EXHIBIT 10.27
AMENDMENT NUMBER 3
TO
2000 CITY NATIONAL
BANK
DIRECTOR DEFERRED COMPENSATION
PLAN
(As In Effect Immediately Prior
to January 1, 2009)
WHEREAS, City National Bank
(“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;
WHEREAS, amounts deferred and vested
under the Plan on December 31, 2004, together with earnings on
such amounts (collectively “Grandfathered Amounts”) are
intended to be grandfathered under Section 409A of the
Internal Revenue Code of 1986, as amended (“Code”) and
remain subject to the terms of the Plan as in effect immediately
prior to January 1, 2009;
WHEREAS, pursuant to
Section 8.4 of the Plan, the Bank has the right to amend the
Plan;
WHEREAS, it is desirable to amend
the Plan with respect to the Grandfathered Amounts in order to
avoid a violation of Section 409A; and
WHEREAS, this amendment is intended
not to constitute a material modification, in accordance with
Section 1.409A-6(a)(4)(i)(B) of the Treasury
Regulations;
NOW, THEREFORE, the Plan is hereby
amended, effective as of January 1, 2009, with approval by the
Compensation, Nominating and Governance Committee of the Board of
Directors of City National Corporation, as follows:
1.
The definition of
“Beneficiary” in Section 1.2 of the Plan is
amended to read as follows:
““Beneficiary” or
“Beneficiaries” shall mean the person or persons last
designated in writing by a Participant in accordance with
procedures established by the Committee to receive the benefits
specified hereunder (other than those benefits set forth in
Section 6.6) in the event of the Participant’s death. No
beneficiary designation shall become effective until it is filed
with the Committee. If there is no Beneficiary design
