Exhibit
4.5


 


TRUST PREFERRED SECURITY CERTIFICATE


 


THIS TRUST
PREFERRED SECURITY IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE
DECLARATION HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) OR A NOMINEE OF THE
DEPOSITARY.  THIS TRUST PREFERRED
SECURITY IS EXCHANGEABLE FOR TRUST PREFERRED SECURITIES REGISTERED IN THE NAME
OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE DECLARATION AND NO TRANSFER OF THIS TRUST
PREFERRED SECURITY (OTHER THAN A TRANSFER OF THIS TRUST PREFERRED 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 TRUST
PREFERRED SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY (55 WATER STREET, NEW YORK, NEW YORK) TO THE TRUST OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY TRUST PREFERRED SECURITY
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY 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.


 


1

















 




	
  Certificate
  Number

  	
   

  	
  Number
  of Trust Preferred Securities

  
	
  1

  	
   

  	
  250,000

  
	
   

  	
   

  	
  CUSIP
  NO. 17800WAA3

  






 


Certificate Evidencing
Trust Preferred Securities


 


Of


 


CITY NATIONAL CAPITAL
TRUST I

9.625% Cumulative Trust Preferred Securities

(Liquidation Amount $1,000 per Trust Preferred Security)


 


CITY NATIONAL CAPITAL
TRUST I, a statutory trust formed under the laws of the State of Delaware (the
“Trust”), hereby certifies that Cede & Co. (the “Holder”)
is the registered owner of two hundred fifty thousand (250,000) trust preferred
securities of the Trust representing undivided beneficial interests in the
assets of the Trust designated the 9.625% Cumulative Trust Preferred Securities
(the “Trust Preferred Securities”). 
The Trust Preferred Securities are transferable on the books and records
of the Trust, in person or by a duly authorized attorney, upon surrender of
this certificate duly endorsed and in proper form for transfer.  The designation, rights, privileges,
restrictions, preferences and other terms and provisions of the Trust Preferred
Securities are set forth in, and this certificate and the Trust Preferred Securities
represented hereby are issued and shall in all respects be subject to, the
provisions of the Amended and Restated Declaration of Trust of the Trust dated
as of December 8, 2009, as the same may be amended from time to time (the
“Declaration of Trust”), including the designation of the terms of the
Trust Preferred Securities as set forth in Annex I thereto.  Capitalized terms used herein but not defined
shall have the meaning given them in the Declaration of Trust.  The Holder is entitled to the benefits of the
Trust Preferred Securities Guarantee to the extent provided therein.  The Sponsor will provide a copy of the
Declaration of Trust, the Trust Preferred Securities Guarantee and the
Indenture to a Holder without charge upon written request to the Sponsor at its
principal place of business.


 


The Holder of this
certificate, by accepting this certificate, is deemed to have (i) agreed
to the terms of the Indenture and the Junior Subordinated Debt Securities,
including that the Junior Subordinated Debt Securities are subordinate and
junior in right of payment to all Senior Indebtedness (as defined in the
Indenture) and (ii) agreed to the terms of the Trust Preferred Securities
Guarantee, including that the Trust Preferred Securities Guarantee is subordinate
and junior in right of payment to all Senior Indebtedness in the same manner
and to the same extent as the Junior Subordinated Debt Securities.


 


Upon receipt of this
certificate, the Holder is bound by the Declaration of Trust and is entitled to
the benefits thereunder.


 


By acceptance, the Holder
agrees to treat, for United States federal income tax purposes, the Junior
Subordinated Debt Securities as indebtedness and the Trust Preferred Securities
as evidence of indirect beneficial ownership in the Junior Subordinated Debt
Securities.


 


2

















 


This Certificate shall be
governed by the laws of the State of Delaware.


 


IN WITNESS WHEREOF, the
Trust has executed this certificate this 8th day of December, 2009.


 


 


	
   

  	
   

  
	
  Name: Michael B.
  Cahill

  	
   

  
	
  Title:
  Administrative Trustee

  



 


3

















 


CERTIFICATE OF
AUTHENTICATION


 


This certificate
represents the Trust Preferred Securities referred to in the within-mentioned
Declaration of Trust.


 


 


Dated:  December 8, 2009


 


 


	
  The Bank of New York
  Mellon Trust Company, N.A.,

  	
   

  
	
  as Institutional Trustee

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  	
   

  



 


4

















 


ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned assigns and transfers this Trust Preferred Security
Certificate to:


 


(Insert assignee’s
social security or tax identification number)


 


 


(Insert address
and zip code of assignee)


 


 


and irrevocably
appoints

as agent to transfer this Trust Preferred Security Certificate on the books of
the Trust.  The agent may substitute
another to act for him or her.


 


 


	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  



 


(Sign exactly as
your name appears on the other side of this Trust Preferred Security
Certificate)


 


5