 includes covered OREO of $60.6 million, which represents OREO acquired from the FDIC-assisted acquisition of ICB that is subject to a loss sharing agreement. Excluding
covered OREO, the increase in remaining OREO was a result of new foreclosures, offset by sales and write downs. In 2009, the Company recognized write downs totaling $4.4 million on OREO and
gains of $1.0 million on initial transfers to OREO. There were no write downs of OREO or gains on initial transfers to OREO in 2008. The Company recognized a $1.3 million net gain on the
sale of OREO in 2009, compared to a $0.2 million net loss in 2008.

91

---



Table of Contents

Goodwill and Intangibles

The following table summarizes the Company's goodwill and other intangible assets as of December 31, 2009 and
December 31, 2008:

(in thousands)

December 31,
2008

Additions

Reductions

December 31,
2009Goodwill

$
493,399

$
36,592

$
(16,599
)
$
513,392Accumulated amortization


(33,981
)




571


(33,410
)Net goodwill

$
459,418

$
36,592

$
(16,028
)
$
479,982Customer-Relationship IntangiblesCore deposit intangibles

$
47,127

$
5,524

$
(29,796
)
$
22,855Accumulated amortization


(35,728
)

(3,833
)

29,796


(9,765
)Client advisory contracts


38,662


6,814





45,476Accumulated amortization


(9,442
)

(3,523
)




(12,965
)Net intangibles

$
40,619

$
4,982

$


$
45,601


In
2009, the Company recorded $0.5 million and $36.0 million of goodwill related to its acquisitions of a branch in San Jose and Lee Munder Capital Group, respectively.
Additionally, the Company recorded a core deposit intangible of $0.6 million and a client advisory contract intangible of $2.8 million, respectively, in association with these
acquisitions. On December 18, 2009, the Company acquired the banking operations of Imperial Capital Bank and recorded a $4.9 million core deposit intangible related to the deposits
acquired. Refer to Note 3,Business Combinations, in the Notes to Consolidated Financial Statements for further discussion of acquisitions.

The
reduction in goodwill is primarily due to the deconsolidation of a wealth management affiliate. The reductions to customer-relationship balances reflect the removal of accounts for
intangibles that were fully amortized at December 31, 2009.

Customer
relationship intangibles are amortized over their estimated lives. At December 31, 2009, the estimated aggregate amortization of intangibles for the years 2010 through
2014 is $8.1 million, $7.3 million, $5.4 million, $5.0 million, and $3.2 million, respectively.

Impairment Assessment

Management completed an assessment of goodwill and intangibles for impairment during the fourth quarter of 2009. The goodwill
assessment was completed at a reporting unit level. Fair values were determined using methods consistent with current industry practices for valuing similar types of companies. A market multiple of
net income was used to value the Bank reporting unit. The fair values of the wealth management affiliates were based on the fair values calculated for the affiliate noncontrolling interests. These
values were adjusted to determine an implied fair value for the entire firm, excluding any discount for lack of control and marketability. The resulting values for the affiliates were compared to
various other market valuation metrics. The sum of the fair values of the reporting units was compared with the Company's market capitalization on a range of dates including year end and subsequent to
year end. The excess of fair value over the Company's market capitalization on these dates reflects the value of the synergies and benefits that would arise from maintaining control over the Company.
Based upon the analysis performed, the fair values of the reporting units exceeded their carrying value (including goodwill); therefore, management concluded that no impairment of goodwill existed at
December 31, 2009.

Although
the economy and financial markets are showing signs of improvement, management will continue to evaluate goodwill for impairment on a quarterly basis. It is possible that a
future conclusion could be reached that all or a portion of the Company's goodwill is impaired, in which case a non-cash

92

---



Table of Contents

charge
for the amount of such impairment would be recorded in operations. Such a charge, if any, would have no impact on tangible capital and would not affect the Company's
"well-capitalized" designation.

The
assessment of customer-relationship intangibles for impairment was completed at the individual asset level. The fair value of core deposit intangibles was determined using
market-based core deposit premiums from previous deposit sale transactions. The fair value of core deposit intangibles exceeded their carrying amount at December 31, 2009. For client advisory
contract intangibles recorded by the wealth management affiliates, the undiscounted projected future cash flows associated with the client contracts was compared to their carrying value to determine
whether there was impairment. Management concluded that no impairment of customer-relationship intangibles existed at December 31, 2009.

Other Assets

Other assets include the following:

December 31,(in thousands)

2009

2008Accrued interest receivable

$
74,929

$
59,206Other accrued income


12,070


18,617Deferred compensation fund assets


44,564


43,090Stock in government agencies


123,217


54,163Private equity and alternative investments


37,416


35,633Mark-to-market on derivatives


52,309


69,588Income tax receivable


61,322


Prepaid FDIC assessment


85,127


Other


121,828


69,833Total other assets

$
612,782

$
350,130


Off-Balance Sheet

In the normal course of business, the Company is a party to financial instruments with off-balance sheet risk. These
financial instruments include commitments to extend credit, letters of credit, and financial guarantees; and to invest in private equity and alternative investments. These instruments involve, to
varying degrees, elements of credit and interest rate risk in excess of the amount reflected in the consolidated balance sheets.

Exposure
to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit, letters of credit, and financial guarantees
written is represented by the contractual notional amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for
on-balance sheet instruments.

Commitments
to extend credit are agreements to lend to a client as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration
dates or other termination clauses and may require payment of a fee. Since a portion of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily
represent future cash requirements. The Company evaluates each client's creditworthiness on a case-by-case basis.

The
Company had off-balance sheet loan commitments aggregating $4.68 billion at December 31, 2009, a decrease from $5.34 billion at December 31,
2008. Substantially all of the Company's loan

93

---



Table of Contents

commitments
are on a variable-rate basis and are comprised primarily of real estate and commercial loan commitments. In addition, the Company had $578.1 million outstanding in
bankers' acceptances and letters of credit of which $567.3 million relate to standby letters of credit at December 31, 2009. At December 31, 2008, bankers' acceptances and letters
of credit were $660.8 million of which $647.6 million related to standby letters of credit.

As
of December 31, 2009, the Company had private equity fund, alternative investment commitments and other commitments of $68.4 million, of which $51.3 million was
funded. As of December 31, 2008, the Company had private equity fund and alternative investment commitments of $63.7 million, of which $40.9 million was funded.

In
addition to the commitments described above, the Company enters into other contractual obligations in the ordinary course of business. Certain of these obligations, such as time
deposits and long-term debt, are recorded as liabilities in the consolidated financial statements. Other items, such as operating leases and agreements to purchase goods or services are
only required to be disclosed. The following table summarizes the Company's contractual obligations at December 31, 2009, and provides the expected cash payments (not including interest) to be
made in future periods to settle these obligations. Expected cash payments associated with time deposits and long-term debt are based on deposit maturity and principal payment dates,
respectively. Additional details regarding these obligations are provided in the footnotes to the financial statements as referenced in the table.

Contractual Obligations

Minimum Contractual Payments by Period(in thousands)

Total

Less than
1 year

1-3
years

3-5
years

More than
5 yearsTime deposits (Note 14)

$
2,407,217

$
2,178,856

$
196,903

$
30,460

$
998Long-term debt (Note 14)


793,675





150,353


208,167


435,155Operating leases (Note 9)


240,986


34,665


65,568


50,980


89,773Purchases of affiliate interests (Note 17)


30,999


1,281


7,103


5,102


17,513Purchase obligations (1)


105,005


20,411


33,764


29,869


20,961Contingent tax reserves (Note 10)


10,249





10,249





Total contractual obligations

$
3,588,131

$
2,235,213

$
463,940

$
324,578

$
564,400


(1)Represents
agreements to purchase data processing and software services.


Deposits and Borrowed Funds

Core deposits, which include noninterest-bearing deposits and interest-bearing deposits excluding time deposits of $100,000 and over,
provide a stable source of low cost funding. Average core deposits increased 23 percent to $13.05 billion in 2009 compared with $10.60 billion in 2008. The increase in average
deposits is largely due to the growth of interest-bearing and time deposits as depositors continued to seek a safe haven for their funds. Total deposits as of December 31, 2009 were
$17.38 billion, an increase of 37 percent from December 31, 2008. Approximately one-third of this year-over-year deposit growth was due to the
acquisition of ICB.

Certificates
of deposit of $100,000 or more totaled $1.65 billion at December 31, 2009, of which $751.2 million mature within three months, $762.2 million
mature within four months to one year and $137.2 million mature beyond one year.

At
December 31, 2009 and 2008, the aggregate amount of deposits by foreign depositors in domestic offices totaled $487.6 million and $441.2 million, respectively.
Brokered deposits were $20.2 million at December 31, 2009 and 2008.

94

---



Table of Contents

Borrowed
funds provide an additional source of funding for loan growth, although increased deposit growth in 2009 reduced the Company's short-term borrowings balance. The
average balance of short-term borrowings decreased to $467.2 million for 2009 from $1.77 billion for 2008. Short-term borrowings include federal funds purchased,
securities sold under agreements to repurchase, treasury tax and loan notes and FHLB borrowings.

The
average balance of other borrowings was $490.0 million for 2009 compared with $398.6 million for 2008. Other borrowings include ten-year subordinated notes
issued by the Bank and Corporation, senior notes issued by the Corporation and trust preferred securities.

On
July 15, 2009, the Bank issued a $50.0 million unsecured subordinated note to a third party investor. The subordinated note bears a 9 percent fixed rate of
interest for five years, thereafter, the rate is reset at the Bank's option to either LIBOR plus 600 basis points or to prime plus 500 basis points. The note matures on July 15, 2019. On
August 12, 2009, the Bank issued an additional $130.0 million in
subordinated notes of which $55.0 million were floating rate subordinated notes and $75.0 million were fixed rate subordinated notes. The fixed rate subordinated notes bear a fixed
interest rate of 9 percent. The floating rate subordinated notes bear a fixed interest rate of 9 percent for the initial five years from the date of issuance and thereafter bear an
interest rate equal to the three-month LIBOR rate plus 6 percent. The rate is reset quarterly and is subject to an interest rate cap of 10 percent throughout the term of the notes. These
subordinated notes mature on August 12, 2019. The subordinated notes qualify as Tier 2 capital for regulatory purposes.

On
December 8, 2009, City National Capital Trust I, a statutory trust formed by City National Corporation, issued $250.0 million of cumulative trust preferred securities.
The notes pay a fixed rate of 9.625 percent and mature on February 1, 2040. The trust preferred securities are included in long-term debt and qualify as Tier 1
capital.

The
remainder of the Company's other borrowings have maturity dates ranging from September 2011 to February 2013. Further information on borrowed funds is provided in Note 13 of
the Consolidated Financial Statements.

Capital

On November 21, 2008, City National Corporation received aggregate proceeds of $400 million from the Treasury under the
TARP Capital Purchase Program in exchange for 400,000 shares of cumulative perpetual preferred stock and a 10-year warrant to purchase up to 1,128,668 shares of the Company's common stock
at an exercise price of $53.16 per share. The preferred stock and warrant were recorded in equity on a relative fair value basis at the time of issuance. The preferred stock was valued by calculating
the present value of expected cash flows and the warrant was valued using an option valuation model. The allocated values of the preferred stock and warrants were approximately $389.9 million
and $10.1 million, respectively. The preferred stock is accreted to the redemption price of $400 million over five years. Cumulative dividends on the preferred stock are payable
quarterly at the rate of 5 percent for the first five years and increasing to 9 percent thereafter. The effective pre-tax cost to the Company for participating in the TARP
Capital Purchase Program is approximately 9.5 percent, consisting of 8.6 percent for dividends and 0.9 percent for the accretion on preferred stock, and is based on the statutory
tax rate. The preferred stock may be redeemed by the Corporation after three years. Prior to the end of three years, subject to the provisions of ARRA described below, the preferred stock may be
redeemed by the Corporation subject to the Treasury's consultation with the Corporation's regulatory agency. Following redemption of the preferred stock, the Treasury would liquidate the warrant at
the current market price. The warrant has a 10-year term and is immediately exercisable upon its issuance, with an exercise price, subject to anti-dilution adjustments, equal
to $53.16 per share of the common stock.

95

---



Table of Contents

On
December 30, 2009, the Corporation repurchased $200 million, or 50 percent, of the preferred shares that it had sold to the Treasury. The repurchase resulted in a
one-time, after-tax, non-cash charge of $4.0 million. The Company intends to repurchase the remaining $200 million of TARP preferred shares in 2010,
subject to regulatory approval.

The
ARRA was signed into law on February 17, 2009. ARRA contains a wide variety of programs intended to stimulate the economy and provide for extensive infrastructure, energy,
health, and education needs. In addition, ARRA imposes certain new executive compensation and corporate expenditure limits on all current and future TARP recipients, including the Corporation, until
the institution has repaid the Treasury.

On
May 28, 2009, the Corporation completed an offering of 2.8 million common shares at $39.00 per share. The net proceeds from the offering were $104.3 million. On
May 15, 2009, the underwriters exercised their over-allotment option to purchase an additional 420,000 shares of the Corporation's common stock at $39.00 per share. The net proceeds
from the exercise of the over-allotment option were $15.6 million. Common stock qualifies as Tier 1 capital.

At
December 31, 2009, the Corporation's and the Bank's Tier 1 capital, which is comprised of shareholders' equity as modified by certain regulatory adjustments, amounted to
$1.76 billion and $1.60 billion, respectively. At December 31, 2008, the Corporation's and the Bank's Tier 1 capital amounted to $1.63 billion and
$1.22 billion, respectively. The increase in the Corporation's Tier 1 capital compared with the prior year-end is due primarily to the May 2009 common stock offering and
November 2009 issuance of trust preferred debt, offset by the repurchase of the preferred shares issued to the Treasury.

The
following table presents the regulatory standards for well capitalized institutions and the capital ratios for the Corporation and the Bank at December 31, 2009 and 2008:

Regulatory
Well-Capitalized
Standards

December 31,
2009

December 31,
2008City National CorporationTier 1 leverage


N/A
%

9.48
%

10.44
%Tier 1 risk-based capital


6.00


12.20


11.71Total risk-based capital


10.00


15.15


13.40Tangible common shareholders equity to tangible assets (1)


N/A


6.15


6.99Tier 1 common shareholders' equity to risk-based assets (2)


N/A


8.91


8.38City National BankTier 1 leverage


5.00
%

8.72
%

7.87
%Tier 1 risk-based capital


6.00


11.23


8.81Total risk-based capital


10.00


13.96


10.50


(1)Tangible
common shareholders' equity to tangible assets is a non-GAAP financial measure that represents common shareholders' equity less
identifiable intangible assets and goodwill divided by total assets less identifiable assets and goodwill. Management reviews tangible common shareholders' equity to tangible assets in evaluating the
Company's capital levels and has included this ratio in response to market participant interest in tangible common shareholders' equity as a measure of capital. See reconciliation of the GAAP
financial measure to this non-GAAP financial measure below.


96

---



Table of Contents

(2)Tier 1
common shareholders' equity to risk-based assets is calculated by dividing (a) Tier 1 capital less
non-common components including qualifying perpetual preferred stock, qualifying noncontrolling interest in subsidiaries and qualifying trust preferred securities by
(b) risk-weighted assets. Tier 1 capital and risk-weighted assets are calculated in accordance with applicable bank regulatory guidelines. This ratio is a
non-GAAP measure that is used by investors, analysts and bank regulatory agencies, including the Federal Reserve in the Supervisory Capital Assessment Program, to assess the capital
position of financial services companies. Management reviews this measure in evaluating the Company's capital levels and has included this measure in response to market participant interest in the
Tier 1 common shareholders' equity to risk based assets ratio. See reconciliation of the GAAP financial measure to this non-GAAP financial measure below.


Reconciliation of GAAP financial measure to non-GAAP financial measure:

(in thousands)

December 31,
2009

December 31,
2008

December 31,
2007

December 31,
2006

December 31,
2005Common shareholders' equity

$
1,790,275

$
1,614,904

$
1,610,139

$
1,465,495

$
1,442,738Less: Goodwill and other intangible assets


(525,583
)

(500,037
)

(520,127
)

(287,561
)

(284,124
)Tangible common shareholders' equity (A)

$
1,264,692

$
1,114,867

$
1,090,012

$
1,177,934

$
1,158,614Total assets

$
21,078,757

$
16,455,515

$
15,889,290

$
14,884,309

$
14,581,809Less: Goodwill and other intangible assets


(525,583
)

(500,037
)

(520,127
)

(287,561
)

(284,124
)Tangible assets (B)

$
20,553,174

$
15,955,478

$
15,369,163

$
14,596,748

$
14,297,685Tangible common shareholders' equity to tangible assets (A)/(B)


6.15
%

6.99
%

7.09
%

8.07
%

8.10
%Tier 1 capital


1,760,136


1,588,254Less: Preferred stock


(196,048
)

(390,089
)Less: Noncontrolling interest


(26,339
)

(24,839
)Less: Trust preferred securities


(252,036
)

(5,155
)Tier 1 common shareholders' equity (C)

$
1,285,713

$
1,168,171Risk-weighted assets (D)

$
14,430,857

$
13,943,007Tier 1 common shareholders' equity to risk-based assets (C)/(D)


8.91
%

8.38
%


97

---





Table of Contents

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS  OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

We have made forward-looking statements in this document about the company, for which the company claims the protection of the safe
harbor provisions contained in the Private Securities Litigation Reform Act of 1995.

Forward-looking
statements are based on management's knowledge and belief as of today and include information concerning the company's possible or assumed future financial condition, and
its results of operations, business and earnings outlook. These forward looking statements are subject to risks and uncertainties. A number of factors, some of which are beyond the company's ability
to control or predict, could cause future results to differ materially from those contemplated by such forward-looking statements. These factors include (1) local, regional and international
business, economic and political conditions, (2) volatility and disruption in financial markets, including capital and credit markets, (3) significant changes in banking laws or
regulations, including without limitation, broad-based restructuring of financial industry regulation and as a result of the Emergency Economic Stabilization Act and the creation of, and amendments
to, the Troubled Asset Relief Program (TARP), and rules and regulations issued thereunder, including the TARP Standards for Compensation and Corporate Governance, (4) increases and required
prepayments in Federal Deposit Insurance Corporation
premiums and special federal assessments on financial institutions due to market developments and regulatory changes, (5) changes in the level of nonperforming assets, charge-offs,
other real estate owned expense and provision expense, (6) changes in inflation, interest rates, and market liquidity which may impact interest margins and impact funding sources,
(7) adequacy of the company's risk management framework, (8) company's ability to increase market share and control expenses, (9) company's ability to attract new employees and
retain and motivate existing employees, (10) increased competition in the company's markets, (11) changes in the financial performance and/or condition of the company's borrowers,
including changes in levels of unemployment, changes in customers' suppliers, and other counterparties' performance and creditworthiness, (12) a substantial and permanent loss of either client
accounts and/or assets under management at the company's investment advisory affiliates or its wealth management division, (13) changes in consumer spending, borrowing and savings habits,
(14) soundness of other financial institutions which could adversely affect the company, (15) protracted labor disputes in the company's markets, (16) earthquake, fire or other
natural disasters affecting the condition of real estate collateral, (17) the effect of acquisitions and integration of acquired businesses and de novo branching efforts, (18) the impact
of changes in regulatory, judicial or legislative tax treatment of business transactions, (19) changes in accounting policies or procedures as may be required by the Financial Accounting
Standards Board or regulatory agencies, and (20) the success of the company at managing the risks involved in the foregoing.

Forward-looking
statements speak only as of the date they are made, and the company does not undertake to update forward-looking statements to reflect circumstances or events that occur
after the date the statements are made, or to update earnings guidance, including the factors that influence earnings.

For
a more complete discussion of these risks and uncertainties, see Part I, Item 1A, titled "Risk Factors."

98

---



Table of Contents

QUARTERLY RESULTS

The following table summarizes quarterly operating results for 2009 and 2008:

2009 Quarterly Operating Results (Unaudited)

Quarter ended(in thousands)

March 31,

June 30,

September 30,

December 31,

TotalInterest income

$
169,491

$
175,876

$
180,419

$
184,014

$
709,800Interest expense


24,594


20,300


19,078


21,052


85,024Net interest income


144,897


155,576


161,341


162,962


624,776Provision for credit losses


50,000


70,000


85,000


80,000


285,000Net interest income after provision for credit losses


94,897


85,576


76,341


82,962


339,776Noninterest income


62,262


62,513


66,178


101,721


292,674Impairment loss on securities


(12,036
)

(1,537
)

(778
)

(2,094
)

(16,445
)Gain (loss) on sale of securities


(2,931
)

3,281


3,445


10,491


14,286Noninterest expense


132,985


144,134


143,765


159,244


580,128Income before taxes


9,207


5,699


1,421


33,836


50,163Income taxes


1,632


(986
)

(6,966
)

4,434


(1,886
)Net income

$
7,575

$
6,685

$
8,387

$
29,402

$
52,049Less: Net income (loss) attributable to noncontrolling interest


115


(88
)

348


335


710Net income attributable to City National Corporation

$
7,460

$
6,773

$
8,039

$
29,067

$
51,339Less: Dividends and accretion on preferred stock


5,501


5,501


5,502


9,399


25,903Net income available to common shareholders

$
1,959

$
1,272

$
2,537

$
19,668

$
25,436Net income per common share, basic

$
0.04

$
0.02

$
0.05

$
0.38

$
0.50Net income per common share, diluted

$
0.04

$
0.02

$
0.05

$
0.38

$
0.50


2008 Quarterly Operating Results (Unaudited)

Quarter ended(in thousands)

March 31,

June 30,

September 30,

December 31,

TotalInterest income

$
207,752

$
193,707

$
195,606

$
187,623

$
784,688Interest expense


59,587


43,539


42,802


38,864


184,792Net interest income


148,165


150,168


152,804


148,759


599,896Provision for credit losses


17,000


35,000


35,000


40,000


127,000Net interest income after provision for credit losses


131,165


115,168


117,804


108,759


472,896Noninterest income


78,847


81,881


82,550


74,497


317,775Impairment loss on securities








(31,936
)

(17,344
)

(49,280
)Gain (loss) on sale of securities


969


(417
)

(536
)

(1,527
)

(1,511
)Noninterest expense


141,087


140,501


146,197


159,978


587,763Income before taxes


69,894


56,131


21,685


4,407


152,117Income taxes


22,601


18,385


3,974


(3,177
)

41,783Net income

$
47,293

$
37,746

$
17,711

$
7,584

$
110,334Less: Net income (loss) attributable to noncontrolling interest


3,306


2,262


1,160


(1,350
)

5,378Net income attributable to City National Corporation

$
43,987

$
35,484

$
16,551

$
8,934

$
104,956Less: Dividends and accretion on preferred stock











2,445


2,445Net income available to common shareholders

$
43,987

$
35,484

$
16,551

$
6,489

$
102,511Net income per common share, basic

$
0.91

$
0.74

$
0.34

$
0.13

$
2.12Net income per common share, diluted

$
0.91

$
0.73

$
0.34

$
0.13

$
2.11


99

---





Table of Contents

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined
in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company's internal control over financial reporting is designed by, or under the
supervision of the Company's principal executive and principal financial officers and effected by the Company's Board of Directors, management and other personnel, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company's internal
control over financial reporting includes those policies and procedures that:

(i)    pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(ii)   provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

(iii)  provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a
material effect on the financial statements.

Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The
Company's management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2009, using the criteria for effective internal
control over financial reporting set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") inInternal ControlIntegrated
Framework. Based on this assessment, management believes that, as of December 31, 2009, the Company's internal control over financial reporting is effective.

KPMG LLP,
the independent registered public accounting firm that audited the Company's consolidated financial statements included in this Annual Report on
Form 10-K for the year ended December 31, 2009, has issued an audit report on the effectiveness of the Company's internal control over financial reporting in accordance with
the standards of the Public Company Accounting Oversight Board. That report appears on page A-2.

A-1

---



Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The
Board of Directors and Shareholders of City National Corporation:

We
have audited City National Corporation's (the Corporation) internal control over financial reporting as of December 31, 2009, based on criteria established in the Internal
ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Corporation's management is responsible for maintaining effective
internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal
Controls Over Financial Reporting. Our responsibility is to express an opinion on the Corporation's internal control over financial reporting based on our audit.

We
conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our
audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A
company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In
our opinion, City National Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2009, based on criteria
established in the Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We
also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of City National Corporation and
subsidiaries as of December 31, 2009 and 2008, and the related consolidated statements of income, equity and comprehensive income, and cash flows for each of the years in the
three-year period ended December 31, 2009, and our report dated February 26, 2010 expressed an unqualified opinion on those consolidated financial statements.



Los
Angeles, California
February 26, 2010

A-2

---



Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The
Board of Directors and Shareholders of City National Corporation:

We
have audited the accompanying consolidated balance sheets of City National Corporation and subsidiaries (the Corporation) as of December 31, 2009 and 2008 and the related
consolidated statements of income, shareholders' equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2009. These
consolidated financial statements are the responsibility of the Corporation's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.

In
our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of City National Corporation and subsidiaries as
of December 31, 2009 and 2008 and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2009, in conformity
with U.S. generally accepted accounting principles.

We
also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Corporation's internal control over financial reporting as of
December 31, 2009, based on criteria established in the Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO),
and our report dated February 26, 2010 expressed an unqualified opinion on the effectiveness of the Corporation's internal control over financial reporting.

As
discussed in Note 1 to the consolidated financial statements, in 2009 City National Corporation changed its method of accounting for noncontrolling interests and participating
securities and in 2008 City National Corporation changed its method of accounting for fair value.



Los
Angeles, California
February 26, 2010

A-3

---





Table of Contents

CITY NATIONAL CORPORATION        CONSOLIDATED BALANCE SHEETS

December 31,(in thousands, except share amounts)

2009

2008AssetsCash and due from banks

$
364,483

$
279,921Due from banksinterest-bearing


443,443


144,344Federal funds sold


5,000


Securities available-for-salecost $4,319,420 and $2,239,184 at December 31, 2009 and December 31, 2008, respectively:Securities pledged as collateral


226,985


223,506Held in portfolio


4,079,773


1,921,364Trading securities


154,302


295,598Loans and leases, excluding covered loans


12,146,908


12,444,259Covered loans


1,851,821


Total loans and leases


13,998,729


12,444,259Less allowance for loan and lease losses


288,493


224,046Net loans and leases


13,710,236


12,220,213Premises and equipment, net


124,309


131,294Deferred tax asset


164,038


226,854Goodwill


479,982


459,418Customer-relationship intangibles, net


45,601


40,619Bank-owned life insurance


76,834


74,575Affordable housing investments


93,429


74,577Customers' acceptance liability


2,951


1,714Other real estate owned ($60,558 covered by FDIC loss share at December 31, 2009)


113,866


11,388FDIC indemnification asset


380,743


Other assets


612,782


350,130Total assets

$
21,078,757

$
16,455,515LiabilitiesDemand deposits

$
7,753,936

$
6,140,619Interest checking deposits


2,278,586


988,313Money market deposits


4,546,532


3,699,900Savings deposits


393,177


146,590Time deposits-under $100,000


756,616


234,669Time deposits-$100,000 and over


1,650,601


1,442,033Total deposits


17,379,448


12,652,124Federal funds purchased and securities sold under repurchase agreements


626,779


908,157Other short-term borrowings


690


124,500Subordinated debt


340,137


161,595Long-term debt


471,029


246,554Reserve for off-balance sheet credit commitments


17,340


22,703Acceptances outstanding


2,951


1,714Other liabilities


176,238


262,923Total liabilities


19,014,612


14,380,270Redeemable noncontrolling interest


51,381


44,811Commitments and contingenciesEquityPreferred Stock; 5,000,000 shares authorized; 200,000 and 400,000 shares issued and aggregate liquidation preference of $200,000 and $400,000 at
December 31, 2009 and December 31, 2008, respectively


196,048


390,089Common Stock, par value $1.00 per share; 75,000,000 shares authorized; 53,885,886 and 50,961,457 shares issued at December 31, 2009 and December 31,
 2008, respectively


53,886


50,961Additional paid-in capital


513,550


389,077Accumulated other comprehensive loss


(3,049
)

(48,022
)Retained earnings


1,377,639


1,379,624Treasury shares, at cost2,349,430 and 2,413,039 shares at December 31, 2009 and December 31, 2008, respectively


(151,751
)

(156,736
)Total common shareholders' equity


1,790,275


1,614,904Total shareholders' equity


1,986,323


2,004,993Noncontrolling interest


26,441


25,441Total equity


2,012,764


2,030,434Total liabilities and equity

$
21,078,757

$
16,455,515


See accompanying Notes to the Consolidated Financial Statements.

A-4

---





Table of Contents

CONSOLIDATED STATEMENTS OF INCOME

For the year ended December 31,(in thousands, except per share amounts)

2009

2008

2007Interest IncomeLoans and leases

$
583,478

$
676,421

$
764,441Securities available-for-sale


123,743


104,356


122,545Trading securities


829


1,854


3,825Due from banksinterest-bearing


1,486


1,896


2,604Federal funds sold and securities purchased under resale agreements


264


161


686Total interest income


709,800


784,688


894,101Interest ExpenseDeposits


60,429


122,990


214,680Federal funds purchased and securities sold under repurchase agreements


8,292


27,592


32,491Subordinated debt


9,940


6,916


16,272Other long-term debt


6,032


9,295


14,728Other short-term borrowings


331


17,999


7,658Total interest expense


85,024


184,792


285,829Net interest income


624,776


599,896


608,272Provision for credit losses


285,000


127,000


20,000Net interest income after provision for credit losses


339,776


472,896


588,272Noninterest IncomeTrust and investment fees


117,062


132,214


140,753Brokerage and mutual fund fees


27,932


73,446


60,279Cash management and deposit transaction charges


51,669


48,307


35,261International services


31,007


32,449


30,399Bank-owned life insurance


3,053


2,752


2,690Gain (loss) on sale of other assets


1,276


(353
)

5,989Gain (loss) on sale of securities


14,286


(1,511
)

(1,374
)Gain on acquisition


38,206





Other


22,469


28,960


29,205Impairment loss on securities:Total other-than-temporary impairment loss on securities


(33,613
)

(49,280
)

Less: Portion of loss recognized in other comprehensive income


17,168





Net impairment loss recognized in earnings


(16,445
)

(49,280
)

Total noninterest income


290,515


266,984


303,202Noninterest ExpenseSalaries and employee benefits


320,949


357,015


331,091Net occupancy of premises


50,423


49,514


43,538Legal and professional fees


36,337


32,842


35,975Information services


27,835


26,969


23,364Depreciation and amortization


26,219


22,201


20,932Marketing and advertising


20,126


22,897


21,837Office services and equipment


14,995


15,548


15,544Amortization of intangibles


7,357


17,738


8,854Other real estate owned


7,967


569


FDIC assessments


28,053


6,242


1,506Other operating


39,867


36,228


32,290Total noninterest expense


580,128


587,763


534,931Income before income taxes


50,163


152,117


356,543Income taxes


(1,886
)

41,783


124,974Net income

$
52,049

$
110,334

$
231,569Less: Net income attributable to noncontrolling interest


710


5,378


8,856Net income attributable to City National Corporation

$
51,339

$
104,956

$
222,713Less: Dividends and accretion on preferred stock


25,903


2,445


Net income available to common shareholders

$
25,436

$
102,511

$
222,713Net income per share, basic

$
0.50

$
2.12

$
4.58Net income per share, diluted

$
0.50

$
2.11

$
4.50Shares used to compute income per share, basic


50,272


47,930


48,234Shares used to compute income per share, diluted


50,421


48,196


49,069Dividends per share

$
0.55

$
1.92

$
1.84


See accompanying Notes to the Consolidated Financial Statements.

A-5

---





Table of Contents

CITY NATIONAL CORPORATION        CONSOLIDATED STATEMENTS OF CASH FLOWS

For the year ended December 31,(in thousands)

2009

2008

2007Cash Flows From Operating ActivitiesNet income

$
52,049

$
110,334

$
231,569Adjustments to net income:Provision for credit losses


285,000


127,000


20,000Amortization of intangibles


7,357


17,738


8,854Depreciation and amortization


26,219


22,201


20,932Amortization of cost and discount on long-term debt


609


587


708Share-based employee compensation expense


14,409


14,956


13,949(Gain) loss on sale of other assets


(1,276
)

353


(5,989
)(Gain) loss on sale of securities


(14,286
)

1,511


1,374Gain on acquisition


(38,206
)




Impairment loss on securities


16,445


49,280


Other, net


14,041


(9,476
)

(18,362
)Net change in:Trading securities


147,696


(2,243
)

(145,448
)Deferred income tax benefit


(7,234
)

(70,177
)

6,395Other assets and other liabilities, net


(226,952
)

49,764


(1,270
)Net cash provided by operating activities


275,871


311,828


132,712Cash Flows From Investing ActivitiesPurchase of securities available-for-sale


(3,628,275
)

(362,651
)

(211,479
)Sales of securities available-for-sale


829,820


103,561


196,329Maturities and paydowns of securities available-for-sale


1,008,438


453,340


611,870Loan originations, net of principal collections


35,504


(901,208
)

(847,442
)Net payments for premises and equipment


(16,174
)

(35,428
)

(37,030
)Net cash acquired (paid) in acquisitions


453,719





(155,245
)Other investing activities, net


(7,034
)

(4,006
)

(15,508
)Net cash used in investing activities


(1,324,002
)

(746,392
)

(458,505
)Cash Flows From Financing ActivitiesNet increase (decrease) in deposits


2,614,128


829,619


(791,429
)Net (decrease) increase in federal funds purchased and securities soldunder repurchase agreements


(281,378
)

(636,254
)

1,121,508Net (decrease) increase in short-term borrowings, net of transfers from long-term debt


(1,179,849
)

24,500


2,475Net increase (decrease) in other borrowings


410,127


(121,910
)

146Proceeds from exercise of stock options


2,236


20,480


25,907Tax benefit from exercise of stock options


237


2,905


5,026Stock repurchases





(21,694
)

(105,450
)(Redemption) issuance of preferred stock


(200,000
)

389,867


Issuance of common stock


119,929





Issuance of common stock warrants





10,133


Cash dividends paid


(48,338
)

(92,886
)

(89,375
)Other financing activities, net


(300
)




Net cash provided by financing activities


1,436,792


404,760


168,808Net increase (decrease) in cash and cash equivalents


388,661


(29,804
)

(156,985
)Cash and cash equivalents at beginning of year


424,265


454,069


611,054Cash and cash equivalents at end of period

$
812,926

$
424,265

$
454,069Supplemental Disclosures of Cash Flow Information:Cash paid during the period for:Interest

$
83,820

$
189,501

$
300,307Income taxes


17,838


109,197


92,602Non-cash investing activities:Stock issued for acquisition

$


$


$
88,015Transfer of loans to other real estate owned


69,683


23,999


Transfer from securities available-for-sale to trading securities


6,400





Assets acquired (liabilities assumed) in acquisitions:Securities available-for-sale

$
314,432

$


$
15,951Covered loans


1,862,515





Loans


8,420





394,941Covered other real estate owned


58,761





Deposits


(2,113,195
)




(440,979
)Other borrowings


(1,056,039
)




(5,155
)


See accompanying Notes to the Consolidated Financial Statements.

A-6

---





Table of Contents

CITY NATIONAL CORPORATION  CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY  AND COMPREHENSIVE INCOME

City National Corporation Shareholders' Equity(in thousands, except share amounts)

Common
Shares
issued

Preferred
stock

Common
stock

Additional
paid-in
capital

Accumulated
other
comprehensive
income (loss)

Retained
earnings

Treasury
shares

Non-
controlling
interest

Total
equityBalance, December 31, 2006


50,718,794

$


$
50,719

$
386,900

$
(41,459
)
$
1,264,697

$
(195,363
)
$
25,680

$
1,491,174Adjustment to initially apply FASB Interpretation 48

















(28,036
)







(28,036
)Balance, January 1, 2007


50,718,794





50,719


386,900


(41,459
)

1,236,661


(195,363
)

25,680


1,463,138Net income (1)

















222,713





2,529


225,242Other comprehensive income net of taxAmortization of prior service cost














218











218Minimum pension liability adjustment














1,426











1,426Net unrealized gain on securities available-for-sale net of taxes of $17.5 million and reclassification of $2.0 million for net loss included in
net income














24,116











24,116Net unrealized gain on cash flow hedges net of taxes of $4.0 million and reclassification of $2.7 million net loss included in net
income














6,350











6,350Total comprehensive income























28,209


257,352Dividends and distributions to noncontrolling interest























(2,626
)

(2,626
)Issuance of shares under share-based compensation plans


105,384





105


(18,872
)







44,674





25,907Share-based employee compensation expense











13,854














13,854Tax benefit from share-based compensation plans











5,026














5,026Cash dividends paid

















(89,375
)







(89,375
)Repurchased shares, net




















(105,450
)




(105,450
)Issuance of shares for acquisition











7,911








80,104





88,015Change in redeemable noncontrolling interest











(20,119
)













(20,119
)Balance, December 31, 2007


50,824,178





50,824


374,700


(9,349
)

1,369,999


(176,035
)

25,583


1,635,722Net income (1)

















104,956





2,385


107,341Other comprehensive income net of taxAmortization of prior service cost














52











52Minimum pension liability adjustment














(347
)










(347
)Net unrealized loss on securities available-for-sale net of tax benefits of $30.1 million and reclassification of $0.5 million net gain included
in net income














(41,920
)










(41,920
)Net unrealized gain on cash flow hedges net of taxes of $2.5 million and reclassification of $3.2 million net gain included in net
income














3,542











3,542Total comprehensive income























2,385


68,668Dividends and distributions to noncontrolling interest























(2,527
)

(2,527
)Issuance of shares under share-based compensation plans


137,279





137


(20,650
)







40,993





20,480Issuance of preferred stock





389,867




















389,867Issuance of common stock warrants











10,133














10,133Preferred stock accretion





222











(222
)







Share-based employee compensation expense











14,755














14,755Tax benefit from share-based compensation plans











2,905














2,905Cash dividendsPreferred

















(2,223
)







(2,223
)Common

















(92,886
)







(92,886
)Repurchased shares, net




















(21,694
)




(21,694
)Net change in deferred compensation plans











787














787Change in redeemable noncontrolling interest











6,447














6,447Balance, December 31, 2008


50,961,457


390,089


50,961


389,077


(48,022
)

1,379,624


(156,736
)

25,441


2,030,434Net income (1)

















51,339





2,167


53,506Other comprehensive income, net of tax:Amortization of prior service cost














136











136Non-credit related impairment loss on investment securities, net of taxes of $7.2 million














(9,987
)










(9,987
)Net unrealized gain on securities available-for-sale, net of taxes of $41.3 million and reclassification of $0.7 million net loss included in net
income














57,482











57,482Net unrealized loss on cash flow hedges, net of tax benefit of $1.7 million and reclassification of $7.0 million net gain included in net
income














(2,658
)










(2,658
)Total comprehensive income























2,167


98,479Dividends and distributions to noncontrolling interest























(2,258
)

(2,258
)Issuance of common stock


3,220,000





3,220


116,409














119,629Issuance of shares under share-based compensation plans


(295,571
)




(295
)

(3,289
)







4,985





1,401Preferred stock accretion





5,959











(5,959
)







Redemption of preferred stock





(200,000
)



















(200,000
)Share-based employee compensation expense











14,293














14,293Tax expense from share-based compensation plans











(971
)













(971
)Cash dividends:Preferred

















(19,944
)







(19,944
)Common

















(27,421
)







(27,421
)Net change in deferred compensation plans











548














548Change in redeemable noncontrolling interest











(2,517
)













(2,517
)Other























1,091


1,091Balance, December 31, 2009


53,885,886

$
196,048

$
53,886

$
513,550

$
(3,049
)
$
1,377,639

$
(151,751
)
$
26,441

$
2,012,764


(1)Net
income excludes net income (loss) attributable to redeemable noncontrolling interest of ($1,457), $2,993 and $6,327 during 2009, 2008 and 2007,
respectively. Redeemable noncontrolling interest is reflected in the mezzanine section of the consolidated balance sheets. See Note 17 of the Notes to Consolidated Financial Statements.


See accompanying Notes to Consolidated Financial Statements.

A-7

---





Table of Contents

CITY NATIONAL CORPORATION        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Summary of Significant Accounting Policies

Organization

City National Corporation (the "Corporation") is the holding company for City National Bank (the "Bank"). The Bank delivers banking,
trust and investment services through 72 offices in Southern California, the San Francisco Bay area, Nevada and New York City. As of December 31, 2009, the Corporation had seven consolidated
investment advisory affiliates and a noncontrolling interest in two other firms. The Corporation also has two unconsolidated subsidiaries, Business Bancorp Capital Trust I and City National Capital
Trust I. Because the Bank comprises substantially all of the business of the Corporation, references to the "Company" mean the Corporation and the Bank together. The Corporation is approved as a
financial holding company pursuant to the Gramm-Leach-Bliley Act of 1999.

Consolidation and Noncontrolling Interest

The consolidated financial statements of the Company include the accounts of the Corporation, its non-bank subsidiaries,
the Bank and the Bank's wholly owned subsidiaries, after the elimination of all material intercompany transactions. The Company has
both redeemable and non-redeemable noncontrolling interest. A noncontrolling interest is the portion of equity in a subsidiary not attributable to a parent. Preferred stock of consolidated
bank affiliates that is owned by third parties is reflected as Noncontrolling interest in the equity section of the consolidated balance sheets. Redeemable noncontrolling interest includes
noncontrolling ownership interests that are redeemable at the option of the holder or outside the control of the issuer. The redeemable equity ownership interests of third parties in the Corporation's
investment advisory affiliates are not considered to be permanent equity and are reflected as Redeemable noncontrolling interest in the mezzanine section between liabilities and equity in the
consolidated balance sheets. Noncontrolling interests' share of subsidiary earnings is reflected as Net income attributable to noncontrolling interest in the consolidated statements of income.

The
Company's investment management and wealth advisory affiliates are organized as limited liability companies. The Corporation generally owns a majority position in each affiliate and
certain management members of each affiliate own the remaining shares. The Corporation has contractual arrangements with its affiliates whereby a percentage of revenue is allocable to fund affiliate
operating expenses ("operating share") while the remaining portion of revenue ("distributable revenue") is allocable to the Corporation and the noncontrolling owners. All majority-owned affiliates
that meet the prescribed criteria for consolidation are consolidated. In November 2009, the Company deconsolidated one of its affiliates, but retained a noncontrolling interest in that affiliate. The
Corporation's interest in two investment management affiliates in which it holds a noncontrolling share is accounted for using the equity method. Additionally, the Company has various interests in
variable interest entities that are not required to be consolidated. See Note 16 for a more detailed discussion on variable interest entities.

Use of Estimates

The Company's accounting and reporting policies conform to generally accepted accounting principles ("GAAP") and practices in the
financial services industry. To prepare the financial statements in conformity with GAAP, management must make estimates and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements, and income and

A-8

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 1. Summary of Significant Accounting Policies (Continued)

expenses
during the reporting period. Circumstances and events that differ significantly from those underlying our estimates and assumptions could cause actual financial results to differ from our
estimates. The material estimates included in the financial statements relate to the allowance for loan and lease losses, the reserve for off-balance sheet credit commitments, valuation of
stock options and restricted stock, income taxes, goodwill and intangible asset impairment, securities available-for-sale impairment, valuation of assets and liabilities
acquired in business combinations, valuation of noncontrolling interest and the valuation of financial assets and liabilities reported at fair value.

The
Company has applied its critical accounting policies and estimation methods consistently in all periods presented in these financial statements. The allowance for loan and lease
losses reflects management's ongoing assessment of the credit quality of the Company's portfolio, which is affected by a broad range of economic factors. Additional factors affecting the provision
include net loan charge-offs, nonaccrual loans, specific reserves, risk-rating migration and changes in the portfolio size. The Company's estimates and assumptions are expected
to change as changes in market conditions and the Company's portfolio occur in subsequent periods.

Basis of Presentation

The Company is on the accrual basis of accounting for income and expenses. The results of operations reflect any adjustments, all of
which are of a normal recurring nature, unless otherwise disclosed in this Form 10-K, and which, in the opinion of management, are necessary for a fair presentation of the results
for the periods presented. In accordance with the usual practice of banks, assets and liabilities of individual trust, agency and fiduciary funds have not been included in the financial statements.

Certain
prior year amounts have been reclassified or restated to conform to the current period presentation.

On
July 1, 2009, the Financial Accounting Standards Board Accounting Standards Codification ("ASC") became the official source of nongovernmental authoritative U.S. GAAP
other than guidance issued by the Securities and Exchange Commission ("SEC"). The ASC organizes GAAP by Topic-Subtopic-Section-Paragraph. References to GAAP contained in this
Form 10-K reflect the ASC reference structure.

Business Combinations

The Company applies the acquisition method of accounting for business combinations. Under the acquisition method, the acquiring entity
in a business combination recognizes 100 percent of the assets acquired and liabilities assumed at their acquisition date fair values. Management utilizes valuation techniques appropriate for
the asset or liability being measured in determining these fair values. Any excess of the purchase price over amounts allocated to assets acquired, including identifiable intangible assets, and
liabilities assumed is recorded as goodwill. Where amounts allocated to assets acquired and liabilities assumed is greater than the purchase price, a bargain purchase gain is recognized.
Acquisition-related costs are expensed as incurred.

A-9

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 1. Summary of Significant Accounting Policies (Continued)

Fair Value Measurements

The accounting guidance defines fair value for financial reporting purposes as the price that would be received to sell an asset or
paid to transfer a liability in an orderly market transaction between market participants at the measurement date (reporting date). Fair value is based on an exit price in the principal market or most
advantageous market in which the reporting entity could transact.

For
each asset and liability required to be reported at fair value, management has identified the unit of account and valuation premise to be applied for purposes of measuring fair
value. The unit of account is the level at which an asset or liability is aggregated or disaggregated for purposes of applying fair value measurement. The valuation premise is a concept that
determines whether an asset is measured on a standalone basis or in combination with other assets. The Company measures its assets and liabilities on a standalone basis then aggregates assets and
liabilities with similar characteristics for disclosure purposes.

Management
employs market standard valuation techniques in determining the fair value of assets and liabilities. Inputs used in valuation techniques are based on assumptions that market
participants would use in pricing an asset or liability. Inputs used in valuation techniques are prioritized in the fair value hierarchy as follows:

Level 1

Quoted market prices in an active market for identical assets and liabilities.Level 2

Observable inputs including quoted prices (other than Level 1) in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that
are not active, inputs other than quoted prices that are observable for the asset or liability such as interest rates, yield curves, volatilities and default rates, and inputs that are derived principally from or corroborated by observable market
data.Level 3

Unobservable inputs reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability based on the best information
available.


If
the determination of fair value measurement for a particular asset or liability is based on inputs from different levels of the fair value hierarchy, the level in the fair value
hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Management's assessment of the
significance of a particular input to the fair value measurement requires judgment and considers factors specific to the asset or liability measured.

The
Company records securities available-for-sale, trading securities and derivative contracts at fair value on a recurring basis. Certain other assets such as
impaired loans, other real estate owned ("OREO"), goodwill, customer-relationship intangibles and investments carried at cost are recorded at fair value on a nonrecurring basis. Nonrecurring fair
value measurements typically involve assets that are evaluated for impairment and for which any impairment is recorded in the period in which the remeasurement is performed.

A
description of the valuation techniques applied to the Company's major categories of assets and liabilities measured at fair value follows.

A-10

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 1. Summary of Significant Accounting Policies (Continued)

SecuritiesFair values for U.S. Treasury securities, marketable equity securities and trading securities, with the exception
of agency securities held in the trading account, are based on quoted market prices. Securities with fair values based on quoted market prices are classified in Level 1 of the fair value
hierarchy. Level 2 securities include the Company's portfolio of federal agency, mortgage-backed, state and municipal securities for which fair values are calculated with models using quoted
prices and other inputs directly or indirectly observable for the asset or liability. Prices for the significant majority of these securities are obtained through a third-party valuation source.
Management reviewed the valuation techniques and assumptions used by the provider and determined that the provider utilizes widely accepted valuation techniques based on observable market inputs
appropriate for the type of security being measured. Prices for the remaining securities are obtained from dealer quotes. Securities classified in Level 3 include certain collateralized debt
obligation instruments for which the market has become inactive. Fair values for these securities were determined using internal models based on assumptions that are not observable in the market.

LoansThe Company does not record loans at fair value on a recurring basis. Nonrecurring fair value adjustments are
periodically recorded on impaired loans. Loans measured for impairment based on the fair value of collateral or observable market prices are reported at fair value for disclosure purposes. The
majority of loans reported at fair value are measured for impairment by valuing the underlying collateral based on third-party appraisals or broker quotes. These loans are classified in Level 2
of the fair value hierarchy. In certain circumstances, appraised values or broker quotes are adjusted based on management's assumptions regarding current market conditions to determine fair value.
These loans are classified in Level 3 of the fair value hierarchy.

DerivativesThe fair value of non-exchange traded (over-the-counter) derivatives are
obtained from third party market sources that use conventional valuation algorithms. The Company provides client data to the third party sources for purposes of calculating the credit valuation
component of the fair value measurement of client derivative contracts. The fair values of interest rate contracts include interest receivable and cash collateral, if any. Although the Company has
determined that the majority of the inputs used to value derivative contracts fall within Level 2 of the fair value hierarchy, the credit valuation adjustments utilize Level 3 inputs,
such as estimates of credit spreads. The Company has determined that the impact of the credit valuation adjustments is not significant to the overall valuation of these derivatives. As a result, the
Company has classified the derivative contract valuations in their entirety in Level 2 of the fair value hierarchy.

The
fair value of foreign exchange options and transactions are derived from market spot and/or forward foreign exchange rates and are classified in Level 1 of the fair value
hierarchy.

Other Real Estate OwnedThe fair value of OREO is generally based on third-party appraisals performed in accordance with
professional appraisal standards and Bank regulatory requirements under the Financial Institutions Reform Recovery and Enforcement Act of 1989. Appraisals are reviewed and approved by the Company's
appraisal department. OREO measured at fair value based on third party appraisals or observable market data is classified in Level 2 of the fair value hierarchy. In certain circumstances, fair
value may be determined using a combination of inputs including appraised values, broker price opinions and recent market activity. The weighting of each input in the calculation of fair value is
based on management's assumptions regarding market
conditions. These assumptions cannot be observed in the market. OREO measured at fair value using non-observable inputs is classified in Level 3 of the fair value hierarchy.

A-11

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 1. Summary of Significant Accounting Policies (Continued)

Cash and Due From Banks

Cash on hand, cash items in the process of collection, and amounts due from correspondent banks and the Federal Reserve Bank are
included in Cash and due from banks on the consolidated balance sheets.

Securities

Securities are classified based on management's intention on the date of purchase. All securities other than trading securities are
classified as available-for-sale and are presented at fair value. Unrealized gains or losses on securities available-for-sale are excluded from net
income but are included as a separate component of other comprehensive income, net of taxes. Premiums or discounts on securities available-for-sale are amortized or accreted
into income using the interest method over the expected lives of the individual securities. The Company performs a quarterly assessment to determine whether a decline in fair value below amortized
cost is other than temporary. Amortized cost includes adjustments made to the cost of an investment for accretion, amortization, collection of cash and previous other-than temporary
impairment recognized in earnings. Other-than-temporary impairment exists when it is probable that the Company will be unable to recover the entire amortized cost basis of the
security. If the decline in fair value is judged to be other than temporary, the security is written down to fair value which becomes the new cost basis and an impairment loss is recognized.

For
debt securities, the classification of other-than-temporary impairment depends on whether the Company intends to sell the security or it more likely than not
will be required to sell the security before recovery of its cost basis, and on the nature of the impairment. If the Company intends to sell a security or it is more likely than not it will be
required to sell a security prior to recovery of its cost basis, the entire amount of impairment is recognized in earnings. If the Company does not intend to sell the security or it is not more likely
than not it will be required to sell the security prior to recovery of its cost basis, the credit loss component of impairment is recognized in
earnings and impairment associated with non-credit factors, such as market liquidity, is recognized in other comprehensive income net of tax. A credit loss is the difference between the
cost basis of the security and the present value of cash flows expected to be collected, discounted at the security's effective interest rate at the date of acquisition. The cost basis of an
other-than-temporarily impaired security is written down by the amount of impairment recognized in earnings. The new cost basis is not adjusted for subsequent recoveries in
fair value.

Realized
gains or losses on sales of securities available-for-sale are recorded using the specific identification method. Trading securities are valued at fair
value with any unrealized gains or losses included in net income.

Loans

Loans are generally carried at principal amounts less net deferred loan fees. Net deferred loan fees include deferred unamortized fees
less direct incremental loan origination costs. Net deferred fees are amortized into interest income over the terms of the loans for all loans except residential mortgages. Net deferred fees on
residential mortgage loans are amortized over the average expected life of the loans. The amortization is calculated using the effective yield method for all loans except revolving loans, for which
the straight-line method is used. Premiums or discounts on loans are

A-12

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 1. Summary of Significant Accounting Policies (Continued)

amortized
or accreted into income using the effective interest method. Interest income is accrued as earned.

Nonaccrual Loans:Loans are placed on nonaccrual status when a loan becomes contractually past due 90 days with respect to
interest or
principal unless the loan is both well secured and in the process of collection, or if full collection of interest or principal becomes uncertain. When a loan is placed on nonaccrual status, the
accrued and unpaid interest receivable is reversed and the accretion of net deferred loan fees ceases. Thereafter, interest collected on the loan is accounted for on the cash collection or cost
recovery method until qualifying for return to accrual status. Generally, a loan may be returned to accrual status when the delinquent principal and interest are brought current in accordance with the
terms of the loan agreement and certain ongoing performance criteria have been met.

Impaired Loans:The Company considers a loan to be impaired when it is probable that it will be unable to collect all amounts due
according to the
contractual terms of the loan agreement. Once a loan is determined to be impaired, the impairment is measured based on the present value of the expected future cash flows discounted at the loan's
effective interest rate, except that if the loan is collateral dependent, the impairment is measured by using the fair value of the loan's collateral. As a final alternative, the observable market
price of the debt may be used to assess impairment. Nonperforming loans greater than $500,000 are individually evaluated for impairment based upon the borrower's overall financial condition,
resources, and payment record, and the prospects for support from any financially responsible guarantors. Impairment on loans less than $500,000 is measured using historical loss factors, which
approximates the discounted cash flows method.

When
the measurement of the impaired loan is less than the recorded amount of the loan, an impairment is recognized by creating a valuation allowance with a corresponding charge to the
allowance for loan and lease losses or by adjusting an existing valuation allowance for the impaired loan.

The
Company's policy is to record cash receipts received on impaired loans first as reductions to principal and then to interest income.

Restructured Loans:A loan is classified as a troubled debt restructured when a borrower is experiencing financial difficulties that
lead to a
restructuring of the loan, and the Company grants concessions to the borrower in the restructuring that it would not otherwise consider. These concessions may include interest rate reductions,
principal forgiveness, extension of maturity date and other actions intended to minimize potential losses. Loans restructured at a rate equal to or greater than that of a new loan with comparable risk
at the time the loan is modified may be excluded from restructured loan disclosures in years subsequent to the restructuring if the loans are in compliance with their modified terms. Generally, a
nonaccrual loan that is restructured remains on nonaccrual for a period of six months to demonstrate that the borrower can meet the restructured terms. However, the borrower's performance prior to the
restructuring, or other significant events at the time of restructuring may be considered in assessing whether the borrower can meet the new terms and may result in the loan being returned to accrual
status after a shorter performance period. If the borrower's performance under the new terms is not reasonably assured, the loan remains classified as a nonaccrual loan.

A-13

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 1. Summary of Significant Accounting Policies (Continued)

Acquired Impaired Loans:Loans acquired at a discount for which it is probable that all contractual payments will not be received are
accounted for
under ASC Topic 310-30,Loans and Debt Securities Acquired with Deteriorated Credit Quality("ASC 310-30"). These loans are
recorded at fair value at the time of acquisition. Fair value of acquired impaired loans is determined using a discounted cash flow model based on assumptions about the amount and timing of principal
and interest payments, principal prepayments and estimates of principal defaults, loss given default and current market rates. Estimated credit losses are included in the determination of fair value,
therefore, an allowance for loan losses is not recorded on the acquisition date. The excess of expected cash flows at acquisition over the initial investment in acquired loans ("accretable yield") is
recorded as interest income over the life of the loans if the timing and amount of the future cash flows is reasonably estimable. Subsequent to acquisition, the Company aggregates loans into pools of
loans with common risk characteristics. Increases in estimated cash flows over those expected at the acquisition date are recognized as interest income, prospectively. Decreases in expected cash flows
after the acquisition date are recognized by recording an allowance for loan losses. Loans accounted for under ASC 310-30 are generally considered accruing and performing loans as the
loans accrete interest income over the estimated life of the loan when cash flows are reasonably estimable. Accordingly, acquired impaired loans that are contractually past due are still considered to
be accruing and performing loans. If the timing and amount of future cash flows is not reasonably estimable, the loans may be classified as nonaccrual loans and interest income is not recognized until
the timing and amount of future cash flows can be reasonably estimated.

Unfunded Loan Commitments:These commitments are generally related to providing credit facilities to clients of the Bank, and are not
actively traded
financial instruments. These unfunded commitments are disclosed as off-balance sheet financial instruments in Note 21 in the Notes to Consolidated Financial Statements.

Allowance for Loan and Lease Losses and Reserve for Off-Balance Sheet Credit Commitments

The Company accounts for the credit risk associated with lending activities through its allowance for loan and lease losses, reserve
for off-balance sheet credit commitments and provision for credit losses. The provision is the expense recognized in the consolidated statements of income to adjust the allowance and
reserve to the levels deemed appropriate by management, as determined through application of the Company's allowance methodology procedures. The provision for credit losses reflects management's
judgment of the adequacy of the allowance for loan and lease losses and the reserve for off-balance sheet credit commitments. It is determined through quarterly analytical reviews of the
loan and commitment portfolios and consideration of such other factors as the Company's loan and lease loss experience, trends in problem loans, concentrations of credit risk, underlying collateral
values, and current economic conditions, as well as the results of the Company's ongoing credit review process. As conditions change, our level of provisioning and the allowance for loan and lease
losses and reserve for off-balance sheet credit commitments may change.

For
commercial, non-homogenous loans that are not impaired, the Bank derives loss factors via a process that begins with estimates of probable losses inherent in the
portfolio based upon various statistical analyses. These include migration analysis, in which historical delinquency and credit loss experience is applied to the current aging of the portfolio, as
well as analyses that reflect current trends and conditions. Each portfolio of smaller balance homogeneous loans including residential first

A-14

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 1. Summary of Significant Accounting Policies (Continued)

mortgages,
installment, revolving credit and most other consumer loans is collectively evaluated for loss potential. Management also establishes a qualitative reserve that considers overall portfolio
indicators, including current and historical credit losses; delinquent, nonperforming and criticized loans; trends in volumes and terms of loans; and, an evaluation of overall credit quality and the
credit process, including lending policies and procedures, economic, geographical, product, and other environmental factors. Management also considers trends in internally risk-rated
exposures, criticized exposures, cash-basis loans, and historical and forecasted write-offs; and, a review of industry, geographic, and portfolio concentrations, including
current developments within those segments. In addition, management considers the current business strategy and credit process, including credit-limit setting and compliance, credit approvals, loan
underwriting criteria and loan workout procedures.

The
allowance for loan and lease losses attributed to impaired loans considers all available evidence, including as appropriate, the probability that a specific loan will default, the
expected exposure of a loan at default, an estimate of loss given default, the present value of the expected future cash flows discounted using the loan's contractual effective rate, the secondary
market value of the loan and the fair value of collateral.

The
quantitative portion of the allowance for loan and lease losses is adjusted for qualitative factors to account for model imprecision and to incorporate the range of probable outcomes
inherent in the estimates used for the allowance. The qualitative portion of the allowance attempts to incorporate the risks inherent in the portfolio, economic uncertainties, competition, regulatory
requirements and other subjective factors including industry trends, changes in underwriting standards, decline in the value of collateral for collateral dependent loans and existence of
concentrations. The reserve for off-balance sheet credit commitments is established by converting the off-balance sheet exposures to a loan equivalent amount and then applying
the methodology used for loans described above.

The
allowance for loan and lease losses and reserve for off-balance sheet credit commitments are increased by the provision for credit losses charged to operating expense.
The allowance for loan and lease losses is decreased by the amount of charge-offs, net of recoveries.

Other Real Estate Owned

OREO includes real estate acquired in full or partial satisfaction of a loan and is recorded at fair value less estimated costs to sell
at the acquisition date. The excess of the carrying amount of a loan over the fair value of real estate acquired (less costs to sell) is charged to the allowance for loan and lease losses. If the fair
value of OREO acquired exceeds the carrying amount of the loan, the excess is recorded as a gain on initial transfer in OREO expense. The fair value of OREO is generally based on a third party
appraisal or, in certain circumstances, may be based on a combination of an appraised value, broker price opinions and recent sales activity. Declines in the fair value of OREO that occur subsequent
to acquisition are charged to OREO expense in the period in which they are identified. Expenses for holding costs are charged to OREO expense as incurred.

Covered Assets

Covered assets include acquired loans ("covered loans") and OREO ("covered OREO") that are covered under a loss sharing agreement with
the Federal Deposit Insurance Corporation ("FDIC"). These assets were recorded at their fair value on acquisition date. In accordance with the acquisition

A-15

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 1. Summary of Significant Accounting Policies (Continued)

method
of accounting, there was no allowance brought forward on any of the acquired loans, as credit losses were included in the determination of fair value of the loans at acquisition date. The
acquired loans are recorded in Covered loans in the loan section of the consolidated balance sheets and the acquired OREO is recorded in Other real estate owned in the consolidated balance sheets.

Premises and Equipment

Bank premises and equipment are stated at cost less accumulated depreciation and amortization. Leasehold improvements are amortized
over the terms of the respective leases. Depreciation is generally computed on a straight-line basis over the estimated useful life of each type of asset. Gains and losses on dispositions
are reflected in current operations. Maintenance and repairs are charged to Office services and equipment expense in the consolidated statements of income.

Software

Capitalized software is stated at cost, less accumulated amortization. Capitalized software includes purchased software and
capitalizable application development costs associated with internally developed software. Amortization is computed on a straight-line basis and charged to expense over the estimated
useful life of the software which is generally 5 years. Capitalized software is included in Premises and equipment, net in the consolidated balance sheets.

Goodwill and Intangibles

The Company applies the acquisition method of accounting effective January 1, 2009. Previously, acquisitions were accounted for
using the purchase method. Under the acquisition method, the acquiring entity in a business combination recognizes 100 percent of the assets acquired and liabilities assumed, including
contingent consideration, in the transaction at their acquisition date fair values. Management utilizes valuation techniques based on discounted cash flow analysis to determine these fair values. Any
excess of the purchase price over amounts allocated to acquired assets, including identifiable intangible assets, and liabilities assumed is recorded as goodwill. Where amounts allocated to assets
acquired and liabilities assumed is greater than the purchase price, a bargain purchase gain is recognized. Intangible assets include core deposit intangibles and client advisory contract intangibles
(combined, customer-relationship intangibles) originating from acquisitions of financial services firms. Core deposit intangibles are amortized over a range of four to eight years and client advisory
contract intangibles are amortized over various periods ranging from four to 20 years. The weighted-average amortization period for the contract intangibles is 17.2 years.

Goodwill
and customer-relationship intangibles are evaluated for impairment at least annually or more frequently if events or circumstances, such as changes in economic or market
conditions, indicate that potential impairment exists. Given the volatility in the current economic environment, goodwill and customer-relationship intangibles are evaluated for impairment on a
quarterly basis. Goodwill is tested for impairment at the reporting unit level. A reporting unit is an operating segment or one level below an operating segment for which discrete financial
information is available and regularly reviewed by management. Fair values of reporting units are determined using methods consistent with current market practices for valuing similar types of
businesses. Valuations are generally based on market multiples of net income or gross revenues combined with an analysis of expected near and long-term financial performance. Management
utilizes market information including market comparables and

A-16

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 1. Summary of Significant Accounting Policies (Continued)

recent
merger and acquisition transactions to validate the reasonableness of its valuations. If the fair value of the reporting unit, including goodwill, is determined to be less than the carrying
amount of the reporting units, a further test is required to measure the amount of impairment. If an impairment loss exists, the carrying amount of the goodwill is adjusted to a new cost basis.
Subsequent reversal of a previously recognized goodwill impairment loss is prohibited.

Impairment
testing of customer-relationship intangibles is performed at the individual asset level. Impairment exists when the carrying amount of an intangible asset is not recoverable
and exceeds its fair value. The carrying amount of an intangible asset is not recoverable when the carrying amount of the asset exceeds the sum of undiscounted cash flows (cash inflows less cash
outflows) associated with the use and/or disposition of the asset. An impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value. The fair value of core
deposit intangibles is determined using market-based core deposit premiums from recent deposit sale transactions. The fair value of client advisory contracts is based on discounted expected future
cash flows. Management makes certain estimates and assumptions in determining the expected future cash flows from customer-relationship intangibles including account attrition, expected lives,
discount rates, interest rates, servicing costs and other factors. Significant changes in these estimates and assumptions could adversely impact the valuation of these intangible assets. If an
impairment loss exists, the carrying amount of the intangible asset is adjusted to a new cost basis. The new cost basis is amortized over the remaining useful life of the asset.

Private Equity and Alternative Investments

The Company has ownership interests in private equity, venture capital, real estate and hedge funds that are not publicly traded and do
not have readily determinable fair values. These investments are carried at cost in the Other assets section of the consolidated balance sheets.

Management
reviews these investments quarterly for possible other-than-temporary impairment. This review includes consideration of the facts and circumstances
associated with each investment, expectations for future cash flows and capital needs, the viability of the entity's business model and the likelihood that the capital invested will be recovered over
the expected timeframe of the investment. An impairment loss is recognized if it is deemed probable that the Company will not recover the cost of an investment. The impairment loss is recognized in
Other noninterest income in the consolidated statements of income. The new cost basis of the investment is not adjusted for subsequent recoveries in value.

Investment Fee Revenue

Investment fee revenue consists of fees, commissions, and markups on securities transactions with clients and money market mutual fund
fees.

International Services Income

International services income includes foreign exchange fees, fees on commercial letters of credit and standby letters of credit,
foreign collection and other fee income. International services fees are recognized when earned, except for the fees on commercial letters of credit and standby letters of credit which are deferred
and recognized into income over the terms of the letters of credit.

A-17

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 1. Summary of Significant Accounting Policies (Continued)

Share-based Compensation Plans

The Company measures the cost of employee services received in exchange for an award of equity instruments, such as stock options or
restricted stock, based on the fair value of the award on the grant date. This cost is recognized in the consolidated statements of income over the vesting period of the award.

The
fair value of each option award is estimated on the date of grant using a Black-Scholes option valuation model into which the Company inputs its assumptions. The Company evaluates
exercise behavior and values options separately for executive and non-executive employees. The Company uses historical data to predict option exercise and employee termination behavior.
Expected volatilities are based on the historical volatility of the Company's stock. The expected term of options granted is derived from the actual historical exercise activity over the past
20 years and represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on
the U.S. Treasury yield curve in effect at the time of grant. The dividend yield is equal to the dividend yield of the Company's stock at the time of the grant. As a practice, the exercise price of
the Company's stock option grants equals the closing market price of the Company's common stock on the date of the grant.

The
Company issues restricted stock awards which vest over a five-year period during which time the holder receives dividends and has full voting rights.
Twenty-five percent of the restricted stock awards vest two years from the date of grant, then twenty-five percent vests on each of the next three consecutive grant anniversary
dates. Restricted stock is valued at the closing price of the Company's stock on the date of award.

Income Taxes

The Company and its subsidiaries file a consolidated federal income tax return and also file income tax returns in various state
jurisdictions. The provision for income taxes includes current and deferred income tax expense on net income adjusted for permanent and temporary differences such as affordable housing tax credits and
interest income on state and municipal securities. Deferred tax assets and liabilities are recognized for the expected future tax consequences of existing temporary differences between the financial
reporting and tax reporting basis of assets and liabilities, as well as for operating losses and tax credit carry forwards, using enacted tax laws and rates. On a quarterly basis, management evaluates
its deferred tax assets to determine if these tax benefits are expected to be realized in future periods. This determination is based on facts and circumstances, including the Company's current and
future tax outlook. To the extent a deferred tax asset is no longer considered "more likely than not" to be realized, a valuation allowance is established.

Accrued
income taxes represent the estimated amounts due to or received from the various taxing jurisdictions where the Company has established a business presence. The balance also
includes a contingent reserve for potential taxes, interest and penalties related to uncertain tax positions. On a quarterly basis, management evaluates the contingent tax accruals to determine if
they are sufficiently reserved based on a probability assessment of potential outcomes. The determination is based on facts and circumstances, including the interpretation of existing law, new
judicial or regulatory guidance and the status of tax audits. From time to time, there may be differences in opinion with respect to the tax treatment accorded transactions. If a tax position which
was previously recognized on the financial statements is no longer "more likely than not" to be sustained upon a challenge from the taxing

A-18

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 1. Summary of Significant Accounting Policies (Continued)

authorities,
the tax benefit from the tax position will be derecognized. The Company recognizes accrued interest and penalties relating to uncertain tax positions as an income tax provision expense.

Earnings per Common Share

The Company calculates earnings per common share ("EPS") using the two-class method in accordance with ASC Topic 260, Earnings per Share.The two-class method requires the Company to present EPS as if all of the earnings for the period are distributed to
common shareholders and any participating securities, regardless of whether any actual dividends or distributions are made. All outstanding unvested share-based payment awards that contain rights to
nonforfeitable dividends are considered participating securities. The Company grants restricted shares under a share-based compensation plan that qualify as participating securities. Restricted shares
issued under the Company's share-based compensation plan are entitled to dividends at the same rate as common stock.

Basic
EPS is computed by dividing distributed and undistributed earnings available to common shareholders by the weighted average number of common shares outstanding for the period.
Distributed and undistributed earnings available to common shareholders represent net income reduced by preferred stock dividends and distributed and undistributed earnings available to participating
securities. Common shares outstanding include common stock and vested restricted stock awards. Diluted EPS reflects the assumed conversion of all potential dilutive securities.

Derivatives and Hedging

As part of its asset and liability management strategies, the Company uses interest-rate swaps to mitigate
interest-rate risk associated with changes to (1) the fair value of certain fixed-rate deposits and borrowings (fair value hedges) and (2) certain cash flows
related to future interest payments on variable rate loans (cash flow hedges). Interest-rate swap agreements involve the exchange of fixed and variable rate interest payments between
counterparties based upon a notional principal amount and maturity date. The Company evaluates the creditworthiness of counterparties prior to entering into derivative contracts, and has established
counterparty risk limits and monitoring procedures to reduce the risk of loss due to nonperformance. The Company recognizes derivatives as assets or liabilities on the consolidated balance sheets at
their fair value. The treatment of changes in the fair value of derivatives depends on the character of the transaction. The Company's interest-rate risk management contracts qualify for
hedge accounting treatment under ASC Topic 815,Derivatives and Hedging.

The
Company documents its hedge relationships, including identification of the hedging instruments and the hedged items, as well as its risk management objectives and strategies for
undertaking the hedge transaction at the time the derivative contract is executed. This includes designating each derivative contract as either (i) a "fair value hedge" which is a hedge of a
recognized asset or liability or (ii) a "cash flow hedge" which hedges a forecasted transaction or the variability of the cash flows to be received or paid related to a recognized asset or
liability. All derivatives designated as fair value or cash flow hedges are linked to specific hedged items or to groups of specific assets and liabilities on the balance sheet.

Both
at inception and at least quarterly thereafter, the Company assesses whether the derivatives used in hedging transactions are highly effective (as defined in the guidance) in
offsetting changes in either the fair value or cash flows of the hedged item. Retroactive effectiveness is assessed, as well as the continued expectation that the hedge will remain effective
prospectively.

A-19

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 1. Summary of Significant Accounting Policies (Continued)

For
cash flow hedges, in which derivatives hedge the variability of cash flows (interest payments) on loans that are indexed to U.S. dollar LIBOR or the Bank's prime interest rate, the
effectiveness is assessed prospectively at the inception of the hedge, and prospectively and retrospectively at least quarterly thereafter.

Ineffectiveness
of the cash flow hedges is measured using the hypothetical derivative method described in Derivatives Implementation Group Issue G7,"Measuring
the Ineffectiveness of a Cash Flow Hedge of Interest Rate Risk under Paragraph 30(b) When the Shortcut Method is not Applied."For cash flow hedges, the effective
portion of the changes in the derivatives' fair value is not included in current earnings but is reported as Accumulated other comprehensive income (loss) ("AOCI"). When the cash flows associated with
the hedged item are realized, the gain or loss included in AOCI is recognized on the same line in the consolidated statements of income as the hedged item, i.e., included in Interest income on
loans and leases. Any ineffective portion of the changes of fair value of cash flow hedges is recognized immediately in Other noninterest income in the consolidated statements of income.

For
fair value hedges, the Company uses interest-rate swaps to hedge the fair value of certain certificates of deposit, subordinated debt and other long-term
debt. The certificates of deposit are single maturity, fixed-rate, non-callable, negotiable certificates of deposit. The certificates cannot be redeemed early except in the
case of the holder's death. The interest-rate swaps are executed at the time the deposit transactions are negotiated. Interest-rate swaps are structured so that all key terms
of the swaps match those of the underlying deposit or debt transactions, therefore ensuring there is no hedge ineffectiveness at inception. The Company ensures that the interest-rate swaps
meet the requirements for utilizing the short cut method in accordance with the accounting guidance and maintains appropriate documentation for each interest-rate swap. On a quarterly
basis, fair value hedges are analyzed to ensure that the key terms of the hedged items and hedging instruments remain unchanged, and the hedging counterparties are evaluated to ensure that there are
no adverse developments regarding counterparty default, thus ensuring continuous effectiveness. For fair value hedges, the effective portion of the changes in the fair value of derivatives is
reflected in current earnings, on the same line in the consolidated statements of income as the related hedged item. For both fair value and cash flow hedges, the periodic accrual of interest
receivable or payable on interest rate swaps is recorded as an adjustment to net interest income for the hedged items.

The
Company discontinues hedge accounting prospectively when (i) a derivative is no longer highly effective in offsetting changes in the fair value or cash flows of a hedged item,
(ii) a derivative expires or is sold, terminated or exercised, (iii) a derivative is un-designated as a hedge, because it is unlikely that a forecasted transaction will occur
or (iv) the Company determines that designation of a derivative as a hedge is no longer appropriate. If a fair value hedge derivative instrument is terminated or the hedge designation removed,
the previous adjustments to the carrying amount of the hedged asset or liability would be subsequently accounted for in the same manner as other components of the carrying amount of that asset or
liability. For interest-earning assets and interest-bearing liabilities, such adjustments would be amortized into earnings over the remaining life of the respective asset or liability. If a cash flow
derivative instrument is terminated or the hedge designation is removed, related amounts reported in other comprehensive income are reclassified into earnings in the same period or periods during
which the hedged forecasted transaction affects earnings.

The
Company also offers various derivative products to clients and enters into derivative transactions in due course. These transactions are not linked to specific Company assets or
liabilities in

A-20

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 1. Summary of Significant Accounting Policies (Continued)

the
consolidated balance sheets or to forecasted transactions in a hedge relationship and, therefore, do not qualify for hedge accounting. The contracts are marked-to-market
each reporting period with changes in fair value recorded as part of Other noninterest income in the consolidated statements of income. Fair values are determined from verifiable third-party sources
that have considerable experience with the derivative markets. The Company provides client data to the third party source for purposes of calculating the credit valuation component of the fair value
measurement of client derivative contracts.

The
Company enters into foreign currency option contracts with clients to assist them in hedging their economic exposures arising out of foreign-currency denominated commercial
transactions. Foreign currency options allow the counterparty to purchase or sell a foreign currency at a specified date and price. These option contracts are offset by paired trades with third-party
banks. The Company also takes proprietary currency positions within risk limits established by the Company's Asset/Liability Management Committee. Both the realized and unrealized gains and losses on
foreign exchange contracts are recorded in Other noninterest income in the consolidated statements of income.

Accounting Pronouncements

During the year ended December 31, 2009, the following accounting pronouncements applicable to the Company were issued or became
effective:



A-21

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 1. Summary of Significant Accounting Policies (Continued)



A-22

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 1. Summary of Significant Accounting Policies (Continued)



A-23

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 1. Summary of Significant Accounting Policies (Continued)



A-24

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 1. Summary of Significant Accounting Policies (Continued)



A-25

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 1. Summary of Significant Accounting Policies (Continued)



The
following accounting pronouncements were issued during 2009, but are not effective for the company until after December 31, 2009:



A-26

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 1. Summary of Significant Accounting Policies (Continued)



Note 2. Restrictions on Cash and Due from Banks

Bank subsidiaries are required to maintain minimum average reserve balances with the Federal Reserve Bank. The amount of those reserve balances averaged approximately
$71.3 million and $51.9 million during the year ended December 31, 2009 and December 31, 2008, respectively.

Note 3. Business Combinations

Lee Munder Capital Group, LLC

On July 21, 2009, the Company acquired an approximate 57 percent majority interest in Lee Munder Capital
Group, LLC ("LMCG"), a Boston-based investment firm that manages assets for corporations, pensions, endowments and affluent households. LMCG had
approximately $3.4 billion of assets under management at the date of acquisition. LMCG was merged with Independence Investments, a Boston-based institutional asset management firm in which the
Company held a majority interest. The combined entity is the Company's primary institutional asset management affiliate, with more than $4 billion of assets under management at acquisition
date. It is operated under the Lee Munder Capital Group name and as an affiliate of Convergent Capital Management LLC, the Chicago-based asset management holding company that the Company
acquired in 2003.

The
Company recorded $36.0 million of goodwill and a $2.8 million client advisory contract intangible in association with its acquisition of LMCG. Although the Company only
acquired an interest of approximately 57 percent, ASC 805 requires the Company to account for the acquisition of 100 percent of LMCG. Under ASC 805, the assets acquired, liabilities
assumed and remaining noncontrolling interests are recognized at their full acquisition-date fair values. The $36.0 million of goodwill recognized includes the $14.7 million
fair value of noncontrolling interest recorded at the

A-27

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 3. Business Combinations (Continued)

acquisition
date. The noncontrolling interest is recorded in Redeemable noncontrolling interest in the mezzanine section of the consolidated balance sheets.

San Jose Regional Center

On November 13, 2009, the Company purchased a branch banking office in San Jose, California from another financial institution.
Excluding acquisition accounting adjustments, the Company acquired approximately $34.6 million in deposits and $8.6 million in loans. The Company recorded $0.5 million of goodwill
and a $0.6 million core deposit intangible in association with its acquisition of the branch.

Imperial Capital Bank

On December 18, 2009, the Bank acquired the banking operations of Imperial Capital Bank ("ICB") in a purchase and assumption
agreement with the Federal Deposit Insurance Corporation ("FDIC"). Excluding the effects of acquisition accounting adjustments, the Company acquired approximately $3.25 billion in assets and
assumed $3.09 billion in liabilities. The Bank acquired most of ICB's assets, including loans and OREO with a fair value of $1.86 billion and $58.8 million, respectively, and
assumed deposits of $2.08 billion. The Bank received approximately $70.8 million in cash from the FDIC and recorded a receivable for an additional $5.3 million expected to be
received in 2010. The Bank did not immediately acquire ICB's banking facilities, furniture or
equipment as part of the purchase and assumption agreement, but has a 90 day option to purchase any or all owned bank premises including furniture, fixtures and equipment and to assume any or
all leases for leased bank premises from the FDIC.

In
connection with the acquisition, the Bank entered into loss sharing agreements with the FDIC under which the FDIC will reimburse the Bank for 80 percent of eligible losses up
to $649 million with respect to covered assets (loans and OREO) and 95 percent of eligible losses in excess of $649 million. The term of the loss share agreement for single family
residential loans is ten years. The term of the loss share agreement for all other loans is seven years. The expected reimbursements under the loss sharing agreement were recorded as an
indemnification asset at their estimated fair value of $407.6 million at the acquisition date. In the last three quarters of the seventh year the Company has the right, without FDIC consent, to
sell up to $400 million of the remaining covered loans provided the properties securing those loans have a current independent appraisal which supports a loan-to-value ratio of 75 percent or more of
the covered loans' book value.

The
Bank recognized a gain of $38.2 million on the acquisition. The gain represents the amount by which the fair value of the assets acquired and consideration received from the
FDIC exceeds the liabilities assumed. The gain is reported in Gain on acquisition in the consolidated statements of income. The Bank recognized approximately $2.0 million of acquisition-related
expense. This expense in included in Other noninterest expense in the consolidated statements of income.

The
consolidated income statement for 2009 includes the operating results produced by the acquired assets and assumed liabilities of ICB for the period of December 18, 2009 to
December 31, 2009 and were not material to total operating results in 2009. Due primarily to the Company acquiring only certain assets and liabilities of ICB, the significant amount of fair
value adjustments, and the FDIC loss sharing agreement, the historical results of ICB are not material to the Company's results, and as a result, no pro forma information is presented.

A-28

---





Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 4. Fair Value Measurements

A distribution of asset and liability fair values according to the fair value hierarchy at December 31, 2009 is provided in the following table. See Note 1 for a discussion
of the Company's policies regarding the fair value hierarchy and valuation techniques.

Fair Value Measurements at Reporting Date Using(in thousands)

Balance as of
December 31, 2009

Quoted Prices in
Active Markets
Level 1

Significant Other
Observable
Inputs
Level 2

Significant
Unobservable
Inputs
Level 3Measured on a Recurring BasisAssetsSecurities available-for-sale:U.S. Treasury

$
73,597

$
73,597

$


$
Federal agencyDebt


656,721





656,721


Federal agencyMBS


555,157





555,157


CMOsFederal agency


2,306,111





2,306,111


CMOsNon-agency


241,329





241,329


State and municipal


378,639





378,639


Other debt securities


76,506





49,727


26,779Equity securities and mutual funds


18,698


18,698





Trading securities


154,302


154,302





Mark-to-market derivatives (1)


52,309


5,335


46,974


Total assets at fair value

$
4,513,369

$
251,932

$
4,234,658

$
26,779LiabilitiesMark-to-market derivatives (2)

$
14,577

$
1,080

$
13,497

$
Total liabilities at fair value

$
14,577

$
1,080

$
13,497

$
Measured on a Nonrecurring BasisAssetsCollateral dependent impaired loans (3)

$
239,888

$


$
141,777

$
98,111Other real estate owned (4)


48,920





30,866


18,054Private equity investments


4,374








4,374Total assets at fair value

$
293,182

$


$
172,643

$
120,539


(1)Reported
in Other assets in the consolidated balance sheets.(2)Reported
in Other liabilities in the consolidated balance sheets.(3)Impaired
loans for which fair value was calculated using the collateral valuation method.(4)OREO
balance of $113,866 in the consolidated balance sheets includes $60,558 acquired from the FDIC and is net of estimated disposal costs.


A-29

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 4. Fair Value Measurements (Continued)




At
December 31, 2009, $4.51 billion, or approximately 21.4 percent, of the Company's total assets were recorded at fair value on a recurring basis. The majority of
these financial assets were valued using Level 1 or Level 2 inputs. Less than 1 percent of total assets were measured using Level 3 inputs. At December 31, 2009,
$14.6 million of the Company's total liabilities were recorded at fair value on a recurring basis using Level 1 or Level 2 inputs. At December 31, 2009,
$293.2 million, or 1.4 percent of the Company's total assets, were recorded at fair value on a nonrecurring basis. These assets were measured using Level 2 and Level 3
inputs.

A
distribution of asset and liability fair values according to the fair value hierarchy at December 31, 2008 is provided in the following table:

Fair Value Measurements at Reporting Date Using(in thousands)

Balance as of
December 31, 2008

Quoted Prices in
Active Markets
Level 1

Significant Other
Observable Inputs
Level 2

Significant
Unobservable
Inputs
Level 3Measured on a Recurring BasisAssetsSecurities available-for-sale:U.S. Treasury

$
46,197

$
46,197

$


$
Federal agencyDebt


30,180





30,180


Federal agencyMBS


653,914





653,914


CMOsFederal agency


569,369





569,369


CMOsNon-agency


305,716





305,716


State and municipal


413,030





413,030


Other debt securities


74,343





41,924


32,419Equity securities and mutual funds


52,121


52,121





Trading securities


295,598


291,809


3,789


Mark-to-market derivatives (1)


67,487


4,635


62,852


Total assets at fair value

$
2,507,955

$
394,762

$
2,080,774

$
32,419LiabilitiesMark-to-market derivatives (2)

$
20,962

$
3,972

$
16,990

$
Total liabilities at fair value

$
20,962

$
3,972

$
16,990

$
Measured on a Nonrecurring BasisAssetsCollateral dependent impaired loans (3)

$
84,588

$


$
84,588

$
Other real estate owned (4)


12,713





12,713


Total assets at fair value

$
97,301

$


$
97,301

$



(1)Reported
in Other assets in the consolidated balance sheet.(2)Reported
in Other liabilities in the consolidated balance sheet.(3)Impaired
loans for which fair value was calculated using the collateral valuation method.(4)OREO
balance of $11,388 in the consolidated balance sheet is net of estimated disposal costs.


A-30

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 4. Fair Value Measurements (Continued)

At
December 31, 2008, $2.51 billion, or approximately 15 percent, of the Company's total assets were recorded at fair value on a recurring basis. The majority of
these financial assets were valued using Level 1 or Level 2 inputs. Less than one-quarter of 1 percent of total assets were measured using Level 3 inputs. At
December 31, 2008, $21.0 million of the Company's total liabilities were recorded at fair value on a recurring basis using Level 1 or Level 2 inputs. At December 31,
2008, $97.3 million, or less than 1 percent of the Company's total assets, were recorded at fair value on a nonrecurring basis. These assets were measured using Level 2 inputs.

For
assets measured at fair value on a nonrecurring basis, the following table presents the total losses, which include charge-offs, specific reserves, valuation write-downs
and net losses on sales of other real estate owned, recognized in 2009:

(in thousands)

Year Ended
December 31, 2009Impaired loans

$
134,123Other real estate owned


12,240Private equity investments


3,677Total losses recognized

$
150,040


Level 3
assets measured at fair value on a recurring basis are CDO senior notes, included in available-for-sale debt securities, and CDO income notes,
included in trading securities, for which the market is inactive. The fair value of these securities is determined using an internal cash flow model that incorporates management's assumptions about
risk-adjusted discount rates, prepayment expectations, projected cash flows and collateral performance. These assumptions are not directly observable in the market. Unrealized gains and
losses on available-for-sale securities are reported as a component of AOCI in the consolidated balance sheets. Unrealized gains and losses on trading securities are reported
in earnings. Activity in Level 3 assets measured at fair value on a recurring basis for 2009 and 2008 is summarized in the following tables:

Level 3 Assets Measured on a Recurring Basis in 2009

(in thousands)

Securities
Available-for-Sale

Trading
Securities

Total
Level 3
AssetsBalance at January 1, 2009

$
32,419

$


$
32,419Total realized/unrealized gains (losses):Included in earnings


(9,282
)

(2,447
)

(11,729
)Included in other comprehensive income


7,034





7,034Purchases, sales, issuances and settlements, net


(945
)




(945
)Net transfers in (out) of Level 3








Transfers between categories


(2,447
)

2,447


Balance at December 31, 2009

$
26,779

$


$
26,779


A-31

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 4. Fair Value Measurements (Continued)



(in thousands)

Securities
Available-for-SaleBalance at January 1, 2008

$
32,977Total gains or losses (realized/unrealized):Included in earnings


(18,088
)Included in other comprehensive income


(5,392
)Purchases, sales, issuances and settlements, net


(2,855
)Transfers in and/or out of Level 3


25,777Balance at December 31, 2008

$
32,419


There
were no purchases or sales of Level 3 assets measured on a recurring basis during these periods.

Level 3
assets measured at fair value on a nonrecurring basis include certain collateral dependent impaired loans and OREO for which fair value is not solely based on market
observable inputs, and private equity and alternative investments. Non-observable inputs related to valuing loans and OREO may include adjustments to external appraised values based on an
internally generated discounted cash flow analysis or management's assumptions about market trends or other factors that are not directly observable. Private equity and alternative investments do not
have readily determinable fair values. These investments are carried at cost and evaluated for impairment on a quarterly basis. Due to the lack of readily determinable fair values for these
investments, the impairment assessment is based primarily on a review of investment performance and the likelihood that the capital invested would be recovered.

Activity
in Level 3 assets measured at fair value on a nonrecurring basis in 2009 is summarized in the following table:

Level 3 Assets Measured on a Nonrecurring Basis

(in thousands)

Collateral
Dependent
Loans

OREO

Private
Equity

Total
Level 3
AssetsBalance, beginning of year

$


$


$


$
Total realized/unrealized gains (losses):Included in earnings


(32,376
)

(2,791
)

(3,478
)

(38,645
)Purchases, sales, issuances and settlements, net


(849
)

(86
)




(935
)Net transfers in (out) of Level 3


131,336


20,931


7,852


160,119Balance, end of year

$
98,111

$
18,054

$
4,374

$
120,539


Increases
in Level 3 assets that occur when an asset has been measured at fair value using non-observable inputs are reported as "transfers in" in the table above.
There were no transfers out of Level 3 and no purchases of Level 3 assets measured on a nonrecurring basis in 2009. For 2009, the balance of Level 3 loans was reduced by payments
received and the balance of OREO was reduced by sales. There were no Level 3 assets measured at fair value on a nonrecurring basis in 2008.

A-32

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 4. Fair Value Measurements (Continued)

Fair Value of Financial Instruments

A
financial instrument is broadly defined as cash, evidence of an ownership interest in another entity, or a contract that imposes a contractual obligation on
one entity and conveys a corresponding right to a second entity to require delivery or exchange of a financial instrument. The table below summarizes the estimated fair values for the Company's
financial instruments as of December 31, 2009 and December 31, 2008. The disclosure does not include estimated fair value amounts for assets and liabilities which are not defined as
financial instruments but which have significant value. These assets and liabilities include the value of customer-relationship intangibles, goodwill, private equity and affordable housing investments
carried at cost, other assets, deferred taxes and other liabilities. Accordingly, the total of the fair values presented does not represent the underlying value of the Company.

Following
is a description of the methods and assumptions used in estimating the fair values for each class of financial instrument:

Cash and due from banks, Due from banksinterest bearing and Federal funds soldFor these short-term instruments, the
carrying amount is a reasonable estimate of fair value.

Securities available-for-sale and Trading securitiesFor securities held as available-for-sale, the
fair value is determined by quoted market prices, where available, or on observable market inputs appropriate for the type of security. If quoted market prices or observable market inputs are not
available, discounted cash flows may be used to determine an appropriate fair value. Fair value for trading securities, with the exception of CDO income notes, are based on quoted market prices or
dealer quotes. The fair value of CDO income notes is determined using a discounted cash flow model.

Loans and leasesLoans are not recorded at fair value on a recurring basis. Nonrecurring fair value adjustments are periodically recorded on impaired
loans that are measured for impairment based on the fair value of collateral. Due to the lack of activity in the secondary market for the types of loans in the Company's portfolio, a model-based
approach is used for determining the fair value of loans for purposes of the disclosures in the table below. The fair value of loans is estimated by discounting future cash flows using discount rates
that incorporate the Company's assumptions concerning current market yields, credit risk and liquidity premiums. Loan cash flow projections are based on contractual loan terms adjusted for the impact
of current interest rate levels on borrower behavior, including prepayments. Loan prepayment assumptions are based on industry standards for the type of loans being valued. Projected cash flows are
discounted using yield curves based on current market conditions. Yield curves are constructed by product type using the Bank's loan pricing model for like-quality credits. The discount
rates used in the Company's model represent the rates the Bank would offer to current borrowers for like-quality credits. These rates could be different from what other financial institutions could
offer for these loans.

Covered LoansFair value is determined using a discounted cash flow model based on assumptions about the amount and timing of principal and interest
payments, principal prepayments and estimates of principal defaults, loss given default and current market rates.

Derivative ContractsThe fair value of non-exchange traded (over-the-counter) derivatives are obtained from third
party market sources. The Company provides client data to the third party source for purposes of calculating the credit valuation component of the fair value measurement of client

A-33

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 4. Fair Value Measurements (Continued)

derivative
contracts. The fair value of interest rate contracts include interest receivable and payable and cash collateral, if any.

DepositsThe fair value of demand and interest checking deposits, savings deposits, and certain money market accounts is the amount payable on demand
at the reporting date. The fair value of fixed-maturity certificates of deposit is determined by discounting expected future cash flows using the rates offered by the Bank for deposits of similar type
and remaining maturity at the measurement date. This value is compared to the termination value of each CD given the bank's standard early withdrawal penalties. The fair value reported is the higher
of the discounted present value of each CD and the termination value after the recovery of prepayment penalties. The Bank reviews pricing for its CD products weekly. This review gives consideration to
market pricing for products of similar type and maturity offered by other financial institutions.

Federal funds purchased, Securities sold under repurchase agreements and Other short-term borrowingsThe carrying amount is a reasonable
estimate of fair value.

Structured securities sold under repurchase agreementsThe fair value of structured repurchase agreements is based on market pricing for synthetic
instruments with the same term and structure. These values are validated against dealer quotes for similar instruments.

Subordinated and long-term debtThe fair value of subordinated and long-term debt is obtained through third-party pricing
sources.

Commitments to extend creditThe fair value of these commitments is estimated using the fees currently charged to enter into similar agreements,
taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. The Company does not make fixed-rate loan commitments. The fair value of
commitments to extend credit is based on fees currently charged for similar agreements or on the estimated cost to terminate them or otherwise settle the obligations with the counterparties at the
reporting date.

A-34

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 4. Fair Value Measurements (Continued)

Commitments to private equity and affordable housing fundsThe fair value of commitments to invest in private equity and affordable housing funds is
based on the estimated cost to terminate them or otherwise settle the obligation.

December 31, 2009

December 31, 2008(in millions)

Carrying
Amount

Fair
Value

Carrying
Amount

Fair
ValueFinancial Assets:Cash and due from banks

$
364.5

$
364.5

$
279.9

$
279.9Due from banksinterest bearing


443.4


443.4


144.3


144.3Federal funds sold


5.0


5.0





Securities available-for-sale


4,306.8


4,306.8


2,144.9


2,144.9Trading securities


154.3


154.3


295.6


295.6Loans and leases, net of allowance


11,858.4


12,006.9


12,220.2


12,515.8Covered loans


1,851.8


1,851.8





Derivative contracts


52.3


52.3


48.2


48.2Financial Liabilities:Deposits

$
17,379.4

$
17,383.4

$
12,652.1

$
12,663.7Federal funds purchased and securities sold underrepurchase agreements


426.8


426.8


708.2


708.2Structured securities sold under repurchase agreements


200.0


208.7


200.0


218.0Other short-term borrowings


0.7


0.7


124.5


124.5Subordinated and long-term debt


811.2


829.9


408.1


369.6Derivative contracts


14.6


14.6


21.0


21.0Commitments to extend credit


2.0


(16.2
)




(13.1
)Commitments to private equity and affordablehousing funds


14.1


31.1





44.0


A-35

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 5. Securities Available-for-Sale

The following is a summary of amortized cost and estimated fair value for the major categories of securities available-for-sale at December 31, 2009 and
2008:

(in thousands)

Amortized
Cost

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Fair
ValueDecember 31, 2009U.S. Treasury

$
73,597

$
2

$
(2
)
$
73,597Federal agencyDebt


659,716


651


(3,646
)

656,721Federal agencyMBS


552,691


6,521


(4,055
)

555,157CMOsFederal agency


2,294,676


23,641


(12,206
)

2,306,111CMOsNon-agency


272,262


304


(31,237
)

241,329State and municipal


368,454


10,915


(730
)

378,639Other debt securities


82,163


1,093


(6,750
)

76,506Total debt securities


4,303,559


43,127


(58,626
)

4,288,060Equity securities and mutual funds


15,861


2,837





18,698Total securities

$
4,319,420

$
45,964

$
(58,626
)
$
4,306,758December 31, 2008U.S. Treasury

$
45,709

$
488

$


$
46,197Federal agencyDebt


29,939


241





30,180Federal agencyMBS


644,594


10,206


(886
)

653,914CMOsFederal agency


563,310


6,966


(907
)

569,369CMOsNon-agency


393,150





(87,434
)

305,716State and municipal


404,787


9,729


(1,486
)

413,030Other debt securities


98,419


139


(24,215
)

74,343Total debt securities


2,179,908


27,769


(114,928
)

2,092,749Equity securities and mutual funds


59,276


1,154


(8,309
)

52,121Total securities

$
2,239,184

$
28,923

$
(123,237
)
$
2,144,870


Proceeds
from sales of securities were $829.8 million, $103.6 million and $196.3 million in 2009, 2008 and 2007, respectively. The following table provides the gross
realized gains and losses on the sales of securities available-for-sale for 2009, 2008 and 2007:

For the year ended
December 31,(in thousands)

2009

2008

2007Gross realized gains

$
22,696

$
2,642

$
2,937Gross realized losses


(8,410
)

(4,153
)

(4,311
)Net realized gains (losses)

$
14,286

$
(1,511
)
$
(1,374
)


The
$14.3 million of net realized gains on the sale of securities in 2009 primarily relates to the sale of CMOs and mortgage-backed securities.

A-36

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 5. Securities Available-for-Sale (Continued)

Impairment Assessment

The
Company performs a quarterly assessment of the debt and equity securities in its investment portfolio that have an unrealized loss to determine whether the
decline in the fair value of these securities below their cost is other-than-temporary.
Impairment is considered other-than-temporary when it becomes probable that an investor will be unable to recover the cost of an investment. The Company's impairment assessment
takes into consideration factors such as the length of time and the extent to which the market value has been less than cost; the financial condition and near-term prospects of the issuer
including events specific to the issuer or industry; defaults or deferrals of scheduled interest, principal or dividend payments; external credit ratings and recent downgrades; and the Company does
not intend to sell the security and it is not more likely than not it will be required to sell the security prior to recovery of its amortized cost basis. If a decline in fair value is judged to be
other than temporary, the cost basis of the individual security is written down to fair value which then becomes the new cost basis. The new cost basis is not adjusted for subsequent recoveries in
fair value.

In
accordance with ASC 320-35, when there are credit losses associated with an impaired debt security and the Company does not have the intent to sell the security and it is
more likely than not that it will not have to sell the security before recovery of its cost basis, the Company will separate the amount of the impairment into the amount that is credit related and the
amount related to non-credit factors. The credit-related impairment is recognized in Net impairment loss recognized in earnings in the consolidated statements of income. The
non-credit-related impairment is recognized in AOCI.

Securities Deemed to be Other-Than-Temporarily Impaired

Through
the impairment assessment process, the Company determined that certain investments were other-than-temporarily impaired at
December 31, 2009. The Company recorded credit loss impairment in earnings on available-for-sale securities of $16.4 million for the year ended
December 31, 2009. The $17.2 million non-credit portion of impairment recognized at December 31, 2009 was recorded in AOCI. The Company recorded a $49.3 million
impairment loss in earnings on available-for-sale securities in 2008. No impairment losses were recorded in 2007.

The
following table provides total impairment losses recognized in earnings on other-than-temporarily impaired securities:

For the year ended
December 31,(in thousands)
Impairment Losses on
Other-Than-Temporarily Impaired Securities2009

2008

2007Non-agency CMOs

$
4,409

$


$
Collateralized debt obligation income notes


9,282


18,088


Perpetual preferred stock


1,124


21,884


Equity securities and mutual funds


1,630


9,308


Total

$
16,445

$
49,280

$



The
following table provides a rollforward of credit related other-than-temporary impairment recognized in earnings for the year ended December 31, 2009.
Credit related other-than-temporary impairment that was recognized in earnings during 2009 is reflected as an "Initial credit-related impairment" if the current period is the
first time the security had a credit impairment. A credit-

A-37

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 5. Securities Available-for-Sale (Continued)

related
other-than-temporary impairment is reflected as a "Subsequent credit-related impairment" if the current period is not the first time the security had a credit
impairment.

(in thousands)

Year ended December 31, 2009Balance, beginning of period

$
8,083Subsequent credit-related impairment


5,215Initial credit-related impairment


4,409Balance, end of period

$
17,707


Non-Agency CMOs

During 2009, the Company identified certain non-agency collateralized mortgage obligation securities ("CMOs") that were
considered to be other-than-temporarily impaired because the present value of expected cash flows was less than cost. These CMOs have a fixed interest rate for an initial
period after which they become variable-rate instruments with annual rate resets. For purposes of projecting future cash flows, the current fixed coupon was used through the reset date for
each security. The prevailing LIBOR/Treasury curve as of the measurement date was used to project all future floating-rate cash flows based on the characteristics of each security. Other
factors considered in the projection of future cash flows include the current level of subordination from other CMO classes, anticipated prepayment rates, cumulative defaults and loss given default.
The Company concluded that the shortfall in expected cash flows represented a credit loss and recognized impairment losses in earnings totaling $4.4 million on its investments in CMOs
year-to-date. The remaining other-than-temporary impairment for these securities was recognized in AOCI. This non-credit portion of
other-than-temporary impairment is attributed to external market conditions, primarily the lack of liquidity in these securities and increases in interest rates.

Collateralized Debt Obligation Income Notes

Collateralized debt obligation income notes ("Income Notes") are equity interests in a multi-class, cash flow collateralized bond
obligation backed by a collection of Trust Preferred securities issued by financial institutions. The equity interests represent ownership of all residual cash flow from the asset pools after all fees
have been paid and debt issues have been serviced. Income Notes are collateralized by debt securities with stated maturities and are classified as Level 3 in the fair value hierarchy. Refer to
Note 4,Fair Value Measurements, for further discussion of fair value.

In
response to unprecedented volatility in the credit markets, the Company reevaluated its investment strategy and risk tolerance with respect to its investments in Income Notes. Based
on this reassessment, the Company determined that its intent was to sell these securities when the market recovers rather than hold them for the long term. The change in intent resulted in the Company
transferring its holdings of Income Notes from available-for-sale to trading securities on April 1, 2009, at their fair value of $2.4 million. There were no gross
gains and gross losses included in earnings from the transfer of these securities. Trading securities are carried at fair value and unrealized holding gains and losses are included in earnings.

A-38

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 5. Securities Available-for-Sale (Continued)

The
Company recorded a $9.3 million impairment loss in earnings on its investment in Income Notes in the first quarter of 2009 prior to their transfer to trading securities. The
Income Notes were evaluated for impairment under the guidance applicable to certain debt securities which are beneficial interests in securitized financial assets and not considered to be of high
credit quality. For these securities, other-than-temporary impairment exists when it is probable there has been an adverse change in estimated cash flows since the date of
acquisition. Due to lack of activity in the market for Income Notes, the fair value of these securities was determined using an internal cash flow model that incorporated management's assumptions
about risk-adjusted discount rates, prepayment expectations, projected cash flows and collateral performance. The Company considered a number of factors in determining the discount rate
used in the cash flow valuation model including the implied rate of return at the last date the market for Income Notes and similar securities was active, rates of return that market participants
would consider in valuing the securities and indicative quotes from dealers.

Perpetual Preferred Stock

The adjusted cost basis of the Company's investment in perpetual preferred stock issued by Freddie Mac and Fannie Mae was
$0.6 million at December 31, 2009, compared with a fair value of $0.9 million, indicating that these securities were not impaired at year end. The Company previously recorded
impairment losses totaling $23.0 million on these securities. Impairment losses of $1.1 million and $21.9 million were recognized in 2009 and 2008, respectively, following the
action taken by the Federal Housing Finance Agency in September 2008 of placing these Government-Sponsored Agencies into conservatorship and eliminating the dividends on their preferred shares.

Mutual Funds

The adjusted cost basis of available-for-sale mutual funds was $15.2 million at December 31,
2009, compared with a fair value of $17.8 million. The Company recognized a $1.6 million impairment loss on its investment in one high-yield bond fund in 2009.

The
following tables provide a summary of the gross unrealized losses and fair value of investment securities aggregated by investment category and length of time that the securities
have been in a continuous unrealized loss position as of December 31, 2009 and December 31, 2008. The 2009 table

A-39

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 5. Securities Available-for-Sale (Continued)

includes
investments for which an other-than-temporary impairment has not been recognized in earnings, along with investments that had a non-credit related
impairment recognized in AOCI:

Less than 12 months

12 months or greater

Total(in thousands)

Fair
Value

Estimated
Unrealized
Loss

Fair
Value

Estimated
Unrealized
Loss

Fair
Value

Estimated
Unrealized
LossDecember 31, 2009U.S. Treasury

$
59,995

$
2

$


$


$
59,995

$
2Federal agencyDebt


437,548


3,646








437,548


3,646Federal agencyMBS


285,328


4,055








285,328


4,055CMOsFederal agency


634,732


12,206








634,732


12,206CMOsNon-agency


35,192


428


180,699


30,809


215,891


31,237State and municipal


18,187


340


4,500


390


22,687


730Other debt securities








36,315


6,750


36,315


6,750Total securities

$
1,470,982

$
20,677

$
221,514

$
37,949

$
1,692,496

$
58,626December 31, 2008Federal agencyMBS

$
63,634

$
719

$
12,925

$
167

$
76,559

$
886CMOsFederal agency


29,133


111


41,041


796


70,174


907CMOsNon-agency


172,899


50,631


132,818


36,803


305,717


87,434State and municipal


39,974


1,275


4,769


211


44,743


1,486Other debt securities


43,844


17,661


25,910


6,554


69,754


24,215Total debt securities


349,484


70,397


217,463


44,531


566,947


114,928Equity securities and mutual funds


36,129


8,309








36,129


8,309Total securities

$
385,613

$
78,706

$
217,463

$
44,531

$
603,076

$
123,237


At
December 31, 2009, total securities available-for-sale had a fair value of $4.31 billion, which included $1.69 billion of securities
available-for-sale in an unrealized loss position as of December 31, 2009. This balance consists of $1.65 billion of temporarily impaired securities and
$43.5 million of securities that had non-credit related impairment recognized in AOCI. At December 31, 2009, the Company had 155 debt securities in an unrealized loss
position. The debt securities in an unrealized loss position include 1 U.S. Treasury bill, 15 Federal agency debt securities, 30 Federal agency MBS, 44 Federal agency CMOs, 29 private label
CMOs, 32 state and municipal securities and 4 other debt securities.

The
largest component of the unrealized loss at December 31, 2009 was $31.2 million related to non-agency collateralized mortgage obligations. The Company
monitors the performance of the mortgages underlying these bonds. Although there has been some deterioration in collateral performance during 2009 due to declines in the housing market, the Company
only holds the most senior tranches of each issue which provides protection against defaults. The Company attributes the unrealized loss on CMOs held largely to the current absence of liquidity in the
credit markets and increases in interest rates, not to deterioration in credit quality. Other than the $4.4 million credit loss discussed inNon-Agency
CMOsabove, the Company expects to receive all contractual principal and interest payments due on its CMO debt securities. Additionally, the Company does not intend to sell

A-40

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 5. Securities Available-for-Sale (Continued)

the
securities, and it is not more likely than not that it will be required to sell the securities before it recovers the cost basis of its investment. The mortgages in these asset pools are
relatively large and have been made to borrowers with strong credit history and significant equity invested in their homes. They are well diversified geographically. Nonetheless, significant further
weakening of economic fundamentals coupled with significant increases in unemployment and substantial deterioration in the
value of high-end residential properties could extend distress to this borrower population. This could increase default rates and put additional pressure on property values. Should these
conditions occur, the value of these securities could decline and trigger the recognition of further other-than-temporary impairment charges.

Other
debt securities includes the Company's investments in highly rated corporate debt and collateralized bond obligations backed by trust preferred securities ("CDOs") issued by a
geographically diverse pool of small- and medium-sized financial institutions. Liquidity pressures in 2008 and in 2009 caused a general decline in the value of corporate debt. The CDOs held in
securities available-for-sale at December 31, 2009 are the most senior tranches of each issue. The market for CDOs was inactive in 2008 and 2009, therefore, the fair
values of these securities were determined using an internal pricing model that incorporates assumptions about discount rates in an illiquid market, projected cash flows and collateral performance.
The CDOs had a $4.9 million unrealized loss at December 31, 2009. The Company attributes the unrealized loss to the illiquid credit markets. The senior notes have collateral that exceeds
the outstanding debt by approximately 33 percent. Security valuations reflect the current and prospective performance of the issuers whose debt is contained in these asset pools. The Company
expects to receive all contractual principal and interest payments due on its CDOs. Additionally, the Company does not intend to sell the securities, and it is not more likely than not that it will be
required to sell the securities before it recovers the cost basis of its investment.

The
Company does not consider the debt securities in the above table to be other than temporarily impaired at December 31, 2009.

At
December 31, 2008, total securities available-for-sale had a fair value of $2.14 billion, which included temporarily impaired securities of
$603.1 million. As of December 31, 2008, the Company had 109 debt securities in an unrealized loss position, including 29 CMO securities, 10 mortgage-backed securities, 55 state and
municipal securities and 15 other debt securities. As of December 31, 2008, the Company had 2,012 equity securities and 5 mutual funds in an unrealized loss position.

A-41

---





Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 5. Securities Available-for-Sale (Continued)

The following table provides the expected remaining maturities of debt securities included in the securities portfolio at December 31, 2009, except for mortgage-backed securities
which are allocated according to their average expected maturities. Average expected maturities will differ from contractual maturities because mortgage debt issuers may have the right to repay
obligations prior to contractual maturity.

Debt Securities Available-for-Sale

(in thousands)

One year or
less

Over 1 year
through
5 years

Over 5 years
through
10 years

Over 10 years

TotalU.S. Treasury

$
73,597

$


$


$


$
73,597Federal agencyDebt


310,445


250,563


95,713





656,721Federal agencyMBS


2,547


190,648


304,740


57,222


555,157CMOsFederal agency


86,988


1,730,919


455,717


32,487


2,306,111CMOsNon-agency


10,095


145,758


85,476





241,329State and municipal


35,013


141,620


148,956


53,050


378,639Other debt securities


1,998





68,209


6,299


76,506Total debt securities

$
520,683

$
2,459,508

$
1,158,811

$
149,058

$
4,288,060Amortized cost

$
518,569

$
2,451,095

$
1,184,500

$
149,395

$
4,303,559


Securities
available-for-sale totaling $1.20 billion were pledged to secure trust funds, public deposits, repurchase agreements, or for other purposes
required or permitted by law at December 31, 2009.

Interest
income on available-for-sale securities is comprised of: (i) taxable interest income of $108.2 million, $86.1 million and
$105.8 million for the years ended December 31, 2009,
2008, and 2007, respectively, (ii) nontaxable interest income of $14.4 million, $15.1 million and $15.1 million for the years ended December 31, 2009, 2008, and
2007, respectively, and (iii) dividend income of $1.2 million, $3.2 million and $1.6 million for the years ended December 31, 2009, 2008, and 2007, respectively.

Note 6. Other Investments

Federal Home Loan Bank and Federal Reserve Bank Stock

The Company's investment in stock issued by the Federal Home Loan Bank ("FHLB") and Federal Reserve ("FRB") totaled
$123.2 million and $54.2 million at December 31, 2009 and 2008, respectively. Ownership of government agency securities is restricted to member banks, and the securities do not
have readily determinable market values. The Company records investments in FHLB and FRB stock at cost in Other assets of the consolidated balance sheets and evaluates these investments for
impairment.

At
December 31, 2009, the Company held $97.3 million of FHLB stock. FHLB banks are cooperatives that provide products and services to member banks. The FHLB provides
significant liquidity to the U.S. banking system through advances to its member banks in exchange for collateral. The purchase of stock is required in order to receive advances and other services. The
Company

A-42

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 6. Other Investments (Continued)

completed
an assessment of its investment in FHLB stock for impairment at December 31, 2009. The FHLB experienced higher levels of other-than-temporary impairment in its
investments in private label mortgage-backed securities over the past year due to continued
weakness in the housing market. The FHLB has taken steps to preserve capital and increase the balance of restricted retained earnings available to protect members'
paid-in-capital from the effects of adverse credit events, and its capital-to-assets ratio was well above regulatory requirements at December 31,
2009. Additionally, the FHLB has access to a high level of government support to maintain liquidity and access to funding. The Company expects to recover the full amount invested in FHLB stock and
does not consider its investment to be impaired at December 31, 2009.

Private Equity and Alternative Investments

The Company has ownership interests in a limited number of private equity, venture capital, real estate and hedge funds that are not
publicly traded and do not have readily determinable fair values. These investments are carried at cost in the Other assets section of the consolidated balance sheets. The Company's investments in
these funds totaled $37.4 million at December 31, 2009 and $35.6 million at December 31, 2008. A summary of investments by fund type is provided below:

December 31,(in thousands)
Fund Type

2009

2008Private equity and venture capital

$
22,530

$
19,160Real estate


8,148


9,260Hedge


2,700


3,000Other


4,038


4,213Total

$
37,416

$
35,633


Management
reviews these investments quarterly for impairment. The impairment assessment includes a review of the most recent financial statements and investment reports for each fund
and discussions with fund management. An impairment loss is recognized if it is deemed probable that the Company will not recover the cost of an investment. The impairment loss is recognized in Other
noninterest income in the consolidated income statements. The new cost basis of the investment is not adjusted for subsequent recoveries in value.

In
2009, the Company recognized impairment totaling $3.7 million on its investments in one real estate fund, two private equity funds and one hedge fund. In 2008, the Company
recognized impairment of $0.1 million on one private equity fund. The table below provides information as of

A-43

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 6. Other Investments (Continued)

December 31,
2009 on private equity and alternative investments measured at fair value on a nonrecurring basis due to the recognition of impairment:

Alternative Investments Measured at Fair Value on a Nonrecurring Basis

(in thousands)
Fund Type

Fair
Value

Unfunded
Commitments

Redemption
Frequency

Redemption
Notice PeriodPrivate equity and venture capital (2)

$
508

$
28

None (1)

N/AReal estate (3)


3,166


1,463

None (1)

N/AHedge (4)


700




Quarterly

65 daysTotal

$
4,374

$
1,491


---

Note 7. Loans, Allowance for Loan and Lease Losses, and Reserve for Off-Balance Sheet Credit Commitments

The following is a summary of the major categories of loans:

December 31,(in thousands)

2009

2008Commercial

$
4,335,052

$
4,433,755Commercial real estate mortgages


2,161,451


2,184,688Residential mortgages


3,533,453


3,414,868Real estate construction


835,589


1,252,034Equity lines of credit


734,182


635,325Installment loans


172,566


173,779Lease financing


374,615


349,810Loans and leases, excluding covered loans

$
12,146,908

$
12,444,259Covered loans


1,851,821


Total loans and leases

$
13,998,729

$
12,444,259


The
loan amounts above include net unamortized fees and costs of $6.2 million and $6.8 million as of December 31, 2009 and 2008, respectively. The loan amounts as of
December 31, 2009 also include unamortized discounts of $514.3 million resulting from acquisition-date fair value adjustments on loans acquired in the
FDIC-assisted acquisition of ICB, as well as the acquisition of a branch during 2009.

A-44

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 7. Loans, Allowance for Loan and Lease Losses, and Reserve for Off-Balance Sheet Credit Commitments (Continued)

In
the normal course of business, the Bank makes loans to executive officers and directors as well as loans to companies and individuals affiliated with or guaranteed by officers and
directors of the Company and the Bank. These loans were made in the ordinary course of business at rates and terms no more favorable than those offered to others with a similar credit standing. The
aggregate dollar amounts of these loans were $56.9 million and $55.7 million at December 31, 2009 and 2008, respectively. During 2009, new loans and advances totaled $43.3 million and
repayments totaled $42.1 million. Interest income recognized on these loans amounted to $2.3 million, $2.6 million and $4.4 million during 2009, 2008, and 2007, respectively. At
December 31, 2009, none of these loans was past due or on nonaccrual status. Based on analysis of information presently known to management about the loans to officers and directors and their
affiliates, management believes all have the ability to comply with the present loan repayment terms.

The
Company has no residential mortgage loans with high LTVs (as defined in FDICIA as greater than 90 percent), loans with option ARM terms, as defined in ASC 825-10-55, Financial InstrumentsConcentrations
Involving Loan Product Terms, or that allow for negative amortization. The Company does offer
interest-only loans. Excluding covered loans, there were interest-only residential mortgages totaling approximately $945.1 million and home equity lines of credit
totaling approximately $734.2 million as of December 31, 2009. As of December 31, 2008, there were interest-only residential mortgages totaling approximately
$873.7 million and home equity lines of credit totaling approximately $635.3 million.

The
Company's lending activities are predominantly in California, and to a lesser extent, New York and Nevada. Concentrations of credit risk arise when a number of clients are engaged in
similar business activities, or activities in the same geographic region, or have similar economic features that would
cause their ability to meet contractual obligations to be similarly affected by changes in economic conditions. Although the Company has a diversified loan portfolio, a substantial portion of the loan
portfolio and credit performance depends on the economic stability of Southern California. Credit performance also depends, to a lesser extent, on economic conditions in the San Francisco Bay area,
New York and Nevada.

Total
loans, excluding covered loans, that are past due 90 days or more and still accruing interest totaled $5.7 million, $0.7 million and $1,000 at
December 31, 2009, 2008 and 2007, respectively. Covered loans that are past due 90 days or more and still accruing interest totaled $173.3 million. Troubled debt restructured
loans were $11.2 million, before specific reserves of $1.0 million, at December 31, 2009. There were no related commitments to lend additional funds on restructured loans. There
were no restructured loans at December 31, 2008 or 2007.

Covered Loans

Covered loans represent loans acquired from the FDIC that are subject to a loss sharing agreement and were $1.85 billion as of
December 31, 2009. The Company evaluated the acquired loans and concluded that all loans would be accounted for under ASC 310-30. Loans are accounted for under ASC
310-30 when there is evidence of credit deterioration since origination and for which it is probable, at acquisition, that the Company would be unable to collect all contractually required

A-45

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 7. Loans, Allowance for Loan and Lease Losses, and Reserve for Off-Balance Sheet Credit Commitments (Continued)

payments.
The following table reflects the carrying value of the acquired loans as of December 31, 2009:

(in thousands)

December 31, 2009Multifamily residential

$
1,183,972Commercial real estate


454,124Construction and land


193,179Other


20,547Total covered loans

$
1,851,822


As
of December 18, 2009, the preliminary estimates of the contractually required payments receivable for all acquired impaired loans were $3.84 billion, the cash flows
expected to be collected were $2.55 billion, and the fair value of the loans was $1.86 billion. These amounts were determined based on the estimated remaining life of the underlying
loans, which includes the effects of estimated prepayments. None of the acquired loans were classified as nonaccrual loans at December 31, 2009. Interest income is recognized on acquired
impaired loans through accretion of the difference between the carrying amount of the loans and their expected cash flows. There was no allowance for loan losses related to the acquired impaired loans
as of December 31, 2009. Because of the short time period between the closing of the transaction and December 31, 2009, certain amounts related to the acquired impaired loans are
preliminary estimates and adjustments to these amounts may occur as the Company finalizes its analysis of these loans.

Changes
in the carrying amount and accretable yield for acquired impaired loans were as follows for the period from December 18, 2009 through December 31, 2009:

December 31, 2009(in thousands)

Carrying Amount
of Loans

Accretable
YieldBalance at beginning of period (1)

$
1,862,515

$
691,086Accretion


3,960


(3,960
)Payments received


(14,653
)

Balance at end of period

$
1,851,822

$
687,126


---

The
Company recorded an FDIC indemnification asset that represents the present value of the expected reimbursement from the FDIC related to expected losses on acquired loans and OREO.
The FDIC indemnification asset was $380.7 million at December 31, 2009.

Allowance for Loan and Lease Losses and Reserve for Off-Balance Sheet Credit Commitments

The allowance for loan and lease losses and the reserve for off-balance sheet credit commitments are significant estimates
that can and do change based on management's process in analyzing the loan and commitment portfolios and on management's assumptions about specific borrowers and applicable economic and environmental
conditions, among other factors. The allowance for loan and lease losses

A-46

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 7. Loans, Allowance for Loan and Lease Losses, and Reserve for Off-Balance Sheet Credit Commitments (Continued)

and
the reserve for off-balance sheet credit commitments which provide for the risk of losses inherent in the credit extension process, are increased by the provision for credit losses
charged to operating expense and allowances acquired through acquisitions (for acquisition prior to 2009). The allowance for loan and lease losses is decreased by the amount of
charge-offs, net of recoveries. There is no exact method of predicting specific losses or amounts that ultimately may be charged off on particular segments of the loan portfolio.

The
following is a summary of activity in the allowance for loan and lease losses and reserve for off-balance sheet credit commitments:

Year ended December 31,(in thousands)

2009

2008

2007Allowance for loan and lease lossesBalance, beginning of the year

$
224,046

$
168,523

$
155,342Provision for credit losses


285,000


127,000


20,000Transfers to (from) reserve for off-balance sheet credit commitments


5,363


(2,999
)

(2,855
)Allowance of acquired institution








4,513Charge-offs


(237,271
)

(71,022
)

(14,231
)Recoveries


11,355


2,544


5,754Net loans charged-off


(225,916
)

(68,478
)

(8,477
)Balance, end of year

$
288,493

$
224,046

$
168,523Reserve for off-balance sheet credit commitmentsBalance, beginning of the year

$
22,703

$
19,704

$
16,424Recovery of prior charge-off








(67
)Reserve of acquired institution








492Provision for credit losses/transfers


(5,363
)

2,999


2,855Balance, end of the year

$
17,340

$
22,703

$
19,704


The
following is a summary of nonaccrual loans and related interest foregone:

December 31,(in thousands)

2009

2008

2007Nonaccrual loans

$
388,707

$
211,142

$
75,561Contractual interest due

$
21,613

$
7,570

$
3,776Interest collected and applied to principal


5,867


2,356


1,423Net interest foregone

$
15,746

$
5,214

$
2,353


At
December 31, 2009, there were $375.7 million of impaired loans included in nonaccrual loans, with an allowance allocation of $55.8 million. Impaired loans with an
allocated allowance were $274.7 million and impaired loans without an allocated allowance were $101.0 million. The remaining $13.0 million of nonaccrual loans at
December 31, 2009 are loans under $500,000 that are not

A-47

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 7. Loans, Allowance for Loan and Lease Losses, and Reserve for Off-Balance Sheet Credit Commitments (Continued)

individually
evaluated for impairment. Impaired loans with commitments of less than $500,000 are aggregated for the purpose of measuring impairment using historical loss factors as a means of
measurement. On a comparable basis, at December 31, 2008, there were $204.5 million of impaired loans which had an allowance of $25.6 million allocated to them. At
December 31, 2008, impaired loans with an allocated allowance were $80.7 million and impaired loans without an allocated allowance were $123.8 million. For 2009, 2008, and 2007,
the average balances of all impaired loans were $328.8 million,
$139.6 million, and $33.7 million, respectively. During 2009, 2008, and 2007, no interest income was recognized on impaired loans until the principal balances of these loans were paid
off.

The
Company has pledged eligible residential first mortgages, equity lines of credit and commercial loans totaling $5.86 billion as collateral for its borrowing facility at the
Federal Home Loan Bank of San Francisco.

Note 8. Other Real Estate Owned

At December 31, 2009, OREO was $113.9 million and included $60.6 million of covered OREO that was acquired in the FDIC-assisted acquisition of ICB. The
acquired OREO is covered by a loss sharing agreement with the FDIC. At December 31, 2008, OREO was $11.4 million.

Excluding
covered OREO, the Company recognized $66.0 million of additions in 2009, offset by sales of $10.7 million. In 2009, the Company recognized write downs totaling
$4.4 million on OREO and gains of $1.0 million on initial transfers to OREO. There were no write downs of OREO or gains on initial transfers to OREO in 2008. There was a
$1.3 million net gain on the sale of OREO in 2009 and a $0.2 million net loss on the sale of OREO in 2008. There were no sales of OREO during 2007.

Note 9. Premises and Equipment

The following is a summary of data for the major categories of premises and equipment:

(in thousands)

Cost

Accumulated
Depreciation
And
Amortization

Carrying
Value

Range of
LivesDecember 31, 2009Premises, including land of $3,511

$
136,803

$
82,449

$
54,354

0 to 39 yearsFurniture, fixtures and equipment


164,868


128,543


36,325

3 to 10 yearsSoftware


84,038


50,408


33,630

5 yearsTotal

$
385,709

$
261,400

$
124,309December 31, 2008Premises, including land of $3,586

$
136,391

$
74,381

$
62,010

0 to 39 yearsFurniture, fixtures and equipment


155,740


119,250


36,490

3 to 10 yearsSoftware


75,152


42,358


32,794

5 yearsTotal

$
367,283

$
235,989

$
131,294


Depreciation
and amortization expense was $26.2 million in 2009, $22.2 million in 2008, and $20.9 million in 2007. Net rental payments on operating leases included
in Net occupancy of premises

A-48

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 9. Premises and Equipment (Continued)

in
the consolidated statements of income were $43.2 million in 2009, $41.8 million in 2008, and $36.3 million in 2007.

The
future net minimum rental commitments were as follows at December 31, 2009:

(in thousands)

Net Minimum
Rental
Commitments2010

$
34,6652011


34,1322012


31,4372013


27,0572014


23,922Thereafter


89,773$
240,986


The
rental commitment amounts in the table above reflect the contractual obligations of the Company under all leases. Lease obligations related to acquisitions have been adjusted to
current market values through acquisition accounting adjustments. The allowance thus created is being accreted over the terms of the leases and will increase or reduce the total expense recognized by
the Company in its operating expenses. At December 31, 2009, the Company is contractually entitled to receive minimum future rentals of $8.1 million under non-cancelable
sub-leases with terms through 2038.

A
majority of the leases provide for the payment of taxes, maintenance, insurance, and certain other expenses applicable to the leased premises. Many of the leases contain extension
provisions and escalation clauses.

Note 10. Income Taxes

Income taxes (benefits) in the consolidated statements of income include the following amounts:

(in thousands)

Current

Deferred

Total2009Federal

$
(1,026
)
$
(4,841
)
$
(5,867
)State


3,423


558


3,981Total

$
2,397

$
(4,283
)
$
(1,886
)2008Federal

$
85,009

$
(58,541
)
$
26,468State


34,881


(19,566
)

15,315Total

$
119,890

$
(78,107
)
$
41,7832007Federal

$
97,686

$
(5,012
)
$
92,674State


33,751


(1,451
)

32,300Total

$
131,437

$
(6,463
)
$
124,974


A-49

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 10. Income Taxes (Continued)

The
Company had income taxes receivable of $69.9 million, at December 31, 2009 and an income tax payable of $1.0 million and $14.3 million as of
December 31, 2008 and 2007, respectively.

The
tax effects of temporary differences that give rise to significant portions of deferred tax assets and deferred tax liabilities at December 31, 2009 and 2008 are presented
below:

December 31,(in thousands)

2009

2008Deferred tax assets:Allowance for credit losses

$
137,752

$
132,041Federal and state carryforwards


25,767


Accrued expenses


39,371


28,552Depreciation


3,356


8,515Unrealized gains on cash flow hedges


(2,527
)

(4,232
)Unrealized losses on securities available-for-sale


4,655


38,811Share-based compensation


19,316


10,887Basis difference in investments


23,415


29,217Other


849


10,198Total gross deferred tax assets


251,954


253,989Deferred tax liabilities:Core deposit and other intangibles


6,732


5,641State income taxes


11,205


2,949Deferred loan origination costs


7,460


4,910Prepaid expenses


1,681


1,012Basis difference from acquired assets


25,373


Leasing activities


17,455


Basis difference in FHLB Stock


15,959


Other


2,051


12,623Total gross deferred tax liabilities


87,916


27,135Net deferred tax assets

$
164,038

$
226,854


The
Company has federal and state capital loss carryforwards totaling $20.8 million which are expected to expire in 2012 and federal tax credit carryforwards totaling
$16.3 million which are expected to expire in 2029.

The
tax benefit of deductible temporary differences and tax carry forwards are recorded as an asset to the extent that management assesses the utilization of such temporary differences
and carry forwards to be "more likely than not." As of any period end, the amount of the deferred tax asset that is considered realizable could be reduced if estimates of future taxable income are
reduced. Management expects to have sufficient taxable income in future years to fully realize the deferred tax assets recorded at December 31, 2009, and has determined that a valuation reserve
is not required for any of its deferred tax assets.

A-50

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 10. Income Taxes (Continued)

Income taxes resulted in effective tax rates that differ from the statutory federal income tax rate for the following reasons:

Percent of Pretax
Income (Loss)2009

2008

2007Statutory rate


35.0
%

35.0
%

35.0
%Net state income tax


5.1


5.7


5.9Tax exempt income


(19.7
)

(5.8
)

(2.4
)Affordable housing investments


(21.0
)

(5.2
)

(1.8
)All other, net


(3.2
)

(2.2
)

(1.7
)Effective tax provision


(3.8
)%

27.5
%

35.0
%


The
effective tax rates differ from the applicable statutory federal and state tax rates due to various factors, including tax benefits from investments in affordable housing
partnerships and tax-exempt income on municipal bonds and bank-owned life insurance. The Company recognizes investment tax credits from low income housing and other investments
in the year the credit arises under the flow-through method of accounting. The effective tax rate for the current and year earlier period reflect the adoption of new guidance related to accounting for
noncontrolling interest that became effective January 1, 2009. The new guidance does not change the accounting for income taxes but it does change the presentation of income taxes in the
consolidated financial statements. Noncontrolling interests' share of subsidiary earnings is no longer recognized as an expense in the computation of consolidated net income. A decline in the
effective tax rate occurs because consolidated net income includes earnings allocable to the noncontrolling interest for which no tax expense is provided. The guidance requires that prior periods
presented be restated retrospectively.

The
Company and its subsidiaries file a consolidated federal income tax return and also file income tax returns in various state jurisdictions. The Internal Revenue Service
("IRS") completed its audits of the Company for the tax year 2008 resulting in no material financial statement impact. The Company is currently being audited by the IRS for 2009 and by the Franchise
Tax Board for the years 1998-2004. The potential financial statement impact, if any, resulting from the completion of these audits is expected to be minimal.

From
time to time, there may be differences in opinions with respect to the tax treatment accorded transactions. If a tax position which was previously recognized on the financial
statements is no longer "more likely than not" to be sustained upon a challenge from the taxing authorities, the tax benefit from the tax position will be derecognized. As of December 31, 2009,
the Company does not have any tax positions which dropped below a "more likely than not" threshold.

The
Company adopted the revised accounting guidance for uncertainty in income taxes under ASC Topic 740,Income Taxes,that became
effective on January 1, 2007. Upon adoption, the Company recognized a cumulative effect adjustment of approximately $28.0 million, comprising a $25.2 million increase to its tax
liability and $2.8 million increase in accrued interest. The adjustment was recorded as

A-51

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 10. Income Taxes (Continued)

a
charge to January 1, 2007 retained earnings and the contingent tax reserve. A reconciliation of the beginning and ending amount of unrecognized tax benefits for 2009 and 2008 is as follows:

(in thousands)

2009

2008Balance, beginning of the year

$
11,633

$
15,943Additions for tax positions of prior years


4,220


2,928Reductions for tax positions of prior years


(783
)

(1,201
)Settlements


(4,821
)

(6,037
)Balance, end of the year

$
10,249

$
11,633


As
of December 31, 2009 and 2008, the total tax liabilities associated with unrecognized tax benefits that, if recognized, would impact the effective tax rate is
$2.6 million and $2.2 million, respectively.

The
Company recognizes accrued interest and penalties related to uncertain tax positions as an income tax provision expense. The Company recognized approximately $1.2 million and
$1.7 million of interest and penalties expense for the years ended December 31, 2009 and 2008, respectively. The Company had approximately $7.4 million and $6.3 million of accrued
interest and penalties as of December 31, 2009 and 2008, respectively.

Note 11. Goodwill and Intangibles

The following table summarizes the Company's goodwill and other intangible assets as of December 31, 2009 and December 31, 2008:

(in thousands)

December 31, 2008

Additions

Reductions

December 31,
2009Goodwill

$
493,399

$
36,592

$
(16,599
)
$
513,392Accumulated amortization


(33,981
)




571


(33,410
)Net goodwill

$
459,418

$
36,592

$
(16,028
)
$
479,982Customer-Relationship IntangiblesCore deposit intangibles

$
47,127

$
5,524

$
(29,796
)
$
22,855Accumulated amortization


(35,728
)

(3,833
)

29,796


(9,765
)Client advisory contracts


38,662


6,814





45,476Accumulated amortization


(9,442
)

(3,523
)




(12,965
)Net intangibles

$
40,619

$
4,982

$


$
45,601


In
2009, the Company recorded $0.5 million and $36.0 million of goodwill related to its acquisitions of a branch in San Jose and Lee Munder Capital Group, respectively.
Additionally, the Company recorded a core deposit intangible of $0.6 million and a client advisory contract intangible of $2.8 million, respectively, in association with these
acquisitions. On December 18, 2009, the Company acquired the banking operations of Imperial Capital Bank and recorded a $4.9 million core deposit intangible related to the deposits
acquired. Refer to Note 3,Business Combinations, for further discussion of acquisitions.

A-52

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 11. Goodwill and Intangibles (Continued)

The
reduction in goodwill is primarily due to the deconsolidation of a wealth management affiliate. The reductions to customer-relationship balances reflect the removal of accounts for
intangibles that were fully amortized at December 31, 2009.

Customer
relationship intangibles are amortized over their estimated lives. At December 31, 2009, the estimated aggregate amortization of intangibles for the years 2010 through
2014 is $8.1 million, $7.3 million, $5.4 million, $5.0 million, and $3.2 million, respectively.

Impairment Assessment

Management completed an assessment of goodwill and intangibles for impairment during the fourth quarter of 2009. The goodwill
assessment was completed at a reporting unit level. Fair values were determined using methods consistent with current industry practices for valuing similar types of companies. A market multiple of
net income was used to value the Bank reporting unit. The fair values of the wealth management affiliates were based on the fair values calculated for the affiliate non-controlling
interests. These values were adjusted to determine an implied external fair value for the entire firm excluding any discount for lack of control and marketability. The resulting values for the
affiliates were compared to various other market valuation metrics. The sum of the fair values of the reporting units was compared with the Company's market capitalization on a range of dates
including year end and subsequent to year end. The excess of fair value over the Company's market capitalization on these dates reflects the value of the synergies and benefits that would arise from
maintaining control over the Company. Based upon the analysis performed, the fair values of the reporting units exceeded their carrying value (including goodwill); therefore, management concluded that
no impairment of goodwill existed at December 31, 2009.

Although
the economy and financial markets are showing signs of improvement, management will continue to evaluate goodwill for impairment on a quarterly basis. It is possible that a
future conclusion could be reached that all or a portion of the Company's goodwill is impaired, in which case a non-cash charge for the amount of such impairment would be recorded in
operations. Such a charge, if any, would have no impact on tangible capital and would not affect the Company's "well-capitalized" designation.

The
assessment of customer-relationship intangibles for impairment was completed at the individual asset level. The fair value of core deposit intangibles was determined using
market-based core deposit premiums from previous deposit sale transactions. The fair value of core deposit intangibles exceeded their carrying amount at December 31, 2009. For client advisory
contract intangibles recorded by the wealth management affiliates, the undiscounted projected future cash flows associated with the client contracts was compared to their carrying value to determine
whether there was impairment. Management concluded that no impairment of customer-relationship intangibles existed at December 31, 2009.

Note 12. Retirement Plans

The Company has a profit-sharing retirement plan with an Internal Revenue Code Section 401(k) feature covering eligible employees. Employer contributions are made annually into a
trust fund and are allocated to the participants based on their salaries. The profit sharing contribution requirement is based on a percentage of annual operating income subject to a percentage of
salary cap.

A-53

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 12. Retirement Plans (Continued)

Eligible
employees may contribute up to 50 percent of their salary to the 401(k) plan, but not more than the maximum allowed under Internal Revenue Service regulations. The
Company matches 50 percent of the first 6 percent of covered compensation. The Company recorded total profit sharing and matching contribution expense of $4.2 million,
$16.2 million and $15.6 million for 2009, 2008 and 2007, respectively.

The
Company has a Supplemental Executive Retirement Plan ("SERP") for one of its executive officers. The SERP meets the definition of a pension plan under ASC Topic 960, Plan AccountingDefined Benefit Pension
Plans.At December 31, 2009, there was a $4.8 million unfunded pension liability
related to the SERP. Pension expense was $0.7 million, $0.5 million, and $0.8 million for 2009, 2008 and 2007, respectively.

There
is also a SERP covering three former executives of the Pacific Bank, which the Company acquired in 2000. As of December 31, 2009, there was an unfunded pension liability for
this SERP of $2.4 million. Pension expense was $0.3 million, $0.2 million and $0.2 million for 2009, 2008 and 2007, respectively.

The
Company does not provide any other post-retirement employee benefits beyond the profit-sharing retirement plan and the SERPs.

Note 13. Share-Based Compensation Plans

On December 31, 2009, the Company had one share-based compensation plan, the City National Corporation 2008 Omnibus Plan (the "Plan"), which was approved by the Company's
shareholders on April 23, 2008. No new awards will be granted under predecessor plans. A description of the Plan is provided below. The compensation cost that has been recognized for all
share-based awards was $14.4 million, $14.7 million and $13.9 million for 2009, 2008 and 2007, respectively. The Company received $2.2 million and $20.5 million in
cash for the exercise of stock options during 2009 and 2008, respectively. The tax expense recognized in equity for share-based compensation arrangements was $1.0 million for 2009 compared with
a tax benefit of $2.9 million for 2008.

Plan Description

The Plan permits the grant of stock options, restricted stock, restricted stock units, performance shares, performance share units,
performance units and stock appreciation rights, or any combination thereof, to the Company's eligible employees and non-employee directors. No grants of performance shares, performance
share units, performance units or stock appreciation rights had been made as of December 31, 2009. The purpose of the Plan is to promote the success of the Company by providing an additional
means to attract, motivate, retain and reward key employees of the Company with awards and incentives for high levels of individual performance and improved financial performance of the Company, and
to link non-employee director compensation to shareholder interest through equity grants. Stock option awards are granted with an exercise price equal to the market price of the Company's
stock at the date of grant. These awards vest in four years and have 10-year contractual terms. Restricted stock awards granted under the Plan vest over a period of at least three years,
as determined by the Compensation, Nominating and Governance Committee (the "CNG Committee"). The participant is entitled to dividends and voting rights for all shares issued even though they are not
vested. Restricted stock awards issued under predecessor plans vest over five years. The Plan provides for acceleration of vesting if there is a change in control (as defined in the Plan) or a
termination of

A-54

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 13. Share-Based Compensation Plans (Continued)

service,
which may include disability or death. Unvested options are forfeited upon termination of employment, except for those instances noted above, and the case of the retirement of a
retirement-age employee for options granted prior to January 31, 2006. All unexercised options expire 10 years from the grant date. At December 31, 2009, there were
approximately 2.2 million shares available for future grants.

Fair Value

The fair value of each option award is estimated on the date of grant using a Black-Scholes option valuation methodology that uses the
assumptions noted in the following table. The Company evaluates exercise behavior and values options separately for executive and non-executive employees. Expected volatilities are based
on the historical volatility of the Company's stock. As of February 2008, the Company began using a 20-year look back period to calculate the volatility factor. The longer look back period
reduces the impact of the recent disruptions in the capital markets, and provides values that management believes are more representative of expected future volatility. Prior to this date, the Company
used a look back period equal to the expected term of the options. The Company uses historical data to predict option exercise and employee termination behavior. The expected term of options granted
is derived from the historical exercise activity over the past 20 years and represents the period of time that options granted are expected to be outstanding. The risk-free rate for
periods within the contractual life
of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The dividend yield is equal to the dividend yield of the Company's stock at the time of the grant.

To
estimate the fair value of stock option awards, the Company uses the Black-Scholes valuation method, which incorporates the assumptions summarized in the table below:

December 31,2009

2008

2007Weighted-average volatility


31.42
%

29.35
%

21.80
%Dividend yield


3.33
%

3.57
%

2.54
%Expected term (in years)


6.11


6.04


6.14Risk-free interest rate


2.84
%

3.95
%

4.60
%


A-55

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 13. Share-Based Compensation Plans (Continued)

A
summary of stock option activity and related information for the years ended December 31, 2009, 2008, and 2007 are presented in the tables below:

Options

Number of
Shares
(in thousands)

Weighted
Average
Exercise
Price
(per share)

Aggregate
Intrinsic
Value
(in thousands) (1)

Weighted
Average
Remaining
Contractual
TermOutstanding at January 1, 2009


4,029

$
55.28Granted


1,133


27.42Exercised


(77
)

29.13Forfeited or expired


(223
)

45.61Outstanding at December 31, 2009


4,862

$
49.64

$
26,294


5.57Exercisable at December 31, 2009


3,001

$
54.39

$
6,449


3.71


---

2008

2007Options

Number of
Shares
(in thousands)

Weighted
Average
Exercise
Price

Number of
Shares
(in thousands)

Weighted
Average
Exercise
PriceOutstanding at January 1


4,171

$
52.60


4,295

$
49.54BBNV acquisition








109


10.77Granted


644


54.03


553


73.47Exercised


(622
)

32.95


(653
)

39.90Forfeited or expired


(164
)

66.89


(133
)

68.31Outstanding at December 31


4,029

$
55.28


4,171

$
52.60Exercisable at December 31


2,762

$
51.30


3,030

$
45.20


Using
the Black-Scholes option valuation methodology, the weighted-average grant-date fair values of options granted during the years ended December 31, 2009, 2008 and
2007 were $6.90, $12.65, and $16.62, respectively. The total intrinsic values of options exercised during the years ended December 31, 2009, 2008 and 2007 were $0.9 million,
$11.4 million, and $13.2 million, respectively.

A-56

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 13. Share-Based Compensation Plans (Continued)

A
summary of changes in unvested option and related information for the year ended December 31, 2009 is presented below:

Unvested Options

Number of
Shares
(in thousands)

Weighted Average
Grant Date
Fair Value
(per share)Unvested at January 1, 2009


1,267

$
15.15Granted


1,133


6.90Vested


(465
)

15.90Forfeited


(74
)

10.01Unvested at December 31, 2009


1,861

$
10.14


The
total fair value of options vested during 2009, 2008 and 2007 was $7.4 million, $7.2 million and $6.6 million respectively. The number of options vested during
the year ended December 31, 2009 was 464,637. As of December 31, 2009, there was $12.1 million of unrecognized compensation cost related to unvested stock options granted under
the Company's plans. That cost is expected to be recognized over a weighted-average period of 2.4 years.

During
2009, the Company issued 76,714 treasury shares in connection with the exercise of stock options. The Company issued 621,606 and 653,369 treasury shares in connection with the
exercise of stock options in 2008 and 2007, respectively.

The
detail of outstanding and exercisable options at December 31, 2009 is as follows:

Options Outstanding

Options ExercisableNumber of Shares
Outstanding
(in thousands)

Weighted
Average
Remaining
Life (Yrs)

Weighted
Average
Exercise Price

Number of
Shares
Exercisable
(in thousands)

Weighted
Average
Exercise
PriceOptions issued at prices less than $19.99 per share


4


3.38

$
1.00


4

$
1.00Options issued at prices between $20.00 and $35.99 per share


1,221


8.04


27.19


154


27.44Options issued at prices between $36.00 and $44.99 per share


472


2.10


37.96


429


37.54Options issued at prices between $45.00 and $69.99 per share


2,365


4.61


54.99


1,909


54.90Options issued at prices between $70.00 and $74.99 per share


463


6.97


74.33


252


74.13Options issued at prices between $75.00 and $84.99 per share


337


6.14


76.61


253


76.624,862


5.56


49.64


3,001


54.39


At
December 31, 2009, 2,926,925 nonqualified stock options and 74,021 incentive stock options on the Company's common stock were exercisable under the plans.

A-57

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 13. Share-Based Compensation Plans (Continued)

The
Plan provides for granting of restricted shares of Company stock to employees. In general, twenty-five percent of the restricted stock vests two years from the date of
grant, then twenty-five percent vests on each of the next three consecutive grant anniversary dates. The restricted stock is subject to forfeiture until the restrictions lapse or
terminate.

A
summary of changes in restricted stock and related information for the year ended December 31, 2009 is presented below:

Restricted Stock

Number of
Shares
(in thousands)

Weighted Average
Grant Date
Fair Value
(per share)Unvested at January 1, 2009


436

$
65.57Granted


296


27.81Vested


(103
)

70.10Forfeited


(19
)

55.57Unvested at December 31, 2009


610

$
46.79


Restricted
stock is valued at the closing price of the Company's stock on the date of award. The weighted-average grant-date fair values of restricted stock granted during
the years ended December 31, 2009, 2008 and 2007 were $27.81, $54.28 and $73.77, respectively. The total fair value of restricted stock vested during 2009, 2008 and 2007 was
$7.2 million, $6.7 million, and $5.3 million, respectively. The number of restricted shares vested during 2009 was 103,418. The compensation expense related to restricted stock
for 2009 was $7.3 million compared with $7.5 million for 2008 and $5.7 million for 2007. As of December 31, 2009, the unrecognized compensation cost
related to restricted stock granted under the Company's plans was $16.6 million. That cost is expected to be recognized over a weighted-average period of 3.1 years.

Note 14. Deposits and Borrowed Funds

The following table sets forth the maturity distribution of time deposits as of December 31, 2009:

(in millions)

2010

2011

2012

2013

2014

After
2015

TotalTime deposits, $100,000 and over

$
1,513.4

$
106.5

$
11.8

$
9.3

$
8.7

$
0.9

$
1,650.6Other time deposits


665.5


70.4


8.2


7.8


4.6


0.1


756.6Total time deposits

$
2,178.9

$
176.9

$
20.0

$
17.1

$
13.3

$
1.0

$
2,407.2


A-58

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 14. Deposits and Borrowed Funds (Continued)

Details
regarding federal funds purchased and securities sold under repurchase agreements as well as other short-term borrowings follow:

2009

2008

2007(in thousands)

Balances at
Year-end

Average
Balance

Average
Rate

Balances at
Year-end

Average
Balance

Average
Rate

Balances at
Year-end

Average
Balance

Average
RateOvernight federal funds purchased and securities sold under repurchase agreements

$
426,779

$
214,672


0.16
%
$
708,157

$
898,731


2.18
%
$
1,344,411

$
566,080


4.99
%Term securities sold under repurchase agreements


200,000


200,000


3.98


200,000


200,000


3.99


200,000


96,849


4.38Other short-term borrowings


690


52,298


0.63


124,500


667,457


2.69


100,000


153,096


5.00


The maximum amount of overnight federal funds purchased and securities sold under agreements to repurchase (both overnight and term) outstanding
at any month-end was $0.89 billion, $1.56 billion, and $1.54 billion in 2009, 2008, and 2007, respectively. The average amount of securities sold under agreements to
repurchase was $200.0 million, $202.1 million and $101.0 million during 2009, 2008, and 2007, respectively. At December 31, 2009, the Company had delivered securities with
a fair value of $227.0 million as collateral for the term repurchase agreements and associated interest payable. The securities underlying the agreements to repurchase remain under the
Company's control.

Additional
detail on the components of other short-term borrowings and long-term debt is provided below:

December 31,(in thousands)

2009

2008Other short-term borrowings:Treasury, tax and loan note

$
690

$
24,500Federal Home Loan Bank advances





100,000Total

$
690

$
124,500Subordinated debt


340,137


161,595Total

$
340,137

$
161,595Long-term debt:Senior notes

$
221,946

$
241,069Other long-term notes


249,083


5,485Total

$
471,029

$
246,554


Short-term
borrowings consist of funds with remaining maturities of one year or less, and long-term debt consists of borrowings with remaining maturities greater
than one year. The maximum amount of other short-term borrowings at any month-end was $121.9 million, $955.0 million, and $359.3 million in 2009, 2008, and
2007, respectively.

The
Company has a remaining borrowing capacity of $3.52 billion as of December 31, 2009, secured by collateral, from the Federal Home Loan Bank of San Francisco, of which
the Bank is a member.

A-59

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 14. Deposits and Borrowed Funds (Continued)

Total
subordinated debt was $340.1 million as of December 31, 2009 compared to $161.6 million as of December 31, 2008. Total subordinated debt includes City
National Bank 6.75 percent 10-year notes with a face value of $150.0 million due on September 1, 2011. Interest on the notes is payable semi-annually in
arrears. The carrying value of the City National Bank subordinated notes is net of discount, issuance costs which are being amortized into interest expense, and the impact of fair value hedge
accounting, if applicable. On July 15, 2009, the Bank issued a $50.0 million unsecured subordinated note to a third party investor. The subordinated note bears a 9 percent fixed
rate of interest for five years, thereafter, the rate is reset at the Bank's option to either LIBOR plus 600 basis points or to prime plus 500 basis points. The note matures on July 15, 2019.
On August 12, 2009, the Bank issued $130.0 million in subordinated notes of which $55.0 million were floating rate subordinated notes and $75.0 million were fixed rate
subordinated notes. The fixed rate subordinated notes bear a fixed interest rate of 9 percent. The floating rate subordinated notes bear a fixed interest rate of 9 percent for the
initial five years from the date of issuance and thereafter bear an interest rate equal to the three-month LIBOR rate plus 6 percent. The rate is reset quarterly and is subject to an interest
rate cap of 10 percent throughout the term of the notes. These subordinated notes mature on August 12, 2019. The subordinated notes qualify as Tier 2 capital for regulatory
purposes.

On
December 8, 2009, City National Capital Trust I, a statutory trust formed by City National Corporation, issued $250.0 million of cumulative trust preferred securities.
The notes pay a fixed rate of 9.625 percent and mature on February 1, 2040. The trust preferred securities are included in long-term debt and qualify as Tier 1
capital.

Long-term
debt also includes the Corporation's 5.125 percent ten-year senior notes with a face value of $208.2 million due on February 15,
2013 and Business Bank Corporation trust preferred debentures with a face value of $5.2 million maturing on November 23, 2034. The carrying value of the senior notes is net of the impact
of fair value hedge accounting and issuance costs which are being amortized into interest expense. The rate on the trust preferred debentures is LIBOR plus 1.965 percent.

A-60

---





Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 15. Derivative Financial Instruments

The following table summarizes the fair value and balance sheet classification of derivative instruments as of December 31, 2009 and December 31, 2008. The notional amount
of the contract is not recorded on the consolidated balance sheets, but is used as the basis for determining the amount of interest payments to be exchanged between the counterparties. If a
counterparty fails to perform, the Company's counterparty credit risk is equal to the amount reported as a derivative asset.

Fair Values of Derivative Instruments

December 31, 2009

December 31, 2008(in millions)

Notional
Amount

Derivative
Assets (1)

Derivative
Liabilities (1)

Notional
Amount

Derivative
Assets (1)

Derivative
Liabilities (1)Derivatives designated as hedging instrumentsInterest rate swapsfair value:Certificates of deposit

$
20.0

$
0.9

$


$
20.0

$
1.4

$
Long-term and subordinated debt


358.2


27.7





370.9


34.6


Total fair value contracts

$
378.2

$
28.6

$


$
390.9

$
36.0

$
Interest rate swapscash flow:U.S. Dollar LIBOR based loans

$
350.0

$
6.6

$


$
200.0

$
8.4

$
Prime based loans


100.0


2.5


0.6


125.0


3.8


Total cash flow contracts

$
450.0

$
9.1

$
0.6

$
325.0

$
12.2

$
Total derivatives designated as hedging instruments

$
828.2

$
37.7

$
0.6

$
715.9

$
48.2

$
Derivatives not designated as hedging instrumentsInterest rate contracts:Swaps

$
997.6

$
12.5

$
12.1

$
467.2

$
15.7

$
16.3Interest-rate caps, floors and collars


129.1


1.2


1.2


137.1


0.7


0.7Options purchased


2.0


0.2


0.2


2.0


0.4


0.4Options written


2.0








2.0





Total interest-rate contracts

$
1,130.7

$
13.9

$
13.5

$
608.3

$
16.8

$
17.4Equity index futures

$
1.1

$


$


$
0.4

$


$
Foreign exchange contracts:Spot and forward contracts

$
215.7

$
2.3

$
2.0

$
165.9

$
4.1

$
3.4Options purchased


58.6


0.8


0.8


103.8


4.0


4.0Options written


58.6


0.3


0.3


103.8





Total foreign exchange contracts

$
332.9

$
3.4

$
3.1

$
373.5

$
8.1

$
7.4Total derivatives not designated as hedging instruments

$
1,464.7

$
17.3

$
16.6

$
982.2

$
24.9

$
24.8


(1)Derivative
assets include the estimated gain to settle a derivative contract plus net interest receivable. Derivative liabilities include the estimated loss
to settle a derivative contract.


A-61

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 15. Derivative Financial Instruments (Continued)




Derivatives Designated as Hedging Instruments

As of December 31, 2009, the Company had $828.2 million notional amount of interest-rate swaps, of which
$378.2 million were designated as fair value hedges and $450.0 million were designated as cash flow hedges. The positive fair value of the fair value hedges of $28.6 million
resulted in the recognition of other assets and an increase in hedged deposits and borrowings of $26.8 million. The remaining $1.8 million of fair value represents net interest
receivable. The net positive fair value of cash flow hedges of variable-rate loans of $8.5 million resulted in the recognition of other assets of $8.1 million, an other
liability of $0.6 million representing the negative fair value on certain cash flow hedges, and other comprehensive income before taxes of $7.5 million. The remaining $1.0 million
of fair value represents net interest receivable.

The
amount of gains on cash flow hedges reclassified from AOCI to interest income for 2009 and 2008 was $12.0 million and $5.5 million, respectively. Within the next
12 months, $9.9 million of other comprehensive income is expected to be reclassified into interest income.

As
of December 31, 2008, the Company had $715.9 million notional amount of interest-rate swaps, of which $390.9 million were designated as fair value
hedges and $325.0 million were designated as cash flow hedges. The positive fair value of the fair value hedges of $36.0 million resulted in the recognition of other assets and an
increase in hedged deposits and borrowings of $34.9 million. The remaining $1.1 million of fair value represents net interest receivable. The positive fair value of $12.2 million
on cash flow hedges of variable-rate loans resulted in the recognition of other assets and other comprehensive income before taxes of $11.5 million. The remaining
$0.7 million of fair value represents net interest receivable.

The
Company's swap agreements require the deposit of cash or marketable debt securities as collateral based on certain risk thresholds. These requirements apply individually to the
Corporation and to the Bank. Additionally, certain of the Company's swap agreements contain credit-risk-related contingent features. For agreements that contain
credit-risk features, the amount of collateral required to be delivered or received is impacted by the credit ratings of the Company and its counterparties. At December 31, 2009,
the Company had no swap contracts that contain credit-risk contingent features in a net liability position.

The
Company's interest-rate swaps had $8.0 million and $15.8 million of credit risk exposure at December 31, 2009 and 2008, respectively. The credit
exposure represents the cost to replace, on a present value basis and at current market rates, all contracts by trading counterparty having an aggregate positive market value, net of margin collateral
received. The Company enters into master netting agreements with swap counterparties to mitigate credit risk. Under these agreements, the net amount due from or payable to each counterparty is settled
on the contract payment date. Collateral valued at $16.6 million and $19.9 million had been received from swap counterparties at December 31, 2009 and 2008, respectively.

A-62

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 15. Derivative Financial Instruments (Continued)

The
periodic net settlement of interest-rate swaps is recorded as an adjustment to interest income or interest expense. The impact of interest-rate swaps on
interest income and interest expense for the years ended December 31, 2009 and 2008 is provided below:

Year Ended
December 31,(in millions)
Derivative Instruments Designated as
Fair Value Hedges

Location in Consolidated
Statements of Income2009

2008Interest-rate swaps-fair value

Interest expense

$
15.5

$
7.3Interest-rate swaps-cash flow

Interest income


12.0


5.5Total income



$
27.5

$
12.8


Fair
value and cash flow interest-rate swaps increased net interest income by $27.5 million and $12.8 million in 2009 and 2008, respectively, and decreased net
interest income by $5.4 million in 2007.

Changes
in fair value of the effective portion of cash flow hedges are reported in AOCI. When the cash flows associated with the hedged item are realized, the gain or loss included in
AOCI is recognized in Interest income on loans and leases, the same location in the consolidated statements of income as the income on the hedged item. Any ineffective portion of the changes of fair
value of cash flow hedges is recognized immediately in Other noninterest income in the consolidated statements of income.

The
amount of after-tax loss on the change in fair value of cash flow hedges recognized in AOCI was $2.7 million (net of taxes of $1.7 million) at
December 31, 2009 compared to an after-tax gain of $3.5 million (net of taxes of $2.9 million) at December 31, 2008.

The
amount of hedge ineffectiveness on cash flow hedges was nominal at December 31, 2009.

Derivatives Not Designated as Hedging Instruments

Derivative contracts not designated as hedges are marked-to-market each reporting period with changes in fair
value recorded as a part of Noninterest income in the consolidated statements of income. The table below provides the amount of gains and losses on these derivative contracts for the years ended
December 31, 2009 and 2008:

Year Ended
December 31,(in millions)
Derivatives Not Designated as
Hedging Instruments

Location in Consolidated
Statements of Income2009

2008Interest-rate contracts

Other noninterest income

$
1.0

$
(0.6
)Equity index futures

Other noninterest income


(0.5
)

0.6Foreign exchange contracts

International services income


19.3


20.6Total income



$
19.8

$
20.6


Note 16. Variable Interest Entities

The Company holds ownership interests in certain special-purpose entities formed to provide affordable housing. The Company evaluates its interest in these entities to determine whether
they meet the definition of a VIE and whether the Company is required to consolidate these entities. The

A-63

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 16. Variable Interest Entities (Continued)

Company
is not the primary beneficiary of the affordable housing VIEs in which it holds interests and is therefore not required to consolidate these entities. The investment in these entities is
initially recorded at cost, which approximates the maximum exposure to loss as a result of the Company's involvement with these unconsolidated entities. Subsequently, the carrying value is amortized
over the stream of available tax credits and benefits. The Company expects to recover its investments over time, primarily through realization of federal low-income housing tax credits.
The balance of the investments in these entities was $93.4 million and $74.6 million at December 31, 2009 and 2008, respectively, and is included in Affordable housing investments
in the consolidated balance sheets. Unfunded commitments for affordable housing investments were $14.1 million at December 31, 2009. These unfunded commitments are recorded in Other
liabilities in the consolidated balance sheets.

Of
the affordable housing investments held as of December 31, 2009, the Company had a significant variable interest in four affordable housing partnerships. These interests were
acquired at various times from 1998 to 2001. The Company's maximum exposure to loss as a result of its involvement with these entities is limited to the $8.4 million aggregate carrying value of
these investments at December 31, 2009. There were no unfunded commitments for these affordable housing investments at December 31, 2009.

The
Company also has ownership interests in several private equity investment funds that are VIEs. The Company is not a primary beneficiary and, therefore, is not required to consolidate
these VIEs. The investment in these entities is carried at cost, which approximates the maximum exposure to loss as a result of the Company's involvement with these entities. The Company expects to
recover its investments over time, primarily through the allocation of fund income, gains or losses on the sale of fund assets, dividends or interest income. The balance in these entities was
$37.4 million and $35.6 million at December 31, 2009 and 2008, respectively, and is included in Other assets in the
consolidated balance sheets. Income associated with these investments is reported in Other noninterest income in the consolidated statements of income.

In
addition to the above, Convergent Wealth, a wealth management affiliate, is the administrative manager of the Barlow Long-Short Equity Fund, a hedge fund that is a VIE.
Convergent Wealth is not a primary beneficiary and, therefore, is not required to consolidate this entity.

Note 17. Noncontrolling Interest

In accordance with ASC 810, the Company reports noncontrolling interest in its majority-owned affiliates as a separate component of equity in Noncontrolling interest in the consolidated
balance sheets. Net income attributable to noncontrolling interest is no longer deducted to arrive at consolidated net income. Instead, consolidated net income is attributed to controlling and
noncontrolling interest in the consolidated statements of income. See Note 1,Summary of Significant Accounting Policies.

The
Bank has certain wholly owned subsidiaries that have issued preferred stock to third-party investors. The net income and assets of these subsidiaries are eliminated in consolidation
for all periods presented. The ownership interests of third-party investors are included in Noncontrolling interest in the equity section of the consolidated balance sheets. See Note 20, Availability of Funds from
Subsidiaries and Capital, for further discussion.

A-64

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 17. Noncontrolling Interest (Continued)

In
November 2009, the Company deconsolidated a wealth management affiliate and recognized a loss of $2.1 million as a result of the deconsolidation. The loss is included in Other
noninterest income in the consolidated statements of income. The Company accounts for its remaining noncontrolling interest in that affiliate as an equity method investment.

Redeemable Noncontrolling Interest

The Corporation holds a majority ownership interest in the seven investment management and wealth advisory affiliates that it
consolidates and a noncontrolling interest in two other firms. In general, the management of each majority-owned affiliate has a significant noncontrolling ownership position in their firm and
supervises the day-to-day operations of the affiliate. The Corporation is in regular contact with each affiliate regarding their operations and is an active participant in the
management of the affiliates through its position on each firm's board.

The
Corporation's investment in each affiliate is governed by operating agreements and other arrangements which provide the Corporation certain rights, benefits and obligations. The
Corporation determines the appropriate method of accounting based upon these agreements and the factors contained therein. All majority-owned affiliates that have met the criteria for consolidation
are included in the consolidated financial statements. All material intercompany balances and transactions are eliminated. The Corporation applies the equity method of accounting to investments where
it holds a noncontrolling interest. For equity method investments, the Corporation's portion of income before taxes is included in Trust and investment fees in the consolidated statements of income.

As
of December 31, 2009, affiliate noncontrolling owners held equity interests with an estimated fair value of $51.4 million. This estimate reflects the maximum obligation
to purchase equity interests in the affiliates. The events which would require the Company to purchase the equity interests may occur in the near term or over a longer period of time. The terms of the
put provisions vary by agreement, but the value of the put is at the approximate fair value of the interests. The parent company carries key man life insurance policies to fund a portion of these
conditional purchase obligations in the event of the death of an interest holder.

With
the adoption of new guidance in ASC 810, effective January 1, 2009, the Company was required to apply the measurement guidance of EITF Topic D-98, Classification and Measurement of Redeemable Securities("Topic D-98"), and record the redemption value of redeemable noncontrolling
interest in the consolidated balance sheets for the current period as well as retrospectively for all prior periods presented. In accordance with the provisions of Topic D-98, the Company
restated all prior periods presented by reflecting the redeemable noncontrolling interest at its estimated maximum redemption amount for that period-end, with an offset to additional
paid-in capital.

Redeemable
noncontrolling interest is not considered to be permanent equity and continues to be reported in the mezzanine section between liabilities and equity in the consolidated
balance sheets.

A-65

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 17. Noncontrolling Interest (Continued)

The
following is a reconciliation of redeemable noncontrolling interest for each of the periods presented:

Year ended December 31,(in thousands)

2009

2008

2007Balance, beginning of year

$
44,811

$
51,561

$
28,093Net income (loss)


(1,457
)

2,993


6,327Distributions to noncontrolling interest


(2,196
)

(5,904
)

(7,143
)Additions and redemptions, net


8,192


2,609


4,165Adjustments to fair value


2,031


(6,448
)

20,119Balance, end of year

$
51,381

$
44,811

$
51,561


Note 18. Shareholders' Equity

On May 8, 2009, the Corporation completed an offering of 2.8 million common shares at $39.00 per share. The net proceeds from the offering were $104.3 million. On
May 15, 2009, the underwriters exercised their over-allotment option to purchase an additional 420,000 shares of the Corporation's common stock at $39.00 per share. The net proceeds
from the exercise of the over-allotment option were $15.6 million. Common stock qualifies as Tier 1 capital.

On
August 7, 2007, the Company's Board of Directors authorized the Corporation to repurchase 1 million additional shares of the Corporation's stock following completion of
its previously approved stock buyback initiative. On January 24, 2008, the Board of Directors authorized the Corporation to repurchase an additional 1 million shares of the Corporation's
stock following the completion of the August 7, 2007 buyback initiative. All purchases under the program were made in open market transactions and comply with the safe harbor provisions of SEC
Rule 10B-18 regarding blackout periods and daily aggregate limits. The Corporation did not repurchase any shares of common stock in 2009. An aggregate of 421,500 shares and
1,495,800 shares were repurchased in 2008 and 2007, respectively. As of December 31, 2009, there were 1,140,400 shares that may yet be purchased under the January 24, 2008 buyback
initiative. The Corporation received no shares in payment for the exercise price of stock options.

At
December 31, 2009, the Corporation had 2.3 million shares of common stock reserved for issuance and 0.6 million shares of unvested restricted stock granted to
employees and directors under share-based compensation programs.

The
components of accumulated other comprehensive loss are as follows:

December 31,(in thousands)

2009

2008Net unrealized loss on securities available-for-sale

$
(7,366
)
$
(54,861
)Net unrealized gain on cash flow hedges


4,371


7,029Pension liability adjustment


(54
)

(190
)Total accumulated other comprehensive loss

$
(3,049
)
$
(48,022
)


A-66

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 18. Shareholders' Equity (Continued)

On
November 21, 2008, City National Corporation received aggregate proceeds of $400 million from the United States Department of the Treasury ("Treasury") under the TARP
Capital Purchase Program in exchange for 400,000 shares of cumulative perpetual preferred stock and a 10-year warrant to purchase up to 1,128,668 shares of the Company's common stock at an
exercise price of $53.16 per share. The preferred stock and warrant were recorded in equity on a relative fair value basis at the time of issuance. The preferred stock was valued by calculating the
present value of expected cash flows and the warrant was valued using an option valuation model. The allocated values of the preferred stock and warrants were approximately $389.9 million and
$10.1 million, respectively. The preferred stock is accreted to the redemption price of $400 million over five years. Cumulative dividends on the preferred stock are payable quarterly at
the rate of 5 percent for the first five years and
increasing to 9 percent thereafter. The effective pre-tax cost to the Company for participating in the TARP Capital Purchase Program is approximately 9.5 percent, consisting
of 8.6 percent for dividends and 0.9 percent for the accretion on preferred stock, and is based on the statutory tax rate. The warrant has a 10-year term and is immediately
exercisable upon its issuance, with an exercise price, subject to anti-dilution adjustments, equal to $53.16 per share of the common stock. The preferred stock qualifies as Tier 1
capital for regulatory reporting purposes. On December 30, 2009, the Corporation repurchased $200 million, or 200,000 shares, of the TARP preferred stock that it had sold to the
Treasury. The repurchase resulted in a one-time, after-tax, non-cash charge of $4.0 million. The Company intends to repurchase the remaining
$200 million of TARP preferred stock in 2010, subject to regulatory approval.

The
American Recovery and Reinvestment Act of 2009 ("ARRA") was signed into law on February 17, 2009. ARRA contains a wide variety of programs intended to stimulate the economy
and provide for extensive infrastructure, energy, health, and education needs. In addition, ARRA imposes certain new executive compensation and corporate expenditure limits on all current and future
TARP recipients, including the Corporation, until the institution has repaid the Treasury, which is now permitted under ARRA without the need to raise new capital, subject to the Treasury's
consultation with the recipient's appropriate regulatory agency. When the institution has repaid the Treasury, the Treasury is to liquidate the warrant at the current market price.

The
Company's total equity to assets was 9.55 percent as of December 31, 2009 and 12.34 percent at December 31, 2008. The Company's common shareholders'
equity to assets was 8.49 percent as of December 31, 2009 and 9.81 percent at December 31, 2008.

Note 19. Earnings per Common Share

The Company applies the two-class method of computing basic and diluted EPS. Under the two-class method, EPS is determined for each class of common stock and
participating security according to dividends declared and participation rights in undistributed earnings. The Company grants restricted shares under a share-based compensation plan that qualify as
participating securities.

A-67

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 19. Earnings per Common Share (Continued)

The
computation of basic and diluted EPS is presented in the following table:

For the year ended December 31,(in thousands, except per share amounts)

2009

2008

2007Basic EPS:Net income attributable to City National Corporation

$
51,339

$
104,956

$
222,713Less: Dividends on preferred stock


25,903


2,445


Net income available to common shareholders

$
25,436

$
102,511

$
222,713Less: Earnings allocated to participating securities


253


780


1,752Earning allocated to common shareholders

$
25,183

$
101,731

$
220,961Weighted average common shares outstanding


50,272


47,930


48,234Basic earnings per common share

$
0.50

$
2.12

$
4.58Diluted EPS:Earnings allocated to common shareholders (1)

$
25,183

$
101,732

$
220,980Weighted average common shares outstanding


50,272


47,930


48,234Dilutive effect of equity awards


149


266


835Weighted average diluted common shares outstanding


50,421


48,196


49,069Diluted earnings per common share

$
0.50

$
2.11

$
4.50


(1)Earnings
allocated to common shareholders for basic and diluted EPS may differ under the two-class method as a result of adding common stock
equivalents for options and warrants to dilutive shares outstanding, which alters the ratio used to allocate earnings to common shareholders and participating securities for the purposes of
calculating diluted EPS.


The
average price of the Company's common stock for the period is used to determine the dilutive effect of outstanding stock options and common stock warrants. Antidilutive stock options
and common stock warrants are not included in the calculation of basic or diluted EPS. There were approximately 3.4 million outstanding stock options and 1.1 million outstanding common
stock warrants that were antidilutive for 2009, compared to 3.0 million outstanding stock options and 0.1 million outstanding common stock warrants that were antidilutive for 2008 and
0.9 million outstanding stock options for 2007.

Note 20. Availability of Funds from Subsidiaries and Capital

The Company is authorized to issue 5,000,000 shares of preferred stock. The Company's Board of Directors has the authority to issue the preferred stock in one or more series, and to fix
the designations, rights, preferences, privileges, qualifications and restrictions, including dividend rights, conversion rights, voting rights, rights and terms of redemption, liquidation
preferences, and sinking fund terms. On November 21, 2008, the Corporation received aggregate proceeds of $400 million from the Treasury under the TARP Capital Purchase Program in
exchange for 400,000 shares of cumulative perpetual preferred stock and a 10-year warrant. On December 30, 2009, the Company repurchased $200 million of preferred stock from
the Treasury. See Note 18 for further discussion of the preferred stock issuance and repurchase.

A-68

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 20. Availability of Funds from Subsidiaries and Capital (Continued)

During
2001, the Bank formed and funded CN Real Estate Investment Corporation ("CN"), a wholly-owned subsidiary of the Bank. City National Bank contributed cash and participation
interest in certain loans in exchange for 100 percent of the common stock of CN. The net income and assets of CN are eliminated in consolidation for all periods presented. CN sold 33,933 shares
of 8.50 percent Series A Preferred Stock to accredited investors for $3.4 million in 2001, and sold 6,828 shares of 8.5 percent Series B Preferred Stock to
accredited investors for $6.8 million in 2002, both of which are
included in Noncontrolling interest in the consolidated balance sheets. Dividends of $868,811, which are included in Net income attributable to noncontrolling interest in the consolidated statements
of income, were paid in each of the years 2009, 2008 and 2007 on both of the preferred stock issues.

During
2002, the Bank converted its former registered investment company, a wholly-owned subsidiary of the Bank, to a real estate investment trust to provide the Bank with flexibility in
raising capital. The net income and assets of City National Real Estate Investment Corporation II ("CNII") are eliminated in consolidation for all periods presented. During 2002 and 2003, CNII sold
152,680 shares of 8.50 percent Series A Preferred Stock to accredited investors for $15.3 million which is included in Noncontrolling interest in the consolidated balance sheets.
Dividends of $1,297,780, which are also included in Net income attributable to noncontrolling interest in the consolidated statements of income, were paid in each of the years 2009, 2008 and 2007.

Historically,
the majority of the funds for the payment of dividends by the Company have been obtained from the Bank. Dividends paid by the Bank to its parent company are subject to
certain legal and regulatory limitations. In 2009, the Bank may pay dividends up to its net income for 2009, as defined by statute, through the date of any such dividend declaration, without prior
regulatory approval. See Part I, Item 1 of the Form 10-K for a discussion of regulatory restrictions affecting the payment of dividends. Federal banking law also
prohibits the Company from borrowing from the Bank on less than a fully secured basis. The Company had no borrowings from the Bank at either December 31, 2009 or December 31, 2008.

The
Corporation and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can
initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company's financial statements. Under capital
adequacy guidelines and the regulatory framework for prompt corrective action, the Corporation and the Bank must meet specific capital guidelines that involve quantitative measures of the
Corporation's and Bank's assets, liabilities and certain off-balance sheet items as calculated under the regulatory accounting rules. The Corporation's and the Bank's capital amounts and
classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

Quantitative
measures established by regulation to ensure capital adequacy require the Corporation and the Bank to maintain minimum amounts and ratios (set forth in the table below) of
total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined). As of December 31, 2009, the Corporation and the Bank met and exceeded all
capital adequacy requirements to which either is subject. Additionally, the regulatory agencies are required by law to take specific prompt action with respect to banks that do not meet minimum
capital standards. As of December 31, 2009, the Bank was categorized as "well capitalized." There have been no events or circumstances that cause the Company's management to believe that there
would be a change in the Corporation's and the Bank's category of "well capitalized."

A-69

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 20. Availability of Funds from Subsidiaries and Capital (Continued)

The Corporation's capital amounts and ratios are presented in the following table:

Actual

Adequately
Capitalized

Well Capitalized(in millions)

Amount

Ratio

Amount

Ratio

Amount

RatioAs of December 2009Total capital
(to risk weighted assets)

$
2,185.7


15.15
%
$
1,154.5


3 8.0
%
$
1,443.1


3 10.0
%Tier 1 capital
(to risk weighted assets)


1,760.1


12.20
%

577.2


3 4.0
%

865.9


3 6.0
%Tier 1 capital
(to average assets)


1,760.1


9.48
%

742.9


3 4.0
%




As of December 2008Total capital
(to risk weighted assets)

$
1,868.1


13.40
%
$
1,115.4


3 8.0
%
$
1,394.3


3 10.0
%Tier 1 capital
(to risk weighted assets)


1,633.1


11.71
%

557.7


3 4.0
%

836.6


3 6.0
%Tier 1 capital
(to average assets)


1,633.1


10.44
%

625.6


3 4.0
%







The
Bank's capital amounts and ratios are presented in the following table:

Actual

Adequately
Capitalized

Well Capitalized(in millions)

Amount

Ratio

Amount

Ratio

Amount

RatioAs of December 2009Total capital
(to risk weighted assets)

$
1,995.1


13.96
%
$
1,143.6


3 8.0
%
$
1,429.5


3 10.0
%Tier 1 capital
(to risk weighted assets)


1,604.9


11.23
%

571.8


3 4.0
%

857.7


3 6.0
%Tier 1 capital
(to average assets)


1,604.9


8.72
%

736.4


3 4.0
%

920.5


3 5.0
%As of December 2008Total capital
(to risk weighted assets)

$
1,451.9


10.50
%
$
1,105.8


3 8.0
%
$
1,382.2


3 10.0
%Tier 1 capital
(to risk weighted assets)


1,218.4


8.81
%

552.9


3 4.0
%

829.3


3 6.0
%Tier 1 capital
(to average assets)


1,218.4


7.87
%

619.2


3 4.0
%

774.0


3 5.0
%


The
Corporation's Tier 1 capital ratios at December 31, 2009 and December 31, 2008 include $200 million and $400 million, respectively, of preferred
stock issued under the Treasury's TARP Capital Purchase Program, as well as the effects of a common stock offering in May 2009. The Corporation's Tier 1 capital ratios at December 31,
2009 and 2008 also include $25.1 million and $25.4 million, respectively, of preferred stock issued by real estate investment trust subsidiaries of the

A-70

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 20. Availability of Funds from Subsidiaries and Capital (Continued)

Bank
(included in Noncontrolling interest in the consolidated balance sheets) and $252.0 million and $5.2 million, respectively, of trust preferred securities issued by unconsolidated
capital trust subsidiaries of the holding company.

Note 21. Commitments and Contingencies

In the normal course of business, the Company is a party to financial instruments with off-balance sheet risk. These financial instruments include commitments to extend
credit, letters of credit, and financial guarantees; and to invest in private equity and alternative investments. These instruments involve elements of credit, foreign exchange, and interest rate
risk, to varying degrees, in excess of the amount reflected in the consolidated balance sheets.

Exposure
to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit, letters of credit, and financial guarantees
written is represented by the contractual notional amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for
on-balance sheet instruments.

Commitments
to extend credit are agreements to lend to a client as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration
dates or other termination clauses and may require payment of a fee. Since a portion of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily
represent future cash requirements. The Company evaluates each client's creditworthiness on a case-by-case basis.

The
Company had outstanding off-balance sheet loan commitments aggregating $4.68 billion and $5.34 billion at December 31, 2009 and 2008, respectively,
compared to total outstanding loan balances of $14.00 billion and $12.44 billion, respectively. Substantially all of the Company's loan commitments are on a variable rate basis and are
primarily comprised of real estate and commercial loan commitments. In addition, the Company had $578.1 million and $660.8 million outstanding in bankers' acceptances and letters of
credit at December 31, 2009 and 2008, respectively, of which $567.3 million and $647.6 million relate to standby letters of credit. Included in standby letters of credit were
$544.1 million and $618.2 million of financial guarantees as of December 31, 2009 and 2008, respectively. Substantially all fees received from the issuance of financial guarantees
are deferred and
amortized on a straight-line basis over the terms of the guarantee. Collateral, generally in the form of pledged certificates of deposit, is obtained on certain letters of credit in
accordance with the Company's underwriting and credit approval policies.

As
of December 31, 2009, the Company had private equity fund and alternative investment commitments of $68.4 million of which $51.3 million was funded. As of
December 31, 2008, the Company had private equity fund and alternative investment commitments of $63.7 million, of which $40.9 million was funded. At December 31, 2009 and
2008, the Company had affordable housing fund commitments of $14.1 million and $21.2 million. These unfunded affordable housing commitments are recorded in Other liabilities in the
consolidated balance sheets.

In
connection with the liquidation of an investment acquired in a previous bank merger, the Company has an outstanding long-term indemnity. The maximum liability under the
indemnity is

A-71

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 21. Commitments and Contingencies (Continued)

$23.0 million,
but the Company does not expect to make any payments under the terms of this indemnity.

The
Company or its subsidiaries are defendants in various pending lawsuits claiming substantial amounts. Based upon present knowledge, management including in-house counsel
does not believe that the final outcome of such lawsuits will have a material adverse effect on the Company.

Note 22. Segment Operations

The Company has three reportable segments: Commercial and Private Banking, Wealth Management and Other. The factors considered in determining whether individual operating segments could
be
aggregated include that the operating segments: (i) offer the same products and services, (ii) offer services to the same types of clients, (iii) provide services in the same
manner and (iv) operate in the same regulatory environment. The management accounting process measures the performance of the operating segments based on the Company's management structure and
is not necessarily comparable with similar information for other financial services companies. If the management structures and/or the allocation process changes, allocations, transfers and
assignments may change.

The
Commercial and Private Banking reportable segment is the aggregation of the Commercial and Private Banking, Real Estate, Entertainment, Corporate Banking and Core Branch Banking
operating segments. The Commercial and Private Banking segment provides banking products and services, including commercial and mortgage loans, lines of credit, deposits, cash management services,
international trade finance and letters of credit to small and medium-sized businesses, entrepreneurs and affluent individuals. This segment primarily serves clients in California, New York and
Nevada.

The
Wealth Management segment includes the Corporation's investment advisory affiliates and the Bank's Wealth Management Services. The asset management affiliates and the Wealth
Management division of the Bank make the following investment advisory and wealth management resources and expertise available to individual and institutional clients: investment management, wealth
advisory services, brokerage, estate and financial planning and personal, business, custodial and employee trust services. The Wealth Management segment also advises and makes available mutual funds
under the name of CNI Charter Funds. Both the asset management affiliates and the Bank's Wealth Management division provide proprietary and nonproprietary products to offer a full spectrum of
investment solutions in all asset classes and investment styles, including fixed-income instruments, mutual funds, domestic and international equities and alternative investments such as hedge funds.

The
Other segment includes all other subsidiaries of the Company, the portion of corporate departments, including the Treasury Department and the Asset Liability Funding Center, that
have not been allocated to the other segments, and inter-segment eliminations for revenue recognized in multiple segments for management reporting purposes. The Company uses traditional
matched-maturity funds transfer pricing methodology. However, both positive and negative variances occur over time when transfer pricing non-maturing balance sheet items such as demand
deposits. These variances, offset in the Funding Center, are evaluated annually by management and allocated back to the business segments as deemed necessary.

Business
segment earnings are the primary measure of the segment's performance as evaluated by management. Business segment earnings include direct revenue and expenses of the segment as
well as

A-72

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 22. Segment Operations (Continued)

corporate
and inter-company cost allocations. Allocations of corporate expenses, such as data processing and human resources, are calculated based on estimated activity levels for the fiscal year.
Costs associated with intercompany support and services groups, such as Operational Services, are allocated to each business segment based on actual services used. Capital is allocated based on the
estimated risk within each business segment. The methodology of allocating capital is based on each business segment's credit, market, and operational risk profile. If applicable, any provision for
credit losses is allocated based on various credit factors, including but not limited to, credit risk ratings, credit rating fluctuation, charge-offs and recoveries and loan growth. Income
taxes are charged to the business segments at the statutory rate. The Other segment includes an adjustment to reconcile to the Company's overall effective tax rate.

Exposure
to market risk is managed in the Company's Treasury department. Interest rate risk is mostly removed from the Commercial and Private Banking segment and transferred to the
Funding Center through a fund transfer pricing ("FTP") methodology and allocating model. The FTP model records a cost of funds or credit for funds using a combination of matched maturity funding for
fixed term assets and liabilities and a blended rate for the remaining assets and liabilities with varying maturities.

The
Bank's investment portfolio and unallocated equity are included in the Other segment. Amortization expense associated with customer-relationship intangibles is charged to the
affected operating segments.

Selected
financial information for each segment is presented in the following tables. Commercial and Private Banking includes all revenue and costs from products and services utilized by
clients of Commercial and Private Banking, including both revenue and costs for Wealth Management products and services. The revenues and costs associated with Wealth Management products and services
that

A-73

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 22. Segment Operations (Continued)

are
allocated to Commercial and Private Banking for management reporting purposes are eliminated in the Other segment.

For the year ended December 31, 2009(in thousands)

Commercial and
Private Banking

Wealth
Management

Other

Consolidated
CompanyEarnings Summary:Net interest income

$
619,989

$
2,354

$
2,433

$
624,776Provision for credit losses


285,000








285,000Noninterest income


158,484


145,582


(13,551
)

290,515Depreciation and amortization


12,645


6,122


14,809


33,576Noninterest expense


459,435


139,978


(52,861
)

546,552Income before income taxes


21,393


1,836


26,934


50,163Provision (benefit) for income taxes


8,986


771


(11,643
)

(1,886
)Net income


12,407


1,065


38,577


52,049Less: Net income (loss) attributable to noncontrolling interest





(1,457
)

2,167


710Net income attributable to City National Corporation

$
12,407

$
2,522

$
36,410

$
51,339Selected Average Balances:Loans and leases

$
12,300,311

$


$
62,778

$
12,363,089Total assets


12,480,470


575,545


4,655,480


17,711,495Deposits


13,114,416


62,726


1,174,756


14,351,898Goodwill


317,802


151,644





469,446Customer-relationship intangibles, net


9,550


31,234





40,784


A-74

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 22. Segment Operations (Continued)



For the year ended December 31, 2008(in thousands)

Commercial and
Private Banking

Wealth
Management

Other

Consolidated
CompanyEarnings Summary:Net interest income

$
639,890

$
3,103

$
(43,097
)
$
599,896Provision for credit losses


127,000








127,000Noninterest income


187,569


208,668


(129,253
)

266,984Depreciation and amortization


13,388


14,079


12,472


39,939Noninterest expense


462,334


145,257


(59,767
)

547,824Income (loss) before income taxes


224,737


52,435


(125,055
)

152,117Provision (benefit) for income taxes


69,336


16,576


(44,129
)

41,783Net income (loss)


155,401


35,859


(80,926
)

110,334Less: Net income attributable to noncontrolling interest





3,211


2,167


5,378Net income (loss) attributable to City National Corporation

$
155,401

$
32,648

$
(83,093
)
$
104,956Selected Average Balances:Loans and leases

$
12,014,734

$
60

$
73,921


12,088,715Total assets


12,249,028


547,471


3,232,322


16,028,821Deposits


10,872,652


65,287


961,703


11,899,642Goodwill


318,886


136,656





455,542Customer-relationship intangibles, net


14,315


44,240





58,555


A-75

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 22. Segment Operations (Continued)



For the year ended December 31, 2007(in thousands)

Commercial and
Private Banking

Wealth
Management

Other

Consolidated
CompanyEarnings Summary:Net interest income

$
623,641

$
1,916

$
(17,285
)
$
608,272Provision for credit losses


20,000








20,000Noninterest income


151,296


203,900


(51,994
)

303,202Depreciation and amortization


12,358


4,924


12,504


29,786Noninterest expense


422,166


131,744


(54,451
)

499,459Income (loss) before income taxes


320,413


69,148


(27,332
)

362,229Provision (benefit) for income taxes


117,262


24,194


(10,796
)

130,660Net (loss) income


203,151


44,954


(16,536
)

231,569Less: Net income attributable to noncontrolling interest





6,689


2,167


8,856Net income (loss) attributable to City National Corporation

$
203,151

$
38,265

$
(18,703
)
$
222,713Selected Average Balances:Loans and leases

$
10,960,031

$
1,587

$
95,793

$
11,057,411Total assets


11,311,107


454,664


3,604,993


15,370,764Deposits


11,054,528


59,354


1,122,501


12,236,383Goodwill


299,450


86,006





385,456Customer-relationship intangibles, net


17,660


52,882





70,542


A-76

---





Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 23. Parent Company Only Condensed Financial Statements

Condensed Parent Company financial statements, which include transactions with subsidiaries, follow:

CONDENSED BALANCE SHEETS

December 31,(in thousands) (1)

2009

2008AssetsCash

$
243,085

$
423,529Securities available-for-sale


26,753


69,851Other assets


252,133


235,979Investment in City National Bank


1,910,199


1,474,678Investment in non-bank subsidiaries


68,265


57,747Total assets

$
2,500,435

$
2,261,784LiabilitiesLong-term debt

$
470,675

$
219,615Other liabilities


43,437


37,176Total liabilities


514,112


256,791Total shareholders' equity


1,986,323


2,004,993Total liabilities and shareholders' equity

$
2,500,435

$
2,261,784


(1)Certain
prior period balances have been reclassified to conform to the current period presentation.


A-77

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 23. Parent Company Only Condensed Financial Statements (Continued)

CONDENSED STATEMENTS OF INCOME

For the year ended December 31,(in thousands) (1)

2009

2008

2007IncomeDividends from Bank and non-bank subsidiaries

$
20,016

$
73,735

$
334,217Interest and dividend income and other income


8,121


15,045


22,579Impairment loss on securities


(10,912
)

(27,397
)

(Loss) gain on sale of securities


(7,632
)

(2,714
)

1,099Total income


9,593


58,669


357,895Interest on notes payable to Bank and non-affiliates


5,551


8,970


14,433Other expenses


6,653


5,330


5,214Total expenses


12,204


14,300


19,647Income before taxes and equity in undistributed losses (income) of Bank and non-bank subsidiaries


(2,611
)

44,369


338,248Income taxes (benefit)


(16,630
)

(21,531
)

(3,560
)Income before equity in undistributed income of Bank and non-bank subsidiaries


14,019


65,900


341,808Equity in undistributed income (losses) of Bank and non-bank subsidiaries


36,066


38,738


(118,309
)Net income

$
50,085

$
104,638

$
223,499Less: Net (loss) income attributable to noncontrolling interest


(1,254
)

(318
)

786Net income attributable to City National Corporation

$
51,339

$
104,956

$
222,713Less: Dividends and accretion on preferred stock


25,903


2,445


Net income available to common shareholders

$
25,436

$
102,511

$
222,713


(1)Certain
prior period balances have been reclassified to conform to the current period presentation.


A-78

---



Table of Contents

CITY NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 23. Parent Company Only Condensed Financial Statements (Continued)

CONDENSED STATEMENTS OF CASH FLOWS

For the year ended December 31,(in thousands) (1)

2009

2008

2007Cash Flows From Operating ActivitiesNet income

$
50,085

$
104,638

$
223,499Adjustments to net income:Equity in undistributed (income) loss of Bank and non-bank subsidiaries


(36,066
)

(38,738
)

118,309Other, net


38,097


30,027


(23,285
)Net cash provided by operating activities


52,116


95,927


318,523Cash Flows From Investing ActivitiesPurchase of securities available-for-sale


(35,821
)

(37,292
)

(66,607
)Sales and paydowns of securities available-for-sale


67,442


49,347


39,526Net advances to subsidiaries


(369,041
)

(13,354
)

Acquisitions, net of cash acquired








(148,172
)Net cash used in investing activities


(337,420
)

(1,299
)

(175,253
)Cash Flows For Financing ActivitiesNet increase (decrease) in other borrowings


230,796


(4,060
)

Cash dividends


(48,338
)

(92,886
)

(89,375
)(Redemption) issuance of preferred stock


(200,000
)

389,867


Issuance of common stock


119,929


10,133


Stock repurchases





(21,694
)

(105,450
)Proceeds from exercise of stock options


2,236


20,480


25,907Other, net


237


2,905


5,026Net cash provided by (used in) financing activities


104,860


304,745


(163,892
)Net (decrease) increase in cash and cash equivalents


(180,444
)

399,373


(20,622
)Cash and cash equivalents at beginning of year


423,529


24,156


44,778Cash and cash equivalents at end of year

$
243,085

$
423,529

$
24,156


(1)Certain
prior period balances have been reclassified to conform to the current period presentation


Note 24. Subsequent Events

The Company has evaluated events that have occurred subsequent to December 31, 2009, and through February 26, 2010, the date that these consolidated financial statements
were issued. There have been no subsequent events that have occurred during the period that would require recognition in the consolidated financial statements or its disclosures for 2009.

A-79

---