Exhibit 10(b)


 


SPLIT DOLLAR LIFE INSURANCE AGREEMENT


 


COLLATERAL ASSIGNMENT PLAN


 


THIS AGREEMENT, made as of
this 13th day of June 1980, by and between the City National Bank, a
National Bank hereinafter called the Bank, and the Goldsmith 1980 Insurance Trust
hereinafter called the Trust.


 


WHEREAS, Bram Goldsmith,
hereinafter called the Employee, has rendered competent and faithful efforts on
behalf of the Bank resulting in substantial growth and profits to the Bank,
and,


 


WHEREAS, the Bank highly
values the efforts, abilities, and accomplishments of the Employee as an
important member of management and wishes to provide a death benefit for the
Employee’s designee through a Split Dollar Life Insurance program, and,


 


WHEREAS, the Trust agrees to
participate in such program to the extent hereinafter provided,


 


NOW, THEREFORE, it is
mutually agreed that:


 


1. In furtherance of the
purposes of this Agreement, the parties hereto shall utilize the following
personal insurance policy owned by the Trust on the life of Bram Goldsmith
(hereinafter call the Insured):


 


Policy No. 3837807 in the
face amount of $1,500,000 issued by Connecticut Mutual Life Insurance Company.


 


2. As security for the Bank’s
premium payments on the insurance policy as provided in Article 4 below,
the Trust shall execute, on a form provided by the insurance company, a
collateral assignment of the policy to the Bank. The policy shall be delivered
to the Bank to hold for purposes of this Agreement. The Bank shall make the
policy available to the insurance company in order to effectuate any change
desired by the Trust, as to the designation of a beneficiary, election of an
income settlement option or assignment with respect to the risk element as
defined in Article 3 below.


 


3. It is understood by the
parties hereto that, as provided under the terms of the policy, ownership of
the policy is actually divided into two separate and distinct elements. The “cash
value” element is owned by the Bank and the “risk” element is owned by the
Trust. Except as modified by the following paragraph, the Bank has all
incidents of ownership and privileges in the policy with respect only to the
cash value element, which is defined as an amount equal to the premiums it has
paid, excluding premiums for any extra benefit agreements or riders issued
under the policy, but reduced by any indebtedness (along with any unpaid
interest) on the policy, or if greater, an amount equal to the cash value of
the policy (including dividend additions) as of the date to which premiums have
been paid, plus any dividend credits outstanding, but reduced by any
indebtedness (along with any unpaid interest) on the policy.


 


The Trust has all incidents
of ownership in the risk element, which is defined as the right to surrender
the policy (but not the right to receive the cash value upon surrender); the
right to change a nonforfeiture provision; the right to agree with the
insurance company to any release, modification, or amendment to the policy; the
right to designate the beneficiary, to elect an income settlement option and to
assign all rights and interests with respect to any portion of the death
proceeds in excess of the cash value element; and all rights with respect to
any One Year Term rider issued under the policy.


 


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As a result of the terms of
the policy and of this Agreement, the Bank has no incidents of ownership of any
kind with respect to the risk element and may not unilaterally impair or defeat
the rights and interests of the Trust in any way.


 


4. All premiums due on the
insurance policy referred to in Article 1 shall be paid by the Bank.


 


5. One Year Term Insurance
will be purchased on each policy anniversary from the dividend credits
outstanding under the policy and will be purchased in an amount equal to the
guaranteed cash values of the policy at the end of the following year. Any
balance of dividends not used to buy One Year Term Insurance shall be applied
to the purchase of paid-up-additions from Connecticut Mutual Life Insurance
Company.


 


6. In the event of the death
of the Insured, the Bank, its successors or assigns, shall be entitled to
receive from the life insurance proceeds an amount equal to the cash value
element as defined in Article 3 above.


 


Any portion of the death proceeds
which is in excess of the amount payable to the Bank, its successors or
assigns, shall be payable to the Trust in accordance with Article 3 of the
Agreement.


 


7. This Agreement shall
terminate on May 15, 1985 or; either party’s submission of written notice to
the other party; or if the Bank attempts to undertake any action which would
impair or defeat the Trust’s interest in the risk element. Such action by the
Bank might include, but is not necessarily limited to, lapse of the policy for
nonpayment of premiums. If this Agreement terminates for any reason, the Trust
shall have the option, exercisable within 60 days, to have the collateral
assignment of the policy released by the Bank.


 


If the Trust elects to
exercise such option it shall pay to the Bank an amount equal to the cash value
element as defined in Article 3 of this Agreement. If the Trust does not
elect to have the collateral assignment released, it shall, at the Bank’s
request, execute such documents as are required to transfer its interest in the
risk element of the policy to the Bank as of the date preceding termination of
this Agreement.


 


8. At the Insured’s death,
the Bank and the beneficiary designated to receive the proceeds attributable to
the risk element shall execute such forms and furnish such other documents or
information as are required to receive payment under the policy. The Bank shall
also furnish to the insurance company an affidavit specifying the amount of the
death proceeds payable to the Bank which is attributable to the cash value
element, as defined herein.


 


All death benefits under
this Agreement shall be paid in accordance with the terms and conditions of the
life insurance policy referred to in Article 1 and pursuant to the claims
and review procedures of the insurance company. The Bank’s liability to provide
benefits under this Agreement shall be limited solely to the payment of its
share of premiums, as provided in Article 4. The Bank assumes no
responsibility for payment of death benefits under the policy.


 


9. In lieu of a lump sum
payable by reason of the Insured’s death which is attributable to the risk
element, the Trust may, in accordance with the procedures of the insurance
company, elect any of the optional modes of payment for the death proceeds as
enumerated in the policy and known as “settlement options.” If no such election
is in effect at the Insured’s death, the beneficiary of the risk element shall
have the right to elect such settlement option.


 


The Bank shall have a
similar right to elect a settlement option for the proceeds attributable to the
cash value element.


 


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10. For purposes of the
Employee Retirement Income Security Act of 1974 (P.L. 93-406), the Bank is the “named
fiduciary” of the Split Dollar Life Insurance plan for which this Agreement is
hereby designated the written plan instrument.


 


11. This Agreement may be
altered, amended, or modified, including the addition of any extra policy
provisions, by a written agreement signed by the Bank and the Trust. In
addition, either party may assign its rights, interests and obligations under
this Agreement, provided, however, that any assignment shall be made subject to
the terms of this Agreement. The law of the state of California shall govern
this Agreement.


 


12. Where appropriate in
this Agreement, words used in the singular shall include the plural and words
used in the masculine shall include the feminine.


 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement the day and year first herein above
written.


 


 


	
   

  	
  /s/
  Bruce Leigh Goldsmith

  	
   

  
	
   

  	
  Bruce
  Leigh Goldsmith, Trustee of the

  
	
   

  	
  Goldsmith
  1980 Insurance Trust

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/
  Bruce Norman

  	
   

  	
  /s/
  Russell David Goldsmith

  	
   

  
	
  Witness

  	
  Russell
  David Goldsmith, Trustee of the

  
	
   

  	
  Goldsmith
  1980 Insurance Trust

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Gary
  W. Fentress

  	
   

  
	
   

  	
  City
  National Bank, Trustee of the

  
	
   

  	
  Goldsmith
  1980 Insurance Trust

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  James P. Del Guercio

  	
   

  
	
   

  	
  City
  National Bank, a National Bank

  
	
   

  	
  By:

  	
  James P.
  Del Guercio

  
	
   

  	
   

  	
  Executive
  Vice President

  
						



 


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  AMENDMENT TO

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SPLIT-DOLLAR LIFE INSURANCE

  	
   

  
	
   

  	
  AGREEMENT

  	
   

  



 


 


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, 1990.


 


Except as amended by the
foregoing, the Agreement shall remain in full force and effect and without any
other change.


 


This Amendment is made and
agreed to as of this 15th day of May, 1985.


 


 


	
   

  	
  THE GOLDSMITH

  	
   

  	
   

  	
   

  
	
   

  	
  1980 INSURANCE TRUST

  	
   

  	
   

  	
  CITY
  NATIONAL BANK

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By

  	
  /s/
  Bruce Leigh Goldsmith

  	
   

  	
  By

  	
  /s/
  James P. Del Guercio

  	
   

  
	
   

  	
  BRUCE LEIGH GOLDSMITH

  	
   

  	
   

  	
  JAMES P. DEL GUERCIO

  
	
   

  	
  Trustee

  	
   

  	
  Its

  	
  Executive
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By

  	
  /s/
  Russell David Goldsmith

  	
   

  	
   

  	
   

  
	
   

  	
  RUSSELL DAVID GOLDSMITH

  	
   

  	
   

  	
   

  
	
   

  	
  Trustee

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CITY
  NATIONAL BANK

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By

  	
  /s/ Gary
  W. Fentress

  	
   

  	
   

  	
   

  
	
   

  	
  Trustee

  	
   

  	
   

  	
   

  



 





















 


	
   

  	
   

  	
  AMENDMENT TO

  



 


SPLIT-DOLLAR LIFE INSURANCE


AGREEMENT


 


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, 1995.


 


Except as amended by the
foregoing, the Agreement shall remain in full force and effect and without any
other change.


 


This Amendment is made and
agreed to as of this 15th day of May, 1990.


 


 


	
   

  	
  THE GOLDSMITH

  	
   

  	
   

  	
   

  
	
   

  	
  1980 INSURANCE TRUST

  	
   

  	
   

  	
  CITY
  NATIONAL BANK

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By

  	
  /s/
  Bruce Leigh Goldsmith

  	
   

  	
  By

  	
  /s/
  James P. Del Guercio

  
	
   

  	
  BRUCE LEIGH GOLDSMITH

  	
   

  	
   

  	
  JAMES P. DEL GUERCIO

  
	
   

  	
  Trustee

  	
   

  	
  Its

  	
  Executive
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By

  	
  /s/
  Russell David Goldsmith

  	
   

  	
   

  	
   

  
	
   

  	
  RUSSELL DAVID GOLDSMITH

  	
   

  	
   

  	
   

  
	
   

  	
  Trustee

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CITY
  NATIONAL BANK

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By

  	
  /s/ Gary
  W. Fentress

  	
   

  	
   

  	
   

  
	
   

  	
  Trustee

  	
   

  	
   

  	
   

  



 





















 


THIRD AMENDMENT TO SPLIT DOLLAR LIFE INSURANCE
AGREEMENT


 


COLLATERAL ASSIGNMENT PLAN


 


This Third Amendment is made
and entered into as of the 19th day of December 1990, by and between THE
GOLDSMITH 1980 INSURANCE TRUST (the “Trust”) and CITY NATIONAL BANK, a national
banking association (“CNB”) with reference to the following:


 


A. The Trust and CNB are
parties to that certain SPLIT DOLLAR LIFE INSURANCE COLLATERAL ASSIGNMENT PLAN
dated as of June 13, 1980, as amended by amendments dated as of May 15,
1985 and May 15, 1990 (collectively, the “Agreement”), by which the Trust
grants CNB certain rights with respect to a personal life insurance policy
insuring the life of Mr. Bram Goldsmith (“Employee”) owned by the Trust.


 


B. The Trust and CNB wish to
replace such insurance policy with another insurance policy and to define their
respective rights and obligations with respect thereto, all as more
particularly set forth below.


 


NOW, THEREFORE, CNB and the
Trust hereby agree as follows:


 


1. The insurance policy
subject to the Agreement, which is presently held by CNB, will be surrendered
to the insurer, and the cash surrender value thereof will be applied to the
premium for a new personal policy of life insurance to be owned by the Trust on
the joint lives of Employee and Mrs. Elaine Goldsmith (the “Insureds”) in the
face amount of $5,521,946.00, to be issued by Transamerica Occidental Life
Insurance Co. (the “Joint Policy”). Any premium for the Joint Policy in excess
of the cash surrender value of the insurance policy so surrendered will be paid
by the Trust, provided, however, that if the Trust fails to pay any such
premium for any reason, CNB may do so in its sole discretion. The Joint Policy
will be delivered to CNB subject to a collateral assignment executed by the
Trust and held pursuant to the terms of the Agreement, except as amended
hereby. The Joint Policy or the collateral assignment executed by the Trust
with respect thereto will provide (i) that the insurer will provide CNB with
not less than sixty (60) days’ prior written notice of its intent to cancel the
Joint Policy for any failure to make any premium payment and will allow CNB
either to make such premium payment and maintain the Joint Policy in force or
to surrender the Joint Policy in exchange for payment of the cash value
thereof, and (ii) upon the death of the second Insured or the simultaneous
death of both Insureds, or in the event of the surrender of the Joint Policy,
the death benefit or the cash value, as the case may be, will be paid by the
insurer directly to CNB in an amount equal to the cash value element, and
thereafter to the beneficiary or party otherwise entitled thereto.


 


2. Notwithstanding Article 6
of the Agreement, CNB will be entitled to receive from the Joint Policy death
benefits an amount equal to the cash value element, as defined in Article 3
of the Agreement (as modified hereinafter) only upon the death of the second
Insured or the simultaneous deaths of the Insureds. The cash value element of
the Joint Policy will be as defined in Article 3 of the Agreement, except
that (i) in the event CNB has paid any premium with respect to the Joint Policy
in excess of the cash surrender value of the original policy, the cash value
element will be increased by the amount of such premium, and (ii) in the event
Employee predeceases Mrs. Elaine Goldsmith, the cash value element, determined
as of the date of Employee’s death, will bear interest from the date of
Employee’s death at CNB’s Prime Rate plus one percent (1.0%) per annum.
Interest on the cash value element will be payable by the Trust to CNB on the
first business day of each calendar quarter.


 


1





















 


3. Notwithstanding Article 3
of the Agreement, in the event that the Trust fails to make any premium or
interest payment called for hereby, CNB may, in its sole discretion, surrender
the Joint Policy in exchange for payment of the cash value thereof, and the
Agreement, as amended hereby, will thereupon terminate.


 


4. Except as otherwise set
forth above, the Agreement, as amended to date, remains in full force and
effect according to its terms.


 


IN WITNESS WHEREOF, the
parties hereto have executed this Third Amendment as of the day and year first
set forth above.


 


	
  CITY
  NATIONAL BANK, a national banking association

  	
   

  	
   

  	
  THE
  GOLDSMITH 1980 INSURANCE TRUST

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ A.J.
  Kyman

  	
   

  	
  By: 

  	
  /s/
  Bruce Leigh Goldsmith

  	
   

  
	
   

  	
  A. J.
  KYMAN

  	
   

  	
   

  	
  BRUCE
  LEIGH GOLDSMITH, Trustee

  
	
  Its:

  	
  President

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
  /s/
  Russell David Goldsmith

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  RUSSELL
  DAVID GOLDSMITH, Trustee

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
  CITY
  NATIONAL BANK, a national

  banking association, Trustee

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
   

  	
  /s/ Gary
  W. Fentress

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  GARY W.
  FENTRESS

  
	
   

  	
   

  	
   

  	
  Its:

  	
   

  	
  Vice
  President &

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Trust
  Officer

  
							



 


2





















 


FOURTH AMENDMENT TO SPLIT DOLLAR LIFE INSURANCE
AGREEMENT


 


COLLATERAL ASSIGNMENT PLAN


 


This Fourth Amendment is
made and entered into as of the 31ST day of March, 1991, by and between The
Goldsmith 1980 Insurance Trust (the “Trust”) and City National Bank, a national
banking association (“CNB”), with reference to the following:


 


A. The Trust and CNB are
parties to that certain Split Dollar Life Insurance Collateral Assignment Plan
dated as of June 13, 1980, as amended to date (the “Agreement”), by which
the Trust grants CNB certain rights with respect to a personal life insurance
policy insuring the life of Mr. Bram Goldsmith owned by the Trust.


 


B. Pursuant to the Third
Amendment to the Agreement, dated as of December 19, 1990, the Trust and
CNB agreed to replace the insurance policy then in effect, issued by
Connecticut General Life Insurance Company (the “Connecticut General Policy”),
with a policy insuring the joint lives of Mr. Bram Goldsmith and Mrs. Elaine
Goldsmith (the “Insureds”), issued by Transamerica Occidental Life Insurance
Company (the “Joint Policy”), by surrendering the Connecticut General Policy to
the insurer and applying the cash surrender value therefrom to the premium for
the Joint Policy.


 


C. CNB paid premiums with
respect to the Connecticut General Policy in the aggregate amount of
$600,841.80, and the cash surrender value of the Connecticut General Policy was
equal to $524,981.88.


 


D. CNB has paid premiums
with respect to the Joint Policy to the date of this Fourth Amendment in the
total amount of $524,981.88.


 


E. The Trust and CNB wish to
clarify the Third Amendment to ensure that, upon the death of the second Insured
or the simultaneous deaths of both Insureds, CNB will recover premiums paid
with respect to the Connecticut General Policy which exceeded the cash
surrender value thereof applied as the premium payment with respect to the
Joint Policy.


 


NOW, THEREFORE, CNB and the
Trust hereby agree as follows:


 


1. The third sentence of Article 3
of the Agreement and the second sentence of Paragraph 1 of the Third Amendment
to the Agreement are hereby removed, and the following is hereby substituted in
the place thereof:


 


Except as modified by the
second paragraph of Article 3 of the Agreement, CNB has all incidents of
ownership and privileges in the Joint Policy with respect only to the cash
value element of the Joint Policy, which is defined as an amount equal to the premiums
it has paid with respect to the Joint Policy, increased by $75,859.92 (the
difference between the premiums paid with respect to the Connecticut General
Policy and the cash surrender value thereof, which was applied as the premium
with respect to the Joint Policy), excluding premiums for any extra benefit
agreements or riders issued under the Joint Policy, but reduced by any
indebtedness (along with unpaid interest) on the policy, or if greater, an
amount equal to the cash value of the Joint Policy (including dividend
additions) as of the date to which premiums have been paid by CNB, plus any
dividend credits outstanding, but reduced by any indebtedness (along with any
unpaid interest) on the Joint Policy. In the event Employee predeceases Mrs.
Elaine Goldsmith, the cash value element, determined as of the date of Employee’s
death, will bear interest from the date of Employee’s death to the


 


1





















 


date of death of Mrs. Elaine
Goldsmith at CNB’s Prime Rate plus one percent (1.0%) per annum.


 


2. Except as otherwise set
forth above, the Agreement, as amended to date, remains in full force and
effect according to its terms.


 


IN WITNESS WHEREOF, the
parties hereto have executed this Fourth Amendment as of the day and year first
set forth above.


 


 


	
  CITY
  NATIONAL BANK, a
 national banking association

  	
   

  	
  THE
  GOLDSMITH 1980

  INSURANCE TRUST

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Alex J. Kyman

  	
   

  	
  By: 

  	
  /s/ Bruce Leigh Goldsmith

  	
   

  
	
  Its:

  	
  President

  	
   

  	
   

  	
  Bruce Leigh Goldsmith,

  
	
   

  	
   

  	
   

  	
   

  	
  Trustee

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
  /s/ Russell David Goldsmith

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Russell David Goldsmith,

  
	
   

  	
   

  	
   

  	
   

  	
  Trustee

  
							



 


By: CITY NATIONAL BANK, a
national banking association, Trustee


 


 


	
   

  	
  By: 

  	
  /s/ Gary W. Fentress

  	
   

  
	
   

  	
   

  	
  Gary W. Fentress

  
	
   

  	
  Its:

  	
  Vice President & Trust

  
	
   

  	
   

  	
  Officer

  



 


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