QuickLinks
 -- Click here to rapidly navigate through this document

Exhibit 4.3  


        UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 


        THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. TRANSFERS OF THIS
GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY
SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE. 



        THESE
SECURITIES ARE NOT SAVINGS OR DEPOSIT ACCOUNTS OR OTHER OBLIGATIONS OF ANY BANK OR NONBANK SUBSIDIARY OF CITY NATIONAL CORPORATION AND ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY. 


 
 

CITY NATIONAL CORPORATION
  
    5.125% Senior Note Due 2013    
  



	No. 001	 	CUSIP No.178566AB1







        CITY NATIONAL CORPORATION, a Delaware corporation (herein called the "Company", which term includes any successor
corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to 


 
 

CEDE & CO.    



or
registered assigns, the principal sum of TWO HUNDRED TWENTY FIVE MILLION DOLLARS ($225,000,000) on February 15, 2013 (the "Maturity Date"), and to pay interest on said principal sum
semiannually on February 15 and August 15 in each year (individually referred to as an "Interest Payment Date" and collectively as the "Interest Payment Dates"), commencing
August 15, 2003, at the rate of 5.125% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months, from February 13, 2003, or from the
most recent Interest Payment Date to which interest has been paid or duly provided for, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be the February 1 or August 1 (whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date, provided that interest payable on the Maturity Date shall be payable to the Person to whom the principal hereof is payable. In
the event any Interest Payment Date or the Maturity Date is not a Business Day, principal and interest will be paid on the next succeeding Business Day with the same force and effect as if made on
such date and no interest on such payment will accrue from and after such date. Any such interest not so punctually paid or duly 





 




provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to the Holder of this Security not
less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange upon which the
Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in such Indenture. Payment of the principal of and interest on this Security due on the
Maturity Date will be
made in immediately available funds upon presentation of this Security, provided that it is presented to the Paying Agent in time for the Paying Agent
to make such payment in such funds in accordance with its normal procedures. For the purposes of this Security, "Business Day" means any day, other than a Saturday or Sunday, on which banking
institutions in the City of Los Angeles, California, the City of New York, New York and any place of Payment for the Securities are open for business. Payment of the principal of and interest on this
Security will be made at the office or agency of the Company maintained for that purpose in The City of New York, New York, and if this Security is no longer held in global form, in such coin or
currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that, at
the option of the Company, payment of interest (other than interest payable on the Maturity Date) may be paid by check mailed to the address of the Person entitled thereto as such address shall appear
in the Security Register at the close of business on the Regular Record Date. 



        Unless
the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose. 


        IN
WITNESS WHEREOF, the Company has caused this Security to be duly executed. 



	 	 	CITY NATIONAL CORPORATION
	 	 	By	 	 
	 	 	 	 	
 Title:
	

 	
 	

ATTEST:
	 	 	By:	 	 
	 	 	 	 	
 Title:




 
 

CERTIFICATE OF AUTHENTICATION    
  


        This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 



	U.S. BANK NATIONAL ASSOCIATION

        as Trustee	 	 
	By:	 	 	 	 
	 	 	
 Authorized Officer	 	 





Date:                        , 2003 


2





 
 
 

[REVERSE OF SECURITY]    
  


        This Security is one of a duly authorized issue of notes of the series designated above of the Company (herein called the "Securities"), issued and to be issued
under an indenture dated as of February 13, 2003 for senior debt securities (the "Indenture"), between CITY NATIONAL CORPORATION and U.S. BANK NATIONAL ASSOCIATION, to which the Indenture and
all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially
limited in aggregate principal amount equal to $225,000,000 as of the date of this Security. In addition, the Company may from time to time without the consent of the Holders of Securities create and
issue further securities having the same terms and conditions as the Securities in all respects (or in all respects except for the issue date and issue price) and so that such further issue shall be
consolidated and form a single series with the outstanding securities of this issue (including the Securities) or upon such terms as the Company may determine at the time of their issue.
References herein to the Securities include (unless the context requires otherwise) any other securities issued as described in this paragraph and forming a single series with the Securities. 


        Where
the Indenture or this Security provides for notice to the Holder of this Security of any event, such notice shall be sufficiently given if in writing and mailed, first class,
postage prepaid, to the Holder of this Security at his address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice to the Holder of this Security by mail, then
such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. In any case where notice to Holder of this Security is given
by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to the Holder of this Security shall affect the sufficiency of such notice with respect to other Holders of
the Securities. 


        This
Security may not be redeemed, in whole or in part, prior to the Maturity Date. This Security is not subject to any sinking fund. 


        This
Security shall have the benefit of the covenants and agreements set forth in the Indenture. 


        If
an Event of Default with respect to the Securities shall occur and be continuing, the principal of all the Securities may be declared due and payable in the manner and with the effect
provided in the Indenture. 


        The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders
of the Securities of each series under the Indenture to be affected at any time by the Company with the consent of the Holders of a majority in principal amount of the Outstanding Securities of all
series to be affected (acting as one class). The Indenture also contains provisions permitting the Holders of a majority in principal amount of the Outstanding Securities of each series, on behalf of
the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security. 


        As
provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding, judicial or otherwise, with respect to
the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder has 


3





 




previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than a majority in principal amount of the
Outstanding Securities of this series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder, such Holder or
Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request, the Trustee for 60 days after its receipt of
such notice, request and offer of indemnity has failed to institute such proceeding, and no direction inconsistent with such written request has been given to the Trustee during such
60-day period by the Holders of a majority in principal amount of the Outstanding Securities of this series. The foregoing shall not apply to any suit instituted by the Holder of this
Security for the enforcement of any payment of principal of, premium, if any, and interest on this Security on or after the respective due dates expressed herein. 



        No
reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company which is absolute and unconditional to pay
the principal of premium, if any, and interest on this Security at the times, places and rate, and in the coin or currency herein and in the Indenture prescribed. 


        As
provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register of the Company, upon surrender of
this Security for registration of transfer at the office or agency of the Company in any place where the principal of and interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more
new Securities of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. 


        The
Securities are issuable only in fully registered form without coupons, in denominations of $1,000 and integral multiples thereof. As provided in the Indenture and subject to certain
limitations therein set forth, the Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the
same. 


        The
Securities are issuable in the form of one or more Global Securities and shall be exchangeable for definitive Securities only in the circumstances specified in Section 3.05 of
the Indenture (other than the tenth paragraph thereof). The Depositary for the Securities shall be The Depository Trust Company. 


        No
service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith. 


        Prior
to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary. 


        This
Security shall be construed in accordance with and governed by the laws of the State of New York. 


        All
terms not defined herein shall have the respective meanings ascribed to them in the Indenture referred to herein. 


        Unless
the certificate of authentication hereon has been manually executed by or on behalf of the Trustee under such Indenture, this Security shall not be entitled to any benefits under
such Indenture or be valid or obligatory for any purpose. 


4





 
 
 

[FORM OF ASSIGNMENT]    
  


        For value received                          hereby sell(s),
assign(s) and transfer(s) unto
                                         
       
(please insert address and social security or other identifying number of assignee) the within Security, and hereby irrevocably constitutes and appoints
                        
attorney to transfer the said Security on the books of the Company, with full power of substitution in the premises. 



	 
	 
	 	 

	Dated:	 	 	 
	 	
	 	 
	

	
 	

 
	

 Signature(s)	
 	

 





Signature(s)
must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee
medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15. 



	 
	 	 

	
 Signature Guarantee	 	 




5





 
 
 

SCHEDULE OF INCREASES OR DECREASES    
  


        The initial principal amount of this Global Security is U.S. $225,000,000. The following increases or decreases in this Global Security have been made: 



	Date of Exchange
	 	Amount of increase in Principal Amount of this Global Security
	 	Amount of decrease in Principal Amount of this Global Security
	 	Principal Amount of this Global Note following such increase or decrease
	 	Signature of authorized signatory of Trustee





6









QuickLinks


CITY NATIONAL CORPORATION 5.125% Senior Note Due 2013

CEDE & CO.

CERTIFICATE OF AUTHENTICATION

[REVERSE OF SECURITY]

[FORM OF ASSIGNMENT]

SCHEDULE OF INCREASES OR DECREASES