Exhibit 10(f)


EMPLOYMENT AGREEMENT


    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”.


    1.  Employment.  CNC
hereby employs Goldsmith, and Goldsmith hereby accepts employment, under the
terms and conditions hereafter set forth.


    2.  Duties.  Goldsmith
shall be employed as the Chairman of the Board of CNC and as an untitled
officer of CNB, and his duties shall be consistent with such office and
position. Substantially all of Goldsmith’s duties shall be performed in Los Angeles
and Beverly Hills, California and unless mutually agreed upon by Goldsmith and
CNC, Goldsmith shall be headquartered in Beverly Hills, California.


    3.  Term.  Subject to
the provisions for termination as hereinafter provided, the term of this Agreement
shall be deemed to commence on May 15, 2001 and shall terminate two (2) years
thereafter.


    4.  Annual Compensation.  In
addition to fringe benefits and reimbursement of expenses consistent with
Goldsmith’s duties and position, CNC shall pay Goldsmith as annual
compensation, payable in equal semimonthly payments, the sum of Five Hundred
Forty Thousand Dollars ($540,000) during the term hereof.


    5.  Incentive Bonus.  Goldsmith
shall be paid an annual incentive bonus, provided however, that the amount of
such incentive bonus for any year in terms of a percentage of Goldsmith’s then
annual salary shall be no less than the mean between the high and low
percentages of annual salary paid as a bonus to any other member of CNC’s or
CNB’s Strategy & Planning Committee, but in no event shall the total amount
paid to Mr. Goldsmith pursuant to Paragraphs 4 and 5 of this Agreement with
respect to any one fiscal year of CNC and CNB exceed $925,000. The parties
hereto recognize that incentive bonuses paid by CNB for services rendered
during a fiscal year are generally paid during the first quarter of the fiscal
year following the fiscal year in which such services were performed. In such
event, the annual compensation paid to Goldsmith with respect to each fiscal year
pursuant to Paragraph 4 of the Agreement, will be added to the incentive bonus
paid in the following fiscal year, for purposes of calculating whether the
$925,000 limit has been reached. For the purpose of determining the amount of
bonus to be paid Goldsmith for any calendar year, his then annual salary shall
be an amount equal to twenty-four times the semimonthly salary paid to
Goldsmith (exclusive of any incentive bonus) for the calendar year in question.


    6.  Life Insurance.  CNB
has previously provided Goldsmith with a whole life insurance policy on the
joint lives of Goldsmith and Mrs. Elaine Goldsmith in an insured amount of
Seven Million Dollars ($7,000,000) (the “Joint Policy”). The Joint Policy is
owned by the Goldsmith 1980 Life Insurance Trust (“Trust”). The Joint Policy,
or the proceeds thereof, and possession of the Joint Policy and all rights
therein, including the right to designate the beneficiary, shall be vested
completely in the Trust; provided however, that CNB shall be entitled to receive
from the proceeds of such Joint Policy a sum equal to the aggregate amount of
premiums paid by CNB, on account of said Joint Policy pursuant to the terms of
the Split Dollar Life Insurance Agreement, as amended, and Collateral
Assignment of Policy attached hereto and marked as Exhibit A.


    Furthermore,
pursuant to the Eighth Amendment to the Split Dollar Life Insurance Agreement,
CNB shall pay an annual premium for the Joint Policy for each year while either
Goldsmith or Mrs. 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. This obligation of CNB to pay said
annual premium shall continue beyond the term of this Employment Agreement for
as long as either Goldsmith or Mrs. Elaine Goldsmith is alive. CNB and
Goldsmith hereby acknowledge that, as of the date of this Employment Agreement,
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 Seven Hundred Twenty Thousand Eight Hundred Forty-Two Dollars
($720,842).


    7.  Extent of Service.  Goldsmith
shall devote his time, attention and energies to the business of CNC and CNB
and shall not, during the term of this Agreement, be engaged in any other
activity which will interfere with the performance of his duties hereunder.
Time expended by Goldsmith on philanthropic activities and in connection with
real estate investments shall be deemed not to interfere with the performance
of his duties hereunder; provided however, that during the term hereof,
Goldsmith shall not become an active participant (as opposed to a passive
investor or consultant) in any real estate investment or venture in which he
does not presently have a direct or indirect interest.


    8.  Termination of Employment.


    (a)  Termination by CNC for Good Cause.  CNC
may terminate the employment of Goldsmith for “good cause” by written notice to
Goldsmith. For purposes of this Agreement, “good cause” shall mean only (i)
conviction of a crime directly related to his employment hereunder, (ii)
conviction of a felony involving moral turpitude, (iii) willful and gross
mismanagement of the business and affairs of CNC or CNB, or (iv) breach of any
material provision of this Agreement. In the event the employment of Goldsmith
is terminated pursuant to this subparagraph 8(a), CNC shall have no further
liability to Goldsmith other than for compensation accrued but not yet paid.


    In
the event CNC contends that it has good cause to terminate Goldsmith pursuant
to clause (iii) or (iv) of this subparagraph 8(a), CNC shall provide Goldsmith
with written notice specifying in reasonable detail the services or matters
which it contends Goldsmith has not been adequately performing, or the material
provisions of this Agreement of which Goldsmith is in violation, why CNC has
good cause to terminate this Agreement, and what Goldsmith should do to
adequately perform his obligations hereunder. If within thirty (30) days of
receipt of the notice Goldsmith performs the required services or modifies his
performance to correct the matters complained of, Goldsmith’s breach will be
deemed cured, and Goldsmith’s employment shall not be terminated. However, if
the nature of the service not performed by Goldsmith or the matters complained
of are such that more than thirty (30) days are reasonably required to perform
the required service or to correct the matters complained of, then his breach
will be deemed cured if he commences to perform such service or to correct such
matters within the thirty (30) day period and thereafter diligently prosecutes
such performance or correction to completion. If Goldsmith does not perform the
required services or modify his performance to correct the matter complained of
within the thirty (30) day period or the extension thereof, CNC shall have the
right to terminate this Agreement at the end of the thirty (30) day period or
extension thereof. It is understood that Goldsmith’s performance hereunder
shall not be deemed unsatisfactory solely on the basis of any economic
performance of CNC because this performance will depend in part on a variety of
factors over which Goldsmith has little control.


    (b)  Termination by CNC Without Good Cause.  CNC
may terminate the employment of Goldsmith without “good cause” (as defined in
subparagraph 8(a) above) at any time by written notice to Goldsmith. In the
event the employment of Goldsmith is terminated pursuant to this subparagraph
8(b), CNC shall continue to be obligated to pay to and compensate Goldsmith
pursuant to Paragraphs 4 and 5 of this Agreement for the full term of this
Agreement. Goldsmith shall have no duty to mitigate and CNC shall have no right
to offset any other compensation paid to Goldsmith during the applicable time
period.


    (c)  Termination by Death or Disability.  CNC
may terminate the employment of Goldsmith by written notice to Goldsmith if,
during the term of this Agreement, Goldsmith shall become incapable of
fulfilling his obligations hereunder because of injury or physical or mental
illness which shall exist or may reasonably be anticipated to exist for a period
of twelve (12) consecutive months or for an aggregate of twelve (12) months
during any twenty-four (24) month period. The death of Goldsmith during the
term of this Agreement shall likewise operate to terminate the Agreement,
except that Goldsmith’s base salary shall continue in effect and be paid to his
wife, if she is then living, and if she is not then living, to his Revocable
Living Trust for a period equal to the lesser of two years or the remaining
term of this Agreement. In the event the employment of Goldsmith is terminated
by CNC











pursuant
to this subparagraph 8(c) because of injury, physical or mental illness, CNC
shall continue to be obligated to pay Goldsmith while he is alive his base
salary and Incentive Bonus which Goldsmith would otherwise have been entitled
to receive pursuant to Paragraph 5 to the same extent and in the same manner as
if Goldsmith had remained employed by CNC for the full term of this Agreement
less any amount Goldsmith receives in lieu of salary while he is alive during the
term of this Agreement from private or government insurance programs, exclusive
of reimbursement of medical costs.


    (d)  Optional Termination by Goldsmith.  Goldsmith
shall have the right, at any time following a “Change of Control” (as that term
is defined in the Agreement between Goldsmith and CNC dated as of March 3l,
l997, a copy of which is attached hereto marked Exhibit “B” and incorporated by
reference herein) (the “Change of Control Agreement”), to declare the Change of
Control Agreement in effect, from which time forward, except for rights
pursuant to this Agreement vested in Goldsmith, his spouse, designees,
successors or representatives prior to the Effective Date, as that term is
defined in the Change of Control Agreement (which rights will remain in full
force and effect), from and after the Effective Date, in the event of
inconsistencies or conflicts between this Agreement and the Change of Control
Agreement, the terms of the Change of Control Agreement will govern.


    9.  Entire Agreement; Modification; Waiver.  This
Agreement and the agreements referred to in the Exhibits attached hereto
constitute the entire agreement between the parties pertaining to the subject
matter contained therein and supersedes all prior and contemporaneous agreements,
representations and understandings of the parties, except for those contained
in the Change of Control Agreement. No supplement, modification or amendment of
this Agreement shall be binding unless executed in writing by both parties. No
waiver of any of the provisions of this Agreement shall be deemed, or shall
constitute, a waiver of any other provisions, whether or not similar, nor shall
any waiver constitute a continuing waiver. No waiver shall be binding unless
executed in writing by the party making the waiver.


    10.  Separability Clause.  The
invalidity or unenforceability of any provision hereof shall in no way affect
the validity or enforceability of any other provision hereof.


    11.  Benefit.  Except as
herein and otherwise specifically provided, this Agreement shall be binding
upon and inure to the benefit of the parties, their personal representatives,
heirs, administrators, executors, successors, and permitted assigns.


    12.  Notices.  Any
notice, request, or other communication required to be given pursuant to the
provisions of this Agreement shall be in writing and shall be deemed to be duly
given if delivered in person or mailed by registered or certified United States
mail, postage prepaid, and mailed to the parties at the following addresses:


BRAM GOLDSMITH


Mr. Bram Goldsmith


 City
National Corporation


 400 No.
Roxbury Drive


 Beverly
Hills, California 90210


 


CITY NATIONAL CORPORATION


City National Corporation


 400 No.
Roxbury Drive


 Beverly
Hills, CA 90210


 Attn:
General Counsel


 


    The
parties hereto may change the above addresses from time to time by giving
notice thereof to each other in conformity with this Paragraph 12.


    13.  Non-Competition.  Goldsmith
agrees not to compete with CNC in any form whatsoever. Without limiting the
generality of the foregoing, Goldsmith covenants and agrees with CNC that
Goldsmith shall not, during or after the term of this Agreement, disclose to
anyone any confidential











information
concerning the business or operations of CNC which Goldsmith may acquire in the
course of or incident to the performance of his duties hereunder, including,
without limitation, processes, customer lists, business or trade secrets, or
methods or techniques used by CNC in its business or operations.


    Goldsmith
covenants and agrees that he shall not, during the term of this Agreement,
directly or indirectly (whether for compensation or otherwise), alone or as an
agent, principal, partner, shareholder or in any other capacity, own, manage,
operate, join, control or participate in the ownership, management, operation
or control of or furnish any capital to or be connected in any manner with or
provide any services for any business, operation or entity which competes with
the business or operations of CNC.


    14.  Construction.  This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of California.


    15.  Captions.  The
paragraph headings and captions contained herein are for reference purposes and
convenience only and shall not in any way affect the meaning or interpretation
of this Agreement.


    16.  Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.


    17.  Amendments.  This
Agreement shall not be modified, amended, or in any way altered except by an
instrument in writing and signed by both of the parties hereto.


    18.  Mandatory Arbitration.  At
the request of Goldsmith or City National Corporation, any dispute, claim,
controversy of any kind (whether in contract or tort, statutory or common law,
legal or equitable) now existing or hereafter arising out of, pertaining to or
in connection with this Agreement and/or any renewals, extensions, or
amendments thereto, shall be resolved through final and binding arbitration
conducted at a location determined by the arbitrator in Los Angeles or Beverly
Hills, California, and administered by the American Arbitration Association (“AAA”)
in accordance with the Federal Arbitration Act, 9 U.S.C. §1, et seq., and the
then existing Commercial Arbitration Rules of the AAA. Judgment upon any award
rendered by the arbitrator(s) may be entered in any State or Federal courts
having jurisdiction thereof.


    IN
WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as
of the date first above written at Beverly Hills, California.


	
  

  	
  CITY NATIONAL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ FRANK PEKNY

  
	
  

  	
   

  	
  FRANK PEKNY

  
	
   

  	
   

  	
  Executive President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ BRAM GOLDSMITH

  
	
   

  	
   

  	
  BRAM GOLDSMITH

  



 











EIGHTH AMENDMENT TO


SPLIT DOLLAR LIFE INSURANCE AGREEMENT


COLLATERAL ASSIGNMENT PLAN


    This
Eighth Amendment to Split Dollar Life Insurance Agreement Collateral Assignment
Plan (“Eighth Amendment”) is made and entered into as of the 15th day of May
2001, by and between The Goldsmith 1980 Insurance Trust (the “Trust”) and City
National Bank, a national banking association (the “Bank”) with reference to
the following:


    A.  The
Trust and the Bank are parties to that certain Split Dollar Life Insurance
Agreement Collateral Assignment Plan dated as of the 13th day of June 1980, as amended to
date (the “Agreement”).


    B.  As
of the date of this Eighth Amendment, the Bank has paid premiums with respect
to a life insurance policy insuring the joint lives of Bram Goldsmith and
Elaine Goldsmith issued by Transamerica Occidental Life Insurance Co. (the “Joint
Policy”), including premiums paid for a prior life insurance policy, issued by
Connecticut General Life Insurance Company, and subsequently applied to the
Joint Policy, totaling $720,842.


    NOW
THEREFORE, the Trust and the Bank agree as follows:


    Paragraph
7 of the Agreement is amended to provide that the Agreement shall terminate on
the death of the last to die of Bram Goldsmith and Elaine Goldsmith. Except as
amended by the foregoing, the Agreement shall remain in full force and effect
without any other changes.


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


	
  THE GOLDSMITH INSURANCE TRUST

  	
   

  	
  CITY NATIONAL BANK

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Bruce Leigh Goldsmith

  	
   

  	
  By:

  	
  /s/ Frank Pekny

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Bruce Leigh Goldsmith, Trustee

  	
   

  	
  Its:

  	
  Vice Chairman & Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Russell David Goldsmith

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Russell David Goldsmith, Trustee

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  City National Bank, as Trustee

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Thomas Mayer

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Thomas Mayer

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Its:

  	
  Vice President