(c)                                  Board .  The Board of Directors of the Company.

(d)                                  Cause .  “Cause” means (i) the willful and continued failure of the Participant to perform substantially the Participant’s duties with the Company or any Affiliated Company (other than any such failure resulting from incapacity due to physical or mental illness or following the Participant’s delivery of a Notice of Termination for Good Reason), after a written demand for substantial performance is delivered to the Participant by the Board or the Chief Executive Officer of the Company that specifically identifies the manner in which the Board or the Chief Executive Officer of the Company believes that the Participant has not substantially performed the Participant’s duties, or (ii) the willful engaging by the Participant in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company.  No act, or failure to act, on the part of the Participant shall be considered “willful” unless it is done, or omitted to be done, by the Participant in bad faith or without reasonable belief that the Participant’s action or omission was in the best interests of the Company.  Any act, or failure to act, based upon (A) authority given pursuant to a resolution duly adopted by the Board, or if the Company is not the ultimate parent corporation of the Affiliated Companies and is not publicly-traded, the board of directors of the ultimate parent of the Company (the “Applicable Board”), (B) the instructions of the Chief Executive Officer of the Company or a senior officer of the Company or (C) the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Participant in good faith and in the best interests of the Company.  The cessation of employment of the Participant shall not be deemed to be for Cause unless and until there shall have been delivered to the Participant a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Applicable Board (excluding the Participant, if the Participant is a member of the Applicable Board) at a meeting of the Applicable Board called and held for such purpose (after reasonable notice is provided to the Participant and the Participant is given an opportunity, together with counsel for the Participant, to be heard before the Applicable Board), finding that, in the good faith opinion of the Applicable Board, the Participant is guilty of the conduct described in this definition, and specifying the particulars thereof in detail.

(e)                                  Change in Control .  A “Change in Control” means the first to occur of the following:

(i)                                      The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14 (d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (A) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this sub-section (i), the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from the Company; (B) any acquisition by the Company; (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, (D) any acquisition by any corporation pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (iii) of this section 2(e) or (E) any acquisition by the Goldsmith family or any trust or partnership for the benefit of any member of the Goldsmith family; or

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(ii)                                  Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or contest by or on behalf of a Person other than the Board; or

(iii)                                Consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company (or the acquisition of assets or stock of another entity by the Company or any of its subsidiaries (each, a “Business Combination”), in each case, unless, following such Business Combination (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding (x) any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination or (y) the Goldsmith family or any trust or partnership for the benefit of any member of the Goldsmith family) beneficially owns, directly or indirectly, 30% or more of, respectively, the then outstanding shares of common stock of the entity resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such entity except to the extent that such ownership existed prior to the Business Combination and (C) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the Company resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(iv)                               Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

(f)                                     Code .  The Internal Revenue Code of 1986, as amended from time to time.

(g)                                  Committee .  Subject to Section 13, the Compensation, Nominating and Governance Committee of the Board, or its duly authorized designee.

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(h)                                  Company .  City National Corporation, an Affiliated Company, and any successor(s) thereto or, if applicable, the ultimate parent of any such successor.

(i)                                      Date of Termination .  The date of receipt of a Notice of Termination from the Company or the Participant, as applicable, or any later date specified in the Notice of Termination, which date shall not be more than 30 days after the giving of such notice.  The Company and the Participant shall take all steps necessary (including with regard to any post-termination services by the Participant) to ensure that any termination under this Plan constitutes a “separation from service” within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which such separation from service takes place shall be the “Date of Termination.”  If the Participant’s employment is terminated by reason of death, the Date of Termination shall be the date of death of the Participant.  If the Participant’s employment is terminated by reason of  Disability, the Date of Termination shall be the date of the Company determination as provided in Section 2.(j), below.

(j)                                      Disability .  A termination for “Disability” shall have occurred if the Company determines in good faith that the Participant has been absent from his or her duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative (such agreement as to acceptability not to be unreasonably withheld).

(k)                                   Effective Date .  December 31, 2008.

(l)                                      Highest Annual Bonus .  The greater of (i) the Recent Annual Bonus and (ii) the annual bonus paid or payable, including any bonus or portion thereof that has been earned but deferred (and annualized for any fiscal year consisting of less than 12 full months or during which the Participant was employed for less than 12 full months), for the most recently completed fiscal year following the Change in Control, if any.

(m)                                Good Reason .  “Good Reason” means actions taken by the Company that result in a material negative change in the employment relationship.  For these purposes, a “material negative change in the employment relationship” shall include, without limitation:

(i)                                      the assignment to the Participant of duties materially inconsistent with the Participant’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as in effect prior to the Change in Control, or a material diminution in such position, authority, duties or responsibilities or a material diminution in the budget over which the Participant retains authority;

(ii)                                   a material diminution in the authorities, duties or responsibilities of the person to whom the Participant is required to report;

(iii)                                a reduction of ten (10) percent or greater of (A) the Participant’s Annual Base Salary, the Participant’s annual bonus or the Participant’s annual long-term incentive compensation, in each case, as in effect immediately prior to the Change in Control; (B) the other compensation and benefits, in the aggregate, provided to the Participant immediately prior to the Change in Control;

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(iv)                               the Company’s requiring the Participant (A) to be based at any office or location resulting in a material increase in the Participant’s commute to and from the Participant’s primary residence (for this purpose an increase in the Participant’s commute by 30 miles or more than required immediately prior to the Change in Control shall be deemed material) or (B) to be based at a location other than the principal executive offices of the Company if the Participant was employed at such location immediately preceding the Change in Control; or

(v)                                  any other action or inaction that constitutes a material breach by the Company of this Plan, including the Company’s failure to require any successor to the Company to comply with the Plan.

In order to invoke a termination for Good Reason, the Participant shall provide written notice to the Company of the existence of one or more of the conditions described in clauses (i) through (v) within 90 days following the Participant’s knowledge of the initial existence of such condition or conditions, specifying in reasonable detail the conditions constituting Good Reason, and the Company shall have 30 days following receipt of such written notice (the “Cure Period”) during which it may remedy the condition.  In the event that the Company fails to remedy the condition constituting Good Reason during the applicable Cure Period, the Participant’s “separation from service” (within the meaning of Section 409A of the Code) must occur, if at all, within one year following the Change in Control in order for such termination as a result of such condition to constitute a termination for Good Reason.  The Participant’s mental or physical incapacity following the occurrence of an event described above in clauses (i) through (v) shall not affect the Participant’s ability to terminate employment for Good Reason and the Participant’s death following delivery of a Notice of Termination for Good Reason shall not affect the Participant’s estate’s entitlement to severance payments benefits provided hereunder upon a termination of employment for Good Reason.  A Participant’s failure to assert any right the Participant may have to terminate employment for Good Reason shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.  Anything in this Plan to the contrary notwithstanding, a termination by the Participant for any reason pursuant to a Notice of Termination given during the 30-day period immediately preceding the first anniversary of the Change in Control shall be deemed to be a termination for Good Reason for all purposes of this Plan and the foregoing notice and cure provisions shall not be applicable.

(n)                                  Notice of Termination .  A written notice that (i) indicates the specific termination provision in this Plan relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Participant’s employment under the provision so indicated and (iii) if the Date of Termination (as defined herein) is other than the date of receipt of such notice, specifies the Date of Termination (which Date of Termination shall be not more than 30 days after the giving of such notice).  The failure by the Participant or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of the Participant or the Company, respectively, hereunder or preclude the Participant or the Company, respectively, from asserting such fact or circumstance in enforcing the Participant’s or the Company’s respective rights hereunder.

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(o)                                  Participant .  A member of City National’s Strategy and Planning Committee, who meets the eligibility requirements set forth in Section 3 hereof.

(p)                                  Plan .  This City National Corporation Strategy and Planning Committee Change in Control Severance Plan.

(q)                                  Qualified Termination .  Any termination of a Participant’s employment, during the one-year period beginning on the date of a Change in Control, by the Participant for Good Reason or by the Company other than for Cause, death or Disability.  Notwithstanding the foregoing, if a Change in Control occurs and if the Participant’s employment with the Company is terminated prior to the date on which the Change in Control occurs, and if it is reasonably demonstrated by the Participant that such termination of employment (i) was at the request of a third party that has taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with or anticipation of a Change in Control, then a “Qualifying Termination” shall be deemed to have occurred on the Change in Control.

(r)                                     Recent Annual Bonus .  The Participant’s highest bonus earned under the Company’s annual incentive plans for the last three full fiscal years prior to the Change in Control (or for such lesser number of full fiscal years prior to the Change in Control for which the Participant was eligible to earn such a bonus, and annualized in the case of any pro rata bonus earned for a partial fiscal year).  If the Participant has not been eligible to earn such a bonus for any fiscal year prior to the Change in Control, the “Recent Annual Bonus” shall mean the Participant’s target annual performance bonus for the year during which the Change in Control occurs.

3.                                        Eligibility .  An employee shall be a Participant in the Plan if the employee (a) is a member of City National’s Strategy and Planning Committee as of immediately prior to a Change in Control; (b) is not party to a Change in Control Employment Agreement with the Company as of immediately prior to a Change in Control; (c) is not a participant in another Change in Control severance plan as of immediately prior to the Change in Control; and (d) does not have a separate written agreement with the Company providing that he or she will not be eligible to receive payments and/or benefits due to a Change in Control.

4.                                        Separation Benefits .

(a)                                   Qualified Termination .  In the event that a Participant suffers a Qualified Termination,

(i)                                      the Company shall pay to the Participant, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts:

(A)                               the sum of (1) the Participant’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the Participant’s business expenses that have not been reimbursed by the Company as of the Date of Termination; (3) the Participant’s annual bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs, if such bonus has not been paid as of the Date of Termination; (4) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in subclauses (1), (2), (3) and (4), the “Accrued Obligations”) and (5) an amount equal to the product

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of (x) the Highest Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination and the denominator of which is 365 (the “Pro Rata Bonus”); provided, that notwithstanding the foregoing, if the Participant has made an irrevocable election under any deferred compensation arrangement subject to Section 409A of the Code to defer any portion of the Annual Base Salary or annual bonus described in clause (1) or (3) above, then for all purposes of this Section 4, such deferral election, and the terms of the applicable arrangement shall apply to the same portion of the amount described in such clauses (1) or (3), and such portion shall not be considered as part of the “Accrued Obligations” but shall instead be an “Other Benefit” (as defined below); and

(B)                                 the amount equal to three  times the sum of (x) the Participant’s Annual Base Salary and (y) the Highest Annual Bonus; and

(C)                                 an amount equal to the contributions to the Participant’s account in the Company’s Profit Sharing Plan which the Participant would receive if the Participant’s employment continued for three years after the Date of Termination assuming for this purpose that all such contributions are fully vested, and, assuming that the Company’s contribution to the Profit Sharing Plan in each such year is in an amount equal to the greatest amount contributed by the Company in any of the three years ending prior to the Effective Date.

(ii)                                   Welfare Benefits.   For three years following the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, (the “Benefits Period”), the Company shall provide the Participant and his eligible dependents with medical, prescription, vision and dental insurance coverage (the “Health Care Benefits”) and life insurance and disability benefits no less favorable to those which the