Exhibit 4.2


 


UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.


 


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
THEREOF.  TRANSFERS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES
OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF
PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN
ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE.


 


THESE
SECURITIES ARE NOT SAVINGS OR DEPOSIT ACCOUNTS OR OTHER OBLIGATIONS OF ANY BANK
OR NONBANK SUBSIDIARY OF CITY NATIONAL CORPORATION AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER
GOVERNMENTAL AGENCY.  THE SECURITIES ARE
NOT GUARANTEED UNDER THE FEDERAL DEPOSIT INSURANCE CORPORATION’S TEMPORARY
LIQUIDITY GUARANTEE PROGRAM.


 


CITY NATIONAL
CORPORATION


 


5.250% Senior Note Due 2020


 


	
  No. 001

  	
   

  	
  CUSIP No.

  
	
   

  	
   

  	
  178566AC9

  



 


CITY NATIONAL CORPORATION, a Delaware corporation
(herein called the “Company”, which term includes any successor corporation
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to


 


CEDE & CO.


 


or
registered assigns, the principal sum of THREE HUNDRED MILLION DOLLARS
($300,000,000) on September 15, 2020 (the “Maturity Date”), and to pay
interest on said principal sum semiannually in arrears on March 15 and September 15
in each year (individually referred to as an “Interest Payment Date” and
collectively as the “Interest Payment Dates”), commencing March 15, 2011,
at the rate of 5.250% per annum, computed on the basis of a 360-day year consisting
of twelve 30-day months, from September 13, 2010, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
until the principal hereof is paid or made available for payment.  The interest so 


 

















 


payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the 15th calendar day (whether or not a Business Day)
next preceding such Interest Payment Date, provided that interest
payable on the Maturity Date shall be payable to the Person to whom the
principal hereof is payable.  In the
event any Interest Payment Date or the Maturity Date is not a Business Day,
principal and interest will be paid on the next succeeding Business Day with
the same force and effect as if made on such date and no interest on such
payment will accrue from and after such date. 
Any such interest not so punctually paid or duly provided for shall
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice of
which shall be given to the Holder of this Security not less than 10 days prior
to such Special Record Date, or be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the
Securities may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in such Indenture.  Payment of the principal of and interest on
this Security due on the Maturity Date will be made in immediately available
funds upon presentation of this Security, provided that it is presented
to the Paying Agent in time for the Paying Agent to make such payment in such
funds in accordance with its normal procedures. 
For the purposes of this Security, “Business Day” means any day, other
than a Saturday or Sunday, on which banking institutions in the City of Los
Angeles, California, the City of New York, New York and any Place of Payment
for the Securities are open for business. 
Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for
that purpose in The City of New York, New York, which shall initially be the
office or agency of the Trustee, and if this Security is no longer held in
global form, in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts; provided,
however, that, at the option of the Company, payment of interest (other
than interest payable on the Maturity Date) may be paid by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register at the close of business on the Regular Record Date.


 


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


 


Unless
the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof by manual signature, this Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.


 


2

















 


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


 


	
   

  	
  CITY
  NATIONAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael
  B. Cahill

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President,

  
	
   

  	
   

  	
   

  	
  General
  Counsel and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ATTEST:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jean
  A. Cooper

  
	
   

  	
   

  	
  Title:

  	
  Assistant
  Corporate Secretary

  



 


CERTIFICATE
OF AUTHENTICATION


 


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


 


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

  
	
  as Trustee

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date:
  September 13, 2010

  	
   

  



 


3

















 


[REVERSE OF SECURITY]


 


This
Security is one of a duly authorized issue of notes of the series designated
above of the Company (herein called the “Securities”), issued and to be issued
in one or more series under an indenture dated as of September 13, 2010
for senior debt securities (the “Indenture”), between CITY NATIONAL CORPORATION
and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., to which the Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered.  By the terms of the Indenture, the Securities
are issuable in series that may vary as to amount, date of maturity, rate of
interest, rank and in any other respect provided in the Indenture.


 


This
Security is one of the series designated on the face hereof, initially limited
in aggregate principal amount equal to $300,000,000 as of the date of this
Security.  In addition, the Company may
from time to time without the consent of the Holders of Securities create and
issue further securities having the same terms and conditions as the Securities
in all respects (or in all respects except for the issue date and issue price)
and so that such further issue shall be consolidated and form a single series
with the outstanding securities of this issue (including the Securities) or
upon such terms as the Company may determine at the time of their issue.  References herein to the Securities include
(unless the context requires otherwise) any other securities issued as
described in this paragraph and forming a single series with the Securities.


 


Where
the Indenture or this Security provides for notice to the Holder of this
Security of any event, such notice shall be sufficiently given if in writing
and mailed, first class, postage prepaid, to the Holder of this Security at
his, her or its 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 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 to the Holder of this Security by mail, then
such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.  In any case where notice to Holder of this
Security is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to the Holder of this Security shall affect the
sufficiency of such notice with respect to other Holders of the Securities.


 


The
Securities of this series are subject to redemption upon not less than 30 days
nor more than 60 days’ prior notice, at any time, in whole or in part, at the
election of the Company, at a redemption price (“Redemption Price”)
equal to the greater of (A) 100% of the principal amount of the Securities
to be redeemed and (B) as determined by the Quotation Agent, the sum of
the present values of the remaining scheduled payments of principal and
interest on the Securities to be redeemed, not including any portion of such
payments of interest accrued as of the date on which the Securities are to be
redeemed (the “Redemption Date”), discounted to the Redemption Date on a
semiannual basis assuming a 360-day year consisting of twelve 30-day months, at
the Adjusted Treasury Rate plus 40 basis points, plus accrued interest to the
Redemption Date, but interest installments whose Stated Maturity is on or prior
to 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.


 


4

















 


A
notice of redemption may be revocable, and the Company shall provide such
notice to the Trustee at least two Business Days prior to the date such notice
is to be delivered to the Holders of the Securities.  Notice of redemption may be delivered
electronically or mailed by first-class mail to each Holder of Securities to be
redeemed at his, her or its registered address and will be deemed to have been
given on the first Business Day after electronic delivery or the second
Business Day after the date of mailing. 
The Securities may be redeemed in part but only in whole multiples of
$10,000,000.  Delivery of a notice shall
in no way preclude the ability of any Holder to sell or transfer the Securities
prior to the Redemption Date specified in such notice.  If notice of redemption has been given as
provided for by the Indenture and not revoked, 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) such Securities shall cease to
bear interest.


 


“Adjusted
Treasury Rate” means the semiannual equivalent yield to maturity of a
security whose price, expressed as a percentage of its principal amount, is
equal to the Comparable Treasury Price.


 


“Comparable
Treasury Issue” means a United States Treasury security selected by the
Quotation Agent which has a maturity comparable to the remaining maturity of
the Securities that would be used in accordance with customary financial
practice to price new issues of corporate debt securities with a maturity
comparable to the remaining maturity of the Securities.


 


The
“Comparable Treasury Price” means the result of the calculation by the
Company of the average of the Reference Dealer Quotations of the Comparable
Treasury Issue provided by each Reference Dealer, after the Company has
eliminated the highest and the lowest Reference Dealer Quotations; provided
that in the event the Company obtains fewer than four Reference Dealer
Quotations, it will calculate the average of all of the Reference Dealer
Quotations and not eliminate any Reference Dealer Quotations.


 


“Quotation
Agent” means J.P. Morgan Securities LLC or its successor.


 


“Reference
Dealers” means J.P. Morgan Securities LLC or its successor and one or more
other primary U.S. Government securities dealers in New York City; provided,
that if J.P. Morgan Securities LLC or its successor  is no longer a primary U.S. Government
securities dealer, the Company shall substitute another primary U.S. Government
securities dealer in its place as a reference dealer.


 


“Reference
Dealer Quotations” means, with respect to each Reference Dealer, the
average, as determined by the Company, of the bid and ask prices for the
Comparable Treasury Issue as of 5:00 p.m., New York City time, on the
third Business Day before the Redemption Date as provided by the Reference
Dealers to the Quotation Agent, the Company and Trustee.


 


This
Security is not mandatorily redeemable, in whole or in part, prior to the
Maturity Date.  This Security is not
subject to any sinking fund.


 


This
Security shall have the benefit of the covenants and agreements set forth in
the Indenture.


 


5

















 


If
an Event of Default with respect to the Securities shall occur and be
continuing, the principal of all the Securities may be declared due and payable
in the manner and with the effect provided in the Indenture.


 


The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Securities of each series under the Indenture
to be affected at any time by the Company with the consent of the Holders of a
majority in principal amount of the Outstanding Securities of all series to be
affected (acting as one class), and with respect to certain limited matters,
the Company and the Trustee may enter into one or more indentures supplemental
to the Indenture without the consent of any Holder.  The Indenture also contains provisions
permitting the Holders of a majority in principal amount of the Outstanding
Securities of each series, on behalf of the Holders of all Securities of such
series, to waive certain past defaults under the Indenture and their
consequences.  Any such consent or waiver
by the Holder of this Security shall be conclusive and binding upon such Holder
and upon all future Holders of this Security and of any Security issued upon
the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.


 


As
provided in and subject to the provisions of the Indenture, the Holder of this
Security shall not have the right to institute any proceeding, judicial or
otherwise, with respect to the Indenture, or for the appointment of a receiver
or trustee, or for any other remedy thereunder, unless such Holder has
previously given written notice to the Trustee of a continuing Event of Default
with respect to the Securities of this series, the Holders of not less than a
majority in principal amount of the Outstanding Securities of this series shall
have made written request to the Trustee to institute proceedings in respect of
such Event of Default in its own name as Trustee hereunder, such Holder or
Holders have offered to the Trustee indemnity reasonably satisfactory to it
against the costs, expenses and liabilities to be incurred in compliance with
such request, the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity has failed to institute such proceeding, and no
direction inconsistent with such written request has been given to the Trustee
during such 60-day period by the Holders of a majority in principal amount of
the Outstanding Securities of this series. 
The foregoing shall not apply to any suit instituted by the Holder of this
Security for the enforcement of any payment of principal of, premium, if any,
and interest on this Security on or after the respective due dates expressed
herein.


 


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 premium, if any, and interest on this
Security at the times, places and rate, and in the coin or currency herein and
in the Indenture prescribed.


 


As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Security is registrable in the Security Register of the
Company, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any Place of Payment, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by the 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 will be
issued to the designated transferee or transferees.


 


6

















 


The
Securities are issuable only in fully registered form without coupons, in
denominations of $2,000 and integral multiples of $1,000 in excess
thereof.  As provided in the Indenture
and subject to certain limitations therein set forth, the Securities are
exchangeable for a like aggregate principal amount of Securities of a different
authorized denomination, as requested by the Holder surrendering the same.


 


The
Securities are issuable in the form of one or more Global Securities and shall
be exchangeable for definitive Securities only in the circumstances specified
in Section 3.05 of the Indenture (other than the tenth paragraph
thereof).  The Depositary for the
Securities shall be The Depository Trust Company.


 


No
service charge shall be made for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.


 


Prior
to due presentment of this Security for registration of transfer, the Company,
the Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.


 


This
Security shall be construed in accordance with and governed by the laws of the
State of New York.


 


All
terms not defined herein shall have the respective meanings ascribed to them in
the Indenture referred to herein.


 


Unless
the certificate of authentication hereon has been manually executed by or on
behalf of the Trustee under such Indenture, this Security shall not be entitled
to any benefits under such Indenture or be valid or obligatory for any purpose.


 


7

















 


[FORM OF
ASSIGNMENT]


 


For
value received                                                                            hereby
sell(s), assign(s) and transfer(s) unto                                                                                                                   (please
insert address and social security or other identifying number of assignee) the
within Security, and hereby irrevocably constitutes and appoints                                                          attorney
to transfer the said Security on the books of the Company, with full power of
substitution in the premises.


 


	
   

  	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature(s)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature(s) must
  be guaranteed by an eligible Guarantor Institution (banks, stock brokers,
  savings and loan associations and credit unions) with membership in an
  approved signature guarantee medallion program pursuant to Securities and
  Exchange Commission Rule 17Ad-15.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature
  Guarantee

  	
   

  
					



 


8

















 


SCHEDULE OF INCREASES OR DECREASES


 


The
initial principal amount of this Global Security is U.S. $300,000,000.  The following increases or decreases in this
Global Security have been made:


 


	
  Date
  of Exchange

  	
   

  	
  Amount of increase in 

  Principal Amount of this 

  Global Security

  	
   

  	
  Amount of decrease in 

  Principal Amount of this 

  Global Security

  	
   

  	
  Principal Amount of this 

  Global Note following 

  such increase or decrease

  	
   

  	
  Signature of authorized 

  signatory of Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


9