0001104659-07-015099 Sample Contracts

MASTER PARTICIPATION AND SERVICING AGREEMENT
Master Participation and Servicing Agreement • March 1st, 2007 • City National Corp • National commercial banks • California

THIS MASTER PARTICIPATION AND SERVICING AGREEMENT (this “Agreement”) is entered into as of June 1, 2001 by and among City National Bank, a national banking association (“CNB”), CN Real Estate Investment Holdings, Inc., a California corporation and wholly owned subsidiary of CNB (“Holdings”), and CN Real Estate Investment Corporation, a California corporation organized as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended (“REIT”).

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RESTRICTED STOCK UNIT AWARD AGREEMENT (CASH ONLY AWARD) UNDER THE CITY NATIONAL CORPORATION AMENDED AND RESTATED 2002 OMNIBUS PLAN
Restricted Stock Unit Award Agreement • March 1st, 2007 • 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:

EMPLOYMENT AGREEMENT
Employment Agreement • March 1st, 2007 • City National Corp • National commercial banks • California

THIS EMPLOYMENT AGREEMENT is made as of the 15th day of May, 2001 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”). CNC and CNB being sometimes referred to collectively herein as “CNB” and “CNC”.

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