Exhibit
4.6


 


CITY
NATIONAL CORPORATION

9.625% Junior Subordinated Debt Securities due 2040


 


No. 1


 


$250,010,000


 


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 two hundred fifty million ten thousand
dollars ($250,010,000) 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
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 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


 


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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.


 


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


 


	
   

  	
  CITY
  NATIONAL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Michael
  B. Cahill

  
	
   

  	
  Title:

  	
  Executive
  Vice President, General Counsel and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Jean
  A. Cooper

  
	
   

  	
  Title:

  	
  Assistant
  Corporate Secretary

  



 


Dated:  December 8,
2009


 


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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


 


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“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,


 


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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


 


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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 8, 2009


 


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