Exhibit 4.10


 


DECLARATION
OF TRUST

OF

CITY NATIONAL CAPITAL TRUST I


 


THIS DECLARATION OF TRUST is made as of November 30,
2009 (this “Declaration of Trust”), by and among City National
Corporation, a Delaware corporation, as sponsor (the “Sponsor”), The Bank
of New York Mellon Trust Company, N.A., a national banking association, as
institutional trustee (the “Institutional Trustee”), BNY Mellon Trust of
Delaware, a Delaware banking corporation, as Delaware trustee (the “Delaware
Trustee,” and together with the Institutional Trustee, the “Issuer
Trustees”) and Michael B. Cahill and Donald Riechel, as administrative
trustees (each an “Administrative Trustee” and jointly, the “Administrative
Trustees”).  The Sponsor, the Issuer
Trustees and the Administrative Trustees hereby agree as follows:


 


1.                                    The
trust created hereby shall be known as “City National Capital Trust I” (the “Trust”),
in which name the Issuer Trustees or the Sponsor, to the extent provided
herein, may conduct the business of the Trust, make and execute contracts on
behalf of the Trust, and sue and be sued on behalf of the Trust.


 


2.                                    The
Sponsor hereby assigns, transfers, conveys and sets over to the Trust the sum
of $10.  Such amount shall constitute the
initial trust property.  It is the
intention of the parties hereto that the Trust created hereby constitute a
statutory trust under Chapter 38 of Title 12 of the Delaware Code, 12  Del. C. § 3801 et seq. (the “Statutory
Trust Act”), and that this Declaration of Trust constitute the governing
instrument of the Trust.  The Issuer
Trustees and the Administrative Trustees are hereby authorized and directed to
execute and file a certificate of trust in the office of the Secretary of State
of the State of Delaware in such form as they may approve.


 


                                                The
Sponsor, the Issuer Trustees and the Administrative Trustees will enter into an
amended and restated Declaration of Trust (the “Amended and Restated
Declaration of Trust”) satisfactory to each such party, to provide for the
contemplated operation of the Trust created hereby and the issuance by the
Trust of the preferred securities (the “Preferred Securities”) and common
securities referred to therein.  Prior to
the execution and delivery of such Amended and Restated Declaration of Trust,
the Issuer Trustees shall not have any duty or obligation hereunder or with
respect of the trust property, except as otherwise required by applicable law
or as may be necessary to obtain prior to such execution and delivery any
licenses, consents or approvals required by applicable law or otherwise.  Notwithstanding the foregoing, the Issuer
Trustees may take all actions which the Sponsor deems necessary, convenient or
incidental to effect the transactions contemplated herein and as the Issuer
Trustees shall be directed in writing by the Sponsor.  The Delaware Trustee is appointed to serve as
the trustee of the Trust in the State of Delaware for the sole purpose of
satisfying the requirement of Section 3807(a) of the Delaware Statutory Trust
Act that the Trust have at least one trustee with a principal place of business
in the State of Delaware.  It is
understood and agreed by the parties hereto that the Delaware Trustee shall
have none of the duties or liabilities of the other trustees.  The duties of the Delaware Trustee shall be
limited to (i) accepting legal process served on the Trust in the State of
Delaware and (ii) the execution of any certificates required to be filed with
the Delaware Secretary of State which the Delaware Trustee is required to
execute under Section 3811 of the Delaware Statutory Trust Act.


 


3.                                    Each
of the Sponsor, as the sponsor of the Trust, and any Administrative Trustee is
hereby authorized, in its discretion, acting individually or collectively, (i) to
file with the Securities and Exchange Commission (the “Commission”) and
execute, in each case on behalf of the Trust, (a) the Registration
Statement on such form as the Sponsor determines (the “1933 Act Registration
Statement”), including any pre-effective or post-effective amendments to
the 1933 Act Registration Statement (including the preliminary or final
prospectus, prospectus


 

















 


supplements and the
exhibits contained therein), relating to the registration under the Securities
Act of 1933, as amended, of any or all of the Preferred Securities and (b) a
Registration Statement on such appropriate form as the Sponsor determines (the “1934
Act Registration Statement”) (including all pre-effective and
post-effective amendments thereto) relating to the registration of any or all
of the Preferred Securities of the Trust under the Securities Exchange Act of
1934, as amended; (ii) to file with the New York Stock Exchange or any
other national stock exchange or The Nasdaq National Market (each, an “Exchange”)
and execute on behalf of the Trust one or more listing applications and all
other applications, statements, certificates, agreements and other instruments
as shall be necessary or desirable to cause any or all of the Preferred
Securities to be listed on any of the Exchanges; (iii) to file and execute
on behalf of the Trust such applications, reports, surety bonds, irrevocable
consents, appointments of attorney for service of process and other papers and
documents as shall be necessary or desirable to register any or all of the Preferred
Securities under the securities or blue sky laws of such jurisdictions as the
Sponsor, on behalf of the Trust, may deem necessary or desirable; (iv) to
execute and deliver letters or documents to, or instruments for filing with, a
depository relating to any or all of the Preferred Securities; and (v) to
execute on behalf of the Trust an underwriting agreement or agreements relating
to any or all of the Preferred Securities, among the Trust, the Sponsor and the
several underwriters named therein, in the form negotiated by the Sponsor, on
behalf of the Trust.  In the event that
any filing referred to in clauses (i), (ii) or (iii) above is
required by the rules and regulations of the Commission, an Exchange or
state securities or blue sky laws, to be executed on behalf of the Trust by any
of the Administrative Trustees, each of the Administrative Trustees is hereby
directed to join in any such filing and to execute on behalf of the Trust any
and all of the foregoing.


 


4.                                    This
Declaration of Trust may be executed in one or more counterparts, each of which
when so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.


 


5.                                    The
number of trustees of the Trust initially shall be four and thereafter the
number of trustees of the Trust shall be such number as shall be fixed from
time to time by a written instrument signed by the Sponsor which may increase
or decrease the number of trustees of the Trust; provided, however,
that to the extent required by the Statutory Trust Act, one trustee of the
Trust shall either be a natural person who is a resident of the State of
Delaware or, if not a natural person, an entity which has its principal place
of business in the State of Delaware and otherwise meets the requirements of
applicable Delaware law.  Subject to the
foregoing, the Sponsor is entitled to appoint or remove without cause any
trustee of the Trust at any time.  Any
trustee of the Trust may resign upon thirty (30) days’ prior notice to the
Sponsor.


 


6.                                    The
Sponsor hereby agrees, to the fullest extent permitted by applicable law, to (i) reimburse
the Issuer Trustees for all reasonable expenses (including reasonable fees and
expenses of counsel and other experts) and (ii) indemnify, defend and hold
harmless the Issuer Trustees and any of the officers, directors, employees and
agents of the Issuer Trustees (the “Indemnified Persons”) from and
against any and all losses, damages, liabilities, claims, actions, suits,
costs, expenses, disbursements (including the reasonable fees and expenses of
counsel), taxes and penalties of any kind and nature whatsoever (collectively, “Expenses”),
to the extent that such Expenses arise out of or are imposed upon or asserted
at any time against such Indemnified Persons with respect to the performance of
this Declaration of Trust, the creation,


 


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operation or termination
of the Trust or the transactions contemplated hereby; provided, however,
that the Sponsor shall not be required to indemnify any Indemnified Person for
any Expenses which are a result of the willful misconduct, bad faith or
negligence of such Indemnified Person.


 


7.                                    The
Trust may be dissolved without issuing any preferred securities at the election
of the Sponsor.


 


8.                                    This
Declaration shall be governed by, and construed in accordance with, the laws of
the State of Delaware (without regard to conflict of laws principles).


 


[SIGNATURE PAGES FOLLOW]


 


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IN WITNESS WHEREOF, the parties hereto have caused
this Declaration of Trust to be duly executed as of the day and year first
above written.


 


	
   

  	
  CITY NATIONAL
  CORPORATION,

  
	
   

  	
  as Sponsor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael B. Cahill

  
	
   

  	
  Name:

  	
  Michael B. Cahill

  
	
   

  	
  Title:

  	
  Executive Vice President,
  General Counsel and

  
	
   

  	
   

  	
  Secreatry

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK
  MELLON TRUST

  
	
   

  	
  COMPANY, N.A., as
  Institutional Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Teresa Petta

  
	
   

  	
  Name:

  	
  Teresa Petta

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BNY MELLON TRUST OF
  DELAWARE,

  
	
   

  	
  as Delaware Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kristine K. Gullo

  
	
   

  	
  Name:

  	
  Kristine K. Gullo

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Michael B. Cahill

  
	
   

  	
  Michael B. Cahill, as
  Administrative Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Donald Riechel

  
	
   

  	
  Donald Riechel, as
  Administrative Trustee