Company Name:City National Corp.
Public Availability Date: January 17, 2008

Document Sections:

INQUIRY LETTER
STAFF REPLY LETTER

[INQUIRY LETTER]

December 20, 2007

Securities and Exchange Commission
Division of Corporation Finance
101 F Street, N.E.
Washington, D.C. 20549

Attention: Office Of Chief Counsel

Re: 2008 City National Corporation Proxy Statement Stockholder Proposal of Gerald Armstrong

Ladies and Gentlemen:

Pursuant to Rule 14a-8(j) promulgated under the Securities Exchange Act of 1934, as amended (the "Act"), City National Corporation ("CNC" or the "Company") respectfully requests the concurrence of the staff of the Division of Corporation Finance (the "Staff") of the Securities and Exchange Commission (the "Commission") that it will not recommend any enforcement action to the Commission if the shareholder proposal described below is omitted from CNC's proxy statement and form of proxy (the "Proxy Materials") for the Company's Annual Meeting of Shareholders scheduled for April 23, 2008. Gerald Armstrong (the "Proponent") has submitted for inclusion in the 2008 Proxy Materials a proposal and supporting statement requesting that the Board of Directors take the steps necessary to eliminate classification of terms of the Board of Directors and to require that all Directors stand for election annually (the "Proposal"; see Exhibit A). The Company proposes to omit the Proposal from its 2008 Proxy Materials for the reasons set forth below.

Untimely Submission Under Rule 14a-8(e)

The Proposal was received after the deadline for submission of stockholder proposals contained in the Company's 2007 Proxy Statement. With respect to a proposal submitted for a regularly scheduled annual meeting, Rule 14a-8(e)(2) provides that if the current year's annual meeting is within 30 days of the previous year's annual meeting, the proposal must be received at the company's principal executive offices not less than 120 calendar days before the date of the company's proxy statement released to shareholders in connection with the previous year's annual meeting. Pursuant to Rule 14a-8(e)(1), in its 2007 Proxy Statement, CNC informed stockholders that the deadline for submission of stockholder proposals for inclusion in the Company's Proxy Materials for its 2008 Annual Meeting of Stockholders was November 20, 2007 (see Exhibit B). CNC calculated the deadline in accordance with Rule 14a-8(e). The date of this year's annual meeting, April 23, 2008, is within 30 days of the date of last year's annual meeting, April 25, 2007, so the 120-day standard applies. November 20, 2007 is 120 days before March 19, which is the date CNC released its 2007 Proxy Materials.

The Proponent sent the Proposal to CNC in Los Angeles, California via US Certified Mail on November 13, 2007 from Denver, Colorado (USPS Certified Mail Article.# 7004 2510 0004 8299 0982). (See Exhibit C). However, it was not received by CNC until November 21, 2007, one day after the November 20, 2007 deadline. In this connection, Michael Sundifu, one of the Company's mail clerks, signed a United States Postal Service Receipt for the Proposal showing the date of delivery as November 21, 2007 (see Exhibit D). Moreover, entering Certified Mail Article # 7004 2510 0004 8299 0982 into the United States Postal Service's Internet "Tract and Confirm" website confirms conclusively that the Proposal was not delivered to the Company until November 21, 2007 at 10:19 am, one day after the Company's published deadline (see Exhibit E). As such, the Proposal was untimely received, and is subject to exclusion under Rule 14a-8(e)(2).

The Staff has made it very clear that it will strictly enforce the deadline for the submission of proposals without inquiring as to reasons for failure to meet the deadline, even in cases where a proposal is received only one day late. International Business Machines Corporation (December 5, 2006) and Smithfield Foods, Inc. (June 4, 2007).

Mr. Armstrong is a very experienced stockholder proponent, having filed proposals with many financial institutions and other public companies for more than 30 years. As he points out himself in his Proposal, many of his submissions to other public companies have been successful. However, in this case, he failed to adhere to the submission deadline under Rule 14a-8(c)(2). As Mr. Armstrong undoubtedly knows (see, e.g., RPM International, Inc. (October 26, 2007), in which another of Mr. Armstrong's proposals was recently excluded for missing the deadline), this is a deficiency that cannot be remedied under Rule 14a-8(f). As such the Company now respectfully requests the concurrence of the Staff that the Proposal may properly be excluded from the Company's Proxy Materials for its 2008 Annual Meeting under Rules 14a-8(e)(2) and (f).

We note that the Proponent sent a prior letter to the Company dated September 20, 2007 (see Exhibit F) asking that the Company's Board of Directors and its Governance Committee consider the issue of electing directors annually rather than for three year terms1. He indicated that depending on what the Board determined, he may subsequently present a shareholder proposal at "the proper time." Not only was this earlier letter not a proposal under Rule 14a-8, it also demonstrates that Mr. Armstrong was aware that there was a "proper time" within which to present a formal shareholder proposal, which he later attempted to do.

Failure to Meet Eligibility Requirements of Rule 14a-8(b) and Provide Evidence of Eligible Share Ownership Under Rule 14a-8(f)(1)

Mr. Armstrong has also not provided evidence of his eligible share ownership of the Company's stock. As a result, CNC believes that the Proposal may also be omitted under Rule 14a-8(f)(1) because Mr. Armstrong did not provide evidence of his eligibility to submit a proposal within the 14-day deadline provided.

Pursuant to Rule 14a-8(b)(1), in order to be eligible to submit a proposal a shareholder must have continuously held at least $2,000 in market value, or 1%, of the Company's securities entitled to be voted at the annual meeting for at least one year by the date that the shareholder submitted the proposal. In the cover letter submitted with the Proposal, Mr. Armstrong declared himself as (a) "a shareholder for more than one year" and (b) "the owner in excess of $2,000.00 worth of voting stock, 297 shares" (see Exhibit A). Mr. Armstrong did not state that he had held at least $2,000 of our stock continuously for one year. This is probably because, as our subsequent review of our stock transfer records (as maintained by Continental Stock Transfer & Trust Co, the Company's transfer agent), suggests, Mr. Armstrong was the record holder of only 26 of our shares throughout the one year period. He appears to have acquired the remainder of his 271 shares in either March or September 2007, in each case well into the one year ownership period. The value of the 26 shares that Mr. Armstrong does appear to have held of record for one year is less than $2,000 as calculated in accordance with the guidance provided by the Division of Corporation Finance in its Staff Legal Bulletin No. 14, Section C (1).

Pursuant to Rule 14a-8(f)(1), within 14 calendar days of receiving Mr. Armstrong's Proposal, by letter dated November 30, 2007, the Company notified Mr. Armstrong that it had not received evidence that he satisfied the ownership requirement, and informed him of what would constitute appropriate documentation under Rule 14a-8(b). (The Company also notified him of his failure to meet the deadline for submissions, although it was not required to do so.) ("Notice of Defect" see Exhibit H). The Notice of Defect was delivered to Mr. Armstrong by Federal Express on December 4, 2007 (see Exhibit I). The deadline for Mr. Armstrong to reply was December 18, 2007. To date, the Company has not received any response to the Notice of Defect nor any other correspondence from Mr. Armstrong regarding the Proposal. As a result, Mr. Armstrong has failed to provide us with the requisite evidence that he has satisfied the ownership requirement for at least one year. As noted above, Mr. Armstrong has over 30 years' experience submitting proposals, probably longer than any other proponent active today, and therefore is surely well aware of the ownership requirements and how to substantiate them, and presumably would have satisfied them if he could.

The Staff regularly concurs with company's decisions to omit proposals when the proponent fails to provide the requisite evidence of ownership. Recent examples in which the Staff concurred in the exclusion of proposals in which, as in our situation, the proponent ignored the company's notice of defect, include: Occidental Petroleum Corporation (November 21, 2007) and Dell Inc. (April 2, 2007).

For the foregoing reasons, we intend to omit the Proposal from our 2008 Proxy Materials, and we respectfully request your confirmation that the Staff will not recommend enforcement action in connection therewith.

In accordance with Rule 14a-8(j), we are submitting this letter to the Commission no later than 80 calendar days before March 17, 2008, the earliest date the Company expects to file its definitive proxy statement and form of proxy with the Commission. Also in accordance with Rule 14a-8(j), the Proponent is being informed of the Company's intention to omit the Proposal from its 2008 Proxy Materials by sending him a copy of this letter and its exhibits. The Proponent is respectfully requested to copy the undersigned on any response that he may choose to make to the Staff. Seven copies of this letter are enclosed. Please acknowledge receipt by stamping and returning one in the enclosed self-addressed stamped envelope.

As noted above, CNC plans to begin mailing its Proxy Materials on or about March 17, 2008. In order to meet our printing schedule, we would appreciate receiving your response no later than March 3, 2008. If you have any questions, require further information, or wish to discuss this matter, please call me at 213-673-9516.

Very truly yours,

/s/

Jean A. Cooper
Senior Vice President and Senior Counsel

Enclosures

cc: Gerald Armstrong (w/encl.)
Michael B. Cabill, Esq. (w/ encl.)
820 Sixteenth Street, No. 705
Denver, Colorado 80202-3227

The Corporate Secretary
CITY NATIONAL CORPORATION
400 North Roxbury Drive
Beverly Hills, California 90210

Greatings:

Pursuant to Rule X-14 of the Securites and Exchange Commission, this letter is formal notice to the management of City National corporation, at the coming annual meeting in 2008, I, Gerald R. Armstrong, a shareholder for more than one year and the owner of in excess of $2,000[text illegible] worth of voting stock, [text illegible] shares, shares which I intend to own for all of my life, will cause to be introduced from the floor of the meeting, the attached resolution.

I will be pleased to withdraw the resolution if a sufficient amendment is supported by the board of directors and presented accordingly.

I ask that if management intends to oppose this resolution, my name, address, and telephone Gerald R. Armstrong,820 Sixteenth Street, No. 705, Denver, Colorado, 80202-3727, 303-355-1199, together with the number of shares owned by [text illegible] recorded on the stock ledgers of the corporations be printed in the proxy statements together with the text of the resolution and the statement of reasons for introductions also ask that the substance of the resolution be included in the notice of hte annual meeting and on managements from of proxy.

Yours for "Dividends and Democracy"

Gerald R. Armstrong, Shareholder

Certified mail No. 700 [text illegible] 0004 8299 0902

RESOLUTION

That the shareholders of CITY NATIONAL CORPORATION request its Board of Directors to take the steps necessary to elimate classification of terms of the Board of Directors to require that all Directores stand for election annually. the board declassification shall be completed in a manner that does not affect the unexpired terms of the previously-elected Directores.

STATEMENT

The proponent believes the election of directors is the stronest way that shareholders [text illegible] the directores of any corporation. currently, our board of directors is divided into three classes with each class serving three-year teners. Because of this structure, shareholders may only vote for sharholders because it requires accountability.

U.S. Bancorp, Associated Banc-Corp, Piper Jaffray Companies, Fifth-Third Bancorp, Pan Pacific Retail Properites, Qwest Communications International, Xcel Energy Creater, Bay Bancorp, North Valley Bancorp, Pacific Continental Corporation Corporation, Regions Financial Corporation, CoBiz Financial Inc., Marshall's [text illegible] Corporaion and [text illegible]Financial, [text illegible] amoung the corporaions electing direcors annually because of the efforts of the proponent.

The performance of our management and our Board of Directors is now being more strongly tested due to economic conditions and the accountability for performance must be given to the shareholders whose [text illegible] has been entrusted to the form of share investments.

A study by researchers at Harvard Business School and the University of Pennsylvania's [text illegible] Schoole titled "Corporate Convernance and Equility Prices" (Quarterly Journal of Economics, February [text illegible] 2003); looked at the relationship between corporate governance [text illegible] (including classified boards) and firm performance. The study found a significant positive link between governance and [text illegible] favoring shareholders (such as annual directors election) and firm value.

While management may argue that directors need and deserve continuity management should become aware that contibility and [text illegible] may be best assured when their performance as directors is exemplanry and is deemed beneficial to the best interest of the corporaion and its shareholders.

The proponent regards as unfounded the concern expressed by some that annual election of all directors could leave complanies without experienced directors in the event that all [text illegible] are voted out by shareholders in the unlikely event that shareholdrs do vote to replace all directors such a decsion would express dissatisfaction with the [text illegible] directores and [text illegible] need for change.

If you agree that shareholders may benefit from greater accountablity [text illegible] by annual election of all directors please vot "FOR" this proposal.

-----FOOTNOTES-----

1 The Chairman of the Compensation, Nominating & Governance Committee replied to Mr. Armstrong in writing that the Governance Committee would discuss the issue raised by him ("CNC Reply," see Exhibit G-1). The CNC Reply was delivered by Federal Express to Mr. Armstrong's residence on November 1, 2007 (see Exhibit G-2)

[STAFF REPLY LETTER]

January 17, 2008

Response of the Office of Chief Counsel Division of Corporation Finance
Re: City National Corporation
Incoming letter dated December 20, 2007
The proposal relates to the annual election of directors.

There appears to be some basis for your view that CNC may exclude the proposal under rule 14a-8(e)(2) because CNC received it after the deadline for submitting proposals. We note in particular your representation that CNC did not receive the proposal until after this deadline. Accordingly, we will not recommend enforcement action to the Commission if CNC omits the proposal from its proxy materials in reliance on rule 14a-8(e)(2). In reaching this position, we have not found it necessary to address the alternative basis for omission upon which CNC relies.

Sincerely,

/s/

Heather L. Maples
Special Counsel