2003 Nominating Charter: CYN

CITY NATIONAL CORPORATION

COMPENSATION, NOMINATING & GOVERNANCE

COMMITTEE CHARTER


1.
Purpose.
This Committee is appointed by the Board of Directors to assist the Board in discharging its responsibilities, as more completely set forth below, relating to the following:


  • Review and approval of director and officer compensation plans, policies and programs,



  • Assist the Board by identifying individuals qualified to become Board members,



  • Recommend to the Board director nominees, including nominees for election at annual meetings of shareholders,



  • Recommend to the Board the appropriate terms of all Corporate Governance Guidelines, Codes of Conduct, Codes of Ethics for Senior Financial Officers, among other policies and guidelines which the Committee determines necessary and appropriate for adoption by the Corporation,



  • Lead the Board in its annual review of the Board's performance, and the performance of various Committees of the Board,



  • Recommend to the Board director nominees for each Board Committee,



  • Produce an annual report on executive compensation for inclusion in the Corporation's annual proxy statement.


    2.
    Membership and Meetings
    This Committee shall be comprised of at least two directors, all of whom shall meet the independence requirements of the New York Stock Exchange and be "Non-Employee Directors" as defined in Rule 16b-3(3)(i) promulgated under the Securities Exchange Act of 1934, and "outside directors" as defined for purposes of Section 162(m) of the Internal Revenue Code, as amended.

    Members of this Committee shall be appointed by and may be replaced by the Board at any time.

    This Committee shall meet not less than twice each year and additional special meetings may be held at any reasonable time in the discretion of the Committee chairman.

    3.
    Committee Responsibilities and Authority.
    This Committee shall also function as the Compensation, Nominating & Corporate Governance Committee of the Corporation's wholly owned subsidiary, City National Bank.

    This Committee is responsible with respect to compensation matters as follows:

    a.
    Review annually, and have responsibility and authority for approving, management's recommendations and criteria for the overall annual compensation to be paid to or accrued for all officers and employees in the aggregate.


    b.
    Review annually, and have responsibility and authority for approving, management's recommendations for compensation, including salary, bonus and other perquisites and benefits, of the Chief Executive Officer, other members of the Strategy and Planning Committee and all other officers earning an annual base salary of $200,000 or more.


    c.
    Review upon new hire, and have responsibility and authority for approving or ratifying, the terms of employment, including compensation, title, reporting relationship, authority, duties and
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    responsibilities, of the Chief Executive Officer, other members of the Strategy and Planning Committee and all other officers earning an annual base salary of $200,000 or more.

    d.
    Review and recommend to the Board of Directors, changes to the compensation and benefits provided to directors of the Corporation and Bank, including as members of any committees of the Board of Directors.


    e.
    Review, and have responsibility and authority for approving:


    (i)
    the terms of employment contracts and termination agreements with the Chief Executive Officer and the next four most highly compensated executive officers;


    (ii)
    the terms of any change in control agreements; and


    (iii)
    the recommendations of management to promote any person to an officer position of Executive Vice President or higher;


    f.
    Review, and recommend to the Board of Directors for approval, subject as necessary or appropriate to stockholder approval, stock option plans and other equity based compensation plans that permit payment in or based upon the Corporation's stock.


    g.
    Review, and have responsibility and authority for approving:


    (i)
    Other compensation plans (and material amendments thereto) in which the directors, the Chief Executive Officer, other members of the Strategy and Planning Committee or any other officers earning an annual base salary of $200,000 or more participate; and


    (ii)
    Other broadly-based compensation plans (and material amendments thereto) which, by their terms, are available to employees or officers or directors;
    Except as otherwise specifically provided in this charter, or otherwise requested of, referred to or initiated by this Committee, this Committee shall not be required to review or approve a compensation plan if it is available only to a limited category or number of personnel and provides for aggregate payments not material to the Corporation.

    h.
    Administer the Corporation's stock option plans and other equity based compensation plans that permit payment in or based upon the Corporation's stock, which shall include:


    (i)
    Reviewing the plans, from time to time as this Committee deems appropriate, including the structure, intended goals and methodology of execution, to determine if the goals and objectives of the plans are being fulfilled;


    (ii)
    Issuing grants under the plans, reviewing management's recommendations for grants to employees and reviewing grants of director stock options;


    (iii)
    Interpreting, establishing and amending the provisions of the plans, subject to any limitations set forth in the plans or in any applicable laws and regulations; and


    (iv)
    Reviewing, and recommending to the Board of Directors for approval, subject as necessary or appropriate to stockholder approval, material amendments to the plans.


    i.
    Appoint the administrator of, or the members of the committee which serves as the administrator of, such other compensation plans for which the Corporation is required or authorized to designate an administrator and administer such other compensation plans for which this Committee is designated as the administrator.


    j.
    Report to the Board of Directors regarding such other matters relating to the compensation of the Corporation's officers as may be requested of, referred to or initiated by this Committee.
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    k.
    Prepare, or cause to be prepared subject to this Committee's review and approval, a report to be included in the Corporation's proxy statement relating to the annual meeting.


    l.
    The Committee shall have the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of director, CEO or senior executive compensation and shall have sole authority to approve the consultant's fees and other retention terms. The Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors. The Committee may request any officer or employee of the Corporation or its outside advisors to attend a meeting of the Committee, or to meet with any Committee member or other advisors to the Committee.


    m.
    The Committee shall annually review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO's performance in light of those goals and objectives, and recommend to the Board the CEO's compensation levels based on this evaluation. In determining the long-term incentive component of CEO compensation, the Committee will consider the Company's performance and relative shareholder return, the value of similar incentive awards to CEOs at comparable companies, and the awards given to the CEO in past years.


    n.
    The Committee shall annually review and make recommendations to the Board with respect to the compensation of all directors, officers and other key executives, including incentive- compensation plans and equity-based compensation plans.


    o.
    The Committee may form and delegate authority to subcommittees when appropriate.
    This Committee will act with respect to nomination and corporate governance matters as follows:

    a.
    The Committee will have the sole authority to retain and terminate any search firm to be used to identify director candidates and shall have sole authority to approve the search firm's fees and other retention terms. The Committee will also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.


    b.
    The Committee will actively seek individuals qualified to become Board members for recommendation to the Board for appointment or nomination for election as directors.


    c.
    The Committee will receive comments from all directors and report annually to the Board with an assessment of the Board's performance, to be discussed with the full Board following the end of each fiscal year.


    d.
    The Committee will review and reassess the adequacy of any Corporate Governance Guidelines, Codes of Conduct, Codes of Ethics for Senior Financial Officers, an other related business conduct codes, policies or guidelines of the Company and recommend any proposed changes to the Board for approval.


    e.
    Consider and recommend to the Board of Directors nominees for election as directors.


    f.
    Report to the Board of Directors regarding such other matters relating to the general duties, size and composition of the Board of Directors and its committees as may be requested of, referred to or initiated by this Committee.


    g.
    The Committee shall consider issues involving possible conflicts of interest of directors. The Committee shall have the authority to consider for approval any related party transactions.


    4.
    Committee Reports and Self-Assessment
    The Committee shall make regular reports to the Board of Directors. The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Committee shall annually review its own performance and report annually on its findings to the Board of Directors.

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