Exhibit
4.1


 




 





 


 


CITY NATIONAL CORPORATION


 


as Issuer


 


TO


 


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


 


as Trustee


 


INDENTURE


 


Dated as of December 8,
2009


 




 





 


 


Providing for the
issuance of Junior Subordinated Debt Securities


 

















 


TABLE
OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF
  GENERAL APPLICATION

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section 1.1

  	
  Definitions

  	
  1

  
	
  Section 1.2

  	
  Compliance Certificates
  and Opinions

  	
  8

  
	
  Section 1.3

  	
  Form of Documents
  Delivered to Trustee

  	
  9

  
	
  Section 1.4

  	
  Acts of Holders; Record
  Dates

  	
  9

  
	
  Section 1.5

  	
  Notices, Etc., to
  Trustee and Company

  	
  10

  
	
  Section 1.6

  	
  Notice to Holders;
  Waiver

  	
  10

  
	
  Section 1.7

  	
  Conflict with Trust
  Indenture Act

  	
  11

  
	
  Section 1.8

  	
  Effect of Headings and
  Table of Contents

  	
  11

  
	
  Section 1.9

  	
  Successors and Assigns

  	
  11

  
	
  Section 1.10

  	
  Separability Clause

  	
  11

  
	
  Section 1.11

  	
  Benefits of Indenture

  	
  11

  
	
  Section 1.12

  	
  Governing Law

  	
  11

  
	
  Section 1.13

  	
  Legal Holidays

  	
  11

  
	
  Section 1.14

  	
  Tax Characterization

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE II SECURITY FORMS

  	
  12

  
	
   

  	
   

  	
   

  
	
  Section 2.1

  	
  Forms Generally

  	
  12

  
	
  Section 2.2

  	
  Form of Face of
  Security

  	
  12

  
	
  Section 2.3

  	
  Form of Reverse of
  Security

  	
  16

  
	
  Section 2.4

  	
  Form of Trustee’s
  Certificate of Authentication

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE III THE SECURITIES

  	
  20

  
	
   

  	
   

  	
   

  
	
  Section 3.1

  	
  Amount Unlimited;
  Issuable in Series

  	
  20

  
	
  Section 3.2

  	
  Denominations

  	
  21

  
	
  Section 3.3

  	
  Execution, Authentication,
  Delivery and Dating

  	
  21

  
	
  Section 3.4

  	
  Temporary Securities

  	
  22

  
	
  Section 3.5

  	
  Registration, Registration
  of Transfer and Exchange

  	
  23

  
	
  Section 3.6

  	
  Mutilated, Destroyed,
  Lost and Stolen Securities

  	
  24

  
	
  Section 3.7

  	
  Payment of Interest;
  Interest Rights Preserved

  	
  24

  
	
  Section 3.8

  	
  Persons Deemed Owners

  	
  25

  
	
  Section 3.9

  	
  Cancellation

  	
  26

  
	
  Section 3.10

  	
  Interest

  	
  26

  
	
  Section 3.11

  	
  Form and Payment

  	
  27

  
	
  Section 3.12

  	
  Global Securities

  	
  27

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV SATISFACTION AND DISCHARGE; DEFEASANCE

  	
  29

  
	
   

  	
   

  	
   

  
	
  Section 4.1

  	
  Satisfaction and
  Discharge of Indenture

  	
  29

  



 

















 


	
  Section 4.2

  	
  Defeasance and
  Discharge

  	
  30

  
	
  Section 4.3

  	
  Covenant Defeasance

  	
  30

  
	
  Section 4.4

  	
  Conditions to Defeasance
  or Covenant Defeasance

  	
  31

  
	
  Section 4.5

  	
  Application of Trust
  Money

  	
  32

  
	
  Section 4.6

  	
  Indemnity for U.S.
  Government Obligations

  	
  32

  
	
  Section 4.7

  	
  Reinstatement

  	
  32

  
	
   

  	
   

  	
   

  
	
  ARTICLE V REMEDIES

  	
  32

  
	
   

  	
   

  	
   

  
	
  Section 5.1

  	
  Events of Default

  	
  32

  
	
  Section 5.2

  	
  Acceleration of
  Maturity

  	
  33

  
	
  Section 5.3

  	
  Collection of Indebtedness
  and Suits for Enforcement by Trustee

  	
  34

  
	
  Section 5.4

  	
  Trustee To File Claims
  as Attorney-In-Fact

  	
  35

  
	
  Section 5.5

  	
  Application of Money
  Collected

  	
  35

  
	
  Section 5.6

  	
  Control by Holders;
  Waiver of Past Default

  	
  36

  
	
  Section 5.7

  	
  Limitation on Suits; Default

  	
  37

  
	
  Section 5.8

  	
  Costs and Attorneys’
  Fees in Legal Proceedings

  	
  38

  
	
  Section 5.9

  	
  Remedies Cumulative

  	
  38

  
	
  Section 5.10

  	
  Waiver of Stay or
  Extension Laws

  	
  39

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI THE TRUSTEE

  	
  39

  
	
   

  	
   

  
	
  Section 6.1

  	
  Certain Duties and
  Responsibilities

  	
  39

  
	
  Section 6.2

  	
  Notice of Defaults

  	
  40

  
	
  Section 6.3

  	
  Certain Rights of
  Trustee

  	
  40

  
	
  Section 6.4

  	
  Not Responsible for Recitals
  or Issuance of Securities

  	
  42

  
	
  Section 6.5

  	
  May Hold
  Securities

  	
  42

  
	
  Section 6.6

  	
  Money Held in Trust

  	
  42

  
	
  Section 6.7

  	
  Compensation and Reimbursement

  	
  42

  
	
  Section 6.8

  	
  Disqualification;
  Conflicting Interests

  	
  43

  
	
  Section 6.9

  	
  Corporate Trustee
  Required; Eligibility

  	
  43

  
	
  Section 6.10

  	
  Resignation and Removal;
  Appointment of Successor

  	
  43

  
	
  Section 6.11

  	
  Acceptance of
  Appointment by Successor

  	
  45

  
	
  Section 6.12

  	
  Merger, Conversion,
  Consolidation or Succession to Business

  	
  46

  
	
  Section 6.13

  	
  Preferential Collection
  of Claims Against Company

  	
  46

  
	
  Section 6.14

  	
  Appointment of
  Authenticating Agent

  	
  46

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII HOLDERS LISTS AND REPORTS BY TRUSTEE AND
  COMPANY

  	
  48

  
	
   

  	
   

  	
   

  
	
  Section 7.1

  	
  Company to Furnish
  Trustee Names and Addresses of Holders

  	
  48

  
	
  Section 7.2

  	
  Preservation of Information;
  Communications to Holders

  	
  48

  
	
  Section 7.3

  	
  Reports by Trustee

  	
  48

  
	
  Section 7.4

  	
  Reports by Company

  	
  49

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE,
  TRANSFER OR LEASE

  	
  50

  
	
   

  	
   

  	
   

  
	
  Section 8.1

  	
  Company
  May Consolidate, Etc., Only on Certain Terms

  	
  50

  



 


-ii-

















 


	
  Section 8.2

  	
  Successor Corporation
  Substituted

  	
  50

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX SUPPLEMENTAL INDENTURES

  	
  51

  
	
   

  	
   

  	
   

  
	
  Section 9.1

  	
  Supplemental Indentures
  Without Consent of Holders

  	
  51

  
	
  Section 9.2

  	
  Supplemental Indentures
  with Consent of Holders

  	
  52

  
	
  Section 9.3

  	
  Execution of
  Supplemental Indentures

  	
  53

  
	
  Section 9.4

  	
  Effect of Supplemental
  Indentures

  	
  53

  
	
  Section 9.5

  	
  Conformity with Trust
  Indenture Act

  	
  53

  
	
  Section 9.6

  	
  Reference in Securities
  to Supplemental Indentures

  	
  53

  
	
   

  	
   

  	
   

  
	
  ARTICLE X COVENANTS

  	
  54

  
	
   

  	
   

  
	
  Section 10.1

  	
  Payment of Principal,
  Premium and Interest

  	
  54

  
	
  Section 10.2

  	
  Maintenance of Office
  or Agency

  	
  54

  
	
  Section 10.3

  	
  Money for Securities
  Payments To Be Held in Trust

  	
  54

  
	
  Section 10.4

  	
  Statement by Officers
  As to Default

  	
  55

  
	
  Section 10.5

  	
  Covenants as to City
  National Trusts

  	
  56

  
	
  Section 10.6

  	
  Payment of Expenses

  	
  56

  
	
  Section 10.7

  	
  Listing on an Exchange

  	
  57

  
	
  Section 10.8

  	
  Future Issuance of Securities
  Under This Indenture

  	
  57

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI REDEMPTION OF SECURITIES

  	
  57

  
	
   

  	
   

  
	
  Section 11.1

  	
  Applicability of Article;
  Federal Reserve Approval

  	
  57

  
	
  Section 11.2

  	
  Election To Redeem;
  Notice to Trustee

  	
  58

  
	
  Section 11.3

  	
  Selection By Trustee of
  Securities To Be Redeemed

  	
  58

  
	
  Section 11.4

  	
  Notice of Redemption

  	
  59

  
	
  Section 11.5

  	
  Deposit of Redemption
  Price

  	
  59

  
	
  Section 11.6

  	
  Securities Payable on
  Redemption Date

  	
  59

  
	
  Section 11.7

  	
  Securities Redeemed in
  Part

  	
  60

  
	
  Section 11.8

  	
  Tax Event Redemption

  	
  60

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII SINKING FUNDS

  	
  61

  
	
   

  	
   

  	
   

  
	
  Section 12.1

  	
  Applicability of
  Article

  	
  61

  
	
  Section 12.2

  	
  Satisfaction of Sinking
  Fund Payments with Securities

  	
  61

  
	
  Section 12.3

  	
  Redemption of
  Securities for Sinking Fund

  	
  61

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIII EXTENSION OF INTEREST PAYMENT PERIOD

  	
  62

  
	
   

  	
   

  
	
  Section 13.1

  	
  Extension of Interest
  Payment Period

  	
  62

  
	
  Section 13.2

  	
  Notice of Extension

  	
  62

  
	
  Section 13.3

  	
  Limitation of
  Transactions

  	
  63

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIV SUBORDINATION OF SECURITIES

  	
  63

  
	
   

  	
   

  	
   

  
	
  Section 14.1

  	
  Agreement to Subordinate

  	
  63

  



 


-iii-

















 


	
  Section 14.2

  	
  Default on Senior
  Indebtedness

  	
  64

  
	
  Section 14.3

  	
  Liquidation;
  Dissolution; Bankruptcy

  	
  64

  
	
  Section 14.4

  	
  Subrogation

  	
  66

  
	
  Section 14.5

  	
  Trustee To Effectuate
  Subordination

  	
  67

  
	
  Section 14.6

  	
  Notice by the Company

  	
  67

  
	
  Section 14.7

  	
  Rights of the Trustee;
  Holders of Senior Indebtedness

  	
  68

  
	
  Section 14.8

  	
  Subordination
  May Not Be Impaired

  	
  68

  
	
  Section 14.9

  	
  Trustee’s Compensation
  Not Prejudiced

  	
  68

  
	
   

  	
   

  	
   

  
	
  ARTICLE XV MISCELLANEOUS

  	
  69

  
	
   

  	
   

  	
   

  
	
  Section 15.1

  	
  Acknowledgement of
  Rights

  	
  69

  



 


-iv-

















 


INDEX
OF TERMS


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  Act

  	
  2, 10

  
	
  Additional Interest

  	
  2, 27

  
	
  Affiliate

  	
  2

  
	
  Authenticating Agent

  	
  2

  
	
  Board of Directors

  	
  2

  
	
  Board Resolution

  	
  2

  
	
  Book Entry Interest

  	
  2

  
	
  Business Day

  	
  2

  
	
  City National Trust

  	
  2

  
	
  Commission

  	
  2

  
	
  Common Securities

  	
  2

  
	
  Company

  	
  1, 2, 14

  
	
  Company Order

  	
  3

  
	
  Company Request

  	
  3

  
	
  Compounded Interest

  	
  3

  
	
  Corporate Trust Office

  	
  3

  
	
  Coupon Rate

  	
  3, 26

  
	
  Covenant Defeasance

  	
  3, 31

  
	
  Declaration

  	
  3

  
	
  Default

  	
  3

  
	
  Defaulted Interest

  	
  3

  
	
  Defeasance

  	
  3

  
	
  Deferred Interest

  	
  3

  
	
  Delaware Trustee

  	
  3

  
	
  Depositary

  	
  3

  
	
  Direct Action

  	
  3

  
	
  Dissolution Event

  	
  3

  
	
  Distributions

  	
  3

  
	
  Event of Default

  	
  3, 32

  
	
  Exchange Act

  	
  3

  
	
  Extended Interest
  Payment Period

  	
  4

  
	
  Federal Reserve

  	
  4

  
	
  Floating or Adjustable
  Rate Provision

  	
  4

  
	
  Floating or Adjustable
  Rate Security

  	
  4

  
	
  generally accepted
  accounting principles

  	
  1

  
	
  Global Security

  	
  4

  
	
  Guarantee Agreement

  	
  4

  
	
  Holder

  	
  4

  
	
  Indenture

  	
  4, 16

  
	
  Institutional Trustee

  	
  4

  
	
  Interest Payment Date

  	
  4, 14, 26

  
	
  mandatory sinking fund

  	
  17

  
	
  mandatory sinking fund
  payment

  	
  61

  



 


-i-

















 


	
  Maturity

  	
  4

  
	
  Non Book-Entry
  Preferred Securities

  	
  4, 28

  
	
  Officers’ Certificate

  	
  4

  
	
  Opinion of Counsel

  	
  5

  
	
  optional sinking fund
  payment

  	
  61

  
	
  Outstanding

  	
  5

  
	
  Paying Agent

  	
  5

  
	
  Person

  	
  6

  
	
  Place of Payment

  	
  6

  
	
  Predecessor Security

  	
  6

  
	
  Preferred Securities

  	
  6

  
	
  Preferred Security
  Certificate

  	
  6

  
	
  Preferred and Common
  Security Guarantee

  	
  6

  
	
  Redemption Date

  	
  6

  
	
  Redemption Option Date

  	
  6

  
	
  Redemption Price

  	
  6, 16

  
	
  Regular Record Date

  	
  6

  
	
  Regular Trustees

  	
  6

  
	
  Responsible Officer

  	
  7

  
	
  Securities

  	
  1, 7, 16

  
	
  Security Beneficial
  Owner

  	
  7

  
	
  Security Register

  	
  7, 23

  
	
  Security Registrar

  	
  7

  
	
  Senior Indebtedness

  	
  7

  
	
  Special Event

  	
  7

  
	
  Special Record Date

  	
  8

  
	
  Stated Maturity

  	
  8

  
	
  Subsidiary

  	
  8

  
	
  Tax Event

  	
  8

  
	
  Trust Indenture Act

  	
  8

  
	
  Trust Securities

  	
  8

  
	
  Trustee

  	
  8

  
	
  U.S. Government
  Obligations

  	
  8, 31

  
	
  Underwriting Agreement

  	
  8

  
	
  Vice President

  	
  8

  



 


-ii-

















 


City National
Corporation


 


Reconciliation and
tie between Trust Indenture Act of 1939 and

Indenture, dated as of December 8, 2009


 


	
  Trust Indenture Act
  Section

  	
   

  	
  Indenture
  Section

  	
   

  
	
  § 310

  	
   

  	
  (a)(1)

  	
   

  	
  6.9

  	
   

  
	
   

  	
   

  	
  (a)(2)

  	
   

  	
  6.9

  	
   

  
	
   

  	
   

  	
  (a)(3)

  	
   

  	
  Not Applicable

  	
   

  
	
   

  	
   

  	
  (a)(4)

  	
   

  	
  Not Applicable

  	
   

  
	
   

  	
   

  	
  (a): 6.8 6.10

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  § 311

  	
   

  	
  (a)

  	
   

  	
  6.13(a)

  	
   

  
	
   

  	
   

  	
  (b) 6.13(b)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)(2)

  	
   

  	
  7.3(a)(2)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  7.3(b)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  § 312(a)

  	
   

  	
   

  	
   

  	
  7.1 7.2(a)

  	
   

  
	
   

  	
   

  	
  (c) 7.2(b)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (d) 7.2(c)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  § 313

  	
   

  	
  (a)

  	
   

  	
  7.3(a)

  	
   

  
	
   

  	
   

  	
  (e) 7.3(b)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (f) 7.3(a). 7.3(b)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (g) 7.3(c)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  § 314 (a)

  	
   

  	
   

  	
   

  	
  7.4

  	
   

  
	
   

  	
   

  	
  (h) Not Applicable

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)(1)

  	
   

  	
  1.2

  	
   

  
	
   

  	
   

  	
  (c)(2)

  	
   

  	
  1.2

  	
   

  
	
   

  	
   

  	
  (c)(3)

  	
   

  	
  Not Applicable

  	
   

  
	
   

  	
   

  	
  (i) Not Applicable

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (j) 1.2

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  § 315

  	
   

  	
  (a)

  	
   

  	
  6.1(a)

  	
   

  
	
   

  	
   

  	
  (k) 6.2

  	
   

  	
  7.3(a)(6)

  	
   

  
	
   

  	
   

  	
  (l) 6.1(b)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (m) 6.1(c)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (d)(1)

  	
   

  	
  6.1(a)(1)

  	
   

  
	
   

  	
   

  	
  (d)(2)

  	
   

  	
  6.1(c)(2)

  	
   

  
	
   

  	
   

  	
  (d)(3)

  	
   

  	
  6.1(c)(3)

  	
   

  
	
   

  	
   

  	
  (n)5.14

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  § 316

  	
   

  	
  (a)

  	
   

  	
  1.1

  	
   

  
	
   

  	
   

  	
  (a)(1)(A)

  	
   

  	
  5.2

  	
   

  



 


-iii-

















 


	
  Trust Indenture Act
  Section

  	
   

  	
  Indenture
  Section

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  5.12

  	
   

  
	
   

  	
   

  	
  (a)(1)(B)

  	
   

  	
  5.13

  	
   

  
	
   

  	
   

  	
  (a)(2)

  	
   

  	
  Not Applicable

  	
   

  
	
   

  	
   

  	
  (o)5.8

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  § 317

  	
   

  	
  (a)(1)

  	
   

  	
  5.3

  	
   

  
	
   

  	
   

  	
  (a)(2)

  	
   

  	
  5.4

  	
   

  
	
   

  	
   

  	
  (p)10.3

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  § 318

  	
   

  	
  (a)

  	
   

  	
  1.7

  	
   

  



 






NOTE:  This reconciliation and tie shall not, for
any purpose, be deemed to be a part of the Indenture.


 


-iv-
















 


INDENTURE, dated as of December 8,
2009, between CITY NATIONAL CORPORATION, a corporation duly organized and
existing under the laws of the State of Delaware (herein 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 corporation duly
organized and existing under the laws of the State of New York, as Trustee
(herein called the “Trustee”).


 


Recitals of the Company


 


The Company has duly
authorized the execution and delivery of this Indenture to provide for the
issuance from time to time of its unsecured junior subordinated debentures,
notes or other evidences of indebtedness (herein called the “Securities”), to
be issued in one or more series as in this Indenture provided.


 


All things necessary to
make this Indenture a valid agreement of the Company, in accordance with its
terms, have been done.


 


NOW, THEREFORE, THIS
INDENTURE WITNESSETH:


 


For and in consideration
of the premises and the purchase of the Securities by the Holders thereof, it
is mutually covenanted and agreed, for the equal and proportionate benefit of
all Holders of the Securities or of series thereof, as follows:


 


ARTICLE
I

DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION


 


SECTION 1.1       Definitions.


 


For all purposes of this
Indenture, except as otherwise expressly provided or unless the context
otherwise requires:


 


(1)        the terms defined in this Article have
the meanings assigned to them in this Article and include the plural as well
as the singular;


 


(2)        all other terms used herein that are
defined in the Trust Indenture Act, either directly or by reference therein,
have the meanings assigned to them therein;


 


(3)        all accounting terms not otherwise
defined herein have the meanings assigned to them in accordance with generally
accepted accounting principles, and, except as otherwise herein expressly
provided, the term “generally accepted accounting principles” with respect to
any computation required or permitted hereunder shall mean such accounting
principles as are generally accepted at the date of such computation; and


 


(4)        the words “herein,” “hereof” and “hereunder”
and other words of similar import refer to this Indenture as a whole and not to
any particular Article, Section or other subdivision.


 

















 


Certain terms, used
principally in Article Six, are defined in that Article.


 


“Act” when used
with respect to any Holder, has the meaning specified in Section 1.4.


 


“Additional Interest”
has the meaning specified in Section 3.10(c).


 


“Affiliate” of any
specified Person means any other Person directly or indirectly controlling or
controlled by or under direct or indirect common control with such specified
Person.  For the purposes of this
definition, “control” when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms “controlling” and “controlled” have meanings correlative
to the foregoing.


 


“Authenticating Agent”
means any Person authorized by the Trustee to act on behalf of the Trustee to
authenticate Securities.


 


“Board of Directors”
means either the board of directors of the Company or any duly authorized committee
of that board.


 


“Board Resolution”
means a copy of a resolution certified by the Secretary or an Assistant
Secretary of the Company to have been duly adopted by the Board of Directors
and to be in full force and effect on the date of such certification, and
delivered to the Trustee.


 


“Book Entry Interest”
means a beneficial interest in a Global Security, ownership of which shall be
maintained and transfers of which shall be made through book entries by the
Depositary.


 


“Business Day”
means 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.


 


“City National Trust”
means City National Capital Trust I, or any other similar trust created for the
purpose of issuing Preferred Securities in connection with the issuances of
Securities under this Indenture.


 


“Commission” means
the Securities and Exchange Commission, as from time to time constituted,
created under the Exchange Act, or, if at any time after the execution of this
instrument such Commission is not existing and performing the duties now
assigned to it under the Trust Indenture Act, then the body performing such
duties at such time.


 


“Common Securities”
means undivided common beneficial interests in the assets of a City National
Trust that rank, except upon the occurrence and continuation of an Event of
Default, pari passu with
Preferred Securities issued by such City National Trust.


 


“Company” means
the Person named as the “Company” in the first paragraph of this instrument
until a successor corporation shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “Company” shall mean such
successor corporation.


 


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“Company Request”
or “Company Order” means a written request or order signed in the name
of the Company by its Chairman or a Vice Chairman of the Board, its President,
a Vice President, its Chief Financial Officer or its Chief Accounting Officer,
and by its Treasurer, a Deputy Treasurer, an Assistant Treasurer, its Secretary
or an Assistant Secretary, and delivered to the Trustee.


 


“Compounded Interest”
has the meaning specified in Section 13.1.


 


“Corporate Trust
Office” means the principal office of the Trustee in New York at which at
any particular time its corporate trust business shall be principally
administered, which at the date hereof is located at The Bank of New York Mellon
Trust Company, N.A., 700 South Flower Street, 5th Floor, Los Angeles, California  90017 Attention: Corporate Unit.


 


“Coupon Rate” has
the meaning specified in Section 3.10(a).


 


“Covenant Defeasance”
has the meaning specified in Section 4.3.


 


“Declaration”
means, with respect to a City National Trust, the amended and restated
declaration of trust or any other governing instrument of such City National
Trust.


 


“Default” has the
meaning specified in Section 5.7.


 


“Defaulted Interest”
has the meaning specified in Section 3.7.


 


“Defeasance” has
the meaning specified in Section 4.2.


 


“Deferred Interest”
has the meaning specified in Section 13.1.


 


“Delaware Trustee”
has the meaning specified in the Declaration of the applicable City National
Trust.


 


“Depositary”
means, with respect to Securities of any series issuable in whole or in part in
the form of one or more Global Securities, a clearing agency registered under
the Exchange Act that is designated to act as Depositary for such Securities as
contemplated by Section 3.1.


 


“Direct Action”
has the meaning specified in Section 15.1.


 


“Dissolution Event”
means, with respect to a City National Trust, that as a result of the
occurrence and continuation of a Special Event with respect to such City
National Trust, such City National Trust is to be dissolved in accordance with
its Declaration.


 


“Distributions” on
Trust Securities of a City National Trust has the meaning set forth in the
Declaration of such City National Trust.


 


“Event of Default”
has the meaning specified in Section 5.1.


 


“Exchange Act”
means the Securities Exchange Act of 1934 as amended from time to time, and any
successor legislation.


 


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“Extended Interest
Payment Period” has the meaning specified in Section 13.1.


 


“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.


 


“Floating or
Adjustable Rate Provision” means a formula or provision, specified in a
Board Resolution or an indenture supplemental hereto, providing for the
determination, whether pursuant to objective factors or pursuant to the sole
discretion of any Person (including the Company), and periodic adjustment of
the interest rate per annum borne by a Floating or Adjustable Rate Security.


 


“Floating or
Adjustable Rate Security” means any Security that provides for interest to
be payable thereon at a rate per annum that may vary from time to time over the
term thereof in accordance with a Floating or Adjustable Rate Provision.


 


“Global Security”
means a Security that evidences all or part of the Securities of any series and
is authenticated and delivered to, and registered in the name of, the
Depositary for such Securities or a nominee thereof.


 


“Guarantee Agreement”
means the guarantee agreement in such form as may be specified with respect to
the Securities of any series, in each case as amended from time to time.


 


“Holder” means a
Person in whose name a Security is registered in the Security Register.


 


“Indenture” means
this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and shall include the terms
of particular series of Securities established as contemplated by Section 3.1.


 


“Institutional Trustee”
has the meaning set forth in the Declaration of the applicable City National
Trust.


 


“Interest Payment Date”
has the meaning specified in Section 3.10(a).


 


“Maturity” when
used with respect to any Security, means the date on which the principal of
such Security or an installment of principal becomes due and payable as therein
or herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption or otherwise.


 


“Non Book-Entry
Preferred Securities” has the meaning specified in Section 3.12(a)(ii).


 


“Officers’ Certificate”
means a certificate signed by the Chairman or Vice Chairman of the Board, the
President, a Vice President, the Chief Financial Officer or the Chief
Accounting Officer, and by the Treasurer, a Deputy Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary, of the Company, and
delivered to the Trustee.  The officer
signing an Officer’s Certificate pursuant to Section 10.4 shall be the
principal executive, financial or accounting officer of the Company.


 


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“Opinion of Counsel”
means an opinion in writing signed by legal counsel, who may be an employee of
or counsel to the Company, or may be other counsel reasonably satisfactory to
the Trustee.  Each such opinion shall
include the statements provided for in Section 1.2 if and to the extent
required by the provisions of such Section.


 


“Outstanding” when
used with respect to Securities, means, as of the date of determination, all
Securities theretofore authenticated and delivered under this Indenture, except:


 


(i)         Securities theretofore cancelled by the
Trustee or delivered to the Trustee for cancellation;


 


(ii)        Securities for whose payment or
redemption money in the necessary amount has been theretofore deposited with
the Trustee or any Paying Agent (other than the Company) in trust or set aside
and segregated in trust by the Company (if the Company shall act as its own
Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed,
notice of such redemption has been duly given pursuant to this Indenture or
provision therefor satisfactory to the Trustee has been made; and


 


(iii)       Securities that have been paid pursuant
to Section 3.6 or in exchange for or in lieu of which other Securities
have been authenticated and delivered pursuant to this Indenture, other than
any such Securities in respect of which there shall have been presented to the
Trustee proof satisfactory to it that such Securities are held by a protected
purchaser in whose hands such Securities are valid obligations of the Company;


 


provided
that in determining whether the Holders of the requisite principal amount of
the Outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder Securities owned by the Company
or any other obligor upon the Securities or any Affiliate of the Company or of
such other obligor shall be disregarded and deemed not to be Outstanding; provided, however,
that, in determining whether the Trustee shall be protected in relying, upon
any such request, demand, authorization, direction, notice, consent or waiver,
only Securities that a Responsible Officer of the Trustee actually knows to be
so owned shall be so disregarded and provided,
further, that Securities held by
the Institutional Trustee for the benefit of the holders of the Trust
Securities shall not be so disregarded. 
Securities so owned that have been pledged in good faith may be regarded
as Outstanding if the pledgee establishes to the satisfaction of the Trustee
the pledgee’s right so to act with respect to such Securities and that the
pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.


 


“Paying Agent”
means any Person authorized by the Company to pay the principal of (or premium,
if any) or interest on any Securities on behalf of the Company.


 


“Person” means any
individual, corporation, partnership, limited liability company, joint venture,
association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.


 


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“Place of Payment,”
when used with respect to the Securities of any series, means the place or
places where the principal of (and premium, if any) and interest on the
Securities of that series are payable as specified as contemplated by Section 3.1.


 


“Predecessor Security”
of any particular Security means every previous Security evidencing all or a
portion of the same debt as that evidenced by such particular Security; and,
for the purposes of this definition, any Security authenticated and delivered
under Section 3.6 in exchange for or in lieu of a mutilated, destroyed,
lost or stolen Security shall be deemed to evidence the same debt as the
mutilated, destroyed, lost or stolen Security.


 


“Preferred Securities”
means undivided preferred beneficial interests in the assets of a City National
Trust that rank, except upon the occurrence and continuation of an Event of
Default, pari passu with Common
Securities issued by such City National Trust.


 


“Preferred Security
Certificate” has the meaning specified in the Declaration of the applicable
City National Trust.


 


“Preferred and Common
Security Guarantee” means the guarantee by the Company of distributions on
the Preferred Securities of a City National Trust to the extent provided in the
related Guarantee Agreement.


 


“Redemption Date,”
when used with respect to any Security to be redeemed, means the date fixed for
such redemption by or pursuant to this Indenture.


 


“Redemption Option
Date” means, with respect to a series of Securities, the date specified as
contemplated by Section 3.1 on or after which, from time to time, the
Company, at its option, may redeem such series of Securities in whole or in
part.


 


“Redemption Price”
when used with respect to any Security to be redeemed, means such percentage of
the principal amount of such Security that is specified pursuant to Section 3.1
plus any accrued and unpaid interest thereon to the date of redemption.


 


“Regular Record Date”
for the interest payable on any Interest Payment Date on the Securities of any
series means, unless otherwise provided pursuant to Section 3.1 with
respect to Securities of a series, (i) in the case of Securities of a
series represented by one or more Global Securities, the Business Day next
preceding such Interest Payment Date and (ii) in the case of Securities of
a series not represented by one or more Global Securities, the date that is
fifteen days next preceding such Interest Payment Date (whether or not a
Business Day).


 


“Regular Trustees”
has the meaning set forth in the Declaration of the applicable City National
Trust.


 


“Responsible Officer”
means, with respect to the Trustee, any officer within the Corporate Trust
Office of the Trustee having direct responsibility for the administration of
this Indenture and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of that
officer’s knowledge of and familiarity with the particular subject.


 


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“Securities” has
the meaning stated in the first recital of this Indenture and more particularly
means any Securities authenticated and delivered under this Indenture.


 


“Security Beneficial
Owner” means, with respect to a Book Entry Interest, a person who is the
beneficial owner of such Book Entry Interest, as reflected on the books of the
Depositary, or on the books of a Person maintaining an account with such
Depositary (directly as a Depositary participant or as an indirect participant,
in each case in accordance with the rules of the Depositary).


 


“Security Register”
and “Security Registrar” have the respective meanings specified in Section 3.5.


 


“Senior Indebtedness”
means, with respect to the Company, (i) the principal, premium, if any,
and interest in respect of (A) indebtedness of the Company for money
borrowed and (B) indebtedness evidenced by securities, debentures, notes,
bonds or other similar instruments issued by the Company; (ii) all capital
lease obligations of the Company; (iii) all obligations of the Company
issued or assumed as the deferred purchase price of property, all conditional
sale obligations of the Company and all obligations of the Company under any
title retention agreement (but excluding trade accounts payable arising in the
ordinary course of business); (iv) all obligations, contingent or
otherwise, of the Company for the reimbursement of any letter of credit, any
banker’s acceptance, any security purchase facility, any repurchase agreement
or similar arrangement, any interest rate swap, cap or other agreements,
interest rate future or options contracts, currency swap agreements, currency
future or option contracts, any hedging arrangement, any obligation under
option contracts or any similar credit or other transaction; (v) all
obligations, of the type referred to in clauses (i) through (iv) above
of other Persons for the payment of which the Company is responsible or liable
as obligor, guarantor or otherwise (“guarantees”); and (vi) all
obligations of the type referred to in clauses (i) through (v) above
of other Persons secured by any lien on any property or asset of the Company
(whether or not such obligation is assumed by the Company), whether incurred on
or prior to the date of this Indenture or thereafter incurred, except that
Senior Indebtedness does not include obligations in respect of (1) any
indebtedness issued under this Indenture, (2) the Preferred Securities
Guarantee, and (3) any indebtedness or any guarantee that is by its terms
subordinated to or pari passu with
the Securities and the issuance of which, in the case of this clause (3) 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 Securities
from qualifying for Tier 1 capital treatment (irrespective of any limits on the
amount includible in the Company’s Tier 1 capital) under the applicable capital
adequacy guidelines, regulations, policies or published interpretations of the
Federal Reserve.


 


“Special Event”
with respect to a City National Trust, has the meaning specified in the
Declaration of such City National Trust.


 


“Special Record Date”
for the payment of any Defaulted Interest means a date fixed by the Trustee
pursuant to Section 3.7.


 


“Stated Maturity”
when used with respect to any Security or any installment of principal thereof
or interest thereon, means the date specified in such Security as the fixed
date on which the principal of such Security or such installment of principal
or interest is due and payable.


 


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“Subsidiary” means
a corporation more than 50% of the outstanding voting stock of which is owned,
directly or indirectly, by the Company or by one or more other Subsidiaries, or
by the Company and one or more other Subsidiaries.  For purposes of this definition, “voting
stock” means stock that ordinarily has voting power for the election of
directors, whether at all times or for only so long as no senior class of stock
has such voting power by reason of any contingency.


 


“Tax Event” with
respect to a City National Trust, has the meaning set forth in the Declaration
of the applicable City National Trust.


 


“Trust Indenture Act”
means the Trust Indenture Act of 1939, as in force at the date as of which this
instrument was executed, except as provided in Section 9.5.


 


“Trust Securities”
means Common Securities and Preferred Securities of any City National Trust.


 


“Trustee” means
the Person named as the “Trustee” in the first paragraph of this instrument
until a successor Trustee shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “Trustee” shall mean or include
each Person who is then a Trustee hereunder, and if at any time there is more
than one such Person, “Trustee” as used with respect to the Securities of any
series shall mean the Trustee with respect to Securities of that series.


 


“Underwriting
Agreement” has the meaning set forth in the Declaration of the applicable
City National Trust.


 


“U.S. Government
Obligations” has the meaning specified in Section 4.4.


 


“Vice President”
when used with respect to the Company or the Trustee, means any vice president,
whether or not designated by a number or a word or words added before or after
the title “vice president.”


 


SECTION 1.2       Compliance
Certificates and Opinions.


 


Upon any application or
request by the Company to the Trustee to take any action under any provision of
this Indenture, the Company shall furnish to the Trustee an Officer’s
Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with or an Opinion
of Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.


 


Every certificate or
opinion with respect to compliance with a condition or covenant provided for in
this Indenture shall include,


 


(1)        a statement that each individual signing
such certificate or opinion has read such covenant or condition and the
definitions herein relating thereto;


 


-8-

















 


(2)        a brief statement as to the nature and
scope of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based;


 


(3)        a statement that, in the opinion of each
such individual, he has made such examination or investigation as is necessary
to enable him to express an informed opinion as to whether or not such covenant
or condition has been complied with; and


 


(4)        a statement as to whether, in the
opinion of each such individual, such condition or covenant has been complied
with.


 


SECTION 1.3       Form of
Documents Delivered to Trustee.


 


In any case where several
matters are required to be certified by, or covered by an opinion of, any specified
Person, it is not necessary that all such matters be certified by, or covered
by the opinion of, only one such Person, or that they be so certified or
covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.


 


Any certificate or
opinion of an officer of the Company may be based, insofar as it relates to
legal matters, upon a certificate or opinion of, or representations by,
counsel, unless such officer knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
the matters upon which his certificate or opinion is based are erroneous.  Any such certificate or Opinion of Counsel
may be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the Company
stating that the information with respect to such factual matters is in the
possession of the Company, unless such counsel knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous.


 


Where any Person is
required to make, give or execute two or more applications, requests, consents,
certificates, statements, opinions or other instruments under this Indenture,
they may, but need not, be consolidated and form one instrument.


 


SECTION 1.4       Acts
of Holders; Record Dates.


 


(a)        Any request, demand, authorization,
direction, notice, consent, waiver or other action provided or permitted by
this Indenture to be given or taken by Holders shall be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Holders in person or by an agent duly appointed in writing; and, except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments are delivered to the Trustee and, where it is
hereby expressly required, to the Company. 
Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the “Act” of the Holders
signing such instrument or instruments. 
Proof of execution of any such instrument or of a writing appointing any
such agent shall be sufficient for any purpose of this Indenture and (subject
to Section 6.1) conclusive in favor of the Trustee and the Company, if
made in the manner provided in this Section.


 


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(b)        The fact and date of the execution by
any Person of any such instrument or writing may be proved by the affidavit of
a witness of such execution or by a certificate of a notary public or other
officer authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to him the execution
thereof.  Where such execution is by a
signer acting in a capacity other than his individual capacity, such certificate
or affidavit shall also constitute sufficient proof of his authority.  The fact and date of the execution of any
such instrument or writing, or the authority of the Person executing the same,
may also be proved in any other manner that the Trustee deems sufficient.


 


(c)        The ownership of Securities shall be
proved by the Security Register.


 


(d)        Any request, demand, authorization,
direction, notice, consent, waiver or other Act of the Holder of any Security
shall bind every future Holder of the same Security and the Holder of every
Security issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or suffered to
be done by the Trustee or the Company in reliance thereon, whether or not
notation of such action is made upon such Security.


 


SECTION 1.5       Notices,
Etc., to Trustee and Company.


 


Any request, demand,
authorization, direction, notice, consent, waiver or Act of Holders or other
document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with,


 


(1)        the Trustee by any Holder or by the
Company shall be sufficient for every purpose hereunder if made, given,
furnished or filed in writing to or with the Trustee at its Corporate Trust
Office, Attention: Institutional Trust Group; provided,
however, that such instrument
will be considered properly given if submitted in an electronic format, i.e., by facsimile, E-Mail or otherwise,
or


 


(2)        the Company by the Trustee or by any
Holder shall be sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
the Company addressed to it at the address of its principal office specified in
the first paragraph of this instrument or at any other address previously
furnished in writing to the Trustee by the Company; provided, however,
that such instrument will be considered properly given if submitted in an
electronic format, i.e., by
facsimile, E-Mail or otherwise.


 


The Trustee agrees to
accept and act upon instructions or directions pursuant to this Indenture sent
by unsecured e-mail, pdf, facsimile transmission or other similar unsecured
electronic methods; provided, however, that (a) the party providing such
written instructions, subsequent to such transmission of written instructions,
shall provide the originally executed instructions or directions to the Trustee
in a timely manner, and (b) such originally executed instructions or directions
shall be signed by an authorized representative of the party providing such
instructions or directions.  If the party
elects to give the Trustee e-mail or facsimile instructions (or instructions by
a similar electronic method) and the Trustee in its discretion elects to act
upon such instructions, the Trustee’s understanding of such instructions shall
be deemed controlling.  The Trustee shall
not be liable for any losses, costs or expenses arising directly or indirectly
from the Trustee’s reliance upon and compliance with such instructions
notwithstanding such instructions conflict or are inconsistent with a
subsequent written instruction.  The
party providing electronic instructions agrees to assume all risks arising out
of the use of such electronic methods to submit instructions and directions to
the Trustee, including without limitation the risk of the Trustee acting on
unauthorized instructions, and the risk or interception and misuse by third
parties.


 


SECTION 1.6       Notice
to Holders; Waiver.


 


Where this Indenture
provides for notice to Holders of any event, such notice shall be sufficiently
given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder affected by such event, at his
address as it appears in the Security Register, not later than the latest date
and not earlier than the earliest date, prescribed for the giving of such
notice.  In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders.  Where this Indenture provides for notice in
any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be
the equivalent of 


 


-10-

















 


such notice.  Waivers of notice by Holders shall be filed
with the Trustee, but such filing shall not be a condition precedent to the
validity of any action taken in reliance upon such waiver.


 


In case by reason of the
suspension of regular mail service or by reason of any other cause it shall be
impracticable to give such notice by mail, then such notification as shall be
made with the approval of the Trustee shall constitute a sufficient notification
for every purpose hereunder.


 


SECTION 1.7       Conflict
with Trust Indenture Act.


 


If any provision hereof
limits, qualifies or conflicts with another provision hereof that is required
to be included in this Indenture by any of the provisions of the Trust
Indenture Act, such required provision shall control.


 


SECTION 1.8       Effect
of Headings and Table of Contents.


 


The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.


 


SECTION 1.9       Successors
and Assigns.


 


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


 


SECTION 1.10     Separability
Clause.


 


In case any provision in
this Indenture or in the Securities 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 1.11     Benefits
of Indenture.


 


Nothing in this Indenture
or in the Securities, express or implied, shall give to any Person, other than
the parties hereto and their successors hereunder, the holders of Senior
Indebtedness and the Holders, any benefit or any legal or equitable right,
remedy or claim under this Indenture.


 


SECTION 1.12     Governing
Law.


 


This Indenture and the
Securities shall be governed by, and construed and interpreted in accordance
with, the laws of the State of New York, and all rights and remedies shall be
governed by such laws without regard for the principles of its conflicts of
laws.


 


SECTION 1.13     Legal
Holidays.


 


In any case where any
Interest Payment Date, Redemption Date or Stated Maturity of any Security shall
not be a Business Day at any Place of Payment, then (notwithstanding any other
provision of this Indenture or of the Securities) payment of interest or
principal (and premium, if 


 


-11-

















 


any) need not be made at
such Place of Payment on such date, but may be made on the next succeeding
Business Day at such Place of Payment with the same force and effect as if made
on the Interest Payment Date or Redemption Date, or at the Stated Maturity, provided that no interest shall accrue for
the period from and after such Interest Payment Date, Redemption Date or Stated
Maturity, as the case may be, except that, if such Business Day is in the next
succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such date.


 


SECTION 1.14     Tax
Characterization.


 


The Company, the Trustee
and each Holder of a Security (by acceptance thereof) agrees to treat the
Securities as debt instruments for United States federal, state and local
income and franchise tax purposes and agrees not to take any contrary position
before any taxing authority or on any tax return unless otherwise required by
law.


 


ARTICLE
II

SECURITY FORMS


 


SECTION 2.1       Forms
Generally.


 


The Securities of each
series shall be in substantially the form set forth in this Article, or in such
other form as shall be established by or pursuant to a Board Resolution or in
one or more indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or Depositary
therefor or as may, consistently herewith, be determined by the officers
executing such Securities, as evidenced by their execution of such
Securities.  If the form of Securities of
any series is established by action taken pursuant to a Board Resolution, a
copy of an appropriate record of such action shall be certified by the
Secretary or an Assistant Secretary of the Company and delivered to the Trustee
at or prior to the delivery of the Company Order contemplated by Section 3.3
for the authentication and delivery of such Securities.


 


The Trustee’s
certificates of authentication shall be in substantially the form set forth in
this Article.


 


The definitive Securities
may be produced in any manner as determined by the officers executing such
Securities, as evidenced by their execution of such Securities.


 


SECTION 2.2       Form of
Face of Security.


 


[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 


 


-12-

















 


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.]


 


	
  No.

  	
   

  	
   

  	
   

  



 


-13-

















 


CITY NATIONAL CORPORATION


 


[INSERT TITLE OF SERIES OF SECURITY]


 


CITY NATIONAL
CORPORATION, a Delaware corporation (the “Company,” which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to               or registered assigns, the principal sum of              Dollars ($             ) on                                   ,         , and to pay interest on said
principal sum from                             ,         , or from the most recent interest
payment date (each such date, an “Interest Payment Date”) to which interest has
been paid or duly provided for, [quarterly] [(subject to deferral as set forth
herein)] in arrears on [                  ,                   ,
                  
and] of each year commencing                                  ,          ,
at [If the Security is to bear interest at a
fixed rate, insert a rate of         %
per annum,] [If the Security is a
Floating or Adjustable Rate Security, insert a rate of         % per annum
[computed-determined] in accordance with the [insert
defined name of Floating or Adjustable Rate Provision] set forth
below] until the principal hereof shall have become due and payable, and on any
overdue principal and premium, if any, and (without duplication and to the
extent that payment of such interest is enforceable under applicable law) on
any overdue installment of interest at the same rate per annum compounded
[quarterly].  The amount of interest
payable on any Interest Payment Date shall be computed on the basis of a
360-day year of twelve 30-day months.  In
the event that any date on which interest is payable on this Security is not a
Business Day, then payment of interest payable on such date will be made on the
next succeeding day that is a Business Day (and without any interest or other
payment in respect of any such delay), except that, if such Business Day is in
the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and effect
as if made on such date.  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, as defined
in said Indenture) is registered at the close of business on the regular record
date for such interest installment, which shall be the close of business on the
Business Day next preceding such Interest Payment Date, [IF PURSUANT TO THE
PROVISIONS OF THE INDENTURE THE SECURITIES ARE NO LONGER REPRESENTED BY A
GLOBAL SECURITY — which shall be the close of business on the        Business Day next preceding such
Interest Payment Date.] Any such interest installment not punctually paid or
duly provided for shall forthwith cease to be payable to the registered Holders
on such regular record date and may 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 to be fixed by the Trustee for the payment of
such defaulted interest, notice whereof shall be given to the registered
Holders of this series of Securities not less than 10 days prior to such
special record date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture.  Payments on this Global Security will be made
to the Depository Trust Company, or to a successor Depositary.  [IF PURSUANT TO THE PROVISIONS OF THE
INDENTURE THE SECURITIES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY — The
principal of (and premium, if any) and the interest on this Security shall be
payable at the office or agency of the Trustee maintained for that purpose in
any coin or currency of the United States of America that at the time of
payment is legal tender for payment of public and private debts;  


 


-14-

















 


provided,
however, that payment of interest may be made at the option
of the Company by check mailed to the registered Holder at such address as
shall appear in the Security Register. 
Notwithstanding the foregoing, so long as the Holder of this Security is
the Institutional Trustee of a City National Trust, the payment of the
principal of (and premium, if any) and interest on this Security will be made
at such place and to such account as may be designated by such Institutional
Trustee.]


 


The Securities are not
deposits or savings accounts.  The
Securities are not insured by the Federal Deposit Insurance Corporation or any
other governmental agency or instrumentality.


 


[At
this point in the Security Form of any series of Floating or Adjustable
Rate Securities, the text of the Floating or Adjustable Rate Provision relating
thereto should be inserted.]


 


The indebtedness
evidenced by this Security is, to the extent provided in the Indenture,
subordinate and junior in right of payment to the prior payment in full of all
Senior Indebtedness of the Company, 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 or her behalf to take such action as may be
necessary or appropriate to acknowledge or effectuate the subordination so
provided and (c) appoints the Trustee his or her attorney-in-fact for any
and all such purposes.  Each Holder
hereof, by his or her acceptance hereof, hereby waives all notice of the
acceptance of the subordination provisions contained herein and in the
Indenture by each holder of Senior Indebtedness of the Company, whether now
outstanding or hereafter incurred, and waives reliance by each such holder upon
said provisions.


 


This Security shall not
be entitled to any benefit under the Indenture hereinafter referred to, be
valid or become obligatory for any purpose until the Certificate of
Authentication hereon shall have been signed by or on behalf of the Trustee.


 


The provisions of this
Security are continued on the reverse side hereof and such continued provisions
shall for all purposes have the same effect as though fully set forth at this
place.


 


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


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CITY NATIONAL
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


-15-

















 


SECTION 2.3       Form of
Reverse of Security.


 


This Security is one of a
duly authorized series of securities of the Company (herein sometimes referred
to as the “Securities”), specified in the Indenture, all issued or to be issued
in one or more series under and pursuant to an Indenture dated as of December 8,
2009 (the “Indenture”), duly executed and delivered between the Company and The
Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), to
which Indenture and all indentures supplemental thereto reference is hereby
made for a description of the respective rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and
the Holders of the Securities.  By the
terms of the Indenture, the Securities are issuable in series that may vary as
to amount, date of maturity, rate of interest and in other respects as provided
in the Indenture.  This series of
Securities is limited in aggregate principal amount to $                      (, plus up to an additional $                   
aggregate principal amount which may be issued upon exercise of the
over-allotment option contemplated by the Underwriting Agreement).


 


Because of the occurrence
and continuation of a Tax Event, in certain circumstances, this Security may
become due and payable at [specify redemption prices] % of the principal amount
thereof, together with any interest accrued thereon (the “Redemption Price”).  The Redemption Price shall be paid prior to
12:00 noon, New York City time, on the date of such redemption or at such
earlier time as the Company determines. 
The Company shall have the right to redeem this Security at the option
of the Company, without premium or penalty, in whole or in part at any time on
or after                 ,
               
(an “Optional Redemption”), or at any time in certain circumstances upon the
occurrence of a Tax Event, at a redemption price equal to [specify redemption
prices] % of the principal amount thereof, plus any accrued but unpaid interest
to the date of such redemption (the “Optional Redemption Price”).  Any redemption pursuant to this paragraph
will be made upon not less than 30 days nor more than 60 days notice, at the
Optional Redemption Price.  If the
Securities are only partially redeemed by the Company pursuant to an Optional
Redemption, the Securities will be redeemed pro
rata or by lot or by any other method utilized by the Trustee; provided that if, at the time of
redemption, the Securities are registered as a Global Security, the Depositary
shall determine the principal amount of such Securities held by each Security
Beneficial Owner to be redeemed in accordance with its procedures.


 


Any redemption of the
Securities of this series, in whole or in part, prior to the stated maturity
date is subject to receipt by the Company of prior written approval from the
Federal Reserve Bank of San Francisco, if then required under applicable
capital adequacy guidelines, regulations or policies of the Board of Governors
of the Federal Reserve System.


 


[The Securities of this
series are subject to redemption upon not less than 30 days’ nor, more than 60
days’ notice by mail, (1) on                    
in any year commencing with the year                
and ending with the year           through operation of the sinking fund for this
series at a Redemption Price of               , (2) at any time [on or
after                       , 20      , as a whole or in part, at the
election of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount): If redeemed [on or before               ,             , and if redeemed during the
12-month period beginning                       of the years indicated, and thereafter at a
Redemption Price equal to         %
of the principal amount, together in the case of any such redemption (whether
through operation of the sinking fund or otherwise) with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to 


 


-16-

















 


such Redemption Date will
be payable to the Holders of such Securities, or one or more Predecessor
Securities, of record at the close of business on the relevant Record Dates
referred to on the face hereof, all as provided in the Indenture.]


 


[Notwithstanding the
foregoing, the Company may not, prior to                 , redeem any Securities of this series as
contemplated by the preceding paragraph as a part of, or in anticipation of,
any refunding operation by the application, directly or indirectly, of monies
borrowed having an interest cost to the Company (calculated in accordance with
generally accepted financial practice) of less than       % per annum.] [The sinking fund for this
series provides for the redemption on                                 in each year beginning with the year           and ending with the year             
of [not less than] $                   
(“mandatory sinking fund”) and not more than $                   
aggregate principal amount of Securities of this series.  Securities of this series acquired or redeemed
by the Company otherwise than through [mandatory] sinking fund payments may be
credited against subsequent [mandatory] sinking fund payments otherwise
required to be made in the [inverse] order in which they become due.]


 


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.


 


In case an Event of
Default, as defined in the Indenture, shall have occurred and be continuing,
the principal of all of the Securities may be declared, and upon such
declaration shall become, due and payable, in the manner, with the effect and
subject to the conditions provided 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 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, 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 


 


-17-

















 


registration of transfer
or otherwise), irrespective of whether or not any notation of such consent or
waiver is made upon this Security.


 


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 time and place and at the rate and in the money herein prescribed.


 


The Company shall have
the right at any time during the term of the Securities and from time to time
to extend the interest payment period of such Securities for up to [20
consecutive quarters][10 consecutive semi-annual periods](an “Extended Interest
Payment Period”), at the end of which period the Company shall pay all interest
then accrued and unpaid (together with interest thereon at the rate specified
for the Securities to the extent that payment of such interest is enforceable
under applicable law); provided,
that no such Extended Interest Payment Period shall extend beyond the maturity
of the Securities; and provided further
that during any such Extended Interest Payment Period the Company shall not,
and shall not permit any Subsidiary to (i) declare or pay any dividends or
distributions on or redeem, purchase, acquire or make a liquidation payment
with respect to, 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 that rank pari passu with
or junior in interest to this Security or (iii) make any guarantee
payments with respect to any guarantee by the Company of the debt securities of
any Subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to this Security
(other than (a) dividends or distributions in capital stock of the
Company, (b) payments under the Guarantee with respect to the Preferred
Securities of the Trust , (c) any declaration of a dividend in connection
with the implementation of a stockholders’ rights plan, or the issuance of
stock under any such plan in the future 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 of dividends or
distributions on the capital stock of such Subsidiary to the Company or one of
its Affiliates).  Before the termination
of any such Extended Interest Payment Period, the Company may further extend
such Extended Interest Payment Period,
provided that such Extended Interest Payment Period together with
all such further extensions thereof shall not exceed [20 consecutive
quarters][10 consecutive semi-annual periods]. 
At the termination of any such Extended Interest Payment Period and upon
the payment of all accrued and unpaid interest and any additional amounts then
due, the Company may commence a new Extended Interest Payment Period.


 


As provided in the
Indenture and subject to certain limitations therein set forth, this Security
is transferable by the registered Holder hereof on the Security Register of the
Company, upon surrender of this Security for registration of transfer at the
office or agency of the Trustee in the City and State of New York accompanied
by a written instrument or instruments of transfer in form satisfactory to the
Company or the Trustee duly executed by the registered Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities
of authorized denominations and for the same aggregate principal amount and
series will be issued to the designated transferee or transferees.  No service charge will be made for any 


 


-18-

















 


such transfer, but the
Company or the Trustee may require payment of a sum sufficient to cover any tax
or other governmental charge payable in relation thereto.


 


Prior to due presentment
for registration of transfer of this Security, the Company, the Trustee, any
paying agent and the Security Registrar may deem and treat the registered
holder hereof as the absolute owner hereof (whether or not this Security shall
be overdue and notwithstanding any notice of ownership or writing hereon made
by anyone other than the Security Registrar) for the purpose of receiving
payment of or on account of the principal hereof and premium, if any, and
interest due hereon and for all other purposes, and neither the Company nor the
Trustee nor any paying agent nor any Security Registrar shall be affected by
any 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
$[25] and any integral multiple thereof.] [This Global Security is exchangeable
for Securities in definitive form only under certain limited circumstances set
forth in the Indenture.  Securities of
this series so issued are issuable only in registered form without coupons in
denominations of $[25] and any integral multiple thereof.] As provided in the
Indenture and subject to certain limitations [herein and] therein set
forth.  Securities of this series [so
issued] are exchangeable for a like aggregate principal amount of Securities of
this series of a different authorized denomination, as requested by the Holder
surrendering the same.


 


All terms used in this
Security that are defined in the Indenture shall have the meanings assigned to
them in the Indenture.


 


SECTION 2.4       Form of
Trustee’s Certificate of Authentication.


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the
Securities of the series of Securities described in the within-mentioned
Indenture.


 


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


 


as Trustee


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Officer

  	
   

  



 


-19-
















 


ARTICLE
III

THE SECURITIES


 


SECTION 3.1       Amount
Unlimited; Issuable in Series.


 


The aggregate principal
amount of Securities that may be authenticated and delivered under this
Indenture is unlimited.


 


The Securities may be
issued in one or more series.  There
shall be established in or pursuant to a Board Resolution, and set forth in an
Officers’ Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series:


 


(1)        the title of the Securities of the
series (which shall distinguish the Securities of the series from all
Securities of any other series);


 


(2)        the date or dates on which the principal
(and any premium on) of the Securities of the series is payable, and, if
applicable to the series, the terms of any sinking fund obligations with
respect to such series;


 


(3)        the rate or rates at which the
Securities of the series shall bear interest or the Floating or Adjustable Rate
Provision pursuant to which such rates shall be determined, the date or dates
from which any such interest shall accrue, the Interest Payment Dates on which
any such interest shall be payable and the Regular Record Date for the interest
payable on any Interest Payment Date (if such Interest Payment Dates or Regular
Record Dates differ from those provided herein);


 


(4)        the place or places where the principal
of (and any premium, if any) and interest on Securities of the series shall be
payable;


 


(5)        in addition to the redemption rights
provided herein, the period or periods within which (including the Redemption
Option Date for the series) and the price or prices at which any Securities of
the series may be redeemed, in whole or in part, at the option of the Company;


 


(6)        if other than denominations of $25 and
any integral multiple thereof, the denominations in which Securities of the
series shall be issuable;


 


(7)        any other defaults applicable with
respect to the Securities of the series in addition to those provided in Section 5.7(a) through
(f);


 


(8)        any other covenant or warranty included
for the benefit of Securities of the series in addition to (and not
inconsistent with) those included in this Indenture for the benefit of
Securities of all series, or any other covenant or warranty included for the
benefit of Securities of the series in lieu of any covenant or warranty
included in this Indenture for the benefit of Securities of all series, or any
provision that any covenant or warranty included in this Indenture for the
benefit of Securities of all series shall not be for the benefit of Securities
of the series, or any combination of such covenants, warranties or provisions;


 


-20-

















 


(9)        the subordination terms of the
Securities of the series;


 


(10)      the provisions of this Indenture, if any,
that shall not apply to the series; and


 


(11)      any other terms of the series (which
additional terms shall not be inconsistent with the provisions of this
Indenture).


 


All Securities of any one
series shall be substantially identical except as to denomination and except as
may otherwise be provided in or pursuant to such Board Resolution and set
forth, or determined in the manner provided, in the Officers’ Certificate
referred to above or in any such indenture supplemental hereto.


 


If any of the terms of
the Securities of a series are established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified
by the Secretary or an Assistant Secretary of the Company and delivered to the
Trustee at or prior to the delivery of the Officers’ Certificate setting forth
the terms of the Securities of such series.


 


SECTION 3.2       Denominations.


 


The Securities of each
series shall be issuable in registered form without coupons and in such
denominations as shall be specified as contemplated by Section 3.1.  In the absence of any such provisions with
respect to the Securities of any series, the Securities of such series shall be
issuable in denominations of $25 and any integral multiple thereof.


 


SECTION 3.3       Execution,
Authentication, Delivery and Dating.


 


The Securities shall be
executed on behalf of the Company by its Chairman or a Vice Chairman of the
Board, its President, a Vice President, the Chief Financial Officer or the
Chief Accounting Officer, under its corporate seal reproduced thereon attested
by its Secretary or one of its Assistant Secretaries.  The signature of any of these officers on the
Securities may be manual or facsimile.


 


Securities bearing the
manual or facsimile signatures of individuals who were at any time the proper
officers of the Company shall bind the Company, notwithstanding that such
individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Securities or did not hold such offices at
the date of such Securities.


 


At any time and from time
to time after the execution and delivery of this Indenture, the Company may
deliver Securities of any series executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities.  If the form or terms of the Securities of the
series have been established in or pursuant to one or more Board Resolutions as
permitted by Sections 2.1 and 3.1, in authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive at the time of the initial
delivery by the Company of Securities of such series to the Trustee for
authentication, and (subject to Section 6.1) shall be fully protected in
relying upon, an Opinion of Counsel stating,


 


-21-

















 


(1)        if the form of such Securities has been
established by or pursuant to Board Resolution as permitted by Section 2.1,
that such form has been established in conformity with the provisions of this
Indenture;


 


(2)        if the terms of such Securities have
been established by or pursuant to Board Resolution as permitted by Section 3.1,
that such terms have been established in conformity with the provisions of this
Indenture; and


 


(3)        that such Securities, when authenticated
and delivered by the Trustee and issued by the Company in the manner and
subject to any conditions specified in such Opinion of Counsel, will constitute
valid and legally binding obligations of the Company enforceable in accordance
with their terms, subject to bankruptcy, insolvency, reorganization, and other
laws of general applicability relating to or affecting the enforcement or
creditors’ rights and to general equity principles.


 


If such form or terms
have been so established, the Trustee shall not be required to authenticate
such Securities if the issue of such Securities pursuant to this Indenture will
affect the Trustee’s own rights, duties or immunities under the Securities and
this Indenture or otherwise in a manner that is not reasonably acceptable to
the Trustee.


 


Each Security shall be
dated the date of its authentication.


 


No Security shall be
entitled to any benefit under this Indenture or be valid or obligatory for any
purpose unless there appears on such Security a certificate of authentication
substantially in the form provided for herein executed by the Trustee by manual
signature, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder and is entitled to the benefits of this Indenture.


 


SECTION 3.4       Temporary
Securities.


 


Pending the preparation
of definitive Securities of any series, the Company may execute, and upon
receipt of a Company Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the
tenor of the definitive Securities in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as
the directors or officers executing such Securities may determine, as evidenced
by their execution of such Securities.


 


If temporary Securities
of any series are issued, the Company will cause definitive Securities of that
series to be prepared without unreasonable delay.  After the preparation of definitive
Securities of such series, the temporary Securities of such series shall be
exchangeable for definitive Securities of such series upon surrender of the
temporary Securities of such series at the office or agency of the Company in a
Place of Payment for Securities of that series, without charge to the
Holder.  Upon surrender for cancellation
of any one or more temporary Securities of any series, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
like aggregate principal amount of definitive Securities of the same series and
of like tenor of authorized denominations. 
Until so exchanged, the temporary Securities of 


 


-22-

















 


any series shall in all
respects be entitled to the same benefits under this Indenture as definitive
Securities of such series.


 


SECTION 3.5       Registration,
Registration of Transfer and Exchange.


 


The Company shall cause
to be kept at the Corporate Trust Office of the Trustee a register (the
register maintained in such office and in any other office or agency of the
Company in a Place of Payment being herein sometimes collectively referred to
as the “Security Register”) in which, subject to such reasonable regulations as
it may prescribe, the Company shall provide for the registration of Securities,
or of Securities of a particular series, and of transfers of Securities or of
Securities of such series.  The Trustee
is hereby appointed “Security Registrar” for the purpose of registering
Securities and transfers of Securities as herein provided.


 


Subject to Section 3.11,
upon surrender for registration of transfer of any Security of any series at
the office or agency of the Company in a Place of Payment for Securities of
that series, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities of like tenor of the same series, of any authorized denominations
and of a like aggregate principal amount.


 


Subject to Section 3.11,
at the option of the Holder, Securities of any series may be exchanged for
other Securities of like tenor of the same series, of any authorized
denominations and of a like aggregate principal amount, upon surrender of the
Securities to be exchanged at such office or agency.  Whenever any Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities that the Holder making the exchange is entitled to
receive.


 


All Securities issued
upon any registration of transfer or exchange of Securities shall be the valid
obligations of the Company, evidencing the same debt, and entitled to the same
benefits under this Indenture, as the Securities surrendered upon such
registration of transfer or exchange.


 


Every Security presented
or surrendered for registration of transfer or for exchange shall (if so
required by the Company or the Trustee) be duly endorsed, or be accompanied by
a written instrument of transfer in form satisfactory to the Company and the
Security Registrar, duly executed by the Holder thereof or his attorney duly
authorized in writing.


 


No service charge shall
be made for any registration of transfer or exchange of Securities, but the
Company or the Trustee may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges pursuant
to Section 3.4, 9.6 or 11.7 not involving any transfer.


 


The Company shall not be
required (i) to issue, register the transfer of or exchange any Security
of any series during a period beginning at the opening of business 15 days
before the day of the mailing of a notice of redemption of Securities of such
series selected for redemption under Section 11.3 and ending at the close
of business on the day of such mailing, or (ii) to register the transfer
of or exchange any Security so selected for redemption in whole or in part,
except the unredeemed portion of any Security being redeemed in part.


 


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SECTION 3.6       Mutilated,
Destroyed, Lost and Stolen Securities.


 


If any mutilated Security
is surrendered to the Trustee, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security of the same series
and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.


 


If there shall be delivered
to the Company and the Trustee (i) evidence to their satisfaction of the
destruction, loss or theft of any Security and (ii) such security or
indemnity as may be required by them to save each of them and any agent of
either of them harmless, then, in the absence of notice to the Company or the
Trustee that such Security has been acquired by a protected purchaser, the
Company shall execute and upon its written request the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.


 


In case any such
mutilated, destroyed, lost or stolen Security has become or is about to become
due and payable, the Company in its discretion may, instead of issuing a new
Security, pay such Security.


 


Upon the issuance of any
new Security under this Section, the Company may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee) connected therewith.


 


Every new Security of any
series issued pursuant to this Section in lieu of any destroyed, lost or
stolen Security shall constitute an original additional contractual obligation
of the Company, whether or not the destroyed, lost or stolen Security shall be
at any time enforceable by anyone, and shall be entitled to all the benefits of
this Indenture equally and proportionately with any and all other Securities of
that series duly issued hereunder.


 


The provisions of this Section are
exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities.


 


SECTION 3.7       Payment
of Interest; Interest Rights Preserved.


 


Interest on any Security
that is payable, and is punctually paid or duly provided for, on any Interest
Payment Date shall be paid to the Person in whose name that Security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest.


 


Interest on any Security
of any series that is payable, but is not punctually paid or duly provided for,
on any Interest Payment Date (herein called “Defaulted Interest”) shall
forthwith cease to be payable to the Holder on the relevant Regular Record Date
by virtue of having been such Holder, and such Defaulted Interest may be paid
by the Company, at its election in each case, as provided in clause (1) or
(2) below:


 


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(1)        The Company may elect to make payment of
any Defaulted Interest to the Persons in whose names the Securities of such
series (or their respective Predecessor Securities) are registered at the close
of business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner.  The Company shall notify the Trustee in writing
of the amount of Defaulted Interest proposed to be paid on each Security of
such series and the date of the proposed payment, and at the same time the
Company shall deposit with the Trustee an amount of money equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for such deposit prior to
the date of the proposed payment, such money when deposited to be held in trust
for the benefit of the Persons entitled to such Defaulted Interest as in this
Clause provided.  Thereupon the Trustee
shall fix a Special Record Date for the payment of such Defaulted Interest
which shall be not more than 15 days and not less than 10 days prior to the
date of the proposed payment and not less than 10 days after the receipt by the
Trustee of the notice of the proposed payment. 
The Trustee shall promptly notify the Company of such Special Record
Date and, in the name and at the expense of the Company, shall cause notice of
the proposed payment of such Defaulted Interest and the Special Record Date
therefor to be mailed, first-class postage prepaid, to each Holder of
Securities of such series at his address as it appears in the Security
Register, not less than 10 days prior to such Special Record Date.  Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been so mailed,
such Defaulted Interest shall be paid to the Persons in whose names the
Securities of such series (or their respective Predecessor Securities) are
registered at the close of business on such Special Record Date and shall no
longer be payable pursuant to the following clause (2).


 


(2)        The Company may make payment of any
Defaulted Interest on the Securities of any series in any other lawful manner
not inconsistent with the requirements of any securities exchange on which such
Securities may be listed, and upon such notice as may be required by such
exchange, if, after written notice given by the Company to the Trustee of the
proposed payment pursuant to this Clause, such manner of payment shall be
deemed practicable by the Trustee in its sole discretion.


 


Subject to the foregoing
provisions of this Section, each Security delivered under this Indenture upon
registration of transfer of or in exchange for or in lieu of any other Security
shall carry the rights to interest accrued and unpaid, and to accrue that were
carried by such other Security.


 


For the purposes of
determining the Holders who are entitled to participate in any distribution on
the Securities in respect of which a Regular Record Date or a Special Record
Date is not otherwise provided for in this Indenture, or for the purpose of any
other action (unless provided for pursuant to Section 3.1), the Company
may from time to time fix a date, not more than 90 days prior to the date of
the payment of distribution or other action, as the case may be, as a record
date for the determination of the identity of the Holders of record for such
purposes.


 


SECTION 3.8       Persons
Deemed Owners.


 


The Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name
any Security is registered as the owner of such Security for the purpose of
receiving payment of principal of (and premium, if any) and (subject to Section 3.7)
interest on 


 


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such Security and for all
other purposes whatsoever, whether or not such Security be overdue, and neither
the Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.


 


SECTION 3.9       Cancellation.


 


All Securities
surrendered for payment, redemption, registration of transfer or exchange or
for credit against any sinking fund payment shall, if surrendered to any Person
other than the Trustee, be delivered to the Trustee and shall be promptly
cancelled by it.  The Company may at any
time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder that the Company may have acquired in any
manner whatsoever, and all Securities so delivered shall be promptly cancelled
by the Trustee.  No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as
provided in this Section, except as expressly permitted by this Indenture.  Unless otherwise directed by a Company Order,
delivery of which must be delivered in a timely manner to prevent such
destruction, all cancelled Securities held by the Trustee shall be destroyed by
it, and the Trustee, upon receipt of a written request of the Company, shall
deliver a certificate of such destruction to the Company.


 


SECTION 3.10     Interest.


 


(a)        Each Security will bear interest at the
rate established for the series of Securities of which such Security is a part
pursuant to Section 3.1 (the “Coupon Rate”) from and including the
original date of issuance of such Security until the principal thereof becomes
due and payable, and on any overdue principal and (to the extent that payment
of such interest is enforceable under applicable law) on any overdue
installment of interest at the Coupon Rate, compounded quarterly, payable
(subject to the provisions of Article Four) quarterly in arrears on March 31,
June 30, September 30 and December 31 (or semi-annually in
arrears on June 30 and December 31) of each year (or in such other
periodic installments on such ther dates established as payment dates for the
series of Securities of which such Security is a part pursuant to Section 3.1)
(each, an “Interest Payment Date”) commencing on the date established for the
series of Securities of which such Security is a part pursuant to Section 3.1,
to the Person in whose name such Security or any Predecessor Security is
registered, at the close of business on the Regular Record Date for such
interest installment, which, in respect of any Securities of which the
Institutional Trustee of any City National Trust is the Holder or a Global
Security, shall be the close of business on the Business Day next preceding
that Interest Payment Date. 
Notwithstanding the foregoing sentence, if the Preferred Securities of a
City National Trust are no longer in book-entry only form or, except if the
Securities originally issued to such City National Trust are held by the
Institutional Trustee of such City National Trust, the Securities of any series
are not represented by a Global Security, the Company may select a Regular
Record Date for such interest installment on such series of Securities which
shall be any date more than 14 days but less than 60 days before an Interest
Payment Date.


 


(b)        The amount of interest payable for any
period will be computed on the basis of a 360-day year of twelve 30-day months
and will include the first day but exclude the last day of such period.  Except as provided in the following sentence,
the amount of interest payable for any period shorter than a full quarterly
period for which interest is computed, will be computed on the basis of the
actual number of days elapsed in each 30-day month.  In the event that any 


 


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date on which interest is
payable on the Securities of any series is not a Business Day, then payment of
interest payable on such date will be made on the next succeeding day that is a
Business Day (and without any interest or other payment in respect of any such
delay), except that, if such Business Day is in the next succeeding calendar
year, such payment shall be made on the immediately preceding Business Day, in
each case with the same force and effect as if made on such date.


 


(c)        If, at any time while the Institutional
Trustee of a City National Trust is the Holder of Securities of any series,
such City National Trust or such Institutional Trustee is required to pay any
taxes, duties, assessments or governmental charges of whatever nature (other
than withholding taxes) imposed by the United States, or any other taxing
authority, then, in any case, the Company will pay as additional interest (“Additional
Interest”) on the Securities of such series, such additional amounts as shall
be required so that the net amounts received and retained by such City National
Trust and/or such Institutional Trustee, as the case may be, after paying such
taxes, duties, assessments or other governmental charges will be equal to the
amounts City National Trust and/or such Institutional Trustee, as the case may
be, would have received had no such taxes, duties, assessments or other
government charges been imposed.


 


SECTION 3.11     Form and
Payment.


 


Except as provided in Section 3.12,
the Securities of each series shall be issued in fully registered certificated
form without interest coupons.  Principal
and interest on the Securities issued in certificated form will be payable, the
transfer of such Securities will be registrable, and such Securities will be
exchangeable, for Securities of the same series bearing identical terms and
provisions at the office or agency of the Trustee; provided, however, that payment of interest may be made at
the option of the Company by check mailed to the Holders of such Securities at
such address as shall appear in the Security Register.  Notwithstanding the foregoing, so long as the
Holder of all Securities of any series is the Institutional Trustee of any City
National Trust, the payment of the principal of and interest (including
Compounded Interest and Additional Interest, if any) on Securities of such
series will be made at such place and to such account as may be designated by
the Institutional Trustee.


 


SECTION 3.12     Global
Securities.


 


(a)        In connection with a Dissolution Event
with respect to any City National Trust,


 


(i)         the Securities in non book-entry
certificated form held by such City National Trust, or its Institutional
Trustee, will be presented to the Trustee by the Institutional Trustee of such
City National Trust in exchange for a Global Security in an aggregate principal
amount equal to the aggregate principal amount of all outstanding Securities of
the series issued to such City National Trust, to be registered in the name of
the Depositary, or its nominee, and delivered by the Trustee to the Depositary
for crediting to the accounts of its participants pursuant to the instructions
of the Regular Trustees of the relevant City National Trust.  The Company upon any such presentation shall
execute a Global Security in such aggregate principal amount and deliver the
same to the Trustee for authentication and delivery in accordance with this
Indenture.  Payments on any Securities
issued as a Global Security will be made to the Depositary; and


 


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(ii)        if any Preferred Securities of a City
National Trust are held in non book-entry certificated form, the Securities in
non book-entry certificated form held by such City National Trust, or its
Institutional Trustee, may be presented to the Trustee by the Institutional
Trustee of such City National Trust and any Preferred Security Certificate that
represents Preferred Securities of such City National Trust other than
Preferred Securities held by the Depositary or its nominee (“Non Book-Entry
Preferred Securities”) will be deemed to represent Securities presented to the
Trustee by such Institutional Trustee having an aggregate principal amount
equal to the aggregate liquidation amount of the Non Book-Entry Preferred
Securities until such Preferred Security Certificates are presented to the
Security Registrar for transfer or reissuance at which time such Preferred
Security Certificates will be cancelled and a Security, registered in the name
of the holder of the Preferred Security Certificate or the transferee of the holder
of such Preferred Security Certificate, as the case may be, with an aggregate
principal amount equal to the aggregate liquidation amount of the Preferred
Security Certificate cancelled, will be executed by the Company and delivered
to the Trustee for authentication and delivery in accordance with this
Indenture.  On issue of such Securities,
Securities with an equivalent aggregate principal amount that were presented by
the Institutional Trustee to the Trustee will be deemed to have been cancelled.


 


(b)        A Global Security may be transferred, in
whole but not in part, only to another nominee of the Depositary, or to a
successor Depositary selected or approved by the Company or to a nominee of
such successor Depositary.


 


(c)        If at any time the Depositary notifies
the Company that it is unwilling or unable to continue as Depositary for any
series of Securities or if at any time the Depositary for such series shall no
longer be registered or in good standing under the Exchange Act, or other
applicable statute or regulation, and a successor Depositary for such series is
not appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such condition, as the case may be, the Company will
execute, and, subject to this Article III, the Trustee, upon written
notice from the Company, will authenticate and deliver the Securities of such
series in definitive registered form without coupons, in authorized
denominations, and in an aggregate principal amount equal to the principal amount
of the Global Security in exchange for such Global Security.  In addition, the Company may at any time
determine that the Securities of any series shall no longer be represented by a
Global Security.  In such event the
Company will execute, and subject to Section 3.5, the Trustee, upon
receipt of an Officers Certificate evidencing such determination by the
Company, will authenticate and deliver the Securities of such series in
definitive registered form without coupons, in authorized denominations, and in
an aggregate principal amount equal to the principal amount of the Global
Security for such series in exchange for such Global Security.  Upon the exchange of the Global Security for
such Securities in definitive registered form without coupons, in authorized
denominations, the Global Security shall be cancelled by the Trustee.  Such Securities in definitive registered form
issued in exchange for the Global Security shall be registered in such names
and in such authorized denominations as the Depositary, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee.  The Trustee shall
deliver such Securities to the Depositary, for delivery to the Persons in whose
names such Securities are so registered.


 


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ARTICLE IV

SATISFACTION AND DISCHARGE; DEFEASANCE


 


SECTION 4.1             Satisfaction and Discharge of
Indenture.


 


This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of Securities
herein expressly provided for), and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture, when


 


(1)        either:


 


(A)       all
Securities theretofore authenticated and delivered (other than (i) Securities
that have been destroyed, lost or stolen and that have been replaced or paid as
provided in Section 3.6 and (ii) Securities for whose payment money
has theretofore been deposited in trust or segregated and held in trust by the
Company and thereafter repaid to the Company or discharged from such trust, as
provided in Section 10.3) have been delivered to the Trustee for cancellation;
or


 


(B)       all
such Securities not theretofore delivered to the Trustee for cancellation:


 


(i)         have become due and payable, or


 


(ii)        will become due and payable at their
Stated Maturity within one year, or


 


(iii)       are to be called for redemption within
one year under arrangements satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of the
Company,


 


and the Company, in the case of (i), (ii) or
(iii) above, has deposited or caused to be deposited with the Trustee as
trust funds in trust for that purpose an amount sufficient to pay and discharge
the entire indebtedness on such Securities not theretofore delivered to the
Trustee for cancellation, for principal (and premium, if any) and interest to
the date of such deposit (in the case of Securities that have become due and
payable) or to the Stated Maturity or Redemption Date, as the case may be;


 


(2)        the
Company has paid or caused to be paid all other sums payable hereunder by the
Company; and


 


(3)        the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent herein provided for
relating to the satisfaction and discharge of this Indenture have been complied
with.


 


Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.7, the Company’s
obligation to pay the expenses of any City National Trust under
Section 10.6 (except upon the application of subclauses 1(A) or
1(B)(i) above), the obligations of the Trustee to any Authenticating Agent
under Section 6.14, and, if money shall have been deposited with the
Trustee pursuant to subclause (B) of clause (1) 


 


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of this Section, the obligations of the Trustee
under Section 4.2 and the last paragraph of Section 10.3 shall
survive.


 


SECTION 4.2             Defeasance and Discharge.


 


The following provisions shall apply to the Securities of each series
unless specifically otherwise provided in a Board Resolution, Officers’
Certificate or indenture supplemental hereto provided pursuant to Section 3.1.  In addition to discharge of this Indenture
pursuant to Sections 4.1 and 4.3, in the case of any series of Securities with
respect to which an amount sufficient to pay and discharge the entire
indebtedness on such Securities not theretofore delivered to the Trustee for
cancellation, for principal (and premium, if any) and interest, as certified
pursuant to subparagraph (a) of Section 4.4 can be determined at the
time of making the deposit referred to in such subparagraph (a), the Company
shall be deemed to have paid and discharged the entire indebtedness on all the
Securities of such a series as provided in this Section on and after the
date the conditions set forth in Section 4.4 are satisfied, and the
provisions of this Indenture with respect to the Securities of such series
shall no longer be in effect (except as to (i) rights of registration of
transfer and exchange of Securities of such series, (ii) substitution of
mutilated, defaced, destroyed, lost or stolen Securities of such series, (iii) rights
of Holders of Securities of such series to receive, solely from the trust fund
described in subparagraph (a) of Section 4.4, payments of principal
thereof and interest, if any, thereon upon the original stated due dates
therefor (but not upon acceleration), and remaining rights of the Holders of
Securities of such series to receive mandatory sinking fund payments, if any, (iv) the
rights, obligations, duties and immunities of the Trustee hereunder, (v) this
Section 4.2, (vi) the rights of the Holders of Securities of such
series as beneficiaries hereof with respect to the property so deposited with
the Trustee payable to all or any of them and (vii) the Company’s
obligation to pay the expenses of any City National Trust under Section 10.6)
(hereinafter called “Defeasance”), and the Trustee at the cost and expense of
the Company, shall execute proper instruments acknowledging the same.


 


SECTION 4.3             Covenant Defeasance.


 


In the case of any series of Securities with respect to which an amount
sufficient to pay and discharge the entire indebtedness on such Securities not
theretofore delivered to the Trustee for cancellation, for principal (and
premium, if any) and interest, as certified pursuant to subparagraph (a) of
Section 4.4 can be determined at the time of making the deposit referred
to in such subparagraph (a), (i) the Company shall be released from its
obligations under any covenants specified in or pursuant to this Indenture
(except as to (A) rights of registration of transfer and exchange of
Securities of such series, (B) substitution of mutilated, defaced,
destroyed, lost or stolen Securities of such series, (C) rights of Holders
of Securities of such series to receive, from the Company pursuant to Section 10.1,
payments of principal thereof and interest, if any, thereon upon the original
stated due dates therefor (but not upon acceleration), the Holders of
Securities of such series to receive mandatory sinking fund payments, if any, (D) the
rights, obligations, duties and immunities of the Trustee hereunder, (E) the
rights of the Holders of Securities of such series as beneficiaries hereof with
respect to the property so deposited with the Trustee payable to all or any of
them and (F) the Company’s obligation to pay the expenses of any City
National Trust under Section 10.6), and (ii) the occurrence of any
event specified in Sections 5.7(e) (with respect to any of the
covenants specified in or pursuant to this Indenture) and 5.7(f) shall be
deemed not to be or result in a Default, in each case with respect to 


 


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the Outstanding Securities of such series as
provided in this Section on and after the date the conditions set forth in
Section 4.4 are satisfied (hereinafter called “Covenant Defeasance”), and
the Trustee, at the cost and expense of the Company, shall execute proper
instruments acknowledging the same.  For
this purpose, such Covenant Defeasance means that the Company may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such covenant (to the extent so specified in the
case of Section 5.7(d)), whether directly or indirectly by reason of any
reference elsewhere herein to any such covenant or by reason of any reference in
any such covenant to any other provision herein or in any other document, but
the remainder of this Indenture and the Securities of such series shall be
unaffected thereby.


 


SECTION 4.4             Conditions to Defeasance or
Covenant Defeasance.


 


The following shall be the conditions to application of either Section 4.2
or 4.3 to the Outstanding Securities:


 


(a)        with
reference to Section 4.2 or 4.3, the Company has irrevocably deposited or
caused to be irrevocably deposited with the Trustee as funds in trust, specifically
pledged as security for, and dedicated solely to, the benefit of the Holders of
Securities of such series (i) cash in an amount, or (ii) direct
obligations of the United States of America, backed by its full faith and
credit (“U.S. Government Obligations”), maturing as to principal and interest,
if any, at such times and in such amounts as will insure the availability of
cash, or (iii) a combination thereof, in each case sufficient, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
and discharge (A) the principal of and interest, if any, on all Securities of
such series on each date that such principal or interest, if any, is due and
payable, and (B) any mandatory sinking fund payments on the dates on which
such payments are due and payable in accordance with the terms of this
Indenture and the Securities of such series;


 


(b)        in
the case of Defeasance under Section 4.2, the Company has delivered to the
Trustee an Opinion of Counsel based on the fact that (x) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling or (y), since the date hereof, there has been a change in the applicable
United States federal income tax law, in either case to the effect that, and
such opinion shall confirm that, the Holders of the Securities of such series
will not recognize income, gain or loss for United States federal income tax
purposes as a result of such deposit, Defeasance and discharge and will be
subject to United States federal income tax on the same amount and in the same
manner and at the same times, as would have been the case if such deposit,
Defeasance and discharge had not occurred;


 


(c)        in
the case of Covenant Defeasance under Section 4.3, the Company has
delivered to the Trustee an Opinion of Counsel to the effect that, and such
opinion shall confirm that, the Holders of the Securities of such series will
not recognize income, gain or loss for United States federal income tax
purposes as a result of such deposit and Covenant Defeasance and will be
subject to United States federal income tax on the same amount and in the same
manner and at the same times, as would have been the case if such deposit and
Covenant Defeasance had not occurred;


 


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(d)        such
Defeasance or Covenant Defeasance will not result in a breach or violation of,
or constitute a default under, any agreement or instrument to which the Company
is a party or by which it is bound; and


 


(e)        the
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent contemplated by
this provision have been complied with.


 


SECTION 4.5             Application of Trust Money.


 


Subject to the provisions of the last paragraph of Section 10.3,
all money and U.S. Government Obligations deposited with the Trustee pursuant
to Section 4.4 shall be held in trust, and such money and all money from
such U.S. Government Obligations shall be applied by it, in accordance with the
provisions of the Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of
the principal (and premium, if any) and interest for whose payment such money
and U.S. Government Obligations has been deposited with the Trustee.


 


SECTION 4.6             Indemnity for U.S. Government
Obligations.


 


The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 4.4 or the principal or interest received in
respect of such obligations other than any such tax, fee or other charge that
by law is for the account of the Holders of Outstanding Securities.


 


SECTION 4.7             Reinstatement.


 


If the Trustee is unable to apply any money or Government Obligations
in accordance with Section 4.4 by reason of any legal proceeding or by
reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company’s
obligations under this Indenture and the Securities shall be revived and
reinstated as though no deposit had occurred pursuant to Section 4.4,
until such time as the Trustee or Paying Agent is permitted to apply all such
money or Government Obligations in accordance with Section 4.4; provided
that, if the Company has made any payment of principal or interest on the
Securities of any series because of the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Securities to
receive such payment from the money or Government Obligations held by the
Trustee or Paying Agent.


 


ARTICLE V

REMEDIES


 


SECTION 5.1             Events of Default.


 


The term “Event of Default” as used in this Indenture with respect to
Securities of any series shall mean one of the following described events
(whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or 


 


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pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or
governmental body):


 


(a)        failure
to pay in full interest accrued upon any Security of that series (subject to
the deferral of any due date in the case of an Extended Interest Payment
Period) upon the conclusion of a period consisting of 20 consecutive quarters
(or 10 consecutive semi-annual periods), commencing with the earliest quarter
for which interest (including Deferred Interest) has not been paid in full, and
continuance of such failure to pay for a period of 30 days;


 


(b)        the
entry by a court having jurisdiction in the premises of a decree or order for
relief in respect of the Company in an involuntary case under the Federal
bankruptcy code, as now or hereafter constituted, or any other applicable
Federal or State bankruptcy, insolvency or other similar law now or hereafter
in effect, or appointing a receiver, liquidator, assignee, custodian, trustee
or sequestrator (or similar official) of the Company or for substantially all
of its property, or ordering the winding-up or liquidation of its affairs and
such decree or order shall remain unstayed and in effect for a period of 90
consecutive days;


 


(c)        the
commencement by the Company of a voluntary case under the Federal bankruptcy
code, as now or hereafter constituted, or any other applicable Federal or State
bankruptcy, insolvency or other similar law now or hereafter in effect, or the
consent by the Company to the entry of an order for relief in an involuntary
case under any such law, or the consent by the Company to the appointment of or
taking possession by a receiver, liquidator, assignee, trustee, custodian or
sequestrator (or similar official) of the Company or for substantially all of
its property, or the making by it of an assignment for the benefit of
creditors; or


 


(d)        any
other Event of Default provided with respect to Securities of that series.


 


SECTION 5.2             Acceleration of Maturity.


 


If any one or more of the above-described Events of Default shall
happen with respect to Securities of any series at the time Outstanding, then,
and in each and every such case, during the continuance of any such Event of
Default, the Trustee or the Holders of 25% or more in principal amount of the
Securities of such series then Outstanding may declare the principal amount of
all the Securities of such series then Outstanding, if not then due and
payable, to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by such Holders), and upon any such
declaration the same shall become and be immediately due and payable; and in
the event the Trustee or the Holders of 25% or more of principal amount of the
Securities of such series then Outstanding fails to declare the principal of
all the Securities of such series then Outstanding to be immediately due and
payable, the holders of at least 25% in aggregate liquidation preference of
Trust Securities of the applicable City National Trust shall have such right to
declare the principal amount of all the Securities of such series then
Outstanding to become immediately due and payable by a notice in writing to the
Company and the Trustee and upon any such declaration the same shall become and
be immediately due and payable.  This
provision, however, is subject to the condition that, if at any time after the
principal of all the Securities of such series shall have been so declared to
be due and payable, all arrears of interest, if any, upon all the Securities of
such series (with interest, to the extent that 


 


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interest thereon shall be legally enforceable, on
any overdue installment of interest at the rate borne by the Securities of such
series) and all amounts owing the Trustee and any predecessor trustee hereunder
under Section 6.7 and all other sums payable under this Indenture (except
the principal of the Securities of such series that would not be due and
payable were it not for such declaration) shall be paid by the Company, and
every other Default under this Indenture, other than the non-payment of the
principal of Securities of that series that have become due solely by such
declaration of acceleration, shall have been made good to the reasonable
satisfaction of the Trustee or of the Holders of a majority in principal amount
of the Securities of such series then Outstanding, or provision deemed by the
Trustee or by such Holders to be adequate therefor shall have been made, then
and in every such case the Holders of a majority in principal amount of the
Securities of such series then Outstanding may, on behalf of the Holders of all
the Securities of such series, waive the Event of Default by reason of which
the principal of the Securities of such series shall have been so declared to
be due and payable and may rescind and annul such declaration and its
consequences; but no such waiver, rescission or annulment shall extend to or
affect any subsequent Default or impair any right consequent thereon.  Any declaration by the Trustee pursuant to
this Section 5.2 shall be by written notice to the Company, and any
declaration or waiver by the Holders of Securities of any series pursuant to
this Section 5.2 shall be by written notice to the Company and the
Trustee.


 


SECTION 5.3             Collection of Indebtedness and
Suits for Enforcement by Trustee.


 


Subject to Article Thirteen, if the Company shall fail for a
period of 30 days to pay any installment of interest on the Securities of any
series or shall fail to pay the principal of and premium, if any, on any of the
Securities of such series when and as the same shall become due and payable,
whether at maturity, or by call for redemption (otherwise than pursuant to a
sinking fund) by declaration as authorized by this Indenture, or otherwise,
then, upon demand of the Trustee, the Company will pay to the Trustee for the
benefit of the Holders of Securities of such series then Outstanding the whole
amount that then shall have become due and payable on any such Security, with
interest on the overdue principal and premium, if any, and (so far as the same
may be legally enforceable) on the overdue installments of interest at the rate
borne by the Securities of such series, and all amounts owing the Trustee and
any predecessor trustee hereunder under Section 6.7.


 


In case the Company shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any action or proceeding at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Company or any other obligor upon the
Securities of such series, and collect the moneys adjudged or decreed to be
payable out of the property of the Company or any other obligor upon the
Securities of such series, wherever situated, in the manner provided by
law.  Every recovery of judgment in any
such action or other proceeding, subject to the payment to the Trustee of all
amounts owing the Trustee and any predecessor trustee hereunder under Section 6.7,
shall be for the ratable benefit of the Holders of such series of Securities
that shall be the subject of such action or proceeding.  All rights of action upon or under any of the
Securities or this Indenture may be enforced by the Trustee without the
possession of any of the Securities and without the production of any thereof
at any trial or any proceeding relative thereto.


 


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If a Default, of which a Responsible Officer of the Trustee has actual
knowledge, with respect to any series of Securities occurs and is continuing,
the Trustee may in its discretion proceed to protect and enforce its rights and
the rights of the Holders of Securities of such series by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any
such rights, whether for the specific enforcement of any covenant or agreement
in this Indenture, or in aid of the exercise of any power granted herein, or to
enforce any other proper remedy.


 


SECTION 5.4             Trustee To File Claims as
Attorney-In-Fact.


 


The Trustee is hereby appointed, and each and every Holder of the
Securities, by receiving and holding the same, shall be conclusively deemed to
have appointed the Trustee, the true and lawful attorney-in-fact of such
Holder, with authority to make or file (whether or not the Company shall be in
default in respect of the payment of the principal of, or interest on, any of
the Securities), in its own name and as trustee of an express trust or
otherwise as it shall deem advisable, in any receivership, insolvency,
liquidation, bankruptcy, reorganization or other judicial proceeding relative
to the Company or any other obligor upon the Securities or to their respective
creditors or property, any and all claims, proofs of claim, proofs of debt,
petitions, consents, other papers and documents and amendments of any thereof,
as may be necessary or advisable in order to have the claims of the Trustee and
any predecessor trustee hereunder and of the Holders of the Securities allowed
in any such proceeding and to collect and receive any moneys or other property
payable or deliverable on any such claim, and to execute and deliver any and
all other papers and documents and to do and perform any and all other acts and
things, as it may deem necessary or advisable in order to enforce in any such
proceeding any of the claims of the Trustee and any predecessor trustee
hereunder and of any of such Holders in respect of any of the Securities; and
any receiver, assignee, trustee, custodian or debtor in any such proceeding is
hereby authorized, and each and every taker or Holder of the Securities, by
receiving and holding the same, shall be conclusively deemed to have authorized
any such receiver, assignee, trustee, custodian or debtor, to make any such
payment or delivery only to or on the order of the Trustee, and to pay to the
Trustee any amount due to it and any predecessor trustee hereunder under Section 6.7; provided, however, that nothing herein contained shall be
deemed to authorize or empower the Trustee to consent to or accept or adopt, on
behalf of any Holder of Securities, any plan of reorganization or readjustment
of the Company affecting the Securities or the rights of any Holder thereof, or
to authorize or empower the Trustee to vote in respect of the claim of any
Holder of any Securities in any such proceeding.


 


SECTION 5.5             Application of Money Collected.


 


Any moneys collected by the Trustee with respect to a series of
Securities under this Article Five shall be applied in the order
following, at the date or dates fixed by the Trustee for the distribution of
such moneys, upon presentation of the several Securities, and stamping thereon
the payment, if only partially paid, and upon surrender thereof, if fully paid:


 


First:  To
the payment of all amounts due to the Trustee and any predecessor trustee
hereunder under Section 6.7.


 


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Second: 
Subject to Article Fourteen, in case the principal of the
Outstanding Securities of such series shall not have become due and be unpaid,
to the payment of interest on the Securities of such series, in the order of
the maturity of the installments of such interest, with interest (to the extent
that such interest has been collected by the Trustee) upon the overdue
installments of interest at the rate borne by such Securities, such payments to
be made ratably to the Persons entitled thereto.


 


Third: Subject to Article Fourteen, in case
the principal of the Outstanding Securities of such series shall have become
due, by declaration or otherwise, to the payment of the whole amount then owing
and unpaid upon the Securities of such series for principal and premium, if
any, and interest, with interest on the overdue principal and premium, if any,
and (to the extent that such interest has been collected by the Trustee) upon
overdue installments of interest at the rate borne by the Securities of such
series, and in case such moneys shall be insufficient to pay in full the whole
amounts so due and unpaid upon the Securities of such series, then to the
payment of such principal and premium, if any, and interest without preference
or priority of principal and premium, if any, over interest, or of interest
over principal and premium, if any, or of any installment of interest over any
other installment of interest, or of any Security of such series over any other
Security of such series, ratably to the aggregate of such principal and
premium, if any, and accrued and unpaid interest.


 


SECTION 5.6             Control by Holders; Waiver of
Past Default.


 


The Holders of a majority in principal amount of the Outstanding
Securities of any series may direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee hereunder, or of
exercising any trust or power hereby conferred upon the Trustee with respect to
the Securities of such series; provided, however,
that the Trustee shall have the right to decline to follow any such direction
if the Trustee being advised by counsel determines that the action so directed
may not lawfully be taken or would be unduly prejudicial to Holders not joining
in such direction or would involve the Trustee in personal liability.  Prior to any declaration accelerating the
maturity of the Securities of any series, the Holders of a majority in aggregate
principal amount of such series of Outstanding Securities may on behalf of the
Holders of all of the Securities of such series waive any past default
hereunder and its consequences except a default not theretofore cured in the
payment of interest or any premium on or the principal of the Securities of
such series or in respect of any covenant or provision hereof that under Article Nine
cannot be modified or waived without the consent of the Holder of each
Outstanding Security of each series affected thereby; provided,
however, that if the Securities of such series are held by a City
National Trust or a trustee of such trust, such waiver or modification to such
waiver shall not be effective until the holders of Trust Securities
representing a majority in liquidation preference of Trust Securities of the
applicable City National Trust shall have consented to such waiver or
modification to such waiver; provided further,
that if the consent of the Holder of each of the Outstanding Securities is
required, such waiver shall not be effective until each holder of the Trust
Securities of the applicable City National Trust shall have consented to such
waiver.  Upon any such waiver, the
Company, the Trustee and the Holders of the Securities of such series shall be
restored to their former positions and rights hereunder, respectively, but no
such waiver shall extend to any subsequent or other default or impair any right
consequent thereon.  Whenever any default
hereunder shall have been 


 


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waived as permitted by this Section 5.6, said
default shall for all purposes of the Securities of such series and this
Indenture cease to exist, and any Default or Event of Default arising therefrom
shall be deemed to have been cured and to be not continuing.


 


SECTION 5.7             Limitation on Suits; Default.


 


No Holder of any Security of any series shall have any right to
institute any action, suit or proceeding at law or in equity for the execution
of any trust hereunder or for the appointment of a receiver or for any other
remedy hereunder, in each case with respect to a Default with respect to such
series of Securities, unless (i) such Holder previously shall have given
to the Trustee written notice of the happening of one or more of the Defaults
herein specified with respect to such series of Securities, (ii) the
Holders of 25% or more in principal amount of the Securities of such series
then Outstanding shall have requested the Trustee in writing to take action in
respect of the matter complained of, and (iii) there shall have been
offered to the Trustee security and indemnity satisfactory to it against the
costs, expenses and liabilities to be incurred therein or thereby, and the
Trustee, for 60 days after receipt of such notification, request and offer of
indemnity, shall have neglected or refused to institute any such action, suit
or proceeding; and such notification, request and offer of indemnity are hereby
declared in every such case to be conditions precedent to any such action, suit
or proceeding by any Holder of any Security of such series; it being understood
and intended that no one or more of the Holders of Securities of such series
shall have any right in any manner whatsoever by his or their action to enforce
any right hereunder, except in the manner herein provided, and that every
action, suit or proceeding at law or in equity shall be instituted, had and
maintained in the manner herein provided and for the equal and ratable benefit
of all Holders of the Outstanding Securities of such series; provided, however, that
nothing contained in this Indenture or in the Securities of such series shall
affect or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of, and premium, if any, and interest on
the Securities of such series to the respective Holders of such Securities at
the respective due dates in such Securities stated, or affect or impair the
right, which is also absolute and unconditional, of such Holders to institute
suit to enforce the payment thereof.


 


The following events shall be “Defaults” with respect to any series of
Securities under this Indenture:


 


(a)        an
Event of Default with respect to such series specified in Section 5.1; or


 


(b)        the
failure of the Company to pay any installment of interest on any Security of
such series, when and as the same shall become payable, which failure shall
have continued unremedied for a period of 30 days, it being understood that the
occurrence of an Extended Interest Payment Period in accordance with the terms
of such Security will not constitute such a default; or


 


(c)        the
failure of the Company to pay the principal of (and premium, if any, on) any
Security of such series, when and as the same shall become payable, whether at
maturity as therein expressed, by call for redemption (otherwise than pursuant
to a sinking fund), by declaration as authorized by this Indenture or
otherwise, whether or not permitted by Article Fourteen; or


 


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(d)                              the failure of the Company, subject to the provisions of Section 8.1,
to observe and perform any other of the covenants or agreements on the part of
the Company contained in this Indenture (including any indenture supplemental
hereto) (other than a covenant or agreement that has been expressly included in
this Indenture solely for the benefit of a series of Securities other than that
series), which failure shall not have been remedied for a period of 90 days
after written notice shall have been given to the Company by the Trustee or
shall have been given to the Company and the Trustee by Holders of 25% or more
in aggregate principal amount of the Securities of such series then
Outstanding, specifying such failure and requiring the Company to remedy the same;
or


 


(e)                               in the event Securities of a series are issued and sold to a City
National Trust or a trustee of such trust in connection with the issuance of
Trust Securities by such City National Trust, such City National Trust shall
have voluntarily or involuntarily dissolved, wound-up its business or otherwise
terminated its existence except in connection with (i) the distribution of
Securities to holders of Trust Securities in liquidation or redemption of their
interests in such City National Trust upon a Special Event with respect to such
City National Trust, (ii) the redemption of all of the outstanding Trust
Securities of such City National Trust or (iii) certain mergers, consolidations
or amalgamations, each as permitted by the Declaration of such City National
Trust; or


 


(f)                                  any other Default provided with respect to
Securities of that series.


 


SECTION 5.8                                                     Costs
and Attorneys’ Fees in Legal Proceedings.


 


All parties to this Indenture and the Holders of the Securities agree
that a court of competent jurisdiction may in its discretion require, in any
action, suit or proceeding for the enforcement of any right or remedy under
this Indenture, or in any action, suit or proceeding against the Trustee for
any action taken or omitted by it as Trustee, the filing by any party litigant
in such action, suit or proceeding of an undertaking to pay the costs of such
action, suit or proceeding, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees, against any party litigant
in such action, suit or proceeding, having due regard to the merits and good
faith of the claims or defenses made by such party litigant; provided, however, that the provisions of this Section 5.8
shall not apply to any action, suit or proceeding instituted by the Trustee, to
any action, suit or proceeding instituted by any one or more Holders of
Securities holding in the aggregate more than 10% in principal amount of the Outstanding
Securities, or to any action, suit or proceeding instituted by any Holder of
Securities for the enforcement of the payment of the principal of or premium,
if any, or the interest on, any of the Securities, on or after the respective
due dates expressed in such Securities.


 


SECTION 5.9                                                     Remedies
Cumulative.


 


Except as provided in the last sentence of Section 3.6, no remedy
herein conferred upon or reserved to the Trustee or to the Holders of
Securities of any series is intended to be exclusive of any other remedy or
remedies, and each and every remedy shall be cumulative and shall be in
addition to every other remedy given hereunder or now or hereafter existing at
law or in equity or by statute.  No delay
or omission of the Trustee or of any Holder of the Securities of any series to
exercise any right or power accruing upon any Default shall impair any such
right or 


 


-38-

















 


power or shall be construed to be a waiver of any
such Default or an acquiescence therein; and every power and remedy given by
this Article Five to the Trustee and to the Holders, respectively, may be
exercised from time to time and as often as may be deemed expedient by the
Trustee or by the Holders, as the case may be. 
In case the Trustee or any Holder of Securities shall have proceeded to
enforce any right under this Indenture and the proceedings for the enforcement
thereof shall have been discontinued or abandoned because of waiver or for any
other reason or shall have been adjudicated adversely to the Trustee or to such
Holder, then and in every such case the Company, the Trustee and the Holders
shall severally and respectively be restored to their former positions and
rights hereunder and thereafter all rights, remedies and powers of the Trustee
and the Holders shall continue as though no such proceedings had been
instituted, except as to any matters so waived or adjudicated.


 


SECTION 5.10                                             Waiver
of Stay or Extension Laws.


 


The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension law wherever
enacted, now or at any time hereafter in force, that may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it
may lawfully do so) hereby expressly waives all benefit or advantage of any
such law and covenants that it will not hinder, delay or impede the execution
of any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no law had been enacted.


 


ARTICLE VI

THE TRUSTEE


 


SECTION 6.1                                                     Certain
Duties and Responsibilities.


 


(a)                               Except during the continuance of a Default;


 


(1)                              the Trustee undertakes to perform such duties and only such duties as
are specifically set forth in this Indenture, and no implied covenants or
obligations shall be read into this Indenture against the Trustee; and


 


(2)                              in the absence of bad faith on its part, the Trustee may conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon certificates or opinions furnished to the Trustee and
conforming to the requirements of this Indenture; but in the case of any such
certificates or opinions that by any provision hereof are specifically required
to be furnished to the Trustee, the Trustee shall be under a duty to examine
the same to determine whether or not they conform to the requirements of this
Indenture.


 


(b)                              In case a Default with respect to any series of Securities, of which a
Responsible Officer of the Trustee has actual knowledge, has occurred and is
continuing, the Trustee shall exercise such of the rights and powers vested in
it by this Indenture, and use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs.


 


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(c)                               No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that


 


(1)                              this subsection shall not be construed to limit the effect of
subsection (a) of this Section;


 


(2)                              the Trustee shall not be liable for any error of judgment made in good
faith by a Responsible Officer, unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts;


 


(3)                              the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the
Holders of a majority in principal amount of the Outstanding Securities of any
series determined as provided in Section 5.6, relating to the time, method
and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred upon the Trustee, under this
Indenture with respect to the Securities of such series; and


 


(4)                              no provision of this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur any financial liability in the performance
of any of its duties hereunder, or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing that repayment of
such funds or indemnity, reasonably satisfactory to it, against such risk or
liability is not reasonably assured to it.


 


(d)                              Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section.


 


SECTION 6.2                                                     Notice
of Defaults.


 


Within 90 days after the occurrence of any Default hereunder with
respect to Securities of any series, the Trustee shall transmit by mail to all
Holders of Securities of such series, as their names and addresses appear in the
Security Register, notice of such Default hereunder actually known to a
Responsible Officer of the Trustee, unless such Default shall have been cured
or waived; provided that, except in the case of a
Default in the payment of the principal of (or premium, if any) or interest on
any Security of such series, the Trustee shall be protected in withholding such
notice if and so long as a Responsible Officer of the Trustee in good faith determines
that the withholding of such notice is in the interest of the Holders of
Securities of such series; and provided, further, that in the case of any Default of the character
specified in Section 5.7(d) with respect to Securities of such
series, no such notice to Holders shall be given until at least 30 days after
the occurrence thereof.


 


SECTION 6.3                                                     Certain
Rights of Trustee.


 


Subject to the provisions of Section 6.1:


 


(a)                               the Trustee may conclusively rely and shall be fully protected in
acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, 


 


-40-

















 


notice, request, direction, consent, order, bond, debenture, note,
other evidence of indebtedness or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or parties;


 


(b)                              any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order, and any
resolution of the Board of Directors may be sufficiently evidenced by a Board
Resolution;


 


(c)                               whenever in the administration of this Indenture the Trustee shall deem
it desirable that a matter be proved or established prior to taking, suffering
or omitting any action hereunder, the Trustee (unless other evidence be herein
specifically prescribed) may, in the absence of bad faith on its part,
conclusively rely upon an Officers’ Certificate;


 


(d)                              the Trustee may consult with counsel and the written advice of such
counsel or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon;


 


(e)                               the Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders pursuant to this Indenture, unless such Holders shall have offered
to the Trustee security or indemnity, reasonably satisfactory to it, against
the costs, expenses and liabilities that might be incurred by it in compliance
with such request or direction;


 


(f)                                  the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or
document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Company, personally
or by agent or attorney;


 


(g)                               the Trustee may execute any of the trust or powers hereunder or perform
any duties hereunder either directly or by or through agents or attorneys and
the Trustee shall not be responsible for any misconduct or negligence on the
part of any agent or attorney appointed with due care by it hereunder;


 


(h)                               the Trustee shall not be charged with knowledge of any Default or Event
of Default with respect to the Securities, unless either (1) a Responsible
Officer shall have actual knowledge of such Default or Event of Default or (2) written
notice of such Default or Event of Default shall have been given to the Trustee
by the Company or by any Holder of the Securities; and


 


(i)                                   the permissive rights of the Trustee
enumerated herein shall not be construed as duties.


 


-41-

















 


SECTION 6.4                                                     Not
Responsible for Recitals or Issuance of Securities.


 


The recitals contained herein and in the Securities, except the Trustee’s
certificates of authentication, shall be taken as the statements of the
Company, and the Trustee or any Authenticating Agent assumes no responsibility
for their correctness.  The Trustee makes
no representations as to the validity or sufficiency of this Indenture or of
the Securities.  The Trustee or any
Authenticating Agent shall not be accountable for the use or application by the
Company of Securities or the proceeds thereof.


 


SECTION 6.5                                                     May Hold
Securities.


 


The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to
Sections 6.8 and 6.13, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent.


 


SECTION 6.6                                                     Money
Held in Trust.


 


Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law.  The Trustee shall be under no liability for
interest on any money received by it hereunder except as otherwise agreed with
the Company.


 


SECTION 6.7                                                     Compensation
and Reimbursement.


 


The Company agrees:


 


(1)                              to pay to the Trustee from time to time such reasonable compensation
for all services rendered by it hereunder (which compensation shall not be
limited by any provision of law in regard to the compensation of a trustee of
an express trust);


 


(2)                              except as otherwise expressly provided herein, to reimburse the Trustee
upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any provision of this
Indenture (including the reasonable compensation and the expenses and
disbursements of its agents, nominees, custodians and counsel), except any such
expense, disbursement or advance as may be attributable to its negligence or
bad faith; and


 


(3)                              to indemnify the Trustee for, and to hold it harmless against, any
loss, liability or expense incurred without negligence or bad faith on its
part, arising out of or in connection with the acceptance or administration of
a trust hereunder, including the costs and expenses of defending itself against
any claim or liability in connection with the exercise or performance of any of
its powers or duties hereunder.


 


As security for the performance of the obligations of the Company under
this Section, the Trustee shall have a lien prior to the Securities upon all
property and funds held or collected by the Trustee as such, except funds held
in trust for the benefit of Holders of particular Securities.  


 


-42-

















 


The obligations of the Company under this Section shall
survive the removal or resignation of the Trustee and the satisfaction and
discharge of this Indenture.


 


When the Trustee incurs any expenses or renders any services after the
occurrence of an Event of Default specified in Section 5.1(b) or Section 5.1(c),
such expenses and the compensation for such services are intended to constitute
expenses of administration under the United States Bankruptcy Code (Title 11 of
the United States Code) or any similar federal or state law for the relief of
debtors.


 


SECTION 6.8                                                     Disqualification;
Conflicting Interests.


 


The Trustee shall be subject to the provisions of Section 310(b) of
the Trust Indenture Act during the period of time provided for therein.  In determining whether the Trustee has a
conflicting interest as defined in Section 310(b) of the Trust
Indenture Act with respect to the Securities of any series, there shall be
excluded for purposes of the conflicting interest provisions of such Section 310(b) the
Securities of every other series issued under this Indenture.  Nothing herein shall prevent the Trustee from
filing with the Commission the application referred to in the second to last
paragraph of Section 310(b) of the Trust Indenture Act.


 


SECTION 6.9                                                     Corporate
Trustee Required; Eligibility.


 


There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least $50,000,000 and subject to supervision or examination by Federal or
State authority.  If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervision or examining authority, then for the purposes
of this Section, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published.  If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.


 


SECTION 6.10                                             Resignation
and Removal; Appointment of Successor.


 


(a)                               No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until
the acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 6.11.


 


(b)                              The Trustee may resign at any time with respect to the Securities of
one or more series by giving written notice thereof to the Company.  If the instrument of acceptance by a
successor Trustee required by Section 6.11 shall not have been delivered
to the Trustee within 30 days after the giving of such notice of resignation,
the resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.


 


(c)                               The Trustee may be removed at any time with respect to the Securities
of any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and to the
Company.


 


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(d)                              If at any time:


 


(1)                              the Trustee shall fail to comply with Section 6.8(a) after
written request therefor by the Company or by any Holder who has been a bona
fide Holder of a Security for at least six months, or


 


(2)                              the Trustee shall cease to be eligible under Section 6.9 and shall
fail to resign after written request therefor by the Company or by any such
Holder, or


 


(3)                              the Trustee shall become incapable of acting or shall be adjudged
bankrupt or insolvent or a receiver of the Trustee or of its property shall be
appointed or any public officer shall take charge or control of the Trustee or
of its property or affairs for the purpose of rehabilitation, conservation or
liquidation,


 


then,
in any such case, (i) the Company, by a Board Resolution, may remove the
Trustee with respect to all Securities, or (ii) subject to Section 5.8,
any Holder who has been a bona fide Holder of a Security for at least six
months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the removal of the Trustee with respect
to all Securities and the appointment of a successor Trustee or Trustees.


 


(e)                               If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series) and shall comply with
the applicable requirements of Section 6.11.  If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 6.11, become the
successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company.  If no successor Trustee with respect to the
Securities of any series shall have been so appointed by the Company or the
Holders and accepted appointment in the manner required by Section 6.11,
any Holder who has been a bona fide Holder of a Security of such series for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.


 


(f)                                  The Company shall give notice of each
resignation and each removal of the Trustee with respect to the Securities of
any series and each appointment of a successor Trustee with respect to the
Securities of any series by mailing written notice of such event by first-class
mail, postage prepaid, to all Holders of Securities of such series as their
names and addresses appear in the Security Register.  Each notice shall include the name of the
successor Trustee with respect to the Securities of such series and the address
of its Corporate Trust Office.


 


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SECTION 6.11                                             Acceptance
of Appointment by Successor.


 


(a)                               In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.


 


(b)                              In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of
that or those series to which the appointment of such successor Trustee
relates, (2) if the retiring Trustee is not retiring with respect to the
Securities of all series for which it is the Trustee hereunder, shall contain
such provisions as shall be deemed necessary or desirable to confirm that all
the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (3) shall
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same
trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trusts hereunder administered by any
other such Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates; but, on request of the Company or any successor Trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates.


 


(c)                               Upon request of any such successor Trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts referred to in
paragraph (a) or (b) of this Section, as the case may be.


 


(d)                              No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be qualified and eligible under
this Article.


 


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(e)                               The Trustee shall not be liable for the acts or omissions to act of any
successor Trustee.


 


SECTION 6.12                                             Merger,
Conversion, Consolidation or Succession to Business.


 


Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto.  In
case any Securities shall have been authenticated, but not delivered, by the
Trustee then in office, any successor by merger, conversion or consolidation to
such authenticating Trustee may adopt such authentication and deliver the
Securities so authenticated with the same effect as if such successor Trustee
had itself authenticated such Securities.


 


SECTION 6.13                                             Preferential
Collection of Claims Against Company.


 


The Trustee shall comply with the Trust Indenture Act Section 311(a),
excluding any creditor relationship listed in the Trust Indenture Act Section 311(b).  A Trustee who has resigned or been removed
shall be subject to the Trust Indenture Act Section 311(a) to the
extent indicated therein.


 


SECTION 6.14                                             Appointment
of Authenticating Agent.


 


At any time when any of the Securities remain Outstanding the Trustee
may appoint an Authenticating Agent or Agents with respect to one or more
series of Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon exchange, registration of
transfer or partial redemption thereof or pursuant to Section 3.6, and Securities
so authenticated shall be entitled to the benefits of this Indenture and shall
be valid and obligatory for all purposes as if authenticated by the Trustee
hereunder.  Wherever reference is made in
this Indenture to the authentication and delivery of Securities by the Trustee
or the Trustee’s certificate of authentication, such reference shall be deemed
to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. 
Each Authenticating Agent shall be acceptable to the Company and shall
at all times be a corporation organized and doing business under the laws of
the United States of America, any State thereof or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or
examination by Federal or State authority. 
If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such Authenticating Agent shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published.  If at any time an Authenticating Agent shall
cease to be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.


 


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Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.


 


An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. 
The Trustee may at any time terminate the agency of an Authenticating
Agent by giving written notice thereof to such Authenticating Agent and to the
Company.  Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such Authenticating
Agent shall cease to be eligible in accordance with the provisions of this
Section, the Trustee may appoint a successor Authenticating Agent that shall be
acceptable to the Company and shall give notice of such appointment by
first-class mail, postage prepaid, to all Holders of Securities of the series
with respect to which such Authenticating Agent will serve, as their names and
addresses appear in the Security Register. 
Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if originally named as an
Authenticating Agent.  No successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section.


 


The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section.


 


If an appointment with respect to one or more series is made pursuant
to this Section, the Securities of such series may have endorsed thereon an alternative
certificate of authentication in the following form:


 


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


 


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

As Trustee


 


	
  By:

  	
   

  	
   

  
	
   

  	
  As Authenticating Agent

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Officer

  	
   

  



 


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ARTICLE VII

HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


SECTION 7.1                                                     Company
to Furnish Trustee Names and Addresses of Holders.


 


The Company will furnish or cause to be furnished to
the Trustee


 


(a)                               semi-annually not more than 15 days after each Regular Record Date a
list, in such form as the Trustee may reasonably require, of the names and
addresses of the Holders of Securities of such series as of the preceding March 1
or September 1, or as of such Regular Record Date, as the case may be; and


 


(b)                              at such other times as the Trustee may request in writing, within 30
days after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list
is furnished;


 


provided that if and so long as the Trustee shall be
the Security Registrar for such series, such list shall not be required to be
furnished.


 


SECTION 7.2                                                     Preservation
of Information; Communications to Holders.


 


Holders may communicate pursuant to the Trust Indenture Act Section 312(b) with
other Holders with respect to their rights under this Indenture and the
Securities.  The Company, the Trustee,
the Registrar and any other person shall have the protection of the Trust
Indenture Act Section 312(c).


 


SECTION 7.3                                                     Reports
by Trustee.


 


(a)                               Within 60 days after May 15 of each year commencing with the year
2010, the Trustee shall transmit by mail to all Holders of Securities for which
it is Trustee hereunder, as their names and addresses appear in the Security
Register, a brief report dated as of such May 15 with respect to:


 


(1)                              its eligibility under Section 6.9 and its qualifications under Section 6.8,
or in lieu thereof, if to the best of its knowledge it has continued to be
eligible and qualified under said Sections, a written statement to such effect;


 


(2)                              the character and amount of any advances (and if the Trustee elects so
to state, the circumstances surrounding the making thereof) made by the Trustee
(as such) that remain unpaid on the date of such report, and for the reimbursement
of which it claims or may claim a lien or charge, prior to that of such
Securities, on any property or funds held or collected by it as Trustee, except
that the Trustee shall not be required (but may elect) to report such advances
if such advances so remaining unpaid aggregate not more than 1⁄2 of 1% of the
principal amount of such Securities Outstanding on the date of such report;


 


(3)                              the amount, interest rate and maturity date of all other indebtedness
owing by the Company (or by any other obligor on the Securities) to the Trustee
in its individual capacity, on the date of such report, with a brief
description of any property held as collateral 


 


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security therefor, except an indebtedness based upon a creditor
relationship arising in any manner described in Section 6.13;


 


(4)                              the property and funds, if any, physically in the possession of the
Trustee as such on the date of such report;


 


(5)                              any additional issue of Securities for which it is Trustee hereunder
that the Trustee has not previously reported; and


 


(6)                              any action taken by the Trustee in the performance of its duties
hereunder that it has not previously reported and that in its opinion
materially affects such Securities, except action in respect of a default,
notice of which has been or is to be withheld by the Trustee in accordance with
Section 6.2.


 


(b)                              The Trustee shall transmit by mail to all Holders of Securities for
which it is Trustee hereunder, as their names and addresses appear in the
Security Register, a brief report with respect to the character and amount of
any advances (and if the Trustee elects so to state, the circumstances
surrounding the making thereof) made by the Trustee (as such) since the date of
the last report transmitted pursuant to subsection (a) of this Section (or
if no such report has yet been so transmitted, since the date of execution of
this instrument) for the reimbursement of which it claims or may claim a lien
or charge, prior to that of such Securities, on property or funds held or
collected by it as Trustee and that it has not previously reported pursuant to
this subsection, except that the Trustee shall not be required (but may elect)
to report such advances if such advances remaining unpaid at any time aggregate
10% or less of the principal amount of such Securities Outstanding at such
time, such report to be transmitted within 90 days after such time.


 


(c)                               A copy of each such report shall, at the time of such transmission to
such Holders, be filed by the Trustee with each securities exchange upon which
any such Securities are listed, with the Commission and with the Company.  The Company will notify the Trustee when any
such Securities are listed on any securities exchange.


 


SECTION 7.4                                                     Reports
by Company.


 


The Company shall:


 


(1)                              file with the Trustee, within 15 days after the Company is required to
file the same with the Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the Commission may from time to time by rules and
regulations prescribe) that the Company may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Exchange Act;
or, if the Company is not required to file information, documents or reports
pursuant to either of said Sections, then it shall file with the Trustee and
the Commission, in accordance with rules and regulations prescribed from
time to time by the Commission, such of the supplementary and periodic
information, documents and reports that may be required pursuant to Section 13
of the Exchange Act in respect of a security listed and registered on a
national securities exchange as may be prescribed from time to time in such rules and
regulations;


 


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(2)                              file with the Trustee and the Commission, in accordance with rules and
regulations prescribed from time to time by the Commission, such additional
information, documents and reports with respect to compliance by the Company
with the conditions and covenants of this Indenture as may be required from
time to time by such rules and regulations; and


 


(3)                              transmit by mail to all Holders, as their names and addresses appear in
the Security Register, within 30 days after the filing thereof with the
Trustee, such summaries of any information, documents and reports required to
be filed by the Company pursuant to paragraphs (1) and (2) of this Section as
may be required by rules and regulations prescribed from time to time by
the Commission.


 


Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee’s receipt of such reports shall
not constitute constructive notice of any information contained therein or determinable
from information contained therein, including the Company’s compliance with any
of its covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officers’ Certificates).


 


ARTICLE VIII

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


 


SECTION 8.1                                                     Company
May Consolidate, Etc., Only on Certain Terms.


 


The Company shall not consolidate with or merge into any other
corporation or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, unless:


 


(1)                              the Person formed by such consolidation or into which the Company is
merged or the Person that acquires by conveyance or transfer, or that leases,
the properties and assets of the Company substantially as an entirety shall be
a corporation organized and existing under the laws of the United States of
America, any State thereof or the District of Columbia and shall expressly
assume, by an indenture supplemental hereto, executed and delivered to the
Trustee, in form satisfactory to the Trustee, the due and punctual payment of
the principal of (and premium, if any) and interest on all the Securities and
the performance of every covenant of this Indenture on the part of the Company
to be performed or observed;


 


(2)                              immediately after giving effect to such transaction, no Default, and no
event that, after notice or lapse of time or both, would become a Default,
shall have happened and be continuing; and


 


(3)                              the Company has delivered to the Trustee an Officer’s Certificate
stating that such consolidation, merger, conveyance, transfer or lease and such
supplemental indenture comply with this Article and that all conditions
precedent herein provided for relating to such transaction have been complied
with.


 


SECTION 8.2                                                     Successor
Corporation Substituted.


 


Upon any consolidation of the Company with, or merger of the Company
into, any other corporation or any conveyance, transfer or lease of the
properties and assets of the Company


 


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substantially as an entirety in accordance with Section 8.1,
the successor corporation formed by such consolidation or into which the
Company is merged or to which such conveyance, transfer or lease is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor
corporation had been named as the Company herein, and thereafter, except in the
case of a lease, the Company shall be relieved of all obligations and covenants
under this Indenture and the Securities.


 


ARTICLE IX

SUPPLEMENTAL INDENTURES


 


SECTION 9.1                                                     Supplemental
Indentures Without Consent of Holders.


 


Without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form satisfactory to the
Trustee, for any of the following purposes:


 


(1)                              to evidence the succession of another corporation to the Company and
the assumption by any such successor of the covenants of the Company contained
herein and in the Securities, pursuant to Article VIII; or


 


(2)                              to add to the covenants of the Company for the benefit of the Holders
of all or any series of Securities (and if such covenants are to be for the
benefit of less than all series of Securities, stating that such covenants are
expressly being included solely for the benefit of one or more specified
series) or to surrender any right or power herein conferred upon the Company;
or


 


(3)                              to add any additional Defaults; or


 


(4)                              to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become
effective only when there is no Security Outstanding of any series created
prior to the execution of such supplemental indenture that is entitled to the
benefit of such provision; or


 


(5)                              to secure the Securities; or


 


(6)                              to establish the form or terms of Securities of any series as permitted
by Sections 2.1 and 3.1; or


 


(7)                              to evidence and provide for the acceptance of appointment hereunder by
a successor Trustee with respect to the Securities of one or more series and to
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, pursuant to the requirements of Section 6.11(b); or


 


(8)                              to cure any ambiguity, to correct or supplement any provision herein
that may be inconsistent with any other provision herein, or to make any other
provisions with 


 


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respect to matters or questions arising under this Indenture, provided
such action shall not adversely affect the interests of the Holders of
Securities of any series in any material respect.


 


SECTION 9.2                                                     Supplemental
Indentures with Consent of Holders.


 


With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee
may enter into an indenture or indentures supplemental hereto for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided that
no such supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby,


 


(1)                              change the Stated Maturity of the principal of, or any installment of
principal of or interest on, any Security, or reduce the principal amount
thereof or the rate of interest thereon (including any change in the Floating
or Adjustable Rate Provision pursuant to which such rate is determined that
would reduce that rate for any period) or any premium payable upon the
redemption thereof, or change any Place of Payment where, or the coin or
currency in which, any Security or any premium or the interest thereon is
payable, or impair the right to institute suit for the enforcement of any such
payment on or after the Stated Maturity thereof (or, in the case of redemption,
on or after the Redemption Date), or modify the provisions of this Indenture with
respect to the subordination of the Securities in a manner adverse to the
Holders, or


 


(2)                              reduce the percentage in principal amount of the Outstanding Securities
of any series, the consent of whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is required for any
waiver (of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences) provided for in this Indenture, or


 


(3)                              modify any of the provisions of this Section or Section 5.6,
except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent
of the Holder of each Outstanding Security affected thereby; provided that this clause shall not be deemed to require the
consent of any Holder with respect to changes in the references to “the Trustee”
and concomitant changes in this Section or the deletion of this proviso,
in accordance with the requirements of Sections 6.11(b) and 9.1(8), or


 


(4)                              remove or impair the rights of any Holder of Securities to bring a
Direct Action in certain circumstances, as provided in Section 15.1;


 


provided, further, that if the Securities of such series are
held by a City National Trust or a trustee of such trust, such supplemental
indenture shall not be effective until the holders of a majority in liquidation
preference of Trust Securities of the applicable City National Trust shall have
consented to such supplemental indenture; provided, further,
that if the consent of the Holder of each Outstanding Securities is required,
such supplemental indenture shall not be 


 


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effective until each holder of the Trust
Securities of the applicable City National Trust shall have consented to such
supplemental indenture.


 


A supplemental indenture that changes or eliminates any covenant or
other provision of this Indenture that has expressly been included solely for
the benefit of one or more particular series of Securities, or that modifies
the rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under
this Indenture of the Holders of Securities of any other series.


 


It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Act shall approve the substance thereof.


 


SECTION 9.3                                                     Execution
of Supplemental Indentures.


 


In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled
to receive, in addition to the documents required by Section 1.2, and
(subject to Section 6.1) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. 
The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture that affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise.


 


SECTION 9.4                                                     Effect
of Supplemental Indentures.


 


Upon the execution of any supplemental indenture under this Article,
this Indenture shall he modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every
Holder of Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby to the extent provided therein.


 


SECTION 9.5                                                     Conformity
with Trust Indenture Act.


 


Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect.


 


SECTION 9.6                                                     Reference
in Securities to Supplemental Indentures.


 


Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and
shall if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture.  If the Company shall so determine, new
Securities of any series so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.


 


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ARTICLE X

COVENANTS


 


SECTION 10.1                                             Payment
of Principal, Premium and Interest.


 


The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of (and premium,
if any) and interest on the Securities of that series in accordance with the
terms of the Securities of such series and this Indenture, and will duly comply
with all other terms, agreements and conditions contained in, or made in the
Indenture for the benefit of, the Securities of such series.


 


SECTION 10.2                                             Maintenance
of Office or Agency.


 


The Company will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented
or surrendered for payment, where Securities of that series may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Company in respect of the Securities of that series and this Indenture
may be served.  The Company will give
prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency.  If
at any time the Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.


 


The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided that no such
designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in each Place of Payment for
Securities of any series for such purposes. 
The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency.


 


SECTION 10.3                                             Money
for Securities Payments To Be Held in Trust.


 


If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, on or before each due date of the
principal of (and premium, if any) or interest on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal (and premium, if any) or interest
so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and will promptly notify the Trustee of its
action or failure so to act.


 


Whenever the Company shall have one or more Paying Agents for any
series of Securities, it will, prior to each due date of the principal of (and
premium, if any) or interest on any Securities of that series, deposit with a
Paying Agent a sum sufficient to pay the principal (and premium, if any) or
interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest, and (unless such
Paying Agent is the Trustee) the Company will promptly notify the Trustee of
its action or failure so to act.


 


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The Company will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will:


 


(1)                              hold all sums held by it for the payment of the principal of (and
premium, if any) or interest on Securities of that series in trust for the
benefit of the Persons entitled thereto until such sums shall be paid to such
Persons or otherwise disposed of as herein provided;


 


(2)                              give the Trustee notice of any default by the Company (or any other
obligor upon the Securities of that series) in the making of any payment of
principal (and premium, if any) or interest on the Securities of that series;
and


 


(3)                              at any time during the continuance of any such default, upon the
written request of the Trustee, forthwith pay to the Trustee all sums so held
in trust by such Paying Agent.


 


The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held
in trust by the Company or such Paying Agent, such sums to be held by the
Trustee upon the same trusts as those upon which such sums were held by the
Company or such Paying Agent; and, upon such payment by any Paying Agent to the
Trustee, such Paying Agent shall be released from all further liability with
respect to such money.


 


Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of (and premium, if
any) or interest on any Security of any series and remaining unclaimed for
three years after such principal (and premium, if any) or interest has become due
and payable shall be paid to the Company on Company Request, or (if then held
by the Company) shall be discharged from such trust; and the Holder of such
Security shall thereafter, as an unsecured general creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; provided that
the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in a
newspaper published in the English language, customarily published on each
Business Day and of general circulation in the Borough of Manhattan, The City
of New York, New York, notice that such money remains unclaimed and that, after
a date specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be
repaid to the Company.


 


SECTION 10.4                                             Statement
by Officers As to Default.


 


The Company will deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company ending after the date hereof, an Officers’
Certificate stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the
terms, provisions and conditions of Sections 10.1 to 10.3, inclusive, and 


 


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if the Company shall be in default, specifying all
such defaults and the nature and status thereof of which they may have
knowledge.


 


SECTION 10.5                                             Covenants
as to City National Trusts.


 


For so long as any Trust Securities of a City National Trust remain
outstanding, the Company will (i) maintain 100% direct or indirect ownership of
the Common Securities of such City National Trust; provided,
however, that any permitted successor of the Company hereunder may
succeed to the Company’s ownership of such Common Securities, (ii) not
voluntarily dissolve, wind up or terminate such City National Trust, except in
connection with a distribution of Securities upon a Special Event, and in
connection with certain mergers, consolidations or amalgamations permitted by
the Declaration of the applicable City National Trust, (iii) timely
perform its duties as Sponsor of the applicable City National Trust and (iv) use
its reasonable efforts to cause such City National Trust to (a) remain a
statutory trust, except in connection with a distribution of Securities to the
holders of Trust Securities as provided in the Declaration of such City
National Trust, the redemption of all of the Trust Securities and in connection
with certain mergers, consolidations or amalgamations permitted by the
Declaration of such City National Trust, and (b) otherwise continue to be
classified as a grantor trust for United States federal income tax purposes.


 


SECTION 10.6                                             Payment
of Expenses.


 


(a)                               In connection with the offering, sale and issuance of each series of
Securities to the Institutional Trustee of a City National Trust and in
connection with the sale of Trust Securities by such City National Trust, the
Company, in its capacity as borrower with respect to such Securities, shall:


 


(i)                                   pay all costs and expenses relating to the
offering, sale and issuance of such Securities and Trust Securities, including
commissions to the underwriters payable pursuant to the applicable Underwriting
Agreement and compensation of the Trustee under this Indenture in accordance
with the provisions of Section 6.7;


 


(ii)                                pay all costs and expenses of such City
National Trust (including, but not limited to, costs and expenses relating to
the organization of the trust, the fees and expenses of the Institutional
Trustee, the Regular Trustees and the Delaware Trustee of such City National
Trust, the costs and expenses relating to the operation, maintenance and
dissolution of such City National Trust and the enforcement by such
Institutional Trustee of the rights of the holders of the Preferred Securities
of such City National Trust, including without limitation, costs and expenses
of accountants, attorneys, statistical or bookkeeping services, expenses for
printing and engraving and computing or accounting equipment, paying agent(s),
registrar(s), transfer agent(s), duplicating, travel and telephone and other
telecommunications expenses and costs and expenses incurred in connection with
the acquisition, financing, and disposition of assets of such City National
Trust);


 


(iii)                             be primarily liable for any indemnification
obligations arising with respect to the Declaration of such City National
Trust;


 


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(iv)                            pay any and all taxes (other than United
States withholding taxes in respect of amounts paid on the Securities held by
such City National Trust) and all liabilities, costs and expenses with respect
to such taxes of such City National Trust.


 


(b)                              Upon termination of this Indenture or any series of Securities or the
removal or resignation of the Trustee pursuant to Section 6.10, the
Company shall pay to the Trustee all amounts accrued and owing to the Trustee
to the date of such termination, removal or resignation.  Upon termination of the Declaration of any
City National Trust or the removal or resignation of the Delaware Trustee or
the Institutional Trustee, as the case may be, pursuant to Section 5.6 of
the Declaration of such City National Trust, the Company shall pay to such
Delaware Trustee or such Institutional Trustee, as the case may be, all amounts
accrued and owing to such Delaware Trustee or such Institutional Trustee, as
the case may be, to the date of such termination, removal or resignation.


 


SECTION 10.7                                             Listing
on an Exchange.


 


If Securities of any series are to be issued as a Global Security in
connection with the distribution of such Securities to the holders of the
Preferred Securities of a City National Trust upon a Dissolution Event with
respect to such City National Trust, the Company will use its best efforts to
list such series of Securities on the New York Stock Exchange, Inc. or on
such other securities exchange as the Preferred Securities of such City
National Trust are then listed.  The
Company will promptly notify the Trustee in writing of any Securities that will
be listed on any securities exchange.


 


SECTION 10.8                                             Future
Issuance of Securities Under This Indenture.


 


Any Securities issued under this Indenture shall either (x) be
issued with the concurrence or approval of the staff of the Federal Reserve
Bank of San Francisco or the staff of the Federal Reserve or (y) qualify
at the time of issuance 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.


 


ARTICLE XI

REDEMPTION OF SECURITIES


 


SECTION 11.1                                             Applicability
of Article; Federal Reserve Approval.


 


Securities of each series
are redeemable before their respective Stated Maturities in accordance with
their respective terms and (except as otherwise specified as contemplated by Section 3.1
for Securities of any series) in accordance with this Article.  Any redemption of any series of Securities,
in whole or in part, prior to their respective Stated Maturities shall be
subject to receipt by the Company of prior written approval from the Federal
Reserve Bank of San Francisco, if then required under applicable capital
adequacy guidelines, regulations or policies of the Federal Reserve.


 


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SECTION 11.2     Election To Redeem; Notice to Trustee.


 


(a)        Subject to the provisions of Section 11.2(b) and
to the other provisions of this Article XI, except as otherwise may be
specified in this Indenture or, with respect to any series of Securities, as otherwise
specified as contemplated by Section 3.1 for the Securities of such
series, the Company shall have the right to redeem any series of Securities, in
whole or in part, from time to time, on or after the Redemption Option Date for
such series at the Redemption Price.  The
election of the Company to redeem any Securities redeemable at the election of
the Company shall be evidenced by a Board Resolution.  In case of any redemption at the election of
the Company of less than all the Securities of any series, the Company shall,
at least 40 days (unless a shorter period is acceptable to the Trustee), but
not more than 60 days, prior to the Redemption Date fixed by the Company,
notify the Trustee of such Redemption Date and of the principal amount of Securities
of such series to be redeemed.  In the
case of any redemption of Securities prior to the expiration of any restriction
on such redemption provided in the terms of such Securities or elsewhere in
this Indenture, the Company shall furnish the Trustee with an Officers’
Certificate evidencing compliance with such restriction.


 


(b)        If a partial redemption of any series of
Securities would result in the delisting of the Preferred Securities of the
City National Trust that purchased such Securities from any national securities
exchange or other organization on which the Preferred Securities of such City
National Trust are then listed, the Company shall not be permitted to effect
such partial redemption and may only redeem such series of Securities in whole.


 


SECTION 11.3     Selection By Trustee of Securities To Be
Redeemed.


 


If less than all the
Securities of any series are to be redeemed, the particular Securities to be
redeemed shall be selected not more than 60 days prior to the Redemption Date
by the Trustee, from the Outstanding Securities of such series not previously
called for redemption, by such method as the Trustee shall deem fair and
appropriate, which may provide for the selection for redemption of portions
(equal to the minimum authorized denomination for Securities of that series or
any integral multiple thereof) of the principal amount of Securities of such
series of a denomination larger than the minimum authorized denomination for
Securities of that series; provided,
that, if at the time of redemption such Securities are registered as a Global
Security, the Depositary shall determine, in accordance with its procedures,
the principal amount of such Securities held by each Security Beneficial Owner
to be redeemed.


 


The Trustee shall
promptly notify the Company in writing of the Securities selected for
redemption and, in case of any Securities selected for partial redemption, the
principal amount thereof to be redeemed.


 


For all purposes of this
Indenture, unless the context otherwise requires, all provisions relating to
the redemption of Securities shall relate, in the case of any Securities
redeemed or to be redeemed only in part, to the portion of the principal amount
of such Securities that has been or is to be redeemed.


 


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SECTION 11.4     Notice of Redemption.


 


Notice of redemption
shall be given by first-class mail, postage prepaid, mailed not less than 30
nor more than 60 days prior to the Redemption Date, to each Holder of
Securities to be redeemed, at his address appearing in the Security Register.


 


All notices of redemption
shall state:


 


(1)        the Redemption Date,


 


(2)        the Redemption Price,


 


(3)        if less than all the Outstanding
Securities of any series are to be redeemed, the identification (and, in the
case of partial redemption, the principal amounts) of the particular Securities
of such series to be redeemed,


 


(4)        that on the Redemption Date the
Redemption Price will become due and payable upon each such Security to be
redeemed and that interest thereon will cease to accrue on and after said date,


 


(5)        the place or places where such
Securities are to be surrendered for payment of the Redemption Price, and


 


(6)        that the redemption is for a sinking
fund, if such is the case.


 


Notice of redemption of
Securities to be redeemed at the election of the Company shall be given by the
Company or, at the Company’s request, by the Trustee in the name and at the
expense of the Company.


 


SECTION 11.5     Deposit of Redemption Price.


 


Prior to 10:00 a.m.,
New York City time, on any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 10.3) an amount
of money sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date) accrued interest on, all the
Securities that are to be redeemed on that date.


 


SECTION 11.6     Securities Payable on Redemption Date.


 


Notice of redemption
having been given as aforesaid, the Securities so to be redeemed shall, on the
Redemption Date, become due and payable at the Redemption Price therein
specified, and from and after such date (unless the Company shall default in
the payment of the Redemption Price and accrued interest) such Securities shall
cease to bear interest.  Upon surrender
of any such Security for redemption in accordance with said notice, such
Security shall be paid by the Company at the Redemption Price, together with
accrued interest to the Redemption Date; provided
that installments of interest whose Stated Maturity is on or prior
to the Redemption Date shall be payable to the Holders of such Securities, or
one or more


 


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Predecessor Securities,
registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 3.7.


 


If any Security called
for redemption shall not be so paid upon surrender thereof for redemption, the
principal (and premium, if any) shall, until paid, bear interest from the
Redemption Date at the rate prescribed therefor in the Security.


 


The Redemption Price
shall be paid prior to 12:00 noon, New York City time, on the date of such
redemption or such earlier time as the Company determines, provided that the Company shall deposit
with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m.,
New York City time, on the date such Redemption Price is to be paid.


 


SECTION 11.7     Securities Redeemed in Part.


 


Any Security that is to
be redeemed only in part shall be surrendered at a Place of Payment for
Securities of that series (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company duly executed by, the Holder thereof or his attorney duly authorized in
writing), and the Company shall execute, and the Trustee shall authenticate and
deliver to the Holder of such Security without service charge, a new Security
or Securities of the same series, of like tenor and of any authorized
denomination as requested by such Holder, in aggregate principal amount equal
to and in exchange for the unredeemed portion of the principal of the Security
so surrendered.


 


SECTION 11.8     Tax Event Redemption.


 


If a Tax Event with respect to any City National Trust
has occurred and is continuing, then, notwithstanding Section 11.2(a) but
subject to Section 11.2(b) and Section 11.1, the Company shall
have the right upon not less than 30 days’ nor more than 60 days’ notice to the
Holders of Securities of the series issued to such City National Trust, or to
its Institutional Trustee, to redeem such Securities, in whole or in part, for
cash within 90 days following the occurrence of such Tax Event at the Redemption
Price, provided that if at the
time there is available to the Company or such City National Trust the
opportunity to eliminate, within such 90-day period, the Tax Event by taking
some ministerial action (“Ministerial Action”), such as filing a form or making
an election, or pursuing some other similar reasonable measure that has no
adverse effect on the Company, the Trust or the holders of the Trust Securities
of such City National Trust, the Company or such City National Trust shall
pursue such Ministerial Action in lieu of redemption, and, provided, further that the Company shall
have no right to redeem such Securities while the Company or such City National
Trust is pursuing any Ministerial Action pursuant to its obligations under the
Declaration of such City National Trust.1


 






1 This
change to 11.8 reflects the fact that “Tax Event” is defined in the declaration
of trust as the receipt of an opinion to the
effect that the trust would be taxable with respect to income from the Junior
Subordinated Debt Securities, that the interest on such debt would not be
deductible, or that the trust would be subject to more than a de minimis amount
of taxes.  There is no corresponding definition of “Tax Event Opinion,” “Redemption
Tax Opinion” or “No Recognition Tax Opinion.”


 


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ARTICLE XII

SINKING FUNDS


 


SECTION 12.1     Applicability of Article.


 


The provisions of this Article shall
be applicable to any sinking fund for the retirement of Securities of a series
except as otherwise specified as contemplated by Section 3.1 for the
Securities of such series.


 


The minimum amount of any
sinking fund payment provided for by the terms of Securities of any series is
herein referred to as a “mandatory sinking fund payment,” and any payment in
excess of such minimum amount provided for by the terms of Securities of any
series is herein referred to as an “optional sinking fund payment.”  If provided for by the terms of Securities of
any series, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 12.2. 
Each sinking fund payment shall be applied to the redemption of
Securities as provided for by the terms of Securities of such series.


 


SECTION 12.2     Satisfaction of Sinking Fund Payments
with Securities.


 


Unless the form or terms
of any series of Securities shall provide otherwise, the Company (1) may
deliver to the Trustee Outstanding Securities of a series (other than any
previously called for redemption) and (2) may apply as a credit Securities
of a series that has been redeemed either at the election of the Company
pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to any Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
Securities; provided that such
Securities have not been previously so credited.  Such Securities shall be received and
credited for such purpose by the Trustee at the Redemption Price specified in
such Securities for redemption through operation of the sinking fund and the
amount of such sinking fund payment shall be reduced accordingly.


 


SECTION 12.3     Redemption of Securities for Sinking
Fund.


 


Not less than 60 days
prior to each sinking fund payment date for any series of Securities the
Company will deliver to the Trustee an Officer Certificate specifying the
amount of the next ensuing sinking fund payment for that series pursuant to the
terms of that series, the portion thereof, if any, that is to be satisfied by
payment of cash and the portion thereof, if any, that is to be satisfied by
delivering and crediting Securities of that series pursuant to Section 12.2
and will also deliver to the Trustee any Securities to be so delivered.  Not less than 45 days before each such
sinking fund payment date, the Trustee shall select the Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section 11.3
and cause notice of the redemption thereof to be given in the name of and at
the expense of the Company in the manner provided in Section 11.4.  The Company shall deposit the amount of cash,
if any, required for such sinking fund payment with the Trustee in the manner
provided in Section 11.5.  Such
notice having been duly given, the redemption of such Securities shall be made
upon the terms and in the manner stated in Sections 11.6 and 11.7.


 


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ARTICLE XIII

EXTENSION OF INTEREST PAYMENT PERIOD


 


SECTION 13.1     Extension of Interest Payment Period.


 


The Company shall have
the right, at any time and from time to time during the term of the Securities
of any series, to defer payments of interest by extending the interest payment
period of all Securities of such series for a period not exceeding 20
consecutive quarters (or 10 consecutive semi-annual periods) (the “Extended
Interest Payment Period”), during which Extended Interest Payment Period no
interest shall be due and payable on Securities of such series; provided that no Extended Interest
Payment Period may extend beyond the Stated Maturity of such Securities.  To the extent permitted by applicable law,
interest, the payment of which has been deferred because of the extension of
the interest payment period pursuant to this Section 13.1, will bear
interest thereon at the Coupon Rate compounded quarterly for each quarter of
the Extended Interest Payment Period (“Compounded Interest”).  At the end of any Extended Interest Payment
Period with respect to any series of Securities, the Company shall pay all
interest accrued and unpaid on such Securities, including any Additional
Interest and Compounded Interest (together, “Deferred Interest”) that shall be
payable to the Holders of Securities of such Series in whose names such
Securities are registered in the Security Register on the first record date
after the end of such Extended Interest Payment Period.  Before the termination of any Extended
Interest Payment Period, the Company may further extend such period; provided that such period, together with
all such further extensions thereof, shall not exceed 20 consecutive quarters
(or 10 consecutive semi-annual periods); and provided
further that no prepayment of interest during an Extended Interest
Payment Period shall allow the Company to extend such Extended Interest Payment
Period beyond 20 consecutive quarters (or 10 consecutive semi-annual
periods).  Upon the termination of any
Extended Interest Payment Period with respect to any series of Securities and
upon the payment of all Deferred Interest then due, the Company may commence a
new Extended Interest Payment Period with respect to such series of Securities,
subject to the foregoing requirements. 
No interest on a series of Securities shall be due and payable during an
Extended Interest Payment Period with respect thereto, except at the end
thereof, provided the Company may
prepay at any time all or any portion of the interest accrued during any
Extended Interest Payment Period.


 


SECTION 13.2     Notice of Extension.


 


(a)        If the Institutional Trustee of a City
National Trust is the only Holder of Securities of a series at the time the
Company selects an Extended Interest Payment Period with respect thereto, the
Company shall give written notice to the Regular Trustees and the Institutional
Trustee of such City National Trust and to the Trustee of its selection of such
Extended Interest Payment Period one Business Day before the earlier of (i) the
next succeeding date on which Distributions on the Trust Securities issued by
such City National Trust would be payable, if not for such Extended Interest
Payment Period, or (ii) the date such City National Trust is required to
give notice of the record date, or the date such Distributions are payable, to
the New York Stock Exchange or other applicable self-regulatory organization or
to holders of the Preferred Securities issued by such City National Trust, but
in any event at least one Business Day before such record date.


 


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(b)        If the Institutional Trustee of a City
National Trust is not the only Holder of Securities of a series at the time the
Company selects an Extended Interest Payment Period with respect thereto, the
Company shall give written notice to the Holders of Securities of such series
and the Trustee of its selection of such Extended Interest Payment Period 10
Business Days before the earlier of (i) the next succeeding Interest
Payment Date, or (ii) the date the Company is required to give notice of
the record or payment date of such interest payment to the New York Stock
Exchange or other applicable self-regulatory organization or to Holders of
Securities of such series.


 


(c)        The quarter in which any notice is given
pursuant to paragraphs (a) or (b) of this Section 13.2 shall be
counted as one of the 20 quarters permitted in the maximum Extended Interest
Payment Period with respect to any series of Securities permitted under Section 1.3.


 


SECTION 13.3     Limitation of Transactions.


 


If with respect to any
series of Securities (i) the Company shall exercise its right to defer
payments of interest thereon as provided in Section 13.1 or (ii) there
shall have occurred any Default, then the Company shall not, and shall not
permit any Subsidiary to, (a) declare or pay any dividends on, make any
distributions with respect to, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of its capital stock or the capital
stock of its Subsidiaries, (b) make any payment of interest on, principal
of or premium, if any, on, or repay, repurchase or redeem, any debt securities
issued by the Company that rank pari passu with
or junior to the Securities of such series (including the Securities of any
other series), or (c) make any guarantee payment with respect to any
guarantee by the Company of the debt securities of any Subsidiary of the
Company (including Preferred and Common Security Guarantees other than the
Preferred and Common Security Guarantee related to the Preferred Securities and
Common Securities issued by the City National Trust holding Securities of such
series) if such guarantee ranks pari passu with
or junior in interest to the Securities of such series (other than (i) dividends
or distributions in capital stock of the Company, (ii) payments under the
Preferred and Common Security Guarantee related to the Preferred Securities and
Common Securities issued by the City National Trust holding Securities of such
series, (iii) 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 in the future or the redemption or repurchase of any such
rights pursuant thereto, (iv) 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, (v) 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.


 


ARTICLE XIV

SUBORDINATION OF SECURITIES


 


SECTION 14.1     Agreement to Subordinate.


 


The Company covenants and
agrees, and each Holder of Securities issued hereunder by such Holder’s
acceptance thereof likewise covenants and agrees, that all Securities shall be
issued subject to the provisions of this Article Fourteen; and each Holder
of a Security, whether


 


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upon original issue or
upon transfer or assignment thereof, accepts and agrees to be bound by such
provisions.


 


The payment by the
Company of the principal of, premium, if any, and interest on all Securities
issued hereunder shall, to the extent and in the manner hereinafter set forth,
be subordinated and junior in right of payment to the prior payment in full of
all Senior Indebtedness of the Company, whether outstanding at the date of this
Indenture or thereafter incurred.


 


No provision of this Article Fourteen
shall prevent the occurrence of any Default hereunder.


 


SECTION 14.2     Default on Senior Indebtedness.


 


In the event and during
the continuation of any default by the Company in the payment of principal,
premium, interest or any other payment due on any Senior Indebtedness of the
Company, as the case may be, or in the event that the maturity of any Senior
Indebtedness of the Company, as the case may be, has been accelerated because
of a default, then, in either case, no payment shall be made by the Company
with respect to the principal (including redemption payments) of, or premium,
if any, or interest on, the Securities or to acquire any of the Securities
(except sinking fund payments made in Securities acquired by the Company prior
to such default).


 


In the event that,
notwithstanding the foregoing, any payment shall be received by the Trustee, by
any Holder or by any Paying Agent (or, if the Company is acting as its own
Paying Agent, money for any such payment is segregated and held in trust) when
such payment is prohibited by the preceding paragraph of this Section 14.2,
before all Senior Indebtedness of the Company is paid in full, or provision is
made for such payment in money in accordance with its terms, such payment shall
be held in trust for the benefit of, and shall be paid over or delivered to,
the holders of Senior Indebtedness of the Company or their respective
representatives, or to the trustee or trustees under any indenture pursuant to
which any of such Senior Indebtedness may have been issued, as their respective
interests may appear, ratably according to the aggregate amount remaining
unpaid on account of the principal, premium, interest or any other payment due
on the Senior Indebtedness held or represented by each, for application to the
payment of all Senior Indebtedness of the Company, as the case may be,
remaining unpaid to the extent necessary to pay such Senior Indebtedness in
full in money in accordance with its terms, after giving effect to any
concurrent payment or distribution to or for the benefit of the holders of such
Senior Indebtedness, but only to the extent that the holders of the Senior
Indebtedness (or their representative or representatives or a trustee) notify
the Trustee in writing within 90 days of such payment of the amounts then due
and owing on the Senior Indebtedness and only the amounts specified in such
notice to the Trustee shall be paid to the holders of Senior Indebtedness.


 


SECTION 14.3     Liquidation; Dissolution; Bankruptcy.


 


Upon any payment by the
Company or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, to creditors upon any dissolution or


 


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winding-up or liquidation
or reorganization of the Company, whether voluntary or involuntary or in
bankruptcy, insolvency, receivership or other proceedings, all amounts due upon
all Senior Indebtedness of the Company shall first be paid in full, or payment
thereof provided for in money in accordance with its terms, before any payment
is made by the Company on account of the principal (and premium, if any) or
interest on the Securities; and upon any such dissolution or winding-up or
liquidation or reorganization, any payment by the Company, or distribution of
assets of the Company of any kind or character, whether in cash, property or
securities, to which the Holders of the Securities or the Trustee would be
entitled to receive, except for the provisions of this Article Fourteen,
shall be paid by the Company or by any receiver, trustee in bankruptcy,
liquidating trustee, agent or other Person making such payment or distribution,
or by the Holders of the Securities or by the Trustee under this Indenture if
received by them or it, directly to the holders of Senior Indebtedness of the
Company (pro rata to such holders on the basis of the respective amounts
of Senior Indebtedness held by such holders, as calculated by the Company) or
their representative or representatives, or to the trustee or trustees under
any indenture pursuant to which any instruments evidencing such Senior
Indebtedness may have been issued, as their respective interests may appear, to
the extent necessary to pay such Senior Indebtedness in full, in money or money’s
worth, after giving effect to any concurrent payment or distribution to or for
the holders of such Senior Indebtedness, before any payment or distribution is
made to the Holders of Securities or to the Trustee.


 


In the event that,
notwithstanding the foregoing, any payment or distribution of assets of the
Company of any kind or character, whether in cash, property or securities,
prohibited by the foregoing, shall be received by the Trustee, by any Holder or
by any Paying Agent (or, if the Company is acting as its own Paying Agent,
money for any such payment is segregated and held in trust) before all Senior
Indebtedness of the Company is paid in full, or provision is made for such
payment in money in accordance with its terms, such payment or distribution
shall be held in trust for the benefit of and shall be paid over or delivered
to the holders of such Senior Indebtedness or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any of such Senior Indebtedness may have been issued, as their respective
interests may appear, ratably according to the aggregate amount remaining
unpaid on account of the principal, premium, interest or any other payment due
on the Senior Indebtedness held or represented by each, as calculated by the
Company, for application to the payment of all Senior Indebtedness of the
Company, as the case may be, remaining unpaid to the extent necessary to pay
such Senior Indebtedness in full in money in accordance with its terms, after
giving effect to any concurrent payment or distribution to or for the benefit
of the holders of such Senior Indebtedness.


 


For purposes of this Article Fourteen,
the words “cash, property or securities” shall not be deemed to include shares
of stock of the Company as reorganized or readjusted, or securities of the
Company or any other corporation provided for by a plan of reorganization or
readjustment, the payment of which is subordinated at least to the extent
provided in this Article Fourteen with respect to the Securities to the
payment of all Senior Indebtedness of the Company, as the case may be, that may
at the time be outstanding, provided that
(i) such Senior Indebtedness is assumed by the new corporation, if any,
resulting from any such reorganization or readjustment, and (ii) the
rights of the holders of such Senior Indebtedness are not, without the consent
of such holders, altered by such reorganization or readjustment.  The consolidation of the Company with, or the
merger of the Company into, another corporation or the liquidation or
dissolution of the


 


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Company following the
conveyance or transfer of its property as an entirety, or substantially as an
entirety, to another corporation upon the terms and conditions provided for in Article Eight
shall not be deemed a dissolution, winding-up, liquidation or reorganization
for the purposes of this Section 14.3 if such other corporation shall, as
a part of such consolidation, merger, conveyance or transfer, comply with the
conditions stated in Article Eight. 
Nothing in Section 14.2 or in this Section 14.3 shall apply to
claims of, or payments to, the Trustee under or pursuant to Section 6.7.


 


SECTION 14.4     Subrogation.


 


Subject to the payment in
full of all Senior Indebtedness of the Company, the rights of the Holders of
the Securities shall be subrogated to the rights of the holders of such
indebtedness to receive payments or distributions of cash, property or
securities of the Company, as the case may be, applicable to such Senior
Indebtedness until the principal of (and premium, if any) and interest on the
Securities shall be paid in full; and, for the purposes of such subrogation, no
payments or distributions to the holders of such Senior Indebtedness of any
cash, property or securities to which the Holders of the Securities or the
Trustee would be entitled except for the provisions of this Article Fourteen,
and no payment pursuant to the provisions of this Article Fourteen to or
for the benefit of the holders of such Senior Indebtedness by Holders of the
Securities or the Trustee, shall, as between the Company, its creditors other
than Holders of Senior Indebtedness of the Company, and the holders of the
Securities, be deemed to be a payment by the Company to or on account of such
Senior Indebtedness.  It is understood
that the provisions of this Article Fourteen are and are intended solely
for the purposes of defining the relative rights of the Holders of the
Securities, on the one hand, and the holders of such Senior Indebtedness on the
other hand.


 


Nothing contained in this
Article Fourteen or elsewhere in this Indenture or in the Securities is
intended to or shall impair, as between the Company, its creditors other than
the holders of Senior Indebtedness of the Company, and the Holders of the
Securities, the obligation of the Company, which is absolute and unconditional,
to pay to the Holders of the Securities the principal of (and premium, if any)
and interest on the Securities as and when the same shall become due and
payable in accordance with their terms, or is intended to or shall affect the
relative rights of the Holders of the Securities and creditors of the Company,
as the case may be, other than the holders of Senior Indebtedness of the
Company, as the case may be, nor shall anything herein or therein prevent the
Trustee or the Holder of any Security from exercising all remedies otherwise
permitted by applicable law upon default under the Indenture, subject to the
rights, if any, under this Article Fourteen of the holders of such Senior
Indebtedness in respect of cash, property or securities of the Company, as the
case may be, received upon the exercise of any such remedy.


 


Upon any payment or
distribution of assets of the Company referred to in this Article Fourteen,
the Trustee, subject to the provisions of Section 6.1, and the Holders of
the Securities shall be entitled to conclusively rely upon any order or decree
made by any court of competent jurisdiction in which such dissolution,
winding-up, liquidation or reorganization proceedings are pending, or a
certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent
or other Person making such payment or distribution, delivered to the Trustee
or to the Holders of the Securities, for the purposes of ascertaining the
Persons entitled to participate in such distribution,


 


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the holders of Senior
Indebtedness and other indebtedness of the Company, as the case may be, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article Fourteen.


 


SECTION 14.5     Trustee To Effectuate Subordination.


 


Each Holder of Securities
by such Holder’s acceptance thereof authorizes and directs the Trustee on such
Holder’s behalf to take such action as may be necessary or appropriate to
effectuate the subordination provided in this Article Fourteen and
appoints the Trustee such Holder’s attorney-in-fact for any and all such
purposes.


 


SECTION 14.6     Notice by the Company.


 


The Company shall give
prompt written notice to a Responsible Officer of the Trustee of any fact known
to the Company that would prohibit the making of any payment of monies to or by
the Trustee in respect of the Securities pursuant to the provisions of this Article Fourteen.  Notwithstanding the provisions of this Article Fourteen
or any other provision of this Indenture, the Trustee shall not be charged with
knowledge of the existence of any facts that would prohibit the making of any
payment of monies to or by the Trustee in respect of the Securities pursuant to
the provisions of this Article Fourteen, unless and until a Responsible
Officer of the Trustee shall have received written notice thereof from the
Company or a holder or holders of Senior Indebtedness or their representative
or representatives or from any trustee therefor; and before the receipt of any
such written notice, the Trustee, subject to the provisions of Section 6.1
shall be entitled in all respects to assume that no such facts exist; provided, however,
that if the Trustee shall not have received the notice provided for in this Section 14.6
at least three Business Days prior to the date upon which by the terms hereof
any money may become payable for any purpose (including, without limitation,
the payment of the principal of (or premium, if any) or interest on any
Security), then, anything herein contained to the contrary notwithstanding, the
Trustee shall have full power and authority to receive such money and to apply
the same to the purposes for which they were received, and shall not be
affected by any notice to the contrary that may be received by it within three
Business Days prior to such date.


 


The Trustee, subject to
the provisions of Section 6.1, shall be entitled to conclusively rely on
the delivery to it of a written notice by a Person representing himself to be a
holder of Senior Indebtedness of the Company, as the case may be (or a trustee
on behalf of such holder), to establish that such notice has been given by a
holder of such Senior Indebtedness or a trustee on behalf of any such holder or
holders.  In the event that the Trustee
determines in good faith that further evidence is required with respect to the
right of any Person as a holder of such Senior Indebtedness to participate in
any payment or distribution pursuant to this Article Fourteen, the Trustee
may request such Person to furnish evidence to the reasonable satisfaction of
the Trustee as to the amount of such Senior Indebtedness held by such Person,
the extent to which such Person is entitled to participate in such payment or
distribution and any other facts pertinent to the rights of such Person under
this Article Fourteen, and, if such evidence is not furnished, the Trustee
may defer any payment to such Person pending judicial determination as to the
right of such Person to receive such payment.


 


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SECTION 14.7     Rights of the Trustee; Holders of Senior
Indebtedness.


 


The Trustee in its
individual capacity shall be entitled to all the rights set forth in this Article Fourteen
in respect of any Senior Indebtedness at any time held by it, to the same extent
as any other holder of Senior Indebtedness, and nothing in this Indenture shall
deprive the Trustee of any of its rights as such holder.


 


With respect to the
holders of Senior Indebtedness of the Company, the Trustee undertakes to
perform or to observe only such of its covenants and obligations as are
specifically set forth in this Article Fourteen, and no implied covenants
or obligations with respect to the holders of such Senior Indebtedness shall be
read into this Indenture against the Trustee. 
The Trustee shall not be deemed to owe any fiduciary duty to the holders
of such Senior Indebtedness and, subject to the provisions of Section 6.1,
the Trustee shall not be liable to any holder of such Senior Indebtedness if it
shall pay over or deliver to Holders of Securities, the Company or any other
Person money or assets to which any holder of such Senior Indebtedness shall be
entitled by virtue of this Article Fourteen or otherwise.


 


SECTION 14.8     Subordination May Not Be Impaired.


 


No right of any present
or future holder of any Senior Indebtedness of the Company to enforce
subordination as herein provided shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of the Company, as the case
may be, or by any act or failure to act, in good faith, by any such holder, or
by any noncompliance by the Company, as the case may be, with the terms,
provisions and covenants of this Indenture, regardless of any knowledge thereof
that any such holder may have or otherwise be charged with.


 


Without in any way
limiting the generality of the foregoing paragraph, the holders of Senior
Indebtedness of the Company may, at any time and from time to time, without the
consent of or notice to the Trustee or the Holders of the Securities, without
incurring responsibility to the Holders of the Securities and without impairing
or releasing the subordination provided in this Article Fourteen or the
obligations hereunder of the Holders of the Securities to the holders of such
Senior Indebtedness, do any one or more of the following:  (i) change the manner, place or terms of
payment or extend the time of payment of, or renew or alter, such Senior
Indebtedness, or otherwise amend or supplement in any manner such Senior
Indebtedness or any instrument evidencing the same or any agreement under which
such Senior Indebtedness is outstanding; (ii) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing such
Senior Indebtedness; (iii) release any Person liable in any manner for the
collection of such Senior Indebtedness; and (iv) exercise or refrain from
exercising any rights against the Company, as the case may be, and any other
Person.


 


SECTION 14.9     Trustee’s Compensation Not Prejudiced.


 


Nothing in this Article Fourteen
shall apply to amounts due to the Trustee pursuant to Section 6.7 of this
Indenture.


 


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ARTICLE XV

MISCELLANEOUS


 


SECTION 15.1     Acknowledgement of Rights.


 


The Company acknowledges
that, with respect to any Securities held by a City National Trust or a trustee
of such City National Trust, if the Institutional Trustee of such City National
Trust fails to enforce its rights under this Indenture as the Holder of the
series of Securities held as the assets of such City National Trust, any holder
of Preferred Securities of such City National Trust may institute legal
proceedings directly against the Company to enforce such Institutional Trustee’s
rights under this Indenture without first instituting any legal proceedings
against such Institutional Trustee or any other person or entity.


 


Notwithstanding the
foregoing, if a Default has occurred and is continuing and such event is
attributable to the failure of the Company to pay interest, premium, if any, or
principal on the applicable series of Securities on the date such interest or
principal is otherwise payable (or in the case of redemption, on the redemption
date), the Company acknowledges that a holder of Trust Securities issued by the
City National Trust that is, or the Institutional Trustee of which is, the
Holder of such Securities may directly institute a proceeding for enforcement
of payment to such holder of the principal of or interest on the applicable
series of Securities having a principal amount equal to the aggregate
liquidation amount of the Trust Securities of such holder (a “Direct Action”)
on or after the respective due date specified of such holder on or after the
respective due date specified in the applicable series of Securities.  Notwithstanding any payments made to such
holder of Trust Securities by the Company in connection with a Direct Action,
the Company shall remain obligated to pay the principal of or interest on the
series of Securities held by a City National Trust or the Institutional Trustee
of a City National Trust, and the Company shall be subrogated to the rights of
the holder of such Trust Securities to the extent of any payments made by the
Company to such holder in any Direct Action.


 


* * * *


 


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.


 


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IN WITNESS WHEREOF,
the parties hereto have caused this 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