Exhibit 3.2  FORM OF  CERTIFICATE OF DESIGNATIONS  OF  SERIES A JUNIOR PARTICIPATING CUMULATIVE PREFERRED
STOCK  OF  CITY NATIONAL CORPORATION  (Pursuant to Section 151 of the Delaware General Corporation Law)  City National Corporation, a
Delaware corporation (the Company), hereby certifies that the following
resolution was adopted by the Board of Directors of the Company as required by Section 151
of the General Corporation Law at a meeting duly called and held on February 26,
1997.  RESOLVED, that pursuant to
the authority granted to and vested in the Board of Directors of this Company
(the Board of Directors or the Board) in accordance with the provisions of
the Certificate of Incorporation, the Board of Directors hereby creates a
series of preferred stock of the Company and hereby states the designation and
number of shares, and fixes the relative rights, preferences and limitations
thereof as follows:  SERIES A JUNIOR PARTICIPATING CUMULATIVE PREFERRED
STOCK:  Section 1. DESIGNATION
AND AMOUNT. The shares of such series shall be designated as Series A Junior
Participating Cumulative Preferred Stock (the Series A Preferred Stock) and
the number of shares constituting the Series A Preferred Stock shall be
750,000. Such number of shares may be increased or decreased by resolution of
the Board of Directors; PROVIDED, HOWEVER, that no decrease shall reduce the
number of shares of Series A Preferred Stock to a number less than the number
of shares then outstanding plus the number of shares reserved for issuance upon
the exercise of outstanding options, rights or warrants or upon the conversion
of any outstanding securities issued by the Company convertible into Series A
Preferred Stock.  Section 2. DIVIDENDS
AND DISTRIBUTIONS.  (a) Subject to the rights of
the holders of any shares of any series of Preferred Stock (or any similar
stock) ranking prior and superior to the Series A Preferred Stock with respect
to dividends, the holders of shares of Series A Preferred Stock , in preference
to the holders of shares of Common Stock, par value $1.00 per share (the Common
Stock), of the Company, and of any other junior stock, shall be entitled to
receive, when, as and if declared by the Board of Directors out of funds
legally available for the purpose, quarterly dividends payable in cash on the
first day of March, June, September and December in each year (each
such date being referred to herein as a Quarterly Dividend Payment Date),
commencing on the first Quarterly Dividend Payment Date after the first issuance
of a share or fraction of a share of Series A Preferred Stock, in an amount per
share (rounded to the nearest cent) equal to the greater of (i) $.25 per share
($1.00 per annum) or (ii) subject to the provision for adjustment hereinafter
set forth, 100 times the aggregate per share amount of all cash dividends, and
100 times the aggregate per share amount (payable in kind) of all non-cash
dividends or other distributions, other than a dividend payable in shares of
Common Stock or a subdivision of the outstanding shares of Common Stock (by
reclassification or otherwise), declared on the Common Stock since the
immediately preceding Quarterly Dividend Payment Date or, with respect to the
first Quarterly Dividend Payment Date, since the first issuance of any share or
fraction of a share of Series A Preferred Stock. In the event the Company shall
at any time declare or pay any dividend on the Common Stock payable in shares
of Common Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser
number of shares of Common Stock, then in each such event the amount to which
the holder of  1


each share of Series A
Preferred Stock was entitled immediately prior to such event under clause (ii)
of the preceding sentence shall be adjusted by multiplying such amount by a
fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event, and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to
such event.  (b) The Company shall
declare a dividend or distribution on the Series A Preferred Stock as provided
in paragraph (a) of this Section 2 immediately after it declares a
dividend or distribution on the Common Stock (other than a dividend payable in
shares of Common Stock); PROVIDED, HOWEVER, that, in the event no dividend or
distribution shall have been declared on the Common Stock during the period
between any Quarterly Dividend Payment Date and the next subsequent Quarterly
Dividend Payment Date, a dividend of $.25 per share ($1.00 per annum) on the
Series A Preferred Stock shall nevertheless be payable on such subsequent
Quarterly Dividend Payment Date.  (c) Dividends shall begin to
accrue and be cumulative on outstanding shares of Series A Preferred Stock from
the Quarterly Dividend Payment Date next preceding the date of issue of such
shares, unless the date of issue of such shares is prior to the record date for
the first Quarterly Dividend Payment Date, in which event dividends on such
shares shall begin to accrue from the date of issue of such shares, or unless the
date of issue is a Quarterly Dividend Payment Date or is a date after the
record date for the determination of holders of shares of Series A Preferred
Stock entitled to receive a quarterly dividend and before such Quarterly
Dividend Payment Date, in either of which events such dividends shall begin to
accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but
unpaid dividends shall cumulate but shall not bear interest. Dividends paid on
the shares of Series A Preferred Stock in an amount less than the total amount
of such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a record date for the determination
of holders of shares of Series A Preferred Stock entitled to receive payment of
a dividend or distribution declared thereon, which record date shall be not
more than 60 days prior to the date fixed for the payment thereof.  Section 3. VOTING
RIGHTS. The holders of shares of Series A Preferred Stock shall have the
following voting rights:  (a) Subject to the provision
for adjustment hereinafter set forth, each share of Series A Preferred Stock
shall entitle the holder thereof to one (1) vote on all matters submitted to a
vote of the stockholders of the Company.  (b) Except as otherwise
provided herein, in the Certificate of Incorporation, in any other Certificate
of Designations creating a series of preferred stock or any similar stock or by
law, the holders of shares of Series A Preferred Stock and the holders of
shares of Common Stock and any other capital stock of the Company having
general voting rights shall vote together as one class on all matters submitted
to a vote of stockholders of the Company.  (c) Except as set forth
herein, or as otherwise provided by law, holders of Series A Preferred Stock
shall have no special voting rights and their consent shall not be required
(except  2


to the extent they are
entitled to vote with holders of Common Stock as set forth herein) for taking
any corporate action.  Section 4. CERTAIN
RESTRICTIONS.  (a) Whenever quarterly
dividends or other dividends or distributions payable on the Series A Preferred
Stock as provided in Section 2 are in arrears, thereafter and until all
accrued and unpaid dividends and distributions, whether or not declared, on
shares of Series A Preferred Stock outstanding shall have been paid in full,
the Company shall not, directly or indirectly:  (i) declare or pay dividends
on, or make any other distributions with respect to any shares of stock ranking
junior (either as to dividends or upon liquidation, dissolution or winding up)
to the Series A Preferred Stock;  (ii) declare or pay dividends
on, or make any other distributions with respect to any shares of stock ranking
on a parity (either as to dividends or upon liquidation, dissolution or winding
up) with the Series A Preferred Stock, except dividends paid ratably on the
Series A Preferred Stock and all such parity stock on which dividends are
payable or in arrears in proportion to the total amounts to which the holders
of all such shares are then entitled;  (iii) redeem or purchase or
otherwise acquire for consideration shares of any stock ranking junior (either
as to dividends or upon liquidation, dissolution or winding up) to the Series A
Preferred Stock, provided that the Company may at any time redeem, purchase or
otherwise acquire shares of any such junior stock in exchange for shares of any
stock of the Company ranking junior (either as to dividends or upon
dissolution, liquidation or winding up) to the Series A Preferred Stock; or  (iv) redeem or purchase or
otherwise acquire for consideration any shares of Series A Preferred Stock, or
any shares of stock ranking on a parity with the Series A Preferred Stock,
except in accordance with a purchase offer made in writing or by publication
(as determined by the Board of Directors) to all holders of such shares upon
such terms as the Board of Directors, after consideration of the respective
annual dividend rates and other relative rights and preferences of the
respective series and classes, shall determine in good faith will result in
fair and equitable treatment among the respective series or classes.  (b) The Company shall not
permit any subsidiary of the Company to purchase or otherwise acquire for
consideration, directly or indirectly, any shares of stock of the Company
unless the Company could, under paragraph (a) of this Section 4, purchase
or otherwise acquire such shares at such time and in such manner.  Section 5. REACQUIRED
SHARES. Any shares of Series A Preferred Stock purchased or otherwise acquired
by the Company in any manner whatsoever shall be retired and canceled promptly
after the acquisition thereof. All such shares shall upon their cancellation
become authorized but unissued shares of preferred stock and may be reissued as
part of a new series of preferred stock subject to the conditions and
restrictions on issuance set forth herein, in the Certificate of Incorporation,
in any other Certificate of Designations creating a series of Preferred Stock
or any similar stock or as otherwise required by law.  3


Section 6. LIQUIDATION,
DISSOLUTION OR WINDING UP. Upon any liquidation, dissolution or winding up of
the Company, no distribution shall be made to: (i) the holders of shares of
stock ranking junior (either as to dividends or upon liquidation, dissolution
or winding up) to the Series A Preferred Stock unless, prior thereto, the
holders of shares of Series A Preferred Stock shall have received the greater
of (A) $1.00 per share ($.01 per one one-hundredth of a share), plus an amount
equal to accrued and unpaid dividends and distributions thereon, whether or not
declared, to the date of such payment, or (B) an aggregate amount per share,
subject to the provision for adjustment hereinafter set forth, equal to 100
times the aggregate amount to be distributed per share to holders of shares of
Common Stock; or (ii) the holders of shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with
the Series A Preferred Stock, except distributions made ratably on the Series A
Preferred Stock and all such parity stock in proportion to the total amounts to
which the holders of all such shares are entitled upon such liquidation,
dissolution or winding up.  In the event the Company
shall at any time declare or pay any dividend on the Common Stock payable in
shares of Common Stock, or effect a subdivision or combination or consolidation
of the outstanding shares of Common Stock (by reclassification or otherwise
than by payment of a dividend in shares of Common Stock) into a greater or
lesser number of shares of Common Stock, then in each such event the aggregate
amount to which each holder of a share of Series A Preferred Stock was entitled
immediately prior to such event under the proviso in clause (i) of the
preceding sentence shall be adjusted by multiplying such amount by a fraction,
the numerator of which is the number of shares of Common Stock outstanding
immediately after such event, and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.  Section 7.
CONSOLIDATION, MERGER OR OTHER. In the event the Company shall enter into any
consolidation, merger, combination or other transaction in which the shares of
Common Stock are exchanged for or changed into other stock or securities, cash and/or
any other property, or otherwise changed, then in any such event each share of
Series A Preferred Stock shall at the same time be similarly exchanged or
changed into an amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
In the event the Company shall at any time declare or pay any dividend on the
Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such event the amount set forth in the preceding sentence with respect to the
exchange or change of shares of Series A Preferred Stock shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event, and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.  Section 8. NO
REDEMPTION. The shares of Series A Preferred Stock shall not be redeemable.  4


Section 9. RANK. The
Series A Preferred Stock shall rank, with respect to the payment of dividends
and the distribution of assets, junior to all series of any other class of the
Companys preferred stock whether issued before or after the issuance of the
Series A Preferred Stock.  Section 10. AMENDMENT.
The Certificate of Incorporation of the Company shall not be amended in any
manner that would materially alter or change the powers, preferences or special
rights of the Series A Preferred Stock without the affirmative vote of the
holders of at least two-thirds of the outstanding shares of Series A Preferred
Stock, voting together as a single class.  IN WITNESS WHEREOF, this
Certificate of Designations is executed on behalf of the Company by a Vice
President of the Company this 11th day of March, 1997.   By:
  /s/ Richard H. Sheehan, Jr.Name:
  Richard
  H. Sheehan, Jr.Title:
  SVP and
  General Counsel  5