0001047469-12-001757 Sample Contracts

RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • February 28th, 2012 • City National Corp • National commercial banks • California

RESTRICTED STOCK AWARD AGREEMENT made as of, between CITY NATIONAL CORPORATION, a Delaware corporation (the “Company”), and , an employee of the Company or a subsidiary of the Company (“Colleague”), with reference to the following:

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RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • February 28th, 2012 • City National Corp • National commercial banks • California

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT is made as of DATE between CITY NATIONAL CORPORATION, a Delaware corporation (the “Company”), and COLLEAGUE NAME employee of the Company or a subsidiary of the Company (“Colleague”), with reference to the following:

STOCK OPTION AWARD AGREEMENT UNDER THE CITY NATIONAL CORPORATION
Stock Option Award Agreement • February 28th, 2012 • City National Corp • National commercial banks • California

This Stock Option Agreement is made and entered into as of, by and between City National Corporation, a Delaware corporation (the “Company”), and, an employee of the Company or a subsidiary of the Company (the “Optionee”), with reference to the following:

RESTRICTED STOCK UNIT AWARD AGREEMENT (CASH ONLY) UNDER THE CITY NATIONAL CORPORATION
Restricted Stock Unit Award Agreement • February 28th, 2012 • City National Corp • National commercial banks • California

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (CASH ONLY) is made as of between CITY NATIONAL CORPORATION, a Delaware corporation (the “Company”), and employee of the Company or a subsidiary of the Company (“Colleague”), with reference to the following:

RESTRICTED STOCK UNIT AWARD AGREEMENT (CASH ONLY AWARD) UNDER THE CITY NATIONAL CORPORATION AMENDED AND RESTATED 2002 OMNIBUS PLAN
Restricted Stock Unit Award Agreement • February 28th, 2012 • City National Corp • National commercial banks • California

THIS RESTRICTED STOCK UNIT — CASH ONLY AWARD AGREEMENT is made as of DATE between CITY NATIONAL CORPORATION, a Delaware corporation (the “Company”), and COLLEAGUE NAME employee of the Company or a subsidiary of the Company (“Colleague”), with reference to the following:

EIGHTH AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 28th, 2012 • City National Corp • National commercial banks • California

THIS EIGHTH AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is dated as of February 13, 2012, by and between BRAM GOLDSMITH (“Goldsmith”), on the one hand, and CITY NATIONAL CORPORATION, a Delaware corporation (“CNC”) and CITY NATIONAL BANK, a national banking association (“CNB”), on the other hand.

RESTRICTED STOCK UNIT AWARD AGREEMENT (CASH ONLY) ADDENDUM
Restricted Stock Unit Award Agreement • February 28th, 2012 • City National Corp • National commercial banks

THIS ADDENDUM TO THE RESTRICTED STOCK UNIT AWARD AGREEMENT (CASH ONLY) provides the rules and procedures relating to the grant of the Award and the operation of the Restricted Stock Unit Account and the Dividend Equivalent Unit Account.

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