This excerpt taken from the CYN 8-K filed Dec 8, 2009.
FORM OF COMMON SECURITY CERTIFICATE
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SET FORTH IN THE DECLARATION REFERRED TO BELOW.
Certificate Evidencing Common Securities
CITY NATIONAL CAPITAL TRUST I
CITY NATIONAL CAPITAL TRUST I, a statutory trust formed under the laws of the State of Delaware (the Trust), hereby certifies that City National Corporation, a Delaware corporation (the Holder), is the registered owner of ( ) common securities of the Trust representing undivided beneficial interests in the assets of the Trust designated the Common Securities (the Common Securities). The Common Securities are transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer and satisfaction of the other conditions set forth in the Declaration of Trust (as defined below), including, without limitation, Section 9.1 thereof. The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities represented hereby are issued and shall in all respects be subject to the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of December 8, 2009, as the same may be amended from time to time (the Declaration of Trust), including the designation of the terms of the Common Securities as set forth in Annex I thereto. Capitalized terms used herein but not defined shall have the meaning given them in the Declaration of Trust. The Sponsor will provide a copy of the Declaration of Trust and the Indenture to a Holder without charge upon written request to the Sponsor at its principal place of business.
Upon receipt of this certificate, the Holder is bound by the Declaration of Trust and is entitled to the benefits thereunder.
The Holder of this certificate, by accepting this certificate, is deemed to have agreed to the terms of the Indenture and the Junior Subordinated Debt Securities, including that the Junior Subordinated Debt Securities are subordinate and junior in right of payment to all Senior Indebtedness (as defined in the Indenture) as and to the extent provided in the Indenture.
By acceptance, the Holder agrees to treat, for United States federal income tax purposes, the Junior Subordinated Debt Securities as indebtedness and the Common Securities as evidence of indirect beneficial ownership in the Junior Subordinated Debt Securities.
This Certificate shall be governed by the laws of the State of Delaware.
IN WITNESS WHEREOF, the Trust has executed this certificate this day of December, 2009.
CERTIFICATE OF AUTHENTICATION
This certificate represents the Common Securities referred to in the within-mentioned Declaration of Trust.
Dated: December , 2009
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Institutional Trustee
FOR VALUE RECEIVED, the undersigned assigns and transfers this Common Security Certificate to:
(Insert assignees social security or tax identification number)
(Insert address and zip code of assignee)
and irrevocably appoints as agent to transfer this Common Security Certificate on the books of the Trust. The agent may substitute another to act for him or her.
(Sign exactly as your name appears on the other side of this Common Security Certificate)