0001214659-15-007368 Sample Contracts

CITY NATIONAL CORPORATION (As Amended and Restated)1
Royal Bank of Canada • November 2nd, 2015 • Commercial banks, nec • California

As a result of the Merger and as effectuated by resolutions of the Compensation, Nominating and Governance Committee of CNC, the City National Corporation 2002 Omnibus Plan (As Amended and Restated) has been amended such that the term “Corporation” or any variant thereof means (a) prior to the effective time of the Merger, CNC and its subsidiaries and (b) after the effective time of the Merger, RBC and, as applicable, its subsidiaries. For the avoidance of doubt, references to the common stock of CNC should be read as references to common shares of RBC.

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CITY NATIONAL CORPORATION (As Amended and Restated)1
Royal Bank of Canada • November 2nd, 2015 • Commercial banks, nec • California

As a result of the Merger and as effectuated by resolutions of the Compensation, Nominating and Governance Committee of CNC, the City National Corporation 2008 Omnibus Plan (As Amended and Restated) has been amended such that the term “Corporation” or any variant thereof means (a) prior to the effective time of the Merger, CNC and its subsidiaries and (b) after the effective time of the Merger, RBC and, as applicable, its subsidiaries. For the avoidance of doubt, references to the common stock of CNC should be read as references to common shares of RBC.

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