Exhibit
10(p)


CITY
NATIONAL CORPORATION


 


SUMMARY
SHEET OF DIRECTOR COMPENSATION


 


Set forth below is a summary of the
compensation paid by City National Corporation (the “Corporation”) and City
National Bank (the “Bank”), a wholly-owned subsidiary of the Corporation
(collectively, the “Company”), to the Board of Directors of the Corporation and
the Bank, as of the date of filing of the Corporation’s Annual Report on Form
10-K for the year ended December 31, 2004 (“Form 10-K”).  Each of the current directors of the
Corporation is also a director of the Bank.


 


1.  Employee-Directors:  Directors who are employees of the Company receive
no compensation for service as Directors.


 


2.  Non-Employee Directors.


 


• Fees.  The Company pays the following cash fees to
its non-employee directors for attendance at Board and Committee meetings and
for serving as Committee Chairs:


 




	
  Board of Director Meeting Fees

  	
   

  	
  $

  	
  2,000

  	
   

  
	
  Committee Meeting Fees

  	
   

  	
  $

  	
  1,500

  	
   

  
	
  Annual Retainer for Chair of Board Committees(1)

  	
   

  	
  $

  	
  3,000
  - $10,000

  	
   

  














(1) Effective October 27, 2004, upon the
recommendation of the Compensation, Nominating & Governance Committee (“CN&G
Committee”) and with advice of an independent consulting firm, the Board
increased the annual retainers of the Audit Committee Chair from $5,000 per
year to $10,000 per year and the CN&G Committee Chair from $3,000 per year
to $5,000 per year.  The chairs of the
Directors Trust Committee and the Community Reinvestment Act Committee each
receive an annual fee of $3,000.  The
retainers are paid bi-annually in January and July.


 


In addition, the Company reimburses non-employee
directors for travel expenses incurred in connection with attending Board,
Committee and shareholder meetings, and for other Company-business related
expenses (including the travel expenses of spouses if they are specifically
invited to attend the event for appropriate business purposes).


 


• Director
Stock Options.  Pursuant
to the Corporation’s Amended and Restated 2002 Omnibus Plan (the “Amended 2002
Plan”), an automatic annual grant of 500 discounted stock options (“DSOs”) was
made to each non-employee director on the date of the 2004 annual stockholders meeting
(“DSOs “) at an exercise price of $1.00 per share.  The DSOs vested six months after grant and
expire ten years after grant.  In order
to conform the grant of equity compensation awarded to non-employee directors
to the requirements of Section 409A of the Internal Revenue Code, enacted as
part of the American Jobs Creation Act of 2004 (“Section 409A”), after
consultation with an independent consulting group, the CN&G Committee has
recommended to the Board that the automatic annual grants of DSOs be
discontinued effective as of the 2005 annual stockholders meeting and the
provision of the Amended 2002 Plan permitting such grants be deleted.  On March 9, 2005, the Board approved that
recommendation.  In place of the DSO
grants, the Board has approved the payment of an “Annual Award” to each
non-employee director as described below.


 


• Annual Award.  On the date of each annual stockholders
meeting, each non-employee director will be entitled to receive an “Annual
Award” in cash in an amount equivalent to the value of 500 shares of the
Corporation’s common stock based on the closing price reported on the NYSE the
prior business day.  This cash payment
will not be eligible for deferral under the Director Deferred Compensation
Plan.  In order to align the directors’
compensation with stockholders’ interests, each director will be required to
use 50% percent of the gross amount of the Annual Award to purchase shares of
the Corporation’s stock on the open market within six months from the date of
the annual meeting. This stock purchase requirement for non-employee directors will
be included in the Company’s Corporate Governance Guidelines.


 


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• 2000 City National Bank
Director Deferred Compensation Plan.  The Bank’s 2000 Director Deferred
Compensation Plan allows non-employee directors to elect each year to defer up
to 100% of their director meeting fees and annual committee chair retainers. (See
Exhibit  10(s) to Form 10-K for more
information.)


• Director Stock Ownership
 It is the policy of the Board that each
non-employee director, to enhance his or her ownership in the Corporation and
to better align the Board with the interests of the stockholders, is required
over three years to accumulate and own at least $100,000 worth of  the Corporation’s stock.  There are additional stock ownership
requirements for employee-directors based on multiples of their salary, which
requirements range from ownership of stock in an amount equal to 5x salary for
the CEO to 3.5x salary for the other employee-directors.  For more information about the stock
ownership requirements for both directors and officers, see Appendix A to the
Guidelines on the CNC Corporate Governance Web Page.


 


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