Exhibit 10(e)


 


SEVENTH AMENDMENT TO SPLIT DOLLAR LIFE INSURANCE
AGREEMENT

COLLATERAL ASSIGNMENT PLAN


 


This Seventh Amendment to Split Dollar Life Insurance Agreement
Collateral Assignment Plan is made and entered into as of the 1st day of June,
1999 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 Agreement Collateral Assignment Plan dated as of June 15, 1980
as amended to date (the “Agreement”), by which the Trust granted CNB certain
rights with respect to a personal life insurance policy owned by the Trust
insuring the life of Bram Goldsmith.


 


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 Bram Goldsmith and Elaine
Goldsmith issued by Transamerica Occidental Life Insurance Co. (the “Joint
Policy”), by surrendering the Connecticut General Policy to the insurer and
applying the cash surrender value therefrom to the premium paid for the Joint
Policy. The Third Amendment to the Agreement further provided that any premium
for the Joint Policy in excess of the cash surrender value of the Connecticut
General Policy would be paid by the Trust, provided that CNB could pay such
premiums if the Trust failed to do so.


 


C. As of the date of this Seventh Amendment, CNB has paid premiums with
respect to the Joint Policy, including premiums paid for the Connecticut
General Policy and subsequently applied to the Joint Policy, totaling $600,842.


 


D. The Trust and CNB wish to further amend the Agreement to insure that
effective as of the date of the Seventh Amendment, CNB shall be obligated to
pay additional annual premiums for the Joint Policy in an amount equal to the
greater of Sixty Thousand Dollars ($60,000) each year of the amount of premium
required each year to maintain a death benefit on the Joint Policy of Seven
Million Dollars ($7,000,000) for as long as either Bram Goldsmith or Elaine
Goldsmith is then living.


 


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


 


The second sentence of Section 1.
of the Third Amendment to the Agreement which begins with the words “Any
premium” and ends with the words “sole discretion” is hereby deleted and the
following language is hereby inserted in its place:


 


“Effective June 1, 1999, CNB shall pay an annual premium for the
Joint Policy for each year while either Bram Goldsmith or Elaine Goldsmith is
then living, in an amount equal to the greater of Sixty Thousand Dollars
($60,000) or an amount necessary to maintain a then current death benefit for
the Joint Policy of Seven Million Dollars ($7,000,000), whichever amount is
greater. The Trust and CNB hereby acknowledge that as of the date of this
Seventh Amendment, CNB has paid premiums with respect to the Joint Policy,
including premiums paid for the Connecticut General Policy and subsequently
applied to the Joint Policy, totaling Six Hundred Thousand Eight Hundred
Forty-Two Dollars ($600,842).”


 


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


 


1





















 


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


 


 


	
   

  	
  CITY
  NATIONAL BANK

  a national banking association

  	
   

  	
  THE
  GOLDSMITH 1980 INSURANCE TRUST

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard H. Sheehan, Jr.

  	
   

  	
   

  	
  By:

  	
  /s/
  Bruce Leigh Goldsmith, Trustee

  	
   

  
	
   

  	
   

  	
  RICHARD H. SHEEHAN, JR.

  	
   

  	
   

  	
  BRUCE
  LEIGH GOLDSMITH, TRUSTEE

  
	
   

  	
   

  	
  SENIOR VICE PRESIDENT AND GENERAL

  COUNSEL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/
  Russell Goldsmith, Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  RUSSELL
  GOLDSMITH, TRUSTEE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  CITY NATIONAL BANK,

  
	
   

  	
   

  	
   

  	
   

  	
  a national banking association, as

  Trustee

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Vergel V. Tan

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Its:

  	
  Vice President

  
									



 


2