AMENDMENT NUMBER 2
TO
2000 CITY NATIONAL BANK
DIRECTOR DEFERRED COMPENSATION PLAN
WHEREAS, City National Bank (the "Bank") maintains the 2000 City National Bank Director Deferred Compensation Plan (the "Plan") to provide supplemental retirement income benefits for the outside directors of the Bank through deferrals of directors' fees; and
WHEREAS, pursuant to Section 8.4 of the Plan, the Bank has the right to amend the Plan; and
WHEREAS, it is desirable to adopt an amendment to the Plan to make modifications with regard to the fees which Participants may defer under the Plan and to allow Participants to make investment elections in a "CNC Stock" Fund;
NOW, THEREFORE, the Plan is hereby amended, effective as of January 1, 2008, with approval by the Compensation, Nominating and Governance Committee of the Board of Directors of City National Corporation, as follows:
1. Section 1.2 of the Plan is hereby amended to add a definition of "Annual Award" and to revise the definitions of "Annual Retainer" and "Compensation" to read as follows:
"Annual Award" shall mean the annual award to which a Director is entitled for service as a member of the Board of Directors of the Corporation or the Board of Directors of the Bank which is payable in cash in an amount equivalent to the value of a specified number of shares (currently 500) of Common Stock of the Corporation.
"Annual Retainer" shall mean the annual retainer fee for Committee Chairs to which a Director is entitled for service as a Chair of a Board committee of the Board of Directors of the Corporation or the Board of Directors of the Bank.
"Compensation" shall mean the Participant's Annual Award, Annual Retainer and Meeting Fees.
2. Section 3.1 of the Plan is hereby amended to revise subsections (b) and (c) thereof to read as follows:
(b) General Rule. Subject to the minimum deferral provisions of Section 3.1(c) below, the amount of Compensation which an Eligible Director may elect to defer is as follows:
(i) Any percentage or dollar amount of Annual Retainer up to 100%; and/or
(ii) Any percentage or dollar amount of Meeting Fees up to 100%; and/or
(iii) 100% of the Annual Award; provided that any Annual Award which is deferred must be designated to be invested in the CNC Stock Fund (as defined in subsection 3.2(e)).
(c) Minimum Deferrals. For each Plan Year during which an Eligible Director is a Participant, the minimum amount that may be elected under Section 3.1(b) is $5,000. This $5,000 minimum deferral for any Plan Year may be met by a combination of deferrals of Annual Retainer and/or Meeting Fees and/or Annual Award for the Plan Year.
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3. Section 3.2 of the Plan is hereby amended to add the following subsection (e) thereof to read as follows:
(e) Effective as of January 1, 2008, the "CNC Stock" Fund will be added as a Fund available under the Plan, subject to the following conditions and such other conditions as the Committee which administers the Plan may determine:
(i) A Participant may designate, on a form provided and in a manner specified by the Committee, a percentage of his or her Plan Year Subaccount for any Plan Year that shall be deemed to be invested in the CNC Stock Fund, subject to the following conditions:
(A) A Participant must make an election to designate the CNC Stock Fund for the entire Annual Award which the Participant defers for any Plan Year beginning in 2008 or thereafter at the time when the Participant elects to defer Compensation for such Plan Year.
(B) A Participant will only be permitted to make a one-time election in 2007 to designate the CNC Stock Fund for all or specified percentages of his Plan Year Subaccounts for 2007 or earlier years or for Rollover Amounts.
(C) A Participant will not be permitted to designate the CNC Stock Fund for any Annual Retainer or Meeting Fees which are payable in 2008 or thereafter.
(ii) Notwithstanding any other provision of the Plan, a Participant may not subsequently change his or her investment election (or diversify out of the CNC Stock Fund) for any amounts which the Participant has designated to be invested in the CNC Stock Fund.
(iii) Notwithstanding any other provision of the Plan, unless otherwise permitted by the Committee, no in-service distribution election may be made by a Participant for any Plan Year Subaccount if any portion of such Plan Year Subaccount is designated to be invested in the CNC Stock Fund. The portion of any Plan Year Subaccount which is designated to be invested in the CNC Stock Fund will be distributed in a lump sum or installments following the Participant's termination of service as an Eligible Director at the same time when other distributions are made from such Plan Year Subaccount pursuant to the distribution elections made by the Participant in accordance with the provisions of the Plan.
(A) A Participant may not designate the CNC Stock Fund for his or her Plan Year Subaccount for 2004 or any earlier year or his or her Rollover Amount for which the Participant has previously elected to receive an in service distribution.
(B) A Participant may not designate the CNC Stock Fund for his or her Plan Year Subaccount for any Plan Year between 2004 and 2007 for which the Participant has previously elected to receive an in service distribution, unless the Participant makes a new election in 2007 for such Plan Year Subaccount to receive a distribution in a lump sum or installments following the Participant's termination of service as an Eligible Director in accordance with the provisions of the Plan.
(iv) The CNC Stock Fund will be measured in number of shares of City National Corporation Common Stock ("CNC Stock"). The number of shares of CNC Stock will be appropriately adjusted, as determined by the Committee, to reflect any stock splits, reverse stock splits, stock dividends, or similar events.
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(v) Shares in the CNC Stock Fund do not convey the rights to ownership of shares of CNC Stock and do not have voting rights. The Company's obligation with respect to the CNC Stock Fund is unfunded. A Participant will only acquire ownership and voting rights when shares of CNC Stock are actually distributed to the Participant in accordance with the provisions of the Plan.
(vi) All distributions from the CNC Stock Fund will be made solely in CNC Stock, except that any fractional shares will be paid in cash. The number of shares distributed will be reduced to cover all taxes, if any, which are required to be withheld by Bank in respect to distributions of CNC Stock under the Plan.
(vii) All cash dividends which are paid on CNC Stock held in the CNC Stock Fund will not be deemed to be invested in the CNC Stock Fund, but will be credited in cash and will initially be deemed to be invested in the money market option or such other Fund that the Committee designates for this purpose, and thereafter may be reallocated by the Participant among Funds (other than the CNC Stock Fund) as permitted by the Committee.
(viii) All CNC Stock which is distributed to Participants pursuant to this Plan will be distributed under a plan which has been approved by the stockholders of the Company, if required to comply with any applicable federal or state law or applicable New York Stock Exchange listing standard.
IN WITNESS WHEREOF, the Bank has caused its duly authorized officer to execute this Amendment on this day of , 2007.
| CITY NATIONAL BANK | ||||
| By: | /s/ PATTI FISCHER Patti Fischer | |||
| Its: | Senior Vice President Human Resources | |||
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