1. Purpose.

The Special Matters Committee (the “Committee”) shall serve as a dual committee of both City National Corporation (the “Corporation”) and City National Bank (the “Bank” and collectively with the Corporation, the “Company”).

The Board of Directors (the “Board”) has created the Special Matters Committee to assist the Board in fulfilling its specific responsibilities for reviewing and approving select significant corporate transactional activities, including bank and non-bank acquisitions, or entry into significant joint ventures, or dispositions of businesses and assets, and other select significant non-ordinary course corporate matters as the Board, or the Chairman of the Board, shall refer to the Special Matters Committee from time to time (collectively “Special Matters”).

2. Committee Membership.

This Committee shall consist of at least two or more directors appointed by the Board of Directors. The members of the Committee, including the Chairperson, shall be appointed by the Board on recommendation of the Compensation, Nominating and Governance Committee. Committee members may be replaced by the Board. The Committee shall meet from time to time, as it deems necessary. The Committee shall keep minutes of all meetings, showing the disposition of all matters considered and passed upon by it, the significant questions and directives of the Committee members, as well as the related responses of management and a summary of all significant discussions.

3. Responsibilities and Authority.

To fulfill its responsibilities and duties hereunder, the Committee shall:

• Meet with management as appropriate to review and evaluate Special Matters. Based upon its review and assessment, provide feedback to management regarding Special Matters presented to the Committee.
• Report to the Board on its activities, recommendations and conclusions.
• Within the scope of its authority, conduct reviews or investigations, and have full access to all books, records, facilities and personnel of the Company and its subsidiaries, direct access to the independent auditors and the power to retain independent legal, accounting or other advisors or experts, as it deems necessary or appropriate to carry out its duties. The Company shall provide for appropriate funding, as determined by the Committee, for the payment of compensation to independent advisors to the Committee.
• Review and reassess the adequacy of this Charter at least annually and recommend any proposed revisions to the Board for approval.
• Review its own performance, at least annually, for purposes of encouraging the continuing improvement of the Committee in the execution of its responsibilities.
• Perform such other functions and have such other powers as it shall deem necessary to execute its responsibilities.