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Exhibit 10(h)    
  


 
 

EMPLOYMENT AGREEMENT    
  


        THIS EMPLOYMENT AGREEMENT is made as of the 15th day of July, 2002 by and between RUSSELL GOLDSMITH ("Goldsmith"), on the one hand, and CITY NATIONAL BANK, a
National Bank ("CNB") and CITY NATIONAL CORPORATION ("Parent Corporation"), on the other hand. 


        1.    Employment. CNB and Parent Corporation (collectively the "Employer") hereby employ Goldsmith, and Goldsmith hereby accepts
employment, under the terms and conditions hereafter set forth. The Employment Agreement dated as of the 15th of July, 1998 by and between Goldsmith, CNB and Parent Corporation, as amended, is
terminated effective upon the execution and delivery of this Employment Agreement. 


        2.    Duties. Goldsmith shall be employed as the Chairman of the Board of Directors and Chief Executive Officer of CNB and
Vice-Chairman of the Board of Directors and Chief Executive Officer of the Parent Corporation and his powers and duties shall be consistent with such offices and positions. As Chief
Executive officer of Employer, Goldsmith shall supervise, control and be responsible for all aspects of the business and affairs of Employer and its subsidiaries. 



        3.    Place of Service. Substantially all of Goldsmith's duties shall be performed in Los Angeles and Beverly Hills, California,
and unless mutually agreed upon by Goldsmith and Employer, Goldsmith shall be headquartered in Beverly Hills, California. 


        4.    Term. Subject to the provisions for termination as hereinafter provided, the term of this Agreement shall commence on
July 15, 2002 (the "Start Date") and shall terminate four (4) years thereafter. 



        5.    Annual Base Compensation. Employer shall pay Goldsmith as annual base compensation (the "Annual Base Compensation"),
payable in equal semimonthly payments, the sum of Eight Hundred Fifty Three Thousand Eight Hundred Eleven Dollars ($853,811) during the period from the Start Date through February 28, 2003. On
March 1, 2003, the Annual Base Compensation will increase by two percent (2%) to Eight Hundred Seventy Thousand Eight Hundred Eighty Seven Dollars ($870,887). Commencing in 2004, on each
March 1 during the term hereof, the then Annual Base Compensation shall be increased by a minimum of six percent (6%). Goldsmith will elect to defer receipt of any Annual Base Compensation over
One Million Dollars ($1,000,000) which would not be currently deductible by the Employer under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code") under a deferred
compensation plan or arrangement of the Employer or Parent Corporation; provided that Goldsmith may not elect to receive any such payment in any year before it may be deducted by the Employer under
Section 162(m) of the Code or, if later, the year following termination of his employment with the Employer. 


        6.    Bonus Compensation. Goldsmith shall participate in the Parent Corporation's 1999 Variable Bonus Plan and/or any other cash
bonus or incentive compensation plan of Employer established for corporate executive officers of Employer, including corporate officers who are members of the Executive Committee and the Strategy and
Planning Committee, in each case as determined by the Compensation, Nominating and Governance Committee of the Parent Corporation (or, in the absence of a Compensation, Nominating and Governance
Committee, the Board of Directors or another committee of directors designated by the Board of Directors as responsible for matters relating to executive compensation). The aggregate amount of annual
bonus or incentive compensation (the "Annual Bonus") paid to Goldsmith pursuant to all such bonus plans for any year (including the fiscal year ending December 31, 2002 and the fiscal year
during which his employment is terminated) shall not be less than one hundred twenty five percent (125%) of his Annual Base Compensation as of December 31 of the year for which the bonus is
being paid if plan goals for the year are achieved, 


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scaled up ratably to two hundred percent (200%) if one hundred thirty percent (130%) of plan goals are achieved and scaled down ratably to thirty five percent (35%) if eighty five percent (85%) of
plan goals are achieved. In determining the Annual Bonus payable to Goldsmith for any year in which he was not employed by Employer for the entire year, the Annual Bonus for the portion of such fiscal
year preceding the termination of his employment shall be an amount equal to (i) the amount which the Annual Bonus would have been had the plan goals achieved through the month ending
immediately following the date of termination of his employment been the plan goals for the entire fiscal year, the fiscal year had ended at the end of such month and Goldsmith's Annual Base
Compensation had been the Annual Base Compensation payable to him as of the following December 31 had his employment continued through the following December 31, (ii) multiplied
by a fraction, the numerator of which is the number of months in the fiscal year through the end of the month immediately following the date of termination of Goldsmith's employment and the
denominator of which is 12. Unless Goldsmith elects to defer receipt thereof, each Annual Bonus shall be paid no later than the end of the third month of the fiscal year following the fiscal year for
which the bonus is being paid; provided, however, that if the employment of Goldsmith is terminated prior to the end of the fiscal year for which the bonus is being paid, the Annual Bonus for the
partial year preceding the termination of his employment shall be paid no later than the end of the third month following the termination of his employment and any amounts payable under any
subparagraphs of Paragraph 10 as an Annual Bonus applicable to any portion of a fiscal year of less than twelve months shall be paid no later than the end of the third month following the end
of the period for which such amount is payable. 


        7.    Stock Options. On July 24, 2002, Goldsmith was granted non-qualified stock options to purchase an
aggregate of two hundred fifty thousand (250,000) shares of Common Stock of Parent Corporation at a purchase price equal to the fair market value of the Common Stock on the date of grant. Said options
were granted pursuant to the provisions of the 2002 Omnibus Plan of Parent Corporation and are represented by an agreement executed by the Parent Corporation. Such options have a term of ten years
and, subject to subparagraphs 10(b), (c), (d) and (e) hereof, will be exercisable as to eighty three thousand three hundred thirty three (83,333) shares of Common Stock from and after
the date of grant, as to an additional eighty three thousand three hundred thirty three (83,333) shares of Common Stock from and after one year from the date of grant and in full from and after the
second year from the date of grant. 


        8.    Fringe Benefits and Reimbursement of Expenses. Employer shall provide Goldsmith with such medical and other health,
dental, accidental life and disability insurance, and he shall be entitled to all employee and fringe benefits and reimbursement of expenses and to participate in all benefit plans (including stock
option plans) as are consistent with his position and duties and those previously provided to the Chief Executive Officer of Employer; provided, however, that future stock option grants to Goldsmith
shall be at the discretion of the Compensation, Nominating and Governance Committee of the Parent Corporation. Goldsmith shall also be entitled to receive a supplemental retirement benefit as set
forth in Appendix A to this Agreement. 


        All
stock options which are granted to Goldsmith on or after July 24, 2002, and which are vested at the time of termination of Goldsmith's employment with the Employer, will
remain outstanding until the expiration of their terms, if Goldsmith's employment is terminated (i) on account of retirement after Goldsmith has attained age sixty-two (62),
(ii) pursuant to subparagraphs 10(b) (without good cause), 10(c) (disability) or 10(d)(death) hereof, (iii) pursuant to Sections 5(a) and 6(b) and (c) (death or disability), 5(c)
and 6(a) (Good Reason), or 6(a) (without Cause) of the Amended Employment Agreement (as defined in subparagraph 10(e)) after a Change of Control (as defined in Section 2 of the Amended
Employment Agreement); or (iv) for any reason after a Change of Control (as defined above), subject to any provisions of the Parent Corporation's stock option plans for termination of stock
options upon a Change of Control. 


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        9.    Extent of Service. Goldsmith shall devote his time, attention and energies to the business of Employer and shall not,
during the term of this Agreement, be engaged in any other activity which will materially interfere with the performance of his duties hereunder. Time expended by Goldsmith on philanthropic
activities, as a general partner of Sunbar Properties, as a passive investor in real estate ventures and other investments, or in managing the existing properties of Goldsmith Entertainment
Corporation shall be deemed not to interfere with the performance of his duties hereunder. 


        10.  Termination of Employment. 



        (a)  Termination by Employer for Good Cause. Employer 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 Employer, or (iv) willful and material breach of any material provision of this Agreement.
In the event the employment of Goldsmith is terminated pursuant to this subparagraph 10(a), Employer shall have no further liability to Goldsmith other than for compensation accrued through the date
of termination but not yet paid. 




        In
the event Employer contends that it has good cause to terminate Goldsmith pursuant to clause (iii) or (iv) of the second sentence of this subparagraph 10(a), Employer
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 and the acts constituting such violation, why Employer 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, Employer 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
Employer because this performance will depend in part on a variety of factors over which Goldsmith has little control. 



        (b)  Termination by Employer Without Good Cause. Employer may terminate the employment of Goldsmith without "good cause" (as
defined in subparagraph 10(a) above) at any time during the term hereof by giving written notice to Goldsmith specifying therein the effective date of termination. Upon such notice being given, if not
then exercisable in full, the options described in Paragraph 7 hereof shall become exercisable in full. In the event the employment of Goldsmith is terminated pursuant to this subparagraph
10(b) without good cause, Employer shall be obligated to pay to Goldsmith (which shall be in lieu of any other amounts which would be payable to Goldsmith on account of such termination pursuant to
any separation pay plan or policy of Employer) (i) the Annual Base Compensation and Annual Bonus he would have been paid had he remained in the employ of the Employer hereunder, and had the
term hereof extended, for a period of three years from the effective date of termination, provided that (x) the Annual Bonus for any fiscal year ending after the date of termination (including
the fiscal year during which the termination of employment occurs and any portion of a fiscal year for which he is entitled to an Annual Bonus under this subparagraph) shall be computed by multiplying
Goldsmith's Annual Base Compensation (in case of an Annual Bonus for a partial year, the amount which the Annual 



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Base Compensation would have been as of the following December 31 had his employment continued through such December 31) by (in lieu of percentages of Annual Base Compensation set forth
in
Paragraph 6) the highest percentage of Annual Base Compensation previously used in determining any prior Annual Bonus paid or payable to Goldsmith, (y) the Annual Bonus applicable to any
portion of a fiscal year of less than twelve months shall be an amount determined as provided in the preceding subclause (x) multiplied by a fraction, the numerator of which is the number of
months of the fiscal year with respect to which Goldsmith is entitled to the Annual Bonus pursuant to this subparagraph (with each partial month being deemed a whole month) and the denominator of
which is 12, and (z) the penultimate sentence of Paragraph 6 shall be disregarded and have no force or effect, and (ii) all other employee benefits (including age and service
credit in calculating his supplemental retirement benefit) he would have received hereunder had he remained in the employ of the Employer for such three-year period (and, if required, the
term hereof would have been appropriately extended), including reimbursement of Goldsmith for all expenses and costs incurred by him during such three-year period in obtaining and
maintaining medical and health insurance (through COBRA or otherwise) for him, his spouse and dependents for such three-year period which is equivalent to that provided to him by Employer
at the time of termination of his employment. Notwithstanding the foregoing clause (ii) of the immediately preceding sentence, if long-term disability insurance coverage is an
employee benefit which Goldsmith would have received had he remained in the employ of Employer, Employer's obligation to provide Goldsmith with comparable long-term disability insurance
coverage for such three-year period shall be subject to Goldsmith being insurable at the effective date of termination of his employment. Goldsmith shall have no duty to mitigate damages,
and Employer shall have no right to offset any compensation paid to Goldsmith for services rendered as an employee of a third party or independent contractor after the termination of his employment
against any amounts which are payable under this Agreement or the Amended Employment Agreement. 




        If
Goldsmith terminates employment at any time within six (6) months after, without his consent, either (i) he is removed as Chief Executive Officer of either CNB or Parent
Corporation or as Chairman of the Board of Directors of CNB or Vice-Chairman of the Board of Directors of Parent Corporation, or any of these titles is removed from him, (ii) there
is any material reduction in his Annual Base Compensation, or (iii) the Employer requires him to be based at any office other than the corporate headquarters or moves the corporate headquarters
to any location which is more than 35 miles from the location where it was based immediately prior thereto, such termination by Goldsmith shall for purposes of this Agreement be treated in the same
manner as a termination by the Employer of his employment without good cause and shall be deemed to be a termination of employment pursuant to this subparagraph 10(b). 



        (c)  Termination by Disability. Employer may terminate the employment of Goldsmith during the term hereof or the term of the
Amended Employment Agreement (as hereinafter defined) by written notice to Goldsmith if 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. In the event the employment of Goldsmith is terminated by Employer pursuant to this subparagraph 10(c) because of injury or physical or mental
illness, Employer shall be obligated to pay Goldsmith (or his personal representatives) from and after the termination of his employment the same amounts and provide him with the same benefits for the
same periods it would have paid or provided him had his employment been terminated without cause pursuant to subparagraph 10(b) as of the date his employment is terminated pursuant to this
subparagraph 10(c). If the employment of Goldsmith is terminated pursuant to this subparagraph 10(c), the options described in Paragraph 7 shall, if not then fully exercisable, upon such
termination become exercisable in full. 



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        (d)  Termination by Death. Except for compensation accrued but not paid at the date of death and as provided in this
subparagraph 10(d), the death of Goldsmith during the term of this Agreement shall terminate this Agreement and the Amended Employment Agreement (as hereinafter defined). In the event of the death of
Goldsmith during the term hereof or the term of the Amended Employment Agreement (as hereinafter defined), Employer shall be obligated to pay to whomever he shall have designated in writing to
Employer, or if no designation has been made by him, to Goldsmith's wife, if she is then living, or if she is not then living, to his estate, the same amounts and provide the same benefits Employer
would have paid or provided Goldsmith pursuant to subparagraph 10(b) had his employment been terminated without cause on the date of his death. If not then fully exercisable, the options described in
Paragraph 7 shall upon Goldsmith's death become exercisable in full. 


        (e)  Change of Control. Attached to this Agreement as Annex A is a copy of an Employment Agreement dated as of
March 31, 1997 between Parent Corporation and Goldsmith (the "Amended Employment Agreement"). Upon the Effective Date (as defined in the Amended Employment Agreement) during the term of
Goldsmith's employment with Employer, the Amended Employment Agreement shall become effective with (notwithstanding the provisions of the Amended Employment Agreement to the contrary) the following
modifications: (i) the "Change of Control Period" as defined in the Amended Employment Agreement shall not terminate prior to the end of the term of this Agreement; (ii) the term thereof
(referred to therein as the "Employment Period") shall be the greater of three years, as provided therein, or the then remaining term of this Agreement; (iii) Paragraphs 3 and 5 and
subparagraph 10(g) of this Agreement shall remain in full force and effect; (iv) clause (B) of Section 4(a)(i) and all of Section 4(b)(i) (except for the last
sentence thereof) of the Amended Employment Agreement shall be of no force or effect, all direct or indirect references in the Amended Employment Agreement to Annual Base Salary or base salary
(including, without limitation, references to Section 4(b) in clause (ii) of Section 5(c) of the Amended Employment Agreement) shall be deemed to refer to the Annual Base
Compensation described and determined and computed in accordance with Paragraph 5 hereof and the reference in clause (iii) of Section 5(c) of the Amended Employment Agreement
shall be deemed a reference to Paragraph 3 hereof; and (v) termination of employment on account of the death or disability of Goldsmith as provided in subparagraphs 10(c) and 10(d)
hereof, respectively, shall remain in full force and effect and the provisions of the Amended Employment Agreement dealing with termination of employment on account of Goldsmith's death or disability
and the effects thereof shall be of no force or effect. In all other respects the terms of the Amended Employment Agreement will thereafter govern the employment of Goldsmith, and subparagraphs 10(a),
10(b) and 10(f) hereof shall be of no further force or effect (except to the extent subparagraph 10(b) is incorporated into subparagraph 10(c) and 10(d) for determining amounts payable or benefits to
be provided pursuant to subparagraph 10(c) and 10(d)). 


        (f)    Termination Upon Expiration. At least six (6) months prior to the end of the term hereof, a person designated by
the Board of Directors of Parent Corporation shall meet with Goldsmith for purposes of negotiating an extension of the term of this Agreement. If by the ninetieth (90th) day prior to the end of the
term hereof Employer and Goldsmith have not agreed in writing to an extension of the term hereof or renewal of this Agreement and during such negotiations Employer offered Goldsmith an extension of
this Agreement with a term of at least three years and compensation at least equivalent to the eightieth percentile for chief executive officers of Employer's peer group, Goldsmith's employment shall
terminate as of the end of the term hereof and Employer shall be obligated to pay and provide Goldsmith with, from and after the expiration of the term hereof, (i) the Annual Base Compensation
as
in effect under Paragraph 5 of this Agreement immediately prior to the expiration of the term hereof (increased as of the end of the term hereof as if the term of this agreement were extended
for twelve months) for a period of 



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twelve (12) months from the end of the term of this Agreement, (ii) the Annual Bonus he would have been paid hereunder if the term of this Agreement was extended for twelve months,
provided that (x) the Annual Bonus shall be computed by multiplying Goldsmith's Annual Base Compensation (in case of an Annual Bonus for a partial year, the amount which the Annual Base
Compensation would have been as of the following December 31 had his employment continued through such December 31) by (in lieu of the percentage of Annual Base Compensation set forth in
Paragraph 6) the highest percentage of Annual Base Compensation previously used in determining any prior Annual Bonus paid to Goldsmith, (y) the Annual Bonus applicable to any portion of
a fiscal year of less than twelve months shall be an amount determined as provided in the preceding subclause (x) multiplied by a fraction, the numerator of which is the number of months of the
fiscal year with respect to which Goldsmith is entitled to the Annual Bonus pursuant to this subparagraph (with each partial month being deemed a whole month) and the denominator of which is 12,
(z) and the penultimate sentence of Paragraph 6 shall be disregarded and have no force or effect, and (iii) all other employee benefits he would have received hereunder if the
term of this Agreement and Goldsmith's employment had been extended twelve months, including reimbursement of Goldsmith for all expenses and costs incurred by him during such twelve (12) month
period in obtaining and maintaining medical and health insurance (through COBRA or otherwise) for him, his spouse and dependents for such twelve (12) month period which is equivalent to that
provided to him by Employer at the time of termination of his employment. If by the ninetieth (90th) day prior to the end of the term hereof Employer and Goldsmith have not agreed in writing to an
extension of the term hereof or a renewal of this Agreement and during such negotiations the Employer did not offer Goldsmith an extension of the term hereof of at least three years and compensation
at least equivalent to the eightieth percentile for chief executive officers of Employee's peer group, Goldsmith's employment shall terminate as of the end of the term hereof and Employer shall pay
Goldsmith, from and after the expiration of the term hereof, the same amounts and provide him with the same benefits for the same period it would have paid and provided him pursuant to subparagraph
10(b) had his employment been terminated without cause immediately prior to the end of the term hereof. For purposes of this subparagraph 10(f), the "Employer's peer group" shall consist of ten banks
comparable to CNB as to size and performance and as agreed to by Employer and Goldsmith and the compensation which shall be employed in determining whether the compensation offered Goldsmith was at
least equivalent to the eightieth percentile for chief executive officers of Employer's peer group compensation shall mean the total compensation (all forms of pay disclosed in the proxy statements).
If Goldsmith and Employer shall be unable to agree by the ninetieth (90th) day prior to the end of the term hereof as to the identity of the banks constituting the "Employer's peer group", the ten
companies constituting Employer's peer group shall be determined by Semler Brossy Consulting Group or any similar firm agreed to by Employer and Goldsmith. 


        (g)  Office Space and Secretarial Support. From and after the expiration of the term of this Agreement or the Amended
Employment Agreement or if Goldsmith's employment is terminated other than pursuant to subparagraph 10(a) (or Section 5(a) of the Amended Employment Agreement if it is then in effect) for cause
or other than pursuant to subparagraph 10(d) on account of his death, Employer shall provide Goldsmith (at no cost or expense to Goldsmith) for a period of three years with an office in his current
office site or nearby of size, furnishings and other appointments and exclusive personal secretarial support comparable to that provided Goldsmith at any time during the one hundred twenty
(120) day period prior to the expiration of the term or termination of his employment. 




        11.  Entire Agreement; Modification; Waiver. This Agreement constitutes 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. No supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by both 


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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. 


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


        13.  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. 


        14.  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: 



	EMPLOYER
	 	RUSSELL GOLDSMITH

	City National Bank

400 No. Roxbury Drive

Beverly Hills, CA 90210

Attn: Michael B. Cahill

            General Counsel	 	Mr. Russell Goldsmith

400 N. Roxbury Drive

Beverly Hills, CA
	 	 	with copy to:
	 	 	 
	 	 	Adam D. Chinn

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019-6150





        The
parties hereto may change the above addresses from time to time by giving notice thereof to each other in conformity with this Paragraph 14. 


        15.  Confidentiality. Goldsmith covenants and agrees with Employer that Goldsmith shall not, during or after the term of this
Agreement, disclose to anyone any confidential information concerning the business or operations of Employer 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 Employer in its business or operations. 



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


        17.  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. 


        18.  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. 


        19.  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. 


        20.  Mandatory Arbitration. At the request of Goldsmith or Employer, 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 by a single arbitrator at a location determined by the arbitrator in Los Angeles or Beverly Hills, California, and
administered by the American Arbitration Association ("AAA") in accordance 


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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 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 BANK
	 	 	 	 
	/s/  RUSSELL GOLDSMITH      
 RUSSELL GOLDSMITH	 	By:	/s/  FRANK P. PIKNY      

	 	 	 	 
	 	 	 	 
	 	 	CITY NATIONAL CORPORATION
	 	 	 	 
	 	 	By:	/s/  FRANK P. PIKNY      





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   APPENDIX A TO EMPLOYMENT AGREEMENT

FOR RUSSELL GOLDSMITH  


SUPPLEMENTAL RETIREMENT BENEFIT  


        The purpose of this Appendix A to the Employment Agreement is to provide a supplemental retirement benefit for Russell Goldsmith ("Goldsmith"), which shall
be in addition to any benefits which he may be entitled to receive under qualified retirement plans of the Employer. 


ARTICLE I

DEFINITIONS  


        All capitalized terms used herein which are defined in the Employment Agreement shall have the meaning set forth therein. In addition, the following terms shall
have the meaning set forth below: 


        "Change
of Control" shall have the meaning set forth in Annex A to the Employment Agreement. 



        "Final
Average Compensation" shall mean the average of the sum of the Annual Base Compensation and Annual Bonus which Goldsmith earns during the highest three out of his last five
calendar years of employment with the Employer. 


        "Normal
Retirement Date" shall mean the date on which Goldsmith attains age 62, which will be February 14, 2012. Goldsmith was born on February 14, 1950. 


        "Surviving
Spouse" shall mean Goldsmith's spouse at the time of his termination of employment with the Employer, if she remains alive after Goldsmith's death. 



        "Years
of Service" shall mean complete and partial years of service with the Employer, measured from Goldsmith's commencement date on October 15, 1995 to the most recent
anniversary of his commencement date. 


ARTICLE II

ACCRUAL AND VESTING OF SUPPLEMENTAL RETIREMENT BENEFIT  


        2.1  Goldsmith
shall accrue the right to receive an annual supplemental retirement benefit in the form of a single life annuity for his lifetime commencing at his Normal
Retirement Date based on the following formula: 




1.5432%
multiplied times Years of Service (up to a maximum of 25.2% after 16.33 Years of Service) multiplied times Final Average Compensation 





        2.2  Under
the formula set forth in Section 2.1, if Goldsmith retires on his Normal Retirement Date, he will be entitled to receive the maximum annual supplemental
retirement benefit in the form of a single life annuity equal to 25.2% multiplied times his Final Average Compensation. 


        2.3  In
the event of a Change of Control, Goldsmith shall receive credit for five additional Years of Service, but there will be no change in the maximum supplemental
retirement benefit. 


        2.4  Goldsmith
will have a fully vested right to his accrued supplemental retirement benefit after eight Years of Service (including his past service). There will be no
partial vesting prior to completion of eight Years of Service. 


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ARTICLE III

PAYMENT OF SUPPLEMENTAL RETIREMENT BENEFIT  


        3.1  Goldsmith's
accrued annual supplemental retirement benefit shall be paid in equal monthly installments commencing on the first day of the month following his termination
of employment with the Employer for any reason other than his death. 


        3.2  If
Goldsmith is married when he terminates employment with the Employer, the normal form of payment of his supplemental retirement benefit will be an actuarially reduced
100% joint and survivor annuity payable to Goldsmith during his lifetime and continuing thereafter during the lifetime of his Surviving Spouse. 



        3.3  If
Goldsmith is not married when he terminates employment with the Employer, the normal form of payment of his supplemental retirement benefit will be a single life
annuity payable to Goldsmith during his lifetime with payments terminating upon his death. 


        3.4  Goldsmith
shall be entitled to elect an optional form of payment of his supplemental retirement benefit, and to change any such election, upon written notice filed with
the Employer at any time up to six months preceding his termination of employment, or in the event of a separation or divorce from his spouse or the death of his spouse at any time up to the date of
his termination of employment. Any new election or change of election which is made after the date provided herein shall have no force or effect. No change in the form of payment will be permitted for
any reason after commencement of supplemental retirement benefit payments. The optional forms of payment which Goldsmith may elect within the times specified above are a lump sum payment to be paid on
the first day of the month following his termination of employment, a single life annuity payable during his lifetime with no payments to his Surviving Spouse after his death, and any other optional
form of payment which the Employer may permit in its discretion. 


        3.5  There
shall be an actuarial reduction in Goldsmith's supplemental retirement benefit in the event that he terminates employment with the Employer prior to his Normal
Retirement Date and an actuarial increase in his supplemental retirement benefit in the event that he terminates employment with the Employer after his Normal Retirement Date. In either event, the
payment of his supplemental retirement benefit shall commence on the first day of the month following his termination of employment. 


        3.6  If
Goldsmith retires prior to his Normal Retirement Date, and his supplemental retirement benefit is paid in the form of a 100% joint and survivor annuity, there would
be actuarial reductions for both early retirement and the 100% joint and survivor annuity. 



        3.7  The
actuarial reduction and actuarial equivalence factors are set forth in Schedule 1 hereto. 


ARTICLE IV

PRE-RETIREMENT SPOUSAL DEATH BENEFIT  


        4.1  If
Goldsmith dies while he remains employed with the Employer and has a Surviving Spouse, his Surviving Spouse will be entitled to receive a benefit in the form of a
single life annuity payable for her lifetime which is the actuarial equivalent of the single life annuity for his lifetime which Goldsmith would have been entitled to receive if he had terminated
employment with the Employer in the month before he died. This benefit shall be payable to Goldsmith's Surviving Spouse in equal monthly payments commencing on the first day of the month following his
death. 


        4.2  Goldsmith
shall be entitled to elect, upon written notice filed with the Employer at any time before his death, that his Surviving Spouse shall receive a lump sum
payment to be paid on the first day of the month following his death which is the actuarial equivalent of the single life annuity which 


2






 




would otherwise be paid to her pursuant to Section 4.1, using the actuarial reduction and actuarial equivalence factors set forth in Schedule 1 hereto. 


3





 
SCHEDULE 1  


Supplemental Retirement Benefit

for Russell Goldsmith  


Actuarial Reduction Factors  


Early Retirement Reduction Factors  



	Years Prior to Normal Retirement Date
 
	 	Reduction Factor

	1	 	93%
	2	 	86%
	3	 	79%
	4	 	72%
	5	 	65%
	6	 	58%
	7	 	51%
	8	 	48%
	9	 	45%






100% Joint & Survivor Annuity Reduction Factors at Normal Retirement Date  



	Spouse Years Younger
 
	 	Reduction Factor

	0	 	85.75%
	1	 	84.97%
	2	 	84.26%
	3	 	83.45%
	4	 	82.71%
	5	 	82.04%
	6	 	81.32%
	7	 	80.56%
	8	 	79.87%
	9	 	79.19%
	10	 	78.53%






Actuarial Equivalence  



 Mortality  



	Prior to Normal Retirement Age:	 	1983 Group Annuity Mortality for males or females
	After Normal Retirement Age:	 	1983 Group Annuity Mortality for males or females





 Interest: To Calculate Lump Sum Payment or Actuarial Increase for Late Retirement  



	Prior to Normal Retirement Date:	 	6.0% per annum
	After Normal Retirement Date:	 	6.0% per annum





4






ANNEX A

EMPLOYMENT AGREEMENT  


        AGREEMENT by and between City National Corporation, a Delaware corporation (the "Company") and Russell Goldsmith (the "Executive"), dated as of the 31st day of
March, 1997. 


        The
Board of Directors of the Company (the "Board"), has determined that it is in the best interest of the Company and its shareholders to assure that the Company will have the continued
dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company. The Board believes it is imperative to diminish the
inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive's full attention and
dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefits arrangements upon a Change of Control
which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations. Therefore, in order to accomplish these
objectives, the Board has caused the Company to enter into this Agreement. 


        NOW,
THEREFORE, IT IS HEREBY AGREED AS FOLLOWS: 


        1.    CERTAIN
DEFINITIONS. (a) The "Effective Date" shall mean the first date during the Change of Control Period (as defined in Section 1(b)) on which a Change
of Control (as defined in Section 2) occurs. Anything in this Agreement to the contrary notwithstanding, if a Change of Control occurs and if the Executive's employment with the Company is
terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third
party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or anticipation of a Change of Control, then for all purposes of this
Agreement the "Effective Date" shall mean the date immediately prior to the date of such termination of employment. 


        (b)  The
"Change of Control Period" shall mean the period commencing on the date hereof and ending on the second anniversary of the date hereof; provided, however that
commencing on the date one year after the hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be hereinafter referred to as the "Renewal Date"),
unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate two years from such Renewal Date, unless at least 60 days prior to the Renewal Date
the Company shall give notice to the Executive that the Change of Control Period shall not be so extended. 


        2.    CHANGE
OF CONTROL. For the purpose of this Agreement, a "Change of Control" shall mean: 


        (a)  The
acquisition by any individual, entity or group (within the meaning of Section 13(d) (3) or 14(d) (2) or the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% of more of either (i) the then
outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to
vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute
a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation controlled by the Company, (iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (i),
(ii) and (iii) of subsection (c) of this Section 2, or (v) any acquisition by the Goldsmith family or any trust or partnership for the benefit of any member of the
Goldsmith family; or 


        (b)  Individuals
who, as of the date hereof, constitute the Board (the "Incumbent Board") cease or any reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the 





 




Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent
Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or 


        (c)  Consummation
of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a "Business
Combination"), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the
then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the
corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company of all or substantially all of the Company's
assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination
of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any
employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then
outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the
extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or 



        (d)  Approval
by the shareholders of the Company of a complete liquidation or dissolution of the Company. 


        3.    EMPLOYMENT
PERIOD. The Company hereby agrees to continue the Executive in its employ, and the executive hereby agrees to remain in the employ of the Company subject to
the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on the third anniversary of such date (the "Employment Period"). 


        4.    TERMS
OF EMPLOYMENT. (a) POSITION AND DUTIES. 


          (i)  During
the Employment Period, (A) the Executive's position (including status, offices, titles and reporting requirements), authority, duties and responsibilities
shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the
Effective Date and (B) the Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than
35 miles from such location. 


        (ii)  During
the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable
attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use
the Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to
(A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal
investments, so long as such activities do not significantly interfere with the 


2





 




performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement. 


It
is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the
conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the
Company. 


        (b)  COMPENSATION.
(i) BASE SALARY. During the Employment Period, the Executive shall receive an annual base salary ("Annual Base Salary"), which shall be paid at a
monthly rate, at least equal to twelve times the highest monthly base salary paid or payable, including any base salary which has been earned but deferred, to the Executive by the Company and its
affiliated companies in respect of the twelve-month period immediately preceding the month in which the Effective Date occurs. During the Employment Period, the Annual Base Salary shall be reviewed no
more than 12 months after the last salary increase awarded to the Executive prior to the Effective Date and thereafter at least annually. Any increase in Annual Base Salary shall not serve to
limit or reduce any other obligation to the Executive under this Agreement. Annual Base Salary shall not be reduced after any such increase and the term Annual Base Salary as utilized in this
Agreement shall refer to Annual Base Salary as so increased. As used in this Agreement, the term "affiliated companies" shall include any company controlled by, controlling or under common control
with the Company. 


        (ii)  ANNUAL
BONUS. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the "Annual
Bonus") in cash at least equal to the Executive's highest bonus under the Company's annual incentive plans for the last three full fiscal years prior to the Effective Date (annualized in the event
that the Executive was not employed by the Company for the whole of such fiscal year) (the "Recent Annual Bonus"). Each such Annual Bonus shall be paid no later that the end of the third month of the
fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus. 


        (iii)  INCENTIVE,
SAVINGS AND RETIREMENT PLANS. During the Employment Period, the Executive shall be entitled to participate in all incentive, savings and retirement plans,
practices, policies and programs applicable generally to other peer executive of the Company and its affiliated companies, but in no event shall such plans, practice, policies and programs provide the
Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities
and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and its affiliated companies for the Executive under such
plans, practices, policies and programs as in effect at any time during the 120-day period immediately preceding the Effective Date or if more favorable to the Executive, those provided
generally at any time after the Effective Date to other peer executives of the Company and its affiliated companies. 


        (iv)  WELFARE
BENEFIT PLANS. During the employment Period, the Executive and/or the Executive's family, as the case may be, shall be eligible for participation in and shall
receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and its affiliated companies (including, without limitation, medical, prescription, dental,
disability, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of the Company and its affiliated
companies, but in no event shall such plans, practices, policies and programs provide the Executive with benefits which are less
favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive at any time during the 120-day period immediately preceding
the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to the other peer executive of the Company and its affiliated companies. 


3





 



        (v)  EXPENSES.
During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in
accordance with the most favorable policies, practices and procedures of the Company and its affiliated companies in effect for the Executive at any time during the 120-day period
immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated
companies. 


        (vi)  FRINGE
BENEFITS. During the Employment Period, the Executive shall be entitled to fringe benefits, including, without limitation, tax and financial planning services,
payment of club dues, and if applicable, automobile allowance and/or use of an automobile and payment of related expenses, in a accordance with the most favorable plans, practices, programs and
policies of the Company and its affiliated companies in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the
Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and it's affiliated companies. 



      (vii)  OFFICE
AND SUPPORT STAFF. During the Employment Period, the Executive shall be entitled to an office or offices of a size and with furnishings and other appointments,
and to exclusive personal secretarial and other assistance, at least equal to the most favorable of the foregoing provided to the Executive by the Company and its affiliated companies at any time
during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as provided generally at any time thereafter with respect to other peer
executives of the Company and its affiliated companies. 


      (viii)  VACATION.
During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices
of the Company and its affiliated companies as in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the
Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies. 


        5.    TERMINATION
OF EMPLOYMENT. (a) DEATH OR DISABILITY. The Executive's employment shall terminated automatically upon the Executive's death during the Employment
Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give
to the Executive written notice in accordance with Section 12(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the
Company
shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive
shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties
with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a
physician selected by the Company of its insurers and acceptable to the Executive or the Executive's legal representative. 



        (b)  CAUSE.
The Company may terminate the Executive's employment during the Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean: 



          (i)  the
willful and continued failure of the Executive to perform substantially the Executive's duties with the Company or one of its affiliated (other than any such
failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board or the Chief Executive Officer of
the Company which specifically identifies the manner in which the Board or Chief Executive Officer believes that the Executive has not substantially performed the Executive's duties, or 



4





 

        (ii)  the
willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. 




For
purposes of this provision, no act or failure to act, on the part of the Executive, shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without
reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the
Board or upon the instructions of the Chief Executive Officer or a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or
omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there
shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board
called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in
the good faith opinion of the Board, the Executive is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail. 



        (c)  GOOD
REASON. The Executive's employment may be terminated By the Executive for Good Reason. For purpose of this Agreement, "Good Reason" shall mean: 


          (i)  the
assignment to the Executive of any duties inconsistent in any respect with the Executive's position (including status, offices, titles and reporting requirement),
authority, duties or responsibilities as contemplated by Section 4(a) of this Agreement, or any other action by the Company which results in a diminution in such position, authority, duties or
responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof
given by the Executive; 


        (ii)  any
failure by the Company to comply with any of the provisions of Section 4(b) of this Agreement, other than in isolated, insubstantial and inadvertent failure
not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; 


        (iii)  the
Company's requiring the Executive to be based at any office or location other than as provided in Section 4(a) (i) (B) hereof or the Company's
requiring the Executive to travel on Company business to a substantially greater extent than required immediately prior to the Effective Date; 



        (iv)  any
purported termination by the Company of the Executive's employment otherwise than as expressly permitted by this Agreement; or 


        (v)  any
failure by the Company to comply with and satisfy Section 11 (c) of this Agreement. 


For
purposes of this Section 5 (c), any good faith determination of "Good Reason" made by the Executive shall be conclusive. Anything in the Agreement to the Contrary notwithstanding, a
termination by the Executive for any reason during the 30-day period immediately following the first anniversary of the Effective Date shall be deemed to be a termination for Good Reason
for all purposes of this Agreement. 


        (d)  NOTICE
OF TERMINATION. Any termination by the Company for Cause, or by the Executive for Good Reason, shall be communicated by Notice of Termination to the other party
hereto given in accordance with Section 12(b) of this Agreement. For purposes of this Agreement, a "Notice of Termination" means a written notice which (i) indicates the specific termination
provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's
employment under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies that termination date (which date
shall be not more than thirty days 


5





 




after the giving of such notice). The failure by the Executive or the Company to set forth in the notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause
shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive
or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive's or the Company's rights hereunder. 



        (e)  DATE
OF TERMINATION. "Date of Termination" means (i) if the Executive's employment is terminated by the Company for Cause, or by the Executive for Good Reason,
the date of receipt of the Notice of Termination or any later date specified therein, as the case may be, (ii) if the Executive employment is terminated by the Company other than for Cause or
Disability, the Date of Termination shall be the date on which the Company notifies the Executive of such termination and (iii) if the Executive's employment is terminated by reason of death or
Disability, the Date of Termination shall be the date of death of the Executive or the Disability Effective Date, as the case may be. 



        6.    OBLIGATIONS
OF THE COMPANY UPON TERMINATION. (a) GOOD REASON; OTHER THAN FOR CAUSE, DEATH OR DISABILITY. If, during the Employment Period, the Company shall
terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: 


          (i)  the
Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: 


        A.    the
sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of
(i) the Recent Annual Bonus and (ii) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting
of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such
higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and
the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case
to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and 



        B.    the
amount equal to the product of (1) three and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and 


        C.    an
amount equal to the contributions to the Executive's account in the Company's Profit Sharing Plan which the Executive would receive if the Executive's employment
continued for three years after the Date of Termination assuming for this purpose that all such contributions are fully vested, and, and assuming that the Company's contribution to the Profit Sharing
Plan in each such year is in an amount equal to the greatest amount contributed by the Company in any of the three years ending prior to the Effective Date. 



        (ii)  for
three years after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy,
the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and
policies described in Section 4 (b) (iv) of the Agreement if the Executive's employment has not been terminated or, if more favorable to the Executive, as in effect generally at any time
thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and
is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such
other plan during such applicable period of eligibility. 


6





 

        (iii)  the
Company shall, at its sole expense as incurred, provide the Executive with out placement services the scope and provider of which shall be selected by the
Executive in his sole discretion; and 


        (iv)  to
the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided
or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be
hereinafter referred to as the "Other Benefits"). 


        (b)  DEATH.
If the Executive's employment is terminated by reason of the Executive's death during the Employment Period, this Agreement shall terminate without further
obligations to the Executive's legal representatives under this Agreement, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations
shall be paid to the Executive's estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of Termination. With respect to the provision of Other Benefits, the term
Other Benefits as utilized in this Section 6 (b) shall include, without limitation, and the Executive's estate and/or beneficiaries shall be entitled to receive, benefits at least equal
to the most favorable benefits provided by the Company and affiliated companies to the estates and beneficiaries of peer executives of the Company and such affiliated companies under such plans,
programs, practices and policies relating to death benefits, if any, as in effect with respect to other peer executives and their beneficiaries at any time during the 120-day period
immediately preceding the Effective Date or, if more favorable to the Executive's estate and/or the Executive's beneficiaries, as in effect on the date of Executive's death with respect to other peer
executive of the Company and its affiliated companies and their beneficiaries. 


        (c)  DISABILITY.
If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Period, this Agreement shall terminate without
further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump
sum in cash within 30 days of the Date of Termination. With respect to the provision of Other Benefits, the term Other Benefits as utilized in this Section 6(c) shall include, and the
Executive shall be entitled after the Disability
Effective Date to receive, disability and other benefits at least equal to the most favorable of those generally provided by the Company and its affiliated companies to disabled executives and/or
their families in accordance with such plans, programs, practices and policies relating to disability, if any, as in effect generally with respect to other peer executives and their families at any
time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive's family, as in effect at any time thereafter generally
with respect to other peer executives of the Company and its affiliated companies and their families. 


        (d)  CAUSE;
OTHER THAN FOR GOOD REASON. If the Executive's employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without
further obligations to the Executive other than the obligation to pay to the Executive (x) his Annual Base Salary through the Date of Termination, (y) the amount of any compensation previously
deferred by the Executive, and (z) Other Benefits, in each case to the extent theretofore unpaid. If the Executive voluntarily terminates employment during the Employment Period, excluding a
termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Obligations and the timely payment or provision of Other Benefits. In
such case, timely payment or provision of Other Benefits. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination. 



        7.    NON-EXCLUSIVITY
OF RIGHTS. Nothing in this Agreement shall prevent or limit the Executive's continuing or future participation in any plan, program, policy or
practice provided by the Company or any of its affiliated companies and for which the Executive may qualify, nor, subject to Section 12 (f), shall anything herein limit or otherwise affect such
rights as the Executive may have 


7





 




under any contract or agreement with the Company or any of its affiliated companies. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy,
practice or program of or any contract or agreement with the Company or any of its affiliated companies at or subsequent to the Date of Termination shall be payable in accordance with such plan,
policy, practice or program or contract or agreement except as explicitly modified by this Agreement. 


        8.    FULL
SETTLEMENT. The Company's obligation to make the payment provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by
any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to
seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether
or not the Executive obtains other employment. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a
result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any
guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment
at the applicable Federal rate provided for in Section 7872(f) (2) (A) of the Internal Revenue Code of 1986, as amended (the "Code"). 


        9.    CERTAIN
ADDITIONAL PAYMENTS BY THE COMPANY. 


        (a)  Anything
in this Agreement to the contrary notwithstanding and except as set forth below, in the event it shall be determined that any payment or distribution by the
Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any
additional payments required under this Section 9) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the
Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be
entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with
respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise tax imposed upon the Gross-Up Payment, the
Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this Section 9 (a), if it shall be
determined that the Executive is entitled to a Gross-Up Payment, but that the Payments do not exceed 110% of the greatest amount (the "Reduced Amount") that could be paid to the Executive
such that the receipt of Payments would not give rise to any Excise Tax, then no Gross-Up Payment shall be made to the Executive and the Payments, in the aggregate, shall be reduced to the
Reduced Amount. 


        (b)  Subject
to the provisions of Section 9 (c), all determinations required to be made under this Section 9, including whether and when a Gross-Up
Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by KPMG Peat Marwick or such other certified
public accounting firm as may be designated by the Executive (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days
of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or
auditor for the individual, entity or group effecting the Change of Control, the Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder
(which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment,
as determined pursuant to this Section 9, shall be paid by the 


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Company to the Executive within five days of the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a
result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting firm hereunder, it is possible that Gross-Up
Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its
remedies pursuant to Section 9 (c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that
has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. 


        (c)  The
Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the
Gross-Up Payment. Such
notification shall be given as soon as practicable but no later than ten business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such
claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which it gives
such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the
expiration of such period that it desires to contest such claim, the Executive shall: 


          (i)  give
the Company any information reasonably requested by the Company relating to such claim, 



        (ii)  take
such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting
legal representation with respect to such claim by an attorney reasonably selected by the Company. 


        (iii)  cooperate
with the Company in good faith in order effectively to contest such claim, and 


        (iv)  permit
the Company to participate in any proceedings relating to such claim; 


provided,
however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and
hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and
payment of costs and expenses. Without limitation on the foregoing provisions of this Section 9 (c), the Company shall control all proceedings taken in connection with such contest and, at its
sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct
the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any
administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay
such claim and sue for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an
after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with
respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested
amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up
Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. 


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        (d)  If,
after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9 (c), the Executive becomes entitled to receive any refund with
respect to such claim, the Executive shall (subject the Company's complying with the requirements of Section 9 (c) promptly pay to the Company the amount of such refund (together with
any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9 (c), a determination is
made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to
the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent
thereof, the amount of Gross-Up Payment required to be paid. 


        10.  CONFIDENTIAL
INFORMATION. The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data
relating to the Company or any of its affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the Executive's employment by the Company or any of
its affiliated companies and which shall not be or become public knowledge (other than by acts by the Executive or representative of the Executive in violation of this Agreement). After termination of
the Executive's employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge
any such information, knowledge or data to anyone other than the Company and those designated by it. In no event shall an asserted violation of the provisions of this Section 10 constitute a
basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement. 



        11.  SUCCESSORS.
(a) This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive
otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive's legal representative. 


        (b)  This
Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. 


        (c)  The
Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or
assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken
place. As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this
Agreement by operation of law, or otherwise. 


        12.  MISCELLANEOUS.
(a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of
conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may
not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives. 


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        (b)  All
notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return
receipt requested, postage prepaid, addressed as follows: 



	IF TO THE EXECUTIVE:	 	Russell Goldsmith

400 North Roxbury Drive

Beverly Hills, CA 90210
	 	 	 
	IF TO THE COMPANY:	 	City National Bank

400 North Roxbury Drive

Beverly Hills, CA 90210

Attention: General Counsel





or
to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee. 


        (c)  The
invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. 


        (d)  The
Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any
applicable law or regulation. 


        (e)  The
Executive's or the Company's failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right the Executive or the
Company may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason
pursuant to Section 5 (c) (l)-(v)of this Agreement, shall not be deemed to be a waiver of such provision or right or any other provision or right of the Agreement. 


        (f)    The
Executive and the Company acknowledge that, except as may otherwise be provided under any other written agreement between the Executive and the Company, the
employment of the Executive by the Company is "at will" and, subject to Section 1(a) hereof, prior to the Effective Date, the Executive's employment and/or this Agreement may be terminated by
either the Executive or the Company at any time prior to the Effective Date, in which case the Executive shall have no further rights under this Agreement. From and after the Effective Date this
Agreement shall supersede any other agreement between the parties with respect to the subject matter hereof. 


        IN
WITNESS WHEREOF, the Executive has hereunto set the Executive's hand and, pursuant to the authorization from its Board of Directors, the Company has caused these presents to be
executed in its name on its behalf, all as of the day and year first above written. 



	 	 	/s/  RUSSELL GOLDSMITH      
 Russell Goldsmith
	 	 	 	 	 
	 	 	 	 	 
	 	 	CITY NATIONAL CORPORATION
	 	 	 	 	 
	 	 	By	 	/s/  RICHARD H. SHEEHAN, JR.      
 Richard H. Sheehan, Jr.

SVP and General Counsel




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Exhibit 10(h)

EMPLOYMENT AGREEMENT