Exhibit
4.2


 




 


 





FIRST SUPPLEMENTAL
INDENTURE


 


between


 


CITY NATIONAL
CORPORATION


as Issuer


 


and


 


THE BANK OF NEW
YORK MELLON TRUST COMPANY, N.A.


as Trustee


 


DATED AS OF
DECEMBER 8, 2009




 


 





 


Supplement to
Junior Subordinated Indenture dated as of December 8, 2009


 

















 


FIRST SUPPLEMENTAL
INDENTURE, dated as of December 8, 2009 (this “First Supplemental
Indenture”), among CITY NATIONAL CORPORATION, a corporation duly organized and
existing under the laws of the State of Delaware (hereinafter called the “Company”),
having its principal office at 555 South Flower Street, Los Angeles,
California, 90071 and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a
national banking association organized and existing under the laws of the
United States of America, as Trustee (hereinafter called the “Trustee”).


 


RECITALS


 


WHEREAS, the Company and
the Trustee have entered into that certain Indenture, dated as of December 8,
2009 (the “Indenture”), providing for the issuance from time to time of
Securities (as defined in the Indenture);


 


WHEREAS, pursuant to Section 2.1
and 3.1 of the Indenture, the Company desires to provide for the establishment
of a new series of Securities under the Indenture to be known as its 9.625%
Junior Subordinated Debt Securities due 2040, the form and substance of such
Securities and the terms, provisions and conditions thereof to be set forth as
provided in the Indenture and this First Supplemental Indenture;


 


WHEREAS, the conditions
set forth in the Indenture for the execution and delivery of this First
Supplemental Indenture have been satisfied; and


 


WHEREAS, all things
necessary to make this First Supplemental Indenture a valid agreement of the
Company and the Trustee, in accordance with its terms, and a valid amendment
of, and supplement to, the Indenture have been done.


 


NOW, THEREFORE, in
consideration of the premises and the purchase of the Securities by the Holders
thereof from time to time on or after the date hereof, it is mutually
covenanted and agreed, for the equal and proportionate benefit of all such
Holders, that the Indenture is supplemented and amended, to the extent and for
the purposes expressed herein, as follows:


 


ARTICLE I


 


DEFINITIONS


 


Section 1.1       Capitalized terms not otherwise defined
herein shall have the meanings set forth in the Indenture.


 


Section 1.2       In addition, the following terms used in
this First Supplemental Indenture have the following respective meanings:


 


“Capital Treatment
Event” means the reasonable determination by the Company that, as a result
of:  (1) any amendment to, or change
in, the laws or regulations of the United States or any political subdivision
of or in the United States that is enacted or becomes effective after the
initial issuance of the Trust Preferred Securities; (2) any proposed
change in such laws or regulations that is announced after the initial issuance
of the Trust Preferred Securities; or (3) any official administrative
decision or judicial decision or administrative action or other


 

















 


official pronouncement
interpreting or applying such laws or regulations that is announced after
initial issuance of the Trust Preferred Securities, there is more than an
insubstantial risk of impairment of the Company’s ability to treat the Trust
Preferred Securities as Tier 1 capital (or the then equivalent thereof) for
purposes of the capital adequacy guidelines of the Federal Reserve (or any
successor regulatory authority with jurisdiction over bank holding companies),
as then in effect and applicable to the Company; provided, however, that the
distribution of the Junior Subordinated Debt Securities in connection with the
liquidation of the Trust by the Company shall not in and of itself constitute a
Capital Treatment Event unless such liquidation shall have occurred in
connection with a Tax Event.


 


“Company” has the
meaning set forth in the Recitals.


 


“Declaration of Trust”
has the meaning set forth in Section 2.1(a) hereof.


 


“Existing Parity Obligations” means the junior
subordinated debt securities originally issued by Business Bank Corporation in
connection with the November 2004 offering of capital securities by
Business Bancorp Capital Trust I and the guarantee thereof by the Company (as
successor to Business Bank Corporation).


 


“Federal Reserve”
means the Board of Governors of the Federal Reserve System and the Federal
Reserve Bank of San Francisco, or its successor as the Company’s primary
federal banking regulator.


 


“First Supplemental
Indenture” has the meaning set forth in the Recitals.


 


“Indenture” has
the meaning set forth in the Recitals.


 


“Junior Subordinated
Debt Securities” has the meaning set forth in Section 2.1(a) hereof.


 


“Tax Event” means
the receipt by the Company or the Trust of an opinion of counsel  experienced in such matters, to the effect
that, as a result of:  any amendment to
or change (including any prospective proposed change announced after the
original issuance of the Trust Preferred Securities) in the laws or regulations
of the United States or any political subdivision or taxing authority thereof
or therein, or any official administrative decision or judicial decision or
administrative action or other official pronouncement interpreting or applying
the laws enumerated in the preceding clause, there is more than an
insubstantial risk that:  (i) the
Trust is, or will be within 90 days of the date of such opinion, subject to
United States federal income tax with respect to income received or accrued on
the Junior Subordinated Debt Securities; (ii) interest payable by the
Company on the Junior Subordinated Debt Securities is not, or within 90 days of
the date of such opinion, will not be, deductible by the Company, in whole or
in part, for United States federal income tax purposes; or (iii) the Trust
is, or will be within 90 days of the date of such opinion, subject to more than
a de minimis amount of other taxes, duties, assessments or other governmental
charges.


 


“Treasury Dealer”
means J.P. Morgan Securities Inc. (or its successor) or, if J.P. Morgan
Securities Inc. (or its successor) refuses to act as Treasury Dealer for this
purpose or ceases to be a primary U.S. Government securities dealer, another
nationally recognized investment banking firm that is a primary U.S. Government
securities dealer specified by the Company for these purposes.


 


“Treasury Rate”
means the semi-annual equivalent yield to maturity of the Treasury Security
that corresponds to the Treasury Price (calculated in accordance with standard
market practice and computed as of the second trading day preceding the date of
the redemption).


 


-2-

















 


“Treasury Security”
means the United States Treasury security that the Treasury Dealer determines
would be appropriate to use, at the time of determination and in accordance
with standard market practice, in pricing the Junior Subordinated Debt
Securities being redeemed in a tender offer based on a spread to United States
Treasury yields.


 


“Treasury Price”
means the bid-side price for the Treasury Security as of the third trading day
preceding the Redemption Date, as set forth in the daily statistical release
(or any successor release) published by the Federal Reserve Bank of New York on
that trading day and designated “Composite 3:30 p.m. Quotations for U.S.
Government Securities,” except that:  (1) if
that release (or any successor release) is not published or does not contain
that price information on that trading day; or (2) if the Treasury Dealer
determines that the price information is not reasonably reflective of the
actual bid-side price of the Treasury Security prevailing at 3:30 p.m.,
New York City time, on that trading day, then the Treasury Price will instead
mean the bid-side price for the Treasury Security at or around 3:30 p.m.,
New York City time, on that trading day (expressed on a next trading day
settlement basis) as determined by the Treasury Dealer through such alternative
means as the Treasury Dealer considers to be appropriate under the
circumstances.


 


“Trust” has the
meaning set forth in Section 2.1(a) hereof.


 


“Trust Preferred
Securities Guarantee” has the meaning set forth in the Declaration of
Trust.


 


“Trust Preferred
Security” has the meaning set forth in the Declaration of Trust.


 


“Trustee” has the
meaning set forth in the Recitals.


 


ARTICLE II


 


TERMS OF SERIES OF
SECURITIES


 


Section 2.1       Pursuant to Sections 2.1 and 3.1 of the
Indenture, there is hereby established a series of Securities, the terms of
which shall be as follows:


 


(a)        Designation.  The Securities of this series shall be known
and designated as the “9.625% Junior Subordinated Debt Securities due 2040” of
the Company (the “Junior Subordinated Debt Securities”).  The Junior Subordinated Debt Securities
initially shall be issued to City National Capital Trust I, a Delaware
statutory trust (the “Trust”).  The
Declaration of Trust for the Trust shall be the Amended and Restated
Declaration of Trust, dated as of December 8, 2009, among the Company, as
Sponsor, BNY Mellon Trust of Delaware, as Delaware Trustee, The Bank of New
York Mellon Trust Company, N.A., as Institutional Trustee, and the Administrative
Trustees named therein (the “Declaration of Trust”).  The guarantee (the “Guarantee”) will be
issued pursuant to the Guarantee Agreement, dated as of December 8, 2009,
between the Company and The Bank of New York Mellon Trust Company, N.A., as
Guarantee Trustee.


 


(b)        Aggregate Principal Amount.  The maximum aggregate principal amount of the
Junior Subordinated Debt Securities which may be authenticated and delivered
under the


 


-3-

















 


Indenture and this First
Supplemental Indenture is $250,010,000 (except for Junior Subordinated Debt
Securities authenticated and delivered upon registration of transfer of, or
exchange for, or in lieu of, other Junior Subordinated Debt Securities pursuant
to Section 3.4, 3.5, 3.6, 9.6 or 11.6 of the Indenture).


 


(c)        Denominations.  The Junior Subordinated Debt Securities will
be issued only in fully registered form, and the authorized minimum
denomination of the Junior Subordinated Debt Securities shall be $1,000
principal amount and any integral multiple thereof.


 


(d)        Maturity.  The principal amount of the Junior
Subordinated Debt Securities shall be payable in full on February 1, 2040,
subject to and in accordance with the provisions of the Indenture and this
First Supplemental Indenture.


 


(e)        Rate of Interest.  The Junior Subordinated Debt Securities will
bear interest at the annual rate of 9.625%, payable semi-annually in arrears on
February 1 and August 1 of each year (the “Interest Payment Dates,” as defined
in the Indenture), commencing August 1, 2010. 
Interest payments not paid when due will themselves accrue additional
interest at the annual rate of 9.625% on the amount of unpaid interest, to the
extent permitted by law, compounded semi-annually.  The amount of interest payable for any period
will be computed on the basis of a 360-day year comprised of twelve 30-day
months.  The amount of interest payable
for any period shorter than a full period will be computed on the basis of a 30-day
month and, for periods less than a month, the actual number of days elapsed per
30-day month.


 


(f)         To Whom Interest Payable.  Interest will be payable to the person in
whose name the Junior Subordinated Debt Securities are registered at the close
of business on the Regular Record Date next preceding the Interest Payment
Date, except that, interest payable on the Stated Maturity of the principal of
the Junior Subordinated Debt Securities shall be paid to the Person to whom
principal is paid.


 


(g)        Option To Defer Interest Payments.  Interest payments on the Junior Subordinated
Debt Securities shall be subject to deferral to the extent and in the manner
provided in Section 13.1 of the Indenture for one or more Extended
Interest Payment Periods of up to ten (10) consecutive semi-annual
periods.  If the Company has deferred
interest payments under this clause (g) for an Extended Interest Payment
Period consisting of 10 consecutive semi-annual periods, no interest will be
due or payable on the Interest Payment Date relating to the last such semi-annual
period, provided, however, that all accrued and unpaid
interest (including any Additional Interest) will become due and payable on the
next subsequent Interest Payment Date. 
With respect to each Interest Payment Date, the Company shall deliver to
the Trustee written notice of any optional deferral pursuant to this clause (g) at
least ten and not more than sixty Business Days prior to such Interest Payment
Date (which notice requirement shall be in lieu of, and not in addition to, the
notice requirement described in Section 13.2 of the Indenture, which shall
not apply to the Junior Subordinated Debt Securities.)


 


(h)        Federal Reserve Approvals.  The Company shall notify the Federal Reserve
upon the commencement of any Extended Interest Payment Period.  In addition, to the extent required under the
Federal Reserve’s capital rules, the Company shall obtain the approval of the
Federal


 


-4-

















 


Reserve prior to
exercising any redemption rights in respect of the Junior Subordinated Debt
Securities, or dissolving or liquidating the Trust.


 


(i)         [Reserved].


 


(j)         Events of Default.  An Event of Default with respect to the
Junior Subordinated Debt Securities shall be (i) an Event of Default as
defined in the Indenture and (ii) a failure to pay principal or premium
when due on the Junior Subordinated Debt Securities; provided that the
nonpayment of interest for so long as and to the extent permitted pursuant to
clause (g) above shall not be deemed to be a default in the payment of
interest for the purposes of Section 5.1(a) of the Indenture and
shall not otherwise be deemed an Event of Default with respect to the Junior
Subordinated Debt Securities. 
Notwithstanding anything in Section 5.2 of the Indenture to the
contrary, if one or more of the Events of Default specified in Sections 5.1(b) or
(c) occurs, then, and in each and every such case, the principal amount of
the Junior Subordinated Debt Securities then Outstanding shall automatically,
and without any declaration or other action on the part of the Trustee or any
Holder of the Junior Subordinated Debt Securities or any holder of the Trust
Preferred Securities, become immediately due and payable.  Notwithstanding anything in the Indenture to
the contrary, an Event of Default due to a failure to pay principal or premium
when due on Junior Subordinated Debt Securities shall not entitle the Trustee,
any Holder of the Junior Subordinated Debt Securities or any holder of the
Trust Preferred Securities to declare or take any action to declare the
principal amount of any of the Junior Subordinated Debt Securities of such
series than Outstanding to be immediately due and payable.


 


(k)        Location of Payment.  Payment of the principal of (and premium, if
any) and interest on the Junior Subordinated Debt Securities will be made at
the corporate trust office of the Trustee, 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 may be made (i) by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Securities Register or (ii) by wire transfer in immediately available
funds at such place and to such account as may be designated by the Person
entitled thereto as specified in the Securities Register.  The office where the Junior Subordinated Debt
Securities may be presented or surrendered for payment and the office where the
Junior Subordinated Debt Securities may be surrendered for transfer or exchange
and where notices and demands to or upon the Company in respect of the Junior
Subordinated Debt Securities and the Indenture may be served shall be the
Corporate Trust Office.  The Trustee
shall act as Paying Agent.


 


(l)         Redemption.  The Junior Subordinated Debt Securities are
redeemable at the option of the Company, subject to the terms and conditions of
Article XI of the Indenture and subject to the Company having received
prior approval from the Federal Reserve if then required under applicable
capital guidelines or policies of the Federal Reserve (i) in whole or in
part at the option of the Company on one or more occasions at any time after February
1, 2015, or (ii) in whole but not in part at any time if a Tax Event or a
Capital Treatment Event has occurred and is continuing and the Company cannot
cure the Tax Event or Capital Treatment Event by some reasonable action, in
which case the Company may redeem the Junior Subordinated Debt


 


-5-

















 


Securities within 90 days
following the occurrence of the Tax Event or Capital Treatment Event.  The redemption price of the Junior
Subordinated Debt Securities shall be, (A) in the case of a redemption
pursuant to clause (i), equal to the greater of (x) 100% of the principal
amount of the Junior Subordinated Debt Securities to be redeemed and (y) the
present value of scheduled payments of principal and interest from the
Redemption Date to February 1, 2040, on the Junior Subordinated Debt Securities
to be redeemed, discounted to the Redemption Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at a discount rate
equal to the Treasury Rate plus a spread of 0.75%, plus, in each case, an
amount equal to accrued and unpaid interest thereon to the Redemption Date and (B) in
the case of a redemption pursuant to clause (ii), the principal amount of the
Junior Subordinated Debt Securities so redeemed plus an amount equal to accrued
and unpaid interest thereon to the Redemption Date, in each case payable in
cash.


 


(m)       Sinking Fund.  The Junior Subordinated Debt Securities shall
not be subject to any sinking fund or analogous provisions.


 


(n)        Forms.  The Junior Subordinated Debt Securities shall
be substantially in the form of Annex A attached hereto, with such
modifications thereto as may be approved by the authorized officer executing
the same.  The Declaration of Trust shall
be substantially in the form of Annex B attached hereto, with such
modifications thereto as may be approved by the authorized officer executing
the same.  The Guarantee Agreement shall
be substantially in the form of Annex C attached hereto, with such
modifications thereto as may be approved by the authorized officer executing
the same.


 


(o)        The subordination provisions of Article XIV
of the Indenture shall apply; provided,
however, that for the purposes of
the Junior Subordinated Debt Securities (but not for the purposes of any other
Securities unless specifically set forth in the terms of such Securities), the
definition of “Senior Indebtedness” in the Indenture is hereby amended in its
entirety to read as follows:


 


“Senior Indebtedness”
means:


 


(1)        the principal, premium, if any, and
interest in respect of (a) indebtedness for money borrowed and (b) indebtedness
evidenced by securities, notes, debentures, bonds or other similar instruments
issued by the Company, including the Company’s junior subordinated debentures
or guarantees issued in connection with any future traditional trust preferred
securities, each of which will rank senior to the Trust Preferred Securities
issued by the Trust;


 


(2)        all of the Company’s capital lease
obligations;


 


(3)        all of the Company’s obligations issued
or assumed as the deferred purchase price of property, all of the Company’s
conditional sale obligations and all of its obligations under any title
retention agreement, but excluding trade accounts payable and other accrued
liabilities arising in the ordinary course of business;


 


(4)        all of the Company’s obligations,
contingent or otherwise, in respect of any letters of credit, bankers’
acceptances, security purchase facilities, repurchase agreements or similar
credit transactions;


 


-6-

















 


(5)        all of the Company’s obligations in
respect of interest rate swap, cap or other agreements, interest rate future or
option contracts, currency swap agreements, currency future or option
contracts, hedging arrangements and other similar agreements;


 


(6)        all obligations of the type referred to
in clauses (1) through (5) above of other persons for the payment of
which the Company is responsible or liable as obligor, guarantor or otherwise;
and


 


(7)        all obligations of the type referred to
in clauses (1) through (6) above of other persons secured by any lien
on any of the Company’s property or assets, whether or not such obligation is
assumed by the Company; 


 


except that Senior
Indebtedness will not include:


 


(A)       except as provided in clause (C), any
indebtedness issued after the date hereof under the Indenture that is expressly
subordinated to the Junior Subordinated Debt Securities;


 


(B)       the Trust Preferred Securities Guarantee;


 


(C)       any indebtedness or guarantee that is by
its terms subordinated to, or ranks equally with, the Junior Subordinated Debt
Securities and the issuance of which, in the case of this clause (C) only,
(x) has received the concurrence or approval of the staff of the Federal
Reserve or (y) does not at the time of issuance prevent the Junior Subordinated
Debt Securities from qualifying for Tier 1 capital treatment (irrespective of
any limits on the amount of the Company’s Tier 1 capital) under the applicable
capital adequacy guidelines, regulations, policies or published interpretations
of the Federal Reserve;


 


(D)       trade accounts payable and other accrued
liabilities arising in the ordinary course of business; and


 


(E)       the Existing Parity Obligations.


 


(p)        Dividend Stopper.  During any Extended Interest Payment Period
the Company shall not, and shall not permit any Subsidiary of the Company to, (i) declare
or pay any dividends or distributions or redeem, purchase, acquire or make a
liquidation payment on any of the Company’s capital stock or the capital stock
of its Subsidiaries or (ii) make any payment of principal of or interest
or premium, if any, on, or repay, repurchase or redeem, any debt securities of
the Company (including other junior subordinated debt securities or other
junior subordinated debt) that rank pari
passu with or junior in interest to the Junior Subordinated Debt
Securities or (iii) make any guarantee payments on any guarantee by the
Company of the debt securities of any of its Subsidiaries (including under
other guarantees of junior subordinated debt securities or other junior
subordinated debt) if such guarantee ranks pari
passu with or junior in interest to the Junior Subordinated Debt
Securities, other than, in the case of each of clauses (i), (ii) and
(iii), (A) dividends or distributions in capital stock of the Company, (B) payments
under the Guarantee with respect to the Trust Preferred Securities and the
Common Securities of the Trust, (C) any declaration or payment of a
dividend in connection with the implementation of a shareholders’ rights plan,
or the issuance of stock under any such plan or the redemption or repurchase of
any such rights pursuant thereto, (D) repurchases,


 


-7-

















 


redemptions or other
acquisitions of shares of capital stock of the Company in connection with any
employment contract, benefit plan or other similar arrangement with or for the
benefit of employees, officers, directors or consultants and (E) solely in
the case of a Subsidiary of the Company, any declaration or payment of
dividends or distributions on the capital stock of such Subsidiary to the
Company or one of its Affiliates.  This
“Dividend Stopper” provision shall be in lieu of, and not in addition to, the
“Limitations of Transactions” provision contained in Section 13.3 of the
Indenture, which shall not apply to the Junior Subordinated Debt Securities.


 


ARTICLE III


 


[INTENTIONALLY OMITTED]


 


ARTICLE IV


 


MISCELLANEOUS


 


Section 4.1       If any provision of this First
Supplemental Indenture limits, qualifies or conflicts with the duties imposed
by any of Sections 310 to 317, inclusive, of the Trust Indenture Act of 1939
through operation of Section 318(c) thereof, such imposed duties
shall control.


 


Section 4.2       The Article headings herein are for
convenience only and shall not effect the construction hereof.


 


Section 4.3       All covenants and agreements in this
First Supplemental Indenture by the Company shall bind its successors and
assigns, whether so expressed or not.


 


Section 4.4       In case any provision of this First
Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.


 


Section 4.5       Nothing in this First Supplemental
Indenture is intended to or shall provide any rights to any parties other than
those expressly contemplated by this First Supplemental Indenture.


 


Section 4.6       THIS FIRST SUPPLEMENTAL INDENTURE SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.


 


Section 4.7       The Trustee makes no representations as
to the validity or sufficiency of this First Supplemental Indenture.  The recitals and statements herein are deemed
to be those of the Company and not of the Trustee.


 


* * * *


 


This instrument may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.


 


[The
remainder of this page left blank intentionally; the signature page follows.]


 


-8-

















 


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


 


	
   

  	
   

  	
  CITY NATIONAL
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael B. Cahill

  
	
   

  	
   

  	
  Name:

  	
  Michael B. Cahill

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President, General

  
	
   

  	
   

  	
   

  	
  Counsel and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE BANK OF NEW YORK
  MELLON

  
	
   

  	
   

  	
  TRUST COMPANY, N.A.,

  
	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Teresa Petta

  
	
   

  	
   

  	
  Name:

  	
  Teresa Petta

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


-9-
















 


Annex A


Form of Junior
Subordinated Debt Securities


 


[IF THE SECURITY IS TO BE A GLOBAL SECURITY, INSERT -
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
of a Depositary.  This Security is
exchangeable for Securities registered in the name of a person other than the
Depositary or its nominee only in the limited circumstances described in the
Indenture, and no transfer of this Security (other than a transfer of this
Security as a whole by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the
Depositary) may be registered except in limited circumstances.


 


Unless this Security is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York) to the issuer or its agent for registration of transfer, exchange or
payment, and any Security issued is registered in the name of Cede &
Co. or such other name as requested by an authorized representative of The
Depository Trust Company and any payment hereon is made to Cede & Co.,
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS
WRONGFUL since the registered owner hereof, Cede & Co., has an
interest herein.]


 


CITY
NATIONAL CORPORATION


9.625%
Junior Subordinated Debt Securities due 2040


 


No.


 


$


 


	
  CUSIP No.

  	
   

  	
   

  



 


CITY NATIONAL CORPORATION, a corporation organized and
existing under the laws of the State of Delaware (hereinafter called the “Company,”
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to The Bank of New
York Mellon Trust Company, N.A., the Institutional Trustee of CITY NATIONAL CAPITAL
TRUST I, or registered assigns, the principal sum of dollars ($) on February 1,
2040.  The Company is authorized to
direct payments to The Bank of New York Mellon Trust Company, N.A., in its
capacity as paying agent under the Declaration of Trust (as defined below), or
any other paying agent appointed under the terms of the Declaration of
Trust.  The Company further promises to
pay interest on said principal sum from December 8, 2009 or from the most
recent interest payment date (each such date, an “Interest Payment Date”) on
which interest has been paid or duly provided for, semi-annually (subject to
deferral as set forth herein) in arrears on February 1 and August 1 of each
year, commencing August 1, 2010, at the rate of 9.625% per annum, until the principal
hereof shall have become due and payable. 
Interest payments not paid when due will themselves accrue additional
interest at the annual rate of 9.625% on the amount of unpaid interest, to the
extent permitted by law, compounded semi-annually.  The amount of interest payable for any period
will be computed on the basis of a 360-day year comprised of twelve 30-day
months.  The amount of interest payable
for any period shorter than a full period will be computed on the basis of a
30-day month period and, for periods less than a 


 


A-1

















 


month, the actual number of days elapsed per 30-day
month.  In the event that any date on
which interest is payable on this Security is not a Business Day, then a
payment of the interest payable on such date will be made on the next
succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay).  A
“Business Day” shall mean any day other than a Saturday, Sunday, or any other day
on which banking institutions in New York, New York are authorized or obligated
by any applicable law or executive order to close.  The interest installment so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as provided
in the 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 installment, which shall be (i) the
Business Day next preceding such Interest Payment Date if this Security is
issued in the form of a Global Security, or (ii) the first day (whether or
not a Business Day) of the month in which such Interest Payment Date occurs if
this Security is not issued in the form of a Global Security.  Any such interest installment 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 whereof shall be given to
Holders of Securities of this series not fewer than ten 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 on which the
Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.


 


So long as no Event of Default has occurred and is
continuing, the Company shall have the right at any time and from time to time
during the term of this Security to defer payment of interest on this Security
for up to ten consecutive semi-annual interest payment periods with respect to
each deferral period (each an “Extended Interest Payment Period”), but shall
pay all interest then accrued and unpaid (together with interest thereon to the
extent permitted by applicable law, compounded semi-annually at the rate
specified in this Security) on the first Interest Payment Date following the
termination of such Extended Interest Payment Period;  provided,
however, that no Extended
Interest Payment Period shall extend beyond the Stated Maturity of the
principal of this Security.  Upon
termination of any such Extended Interest Payment Period and upon the payment
of all accrued and unpaid interest (including any Additional Interest) then
due, the Company may elect to begin a new Extended Interest Payment Period,
subject to the above requirements.  No
interest shall be due and payable during an Extended Interest Payment Period
except on the first Interest Payment Date thereafter.


 


During any Extended Interest Payment Period, the
Company shall not, and shall not permit any Subsidiary of the Company to, (i) declare
or pay any dividends or distributions or redeem, purchase, acquire or make a
liquidation payment on any of the Company’s capital stock or the capital stock
of its Subsidiaries or (ii) make any payment of principal of or interest
or premium, if any, on, or repay, repurchase or redeem any debt securities of
the Company (including other junior subordinated debt securities or other
junior subordinated debt) that rank  pari passu with or junior in interest to
the Junior Subordinated Debt Securities or (iii) make any guarantee
payments on any guarantee by the Company of the debt securities of any of its
Subsidiaries (including under other guarantees of junior subordinated debt
securities or other junior subordinated debt) if such guarantee ranks pari 


 


A-2

















 


passu with or
junior in interest to the Junior Subordinated Debt Securities, other than, in
the case of each of clauses (i), (ii) and (iii), (A) dividends or
distributions in capital stock of the Company, (B) payments under the
Guarantee with respect to the Trust Preferred Securities and the Common
Securities of the Trust, (C) any declaration or payment of a dividend in
connection with the implementation of a shareholders’ rights plan, or the
issuance of stock under any such plan or the redemption or repurchase of any
such rights pursuant thereto, (D) repurchases, redemptions or other
acquisitions of shares of capital stock of the Company in connection with any
employment contract, benefit plan or other similar arrangement with or for the
benefit of employees, officers, directors or consultants and (E) solely in
the case of a Subsidiary of the Company, any declaration or payment of
dividends or distributions on the capital stock of such Subsidiary to the
Company or one of its Affiliates.


 


Payment of principal of (and premium, if any) and
interest on this Security will be made at the office or agency of the Company
maintained for that purpose in the United States, 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 may be made (i) by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Securities Register or (ii) by wire transfer in immediately available
funds at such place and to such account as may be designated in writing at
least 15 days before the relevant Interest Payment Date by the Person entitled
thereto as specified in the Securities Register.


 


The Securities are not deposits or savings
accounts.  The Securities are not insured
by the Federal Deposit Insurance Corporation (the “FDIC”) or any other
governmental agency or instrumentality. 
The Securities are not guaranteed under the FDIC’s Temporary Liquidity
Guarantee Program.


 


The indebtedness evidenced by this Security is, to the
extent provided in the Indenture, subordinated and subject in right of payments
to the prior payment in full of all Senior Indebtedness (as such definition is
modified in the First Supplemental Indenture with respect to this Security),
and this Security is issued subject to the provisions of the Indenture with
respect thereto.  Each Holder of this
Security, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his behalf to take
such actions as may be necessary or appropriate to effectuate the subordination
so provided and (c) appoints the Trustee his attorney-in-fact for any and
all such purposes.  Each Holder hereof,
by his acceptance hereof, waives all notice of the acceptance of the
subordination provisions contained herein and in the Indenture by each holder
of Senior Indebtedness, whether now outstanding or hereafter incurred, and
waives reliance by each such holder upon said provisions.


 


Reference is made hereby to the further provisions of
this Security set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place.


 


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.


 


A-3

















 


IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed under its corporate seal.


 


	
   

  	
  CITY NATIONAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
				



Dated: December ___, 2009


 


A-4

















 


REVERSE OF SECURITY


 


This Security is one of a duly authorized issue of
securities of the Company (herein called the “Securities”), issued and to be
issued in one or more series under a Junior Subordinated Indenture, dated as of
December 8, 2009, as supplemented by the First Supplemental Indenture,
dated as of December 8, 2009 (herein together called the “Indenture”),
between the Company and The Bank of New York Mellon Trust Company, N.A., as
Trustee (herein called the “Trustee,” which term includes any successor trustee
under the Indenture), to which 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 Trustee, the
Company 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, limited in aggregate principal amount of $250,010,000,
issuable on one or more occasions.


 


All terms used in this Security that are defined in
the Indenture or in the Amended and Restated Declaration of Trust, dated as of December 8,
2009 (the “Declaration of Trust”), for CITY NATIONAL CAPITAL TRUST I, among
City National Corporation, as Sponsor, and the Trustees named therein, shall
have the meanings assigned to them in the Indenture or the Declaration of
Trust, as the case may be.


 


The Company may at any time, at its option, and
subject to the terms and conditions of Article XI of the Indenture and Section 2.1(l) of
the First Supplemental Indenture, and subject to prior approval by the Board of
Governors of the Federal Reserve System if then required, redeem this Security
in whole or in part at any time after February 1, 2015, without premium or
penalty, at a redemption price equal to the greater of (x) 100% of the
principal amount of the Junior Subordinated Debt Securities to be redeemed and (y) the
present value of scheduled payments of principal and interest from the
Redemption Date to February 1, 2040, on the Junior Subordinated Debt Securities
to be redeemed, discounted to the Redemption Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at a discount rate
equal to the Treasury Rate (as defined below) plus a spread of 0.75%, in each
case, plus an amount equal to accrued and unpaid interest thereon to the
Redemption Date.


 


For purposes of the above:


 


“Treasury Rate” means the semi-annual equivalent yield
to maturity of the Treasury Security that corresponds to the Treasury Price
(calculated in accordance with standard market practice and computed as of the
second trading day preceding the Redemption Date);


 


“Treasury Security” means the United States Treasury
security that the Treasury Dealer determines would be appropriate to use, at
the time of determination and in accordance with standard market practice, in
pricing the Junior Subordinated Debt Securities being redeemed in a tender
offer based on a spread to United States Treasury yields;


 


“Treasury Price” means the bid-side price for the
Treasury Security as of the third trading day preceding the Redemption Date, as
set forth in the daily statistical release (or any successor release) published
by the Federal Reserve Bank of New York on that trading day and designated 


 


A-5

















 


“Composite 3:30 p.m. Quotations for U.S.
Government Securities,” except that:  (1) if
that release (or any successor release) is not published or does not contain
that price information on that trading day; or (2) if the Treasury Dealer
determines that the price information is not reasonably reflective of the
actual bid-side price of the Treasury Security prevailing at 3:30 p.m.,
New York City time, on that trading day, then the Treasury Price will instead
mean the bid-side price for the Treasury Security at or around 3:30 p.m.,
New York City time, on that trading day (expressed on a next trading day
settlement basis) as determined by the Treasury Dealer through such alternative
means as the Treasury Dealer considers to be appropriate under the
circumstances; and


 


“Treasury Dealer” means J.P. Morgan Securities Inc.
(or its successor) or, if J.P. Morgan Securities Inc. (or its successor)
refuses to act as Treasury Dealer for this purpose or ceases to be a primary
U.S. Government securities dealer, another nationally recognized investment
banking firm that is a primary U.S. Government securities dealer specified by
the Company for these purposes.


 


Upon the occurrence and during the continuation of a
Tax Event or a Capital Treatment Event in respect of a Trust, the Company may,
at its option, at any time within 90 days of the occurrence of such Tax Event
or Capital Treatment Event redeem this Security, in whole but not in part,
subject to the provisions of Article XI of the Indenture, at a redemption
price equal to the principal amount of the Junior Subordinated Debt Securities
so redeemed plus an amount equal to accrued and unpaid interest thereon,
including Additional Interest, if any, to the Redemption Date.  In the event of redemption of this Security
in part only, a new Security or Securities of this series for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.


 


The Indenture contains provisions for satisfaction and
discharge of the entire indebtedness of this Security upon compliance by the
Company with certain conditions set forth in the Indenture.


 


The Indenture contains provisions permitting the
Company and the Trustee, with the consent of the Holders of not less than a
majority in aggregate principal amount of the Securities of each series
affected at the time outstanding, as defined in the Indenture, to execute
supplemental indentures for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of the Indenture or of any
supplemental indenture or of modifying in any manner the rights of the Holders
of the Securities; provided, however, that no such supplemental
indenture shall (i) extend the fixed maturity of any Securities of any
series, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce any premium payable upon the
redemption thereof, without the consent of the Holder of each Security so
affected, or (ii) reduce the aforesaid percentage of Securities, the
Holders of which are required to consent to any such supplemental indenture,
without the consent of the Holders of each Security then outstanding and
affected thereby.  The Indenture also
contains provisions permitting the Holders of a majority in aggregate principal
amount of the Securities of any series at the time outstanding affected
thereby, on behalf of all of the Holders of the Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and
any past default in the performance of any of the covenants contained in the
Indenture, or established pursuant to the Indenture with respect to such
series, 


 


A-6

















 


and its consequences, except a default in the payment
of the principal of or premium, if any, or interest on any of the Securities of
such series.  Any such consent or waiver
by the registered Holder of this Security (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such Holder and upon all future
Holders and owners of this Security and of any Security issued in exchange
herefor or in place hereof (whether by registration of transfer or otherwise),
irrespective of whether or not any notation of such consent or waiver is made
upon this Security.


 


As provided in and subject to the provisions of the
Indenture, if an Event of Default with respect to the Securities of this series
at the time Outstanding occurs and is continuing, then and in every such case
(other than any Event of Default due to failure to pay principal or premium
when due on the Securities) the Trustee or the Holders of not less that 25% in
principal amount of the Outstanding Securities of this series may declare the
principal amount of all the Securities of this series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by the Holders), provided  that, in the case of the Securities of
this series issued to a Trust, if upon an Event of Default (other than any
Event of Default due to failure to pay principal or premium when due on the
Securities), the Trustee or the Holders of not less than 25% in principal
amount of the Outstanding Securities of this series fails to declare the
principal of all the Securities of this series to be immediately due and
payable, the holders of at least 25% in aggregate Liquidation Amount of the
Trust Preferred Securities then outstanding shall have such right by a notice
in writing to the Company and the Trustee; and upon any such declaration the
principal amount of and the accrued interest (including Additional Interest) on
all the Securities of this series shall become immediately due and payable,
provided that the payment of principal and interest (including Additional
Interest) on such Securities shall remain subordinated to the extent provided
in Article XIV of the Indenture and Section 2.1(o) of the First
Supplemental Indenture.


 


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 (and
premium, if any) and interest on this Security at the times, places and rate,
and in the coin or currency, herein prescribed (subject to the deferral rights
of the Company described in the Indenture).


 


As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Securities Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company maintained under Section 10.2
of the Indenture duly endorsed by, or accompanied by written instrument of
transfer in form satisfactory to the Company and the Securities Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities of this series, of authorized
denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees. 
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 or 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 


 


A-7

















 


overdue, and neither the Company, the Trustee nor any
such agent shall be affected by notice to the contrary.


 


No recourse shall be had for the payment of the
principal of or the interest on this Security, or for any claim based hereon,
or otherwise in respect hereof, or based on or in respect of the Indenture,
against any incorporator, stockholder, officer or director, past, present or
future, as such, of the Company or of any predecessor or successor corporation,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the
issuance hereof, expressly waived and released.


 


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


 


The Company and, by its acceptance of this Security or
a beneficial interest therein, the Holder of, and any Person that acquires
beneficial interest in, this Security agree that for United States federal,
state and local tax purposes it is intended that this Security constitute
indebtedness.


 


THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


This is one of the Securities referred to in the
mentioned Indenture.


 


	
   

  	
  THE BANK OF NEW YORK MELLON

  
	
   

  	
  TRUST COMPANY, N.A.,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  	
   

  
	
   

  	
   

  	
   

  



Dated:  December ___,
2009


 


A-8