Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On July 15, 2009, City National Bank (the "Bank") entered into an unsecured subordinated debt transaction in the amount of $50 Million qualifying as Tier 2 capital pursuant to applicable regulations of the Office of the Comptroller of the Currency. The subordinated debt bears a fixed rate of interest for five years of 9.00% and thereafter is at three month Libor or resets based on prime. The subordinated debt matures on July 15, 2019, and no prepayment may be made prior to the fifth anniversary of the closing date. The subordinated debt was sold to a single purchaser which is USB Capital Resources, Inc. (USB Capital).

Upon the occurrence and during the continuance of an Event of Default (as defined in the Subordinated Note Purchase Agreement, dated July 15, 2009, between the Bank and USB Capital), USB Capital has the right to declare the subordinated debt immediately due and payable.