Exhibit 10.1  EMPLOYMENT
AGREEMENT  THIS EMPLOYMENT AGREEMENT is made as of the 15th day of May, 2003 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 are 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, 2003 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 Three Hundred Fifty Thousand Dollars
($350,000) during the term hereof.  In addition, on May 15, 2003, CNC
shall transfer title to Goldsmith of that certain 1987 Mercedes 560 SEL
automobile with an approximate value of Six Thousand Dollars ($6,000), and,
commencing May 15, 2003, CNC shall pay Goldsmith a car allowance of One
Thousand Dollars ($1,000) per month during the term of this Agreement in lieu
of providing Goldsmith with the use of any CNC-owned automobile.  1


5.Incentive Bonus.  For the fiscal
years 2003 and 2004, Goldsmith shall be eligible for an annual incentive bonus
based upon company and individual performance, with a target of 55% of Goldsmiths
then annual salary, but in no event shall the bonus paid for these fiscal years
exceed $150,000, nor shall the total amount paid to Mr. Goldsmith pursuant
to Paragraphs 4 and 5 of this Agreement with respect to any fiscal year of CNC
and CNB after 2003 exceed $500,000.  The parties hereto recognize that
incentive bonuses paid 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 after 2003 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 $500,000 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).  Nothing in this Agreement
affects or modifies the parties rights and obligations with respect to the
Joint Policy.  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  2


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 and CNB 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)  3


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  4


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 A 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.  5


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 BANK  City National Corporation/City
National Bank
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.  6


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.  7


IN
WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as
of the date first above written at Beverly Hills, California.   CITY
  NATIONAL CORPORATIONBy:
  /s/
  Frank P. Pekny
  
  /s/
  Bram GoldsmithFrank Pekny
  
  Bram GoldsmithExecutive
  Vice PresidentCITY
  NATIONAL BANKBy:
  /s/
  Frank P. PeknyFrank PeknyVice
  Chairman  8


EMPLOYMENT
AGREEMENT  AGREEMENT by and between City National Corporation,
a Delaware corporation (the Company)
and             (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  9


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 for 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 of 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  10


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
second 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
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  11


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 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  12


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.  (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, of 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 terminate 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  13


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  (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.  14


(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 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  15


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)    
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     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  16


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     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.  (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  17


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 or otherwise affect such
rights as the Executive may have 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,  18


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 Company. In the event
that the Accounting Firm is serving as accountant or auditor for  19


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 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;  provide,
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  20


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.  (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  21


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.  (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 certified mail, return receipt requested, postage
prepaid, addressed as follows:  IF
TO THE EXECUTIVE:  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  22


writing
in accordance herewith. Notice and communications shall be effective when
actually received by the addressee.  (c) The invalidity of 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)  (i) -
(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 of 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.   CITY
  NATIONAL CORPORATIONBy
  /s/ RICHARD SHEEHAN, JR.Richard
  Sheehan, Jr.  23