0001047469-03-009903 Sample Contracts

FIFTH AMENDMENT TO SPLIT DOLLAR LIFE INSURANCE AGREEMENT COLLATERAL ASSIGNMENT PLAN
Insurance Agreement Collateral Assignment Plan • March 24th, 2003 • City National Corp • National commercial banks

This Amendment relates to that certain Split Dollar Life Insurance Agreement made as of the 13th day of June, 1980 between CITY NATIONAL BANK and THE GOLDSMITH 1980 INSURANCE TRUST (the "Agreement") and shall hereby amend paragraph 7 thereof to provide that the Agreement shall terminate on May 15, 1998.

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ISSUING AND PAYING AGENCY AGREEMENT between CITY NATIONAL BANK as Issuer, and Continental Stock Transfer & Trust Company as Issuing and Paying Agent, Dated as of January 7, 1998
Paying Agency Agreement • March 24th, 2003 • City National Corp • National commercial banks • New York

This Issuing and Paying Agency Agreement dated as of January 7, 1998, between CITY NATIONAL BANK, a national banking association (the "Issuer"), and Continental Stock Transfer & Trust Company, a New York corporation, as issuing and paying agent (in such capacity, the "Issuing and Paying Agent").

SIXTH AMENDMENT TO SPLIT DOLLAR LIFE INSURANCE AGREEMENT COLLATERAL ASSIGNMENT PLAN
City National Corp • March 24th, 2003 • National commercial banks

This Amendment relates to that certain Split Dollar Life Insurance Agreement made as of the 13th day of June, 1980 between CITY NATIONAL BANK and THE GOLDSMITH 1980 INSURANCE TRUST (the "Agreement") and shall hereby amend paragraph 7 thereof to provide that the Agreement shall terminate on May 15, 2001.

OFFICE BUILDING LEASE
City National Corp • March 24th, 2003 • National commercial banks • California

THIS LEASE, made and executed as of the 30th day of SEPTEMBER, 1996, between CITINATIONAL-BUCKEYE BUILDING CO., a California limited partnership, 9100 Wilshire Boulevard, Suite 404, Beverly Hills, California 90212, hereinafter designated the LANDLORD, and CITY NATIONAL BANK, A NATIONAL BANKING ASSOCIATION, 400 NORTH ROXBURY DRIVE, BEVERLY HILLS, CALIFORNIA 90210, hereinafter designated the TENANT, consists of the following agreements:

EMPLOYMENT AGREEMENT
Employment Agreement • March 24th, 2003 • City National Corp • National commercial banks • California

THIS EMPLOYMENT AGREEMENT is made as of the 15th day of July, 2002 by and between RUSSELL GOLDSMITH ("Goldsmith"), on the one hand, and CITY NATIONAL BANK, a National Bank ("CNB") and CITY NATIONAL CORPORATION ("Parent Corporation"), on the other hand.

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