Online Banking Service Agreement and Disclosure
Effective November 14, 2009

I. Description of Agreement

A. What it Covers
This Online Banking Service Agreement and Disclosure ("Agreement") governs your ability to view information regarding your accounts with us and to conduct certain transactions on these accounts, including funds transfers and bill payments, using either the City National Bank Online Banking Service or the Direct Connect with Quicken ® Service (each a "Service" and together the "Services"). In this Agreement, the words "we," "us," "our" and "CNB" mean City National Bank and its agents (including any third party service provider), successors or assigns and the words "you" or "your" mean each person who or business which has an interest in an account accessible using a Service and any person authorized for access. The words “Business Day” means any day other than a Saturday, Sunday or holiday when we are closed. Accounts eligible for a Service are defined in Section IV. A. 1. below.

B. Accepting the Agreement and Amendments
When you enroll in and use a Service described in this Agreement, or authorize others to use a Service to conduct transactions on your accounts, you agree to the terms and conditions of this Agreement and its associated Online Banking Fee Schedule. You acknowledge receipt of this Agreement and the Online Banking Fee Schedule. You agree to the terms and conditions of any amendment to this Agreement if you continue to use a Service after receipt of the amendment.

C. Relation to Other Agreements
This Agreement is in addition to the terms and conditions described in the Account Agreement and Disclosures, the Online Banking Fee Schedule, the Fee Schedule: Personal Products & Services and the Fee Schedule: Business Products & Services; etc., the IRA agreement and any deposit, loan, credit or other agreements you have with us, as well as all applicable laws and regulations. When you access an account through the Services, the agreements you already have with us for that account do not change. For example, when you use the CNB Online Banking Service to access a savings account, you do so under the terms and conditions we gave you in the Account Agreement and Disclosures for the savings account. You should review these agreements and their applicable fee schedules for any applicable fees. You should also review these agreements for limitations on the number of transactions you can conduct on an account and for other restrictions that may impact your use of an account. Capitalized terms not defined in this Agreement are defined in the Account Agreement and Disclosures.

II. Overview of Services

A. CNB Online Banking - Account Access through cnb.com
Access to your accounts through the CNB Online Banking Service is provided to you by us through the CNB Internet web site, cnb.com, or related CNB web sites. With this Service you may obtain access to eligible deposit, loan, and credit card accounts to review balances and transaction histories, transfer funds between eligible CNB accounts, make bill payments and credit card payments, request stop payments on written checks, reorder checks, set up event-driven alerts, as well as communicate with us electronically via secure messages.

You may also use a Service to access our Bill Pay Service as described below.

B. Direct Connect with Quicken - through your Quicken software
The Service allows you to connect to CNB from within your Quicken software in order to download your account activity and send payment or funds transfer instructions. The CNB Online Banking Service is not required for use of the Service. You may also use the Service to access the Bill Pay Service described in this Agreement.

III. General Terms and Conditions

A. Your Responsibility In Case of an Unauthorized Transaction.
Notify us AT ONCE if you believe any of your accounts have been accessed, your password has been obtained, or electronic transactions have been processed without your permission. Telephoning is the best way to keep possible losses down. You could lose all the money in your account plus available credit on your overdraft line (if you have one). However, for your Personal Accounts, if you tell us within two business days, you can lose no more than $50.00 if someone used your password without your permission. If you do not tell us of unauthorized transactions on your Personal Accounts within two business days after you learn of the loss or theft of your password and if we can prove that we could have stopped someone from using your password without your permission if you had told us in time, you could lose as much as $500.00. [Please note that these guidelines for maximum loss of up to $50 or $500 will not apply to your Business Accounts, which do not have loss limits (See Sec. VI. B)]. If a good reason (such as a long trip or hospital stay) keeps you from notifying us, we will extend the time period to a reasonable time. If you do not report unauthorized transactions that appear on any of your periodic statements within 60 days after such statements are mailed or electronically transmitted to you, you risk unlimited losses on transactions made after the 60-day period if we can prove that we could have prevented the unauthorized use had we been notified within this 60-day period. You are responsible for verifying that all transactions done on your account were completed with your authorization. We recommend that you promptly reconcile your account(s) with your monthly statement(s) provided to you by us.

B. Our Responsibilities
We are responsible for completing funds transfers and bill payments from your eligible account(s) according to your properly entered and transmitted instructions. However, we are not responsible for confirming such information, monitoring or refusing to process duplicate payment instructions. You are responsible for any damages such as late fees that you may incur as a result of a payment. We will not be liable:

• If, through no fault of our own, you do not have sufficient available funds in your account to make the transfer, credit card payment or bill payment
• If your account has been closed or inactivated
• If a legal order prohibits us from making any withdrawals from your account
• If the transfer, credit card payment or bill payment causes your account balance to exceed any credit arrangement you have with us
• If you, or anyone you allow to use the Services, commit fraud or violate any law or regulation
• If you do not use the Services properly
• If any part of the electronic funds transfer system is not working properly
• If circumstances beyond our control (natural disaster or improper postings by a third party) prevent or delay the funds transfer or bill payment, despite precautions taken by us
• If circumstances beyond our control prevent your access to the Services
• If you have not provided us with correct instructions, including without limitation the name, address, account number, and payment amount for the bill payment

There may be other exceptions to our liability as stated in the Account Agreement and Disclosures or other agreements.

C. Fees and Charges
All fees and charges related to any account you access with a Service as stated in the applicable Fee Schedule for the account will remain in effect when using the Service. The monthly fees and charges for the use of the Service are found in the applicable Fee Schedule.

D. Authorization to Charge Account
We may charge any item generated using a Service to any account to which it is directed notwithstanding any signature restrictions or multiple signature requirements under the account agreement. If you need to maintain the signature restrictions or multiple signature requirements you cannot use the Services for that account. Your decision to use the Services waives these restrictions or requirements for that account.

E. No Signature Required
When a Service generates items to be charged to your primary CNB Online Banking Service Account or any other account of yours, you agree that we may debit the account on which the item is drawn without requiring your signature on the item, and without prior notice to you.

F. Equipment and Software
To use the Services, you must have your own Internet Service Provider ("ISP"), the necessary computer equipment, and a compatible browser featuring 128-bit encryption. We do not endorse or provide an ISP. If you do not currently have an ISP, you are required to obtain one and monthly charges from your ISP may apply. We are also not responsible for the actions or inactions of your ISP. Software and ISP requirements may change from time to time and may affect your ability to access the Services. We are not responsible for any error, failure or malfunction of your computer or software, or for any computer virus or related problem that may occur with your use of the Services. When downloading programs from the Internet, launching e-mails or sharing diskettes, your computer can be infected with a virus. We are not responsible for viruses, worms, trojan horses, malware, spyware, or other similar harmful components that may enter your computer by downloading, importing or otherwise obtaining information, software or other materials off the Internet. If you obtain material from our site, our liability shall be limited to replacing, or the reasonable cost of replacing, the lost information, software or material you obtain from our site.

WE MAKE NO WARRANTY, EXPRESS OR IMPLIED, IN LAW OR IN FACT, WITH RESPECT TO ANY COMPUTER PROGRAM, EQUIPMENT OR SOFTWARE MADE AVAILABLE TO YOU, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR OF MERCHANTABILITY.

IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGE ARISING OUT OF THE USE, MISUSE OR INABILITY TO USE THE SERVICES OF FOR ANY LOSS OF DATA, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

G. Security Guidelines
In order to maintain secure communications and reduce fraud, you agree to protect the security of your username, personal identification numbers, passwords, codes, marks, signs, public keys or other means of identification. You also agree to install and regularly update virus protection software. We reserve the right to block access to the Services to maintain or restore security to our site and systems if we reasonably believe your means of identification has been or may be obtained or is being used or may be used by any unauthorized person. Your failure to protect the security of these means of identification or failure to install and regularly update virus protection software shall relieve us from responsibility for any loss to you attributable to the failure, except as may otherwise be required by law.

H. Account Maintenance
You agree to properly maintain all accounts you have with us, to comply with the rules governing these accounts, and to pay any fees associated with the use or maintenance of these accounts.

I. Payment and Transfer Limitations
We reserve the right to limit the frequency and dollar amount of transfers and payments using the Services for security and regulatory reasons. Bill payments may not exceed $9,999.99 per day for one payment or combination of payments. Please be aware that federal regulation limits the frequency of certain types of transfers and withdrawals from Savings and Money Market Investment Accounts and these transfers and withdrawals include online payments and transfers originated through the Services. See your Account Agreement and Disclosures and your Fee Schedule: Personal Products & Services and Fee Schedule: Business Products & Services; etc., for further details.

J. Dispute Resolution
Any disagreements between you and us that relate to the Services, this Agreement and any of your accounts are subject to the “Dispute Resolution – For Accounts and Services” provisions in your Account Agreement and Disclosures.

K. Notification of Changes to Agreement
We may amend or change the terms and conditions stated in this Agreement (including changes in the fees and charges hereunder) by giving notice to you at least the minimum notice required by law or regulation before the effective date of the amendment or change. Amendments may include adding new terms or conditions and deleting existing terms and conditions.

Prior notice need not be given where an immediate change in terms or conditions is necessary to maintain or restore the security of a Service or the safety of our relationship with you or is otherwise required immediately by law or applicable regulation. We shall thereafter promptly advise you of any such change in writing.

L. Cancellation or Termination
You may terminate a Service at any time by giving notice of the termination to us in writing. We may terminate a Service in whole or in part upon notice to you at any time, without, cause or liability to you and without affecting your obligations under this Agreement. We may terminate a Service in whole or in part without notice or liability to you and without affecting your obligations under this Agreement, when, in our reasonable judgment we believe the Service is being misused or may be misused or the activity conducted is suspicious or the security or safety of a Service is in doubt. We may also terminate a Service on notice to you at any time for non-usage or inactivity. You may request reinstatement of a Service by contacting our Client Service number associated with the Service.

M. Data Storage
By enrolling for a Service you agree that we may record and store the information and electronic messages (e.g., e-mail) you send to us via our web site or the Services. We may store the information for such period as we shall determine without obligation to you.

N. Confidentiality
In general, we will not disclose information about your account or the transfers you make except when disclosure is necessary to complete a transfer; when disclosure is requested in order to verify the existence and condition of your account for a third party, such as a credit bureau or merchant; or when disclosure is required to comply with government agency or court orders or is authorized or permitted by law; or when you give us your permission. If you defraud us in any way, we may disclose any information we have about you to third parties, including law enforcement authorities. See our ”Privacy Statement” under Privacy and Security at cnb.com.

IV. Service Type Specific Terms and Conditions

A. CNB Online Banking Service - Account Access

1. Eligible Accounts and Loans
By requesting access to the Services, you authorize CNB to provide you with access to all of your eligible accounts. The following accounts are eligible for access through the Services: checking, savings, money market accounts, certificates of deposit, Individual Retirement Accounts (IRAs), loans, lines of credit, and personal credit card accounts

For checking, savings, money market, loan and line of credit accounts, the following is available: balance reporting, activity detail, and account-to-account transfers.

For certificates of deposit and IRAs, balance reporting is available.

For personal credit cards, the following is available: balance reporting, activity detail, and card payment.

2. Account Requirements and Restrictions
In order to use a Service, you must enroll for Online Account Access and you must be an owner of a personal or business checking account with us. This account will be your primary CNB Online Banking Service Account (“Primary Account”). If you have more than one checking account with us, the account you use for enrollment will be your Primary Account. All related service fees will be deducted from your Primary Account. You shall properly maintain all accounts you have with us, comply with the rules governing these accounts, and pay any fees associated with the use or maintenance of these accounts. Restrictions, such as multiple signature requirements, may affect our ability to provide the Services for an account. By using a Service for an account you agree that any restriction does not apply.

Certain trust accounts such as individual and family trusts established pursuant to a formal written trust agreement, Totten Trusts and Uniform Transfers to Minors Act accounts are eligible to enroll for the Service as long as the person enrolling is the Trustee or Custodian.

An account owner may enroll an eligible account for the Services and provide access to the owner’s agent under a power of attorney. The agent may not enroll for the Services. The account owner must notify us to remove the agent’s access to a Service if the relationship of the agent to the account changes. An agent should use his or her personal contact information if enrolled for access by the account owner under a power of attorney.

3. Username and Password
During the online enrollment process, you will create your own username and password. Online enrollment is the primary process for enrollment, but if for some reason you enroll through a process that is not online, we may provide you with a username and password by mail or e-mail.

You are responsible for the security and use of your username and password. You (and each agent authorize for access) agree to keep your username and password secure and confidential. If you choose to disclose your username and password to another individual, you are authorizing that person to do anything that you can do with the Service at any time. We will not be liable for any use of the Service by an individual who is provided access to the Service by you whether the use is within the scope of your intended authorization or not. Only you may receive support for username and password changes or logon issues.

After the initial logon, you may change your own username, you may only change your username once. Future changes will require that you contact a Client Service Specialist for assistance. Use the following guidelines to create your username:

• Should be 8 characters or more
• Use at least two letters and two numbers
• Periods, commas and dashes ok, but spaces and other symbols not allowed
• Case sensitive, so capitalization matters

4. Account Balance and Transaction Information
You can use the Services to view deposit account, credit card and loan balances, to transfer funds and to receive an account history (on eligible accounts). Your deposit account balances are generally current while loan balances and credit cards balances are as of the close of the previous business day. The length of time it takes for transactions to appear depends on our agent vendor’s processing schedule. Please be aware that pending transactions may impact your account and loan balances, payoff amounts and availability. Therefore, the online information provided may not include all recent account transactions and may include funds that are not available for immediate withdrawal. Balances and account activity are updated by 9:00 a.m. , Pacific Time, every business day. Even though a Service provides an online register, it is not and is not intended to be a permanent record of transactions. BE CAREFUL to keep all the periodic account statements we mail to you or provide to you within the Service for your permanent record. Account balances may also be verified by telephone by calling 1-800-773-7100; press Option 1.

5. Online Statements

Online statements are an online version of your printed statement provided in a PDF format through a Service.

Eligible Account Types

Online Statements are available for any Checking, Savings, and Money Market accounts that you are accessing through the Services.

Required Software

The file format for the online statement version is PDF, which can only be viewed using the Adobe^® Reader^® software. We will support the current version release of Adobe Reader and one version prior. It is your responsibility to maintain the current version of the Adobe Reader software in order to obtain your online statement.

Activating the Online Statement Service
To begin to receive your online statement you must activate this feature during enrollment or after enrollment by logging into the CNB Online Banking Service and selecting Statements from the left navigation menu. Once you elect the online statement delivery method for one or more accounts you agree to the related terms and conditions for this feature as stated in this Agreement. Upon activation your statement history is available for up to 18 months.

E-mail Notification
Each time a new statement is available for each account, you will be sent an e-mail notification to your current e-mail address in the Services. It is your responsibility to keep your current e-mail address updated within the Services. You will not have the option to turn off e-mail notification while using the online statement service.

Discontinuing Paper Statements
Activation of online statement delivery will discontinue paper statements on the specific accounts you elect. You understand that you will no longer receive your statements, checks or check images by mail for the account or for any future accounts you may add to the online statement service.

Please note that if you select the online statement delivery method for one or all accounts, you will receive paper statements for one more statement cycle before we discontinue your paper statements. If you decide later to switch back to a paper delivery method, you will start receiving your paper statements on the next statement cycle.

Discontinuing Online Statements
To discontinue receipt of online statements for one account or all accounts, you must go to the Customer Service area of the CNB Online Banking Service, select Change Statement Delivery Method and select the paper delivery method from the drop down. If you choose to discontinue the Online only Statement Service for one account or all accounts, you will begin receiving paper statements on the next statement cycle. If you choose not to wait to begin receiving paper statements, you may contact a Client Service Specialist at 1-800-773-7100 to request a copy of your current statements. Applicable fees may apply.

6. Credit Card Payments
You can make payments to your Personal Credit Card accounts from eligible checking and savings accounts. A same-day or future-dated payment made to your credit card will be debited from your checking or savings account on the payment's scheduled date and will be credited to the credit card account for the same date. This activity will be immediately reflected on your checking account activity, but will not appear in your credit card account activity for two to three business days. Scheduled payments cutoff times are Monday - Friday 6:00 p.m. , Pacific Time, on the date they are scheduled to occur. You must have sufficient available funds in your selected deposit account for the payment to be successfully posted.

7. Canceling Credit Card Payments
You can cancel any scheduled credit card payments online until 6:00 p.m. Pacific Time, on the credit card scheduled payment date. If you do not place a cancellation request before 6:00 p.m. Pacific Time, your credit card payment will be processed as originally requested.

8. Transfers
You can transfer funds between eligible accounts. Transfers from a loan account to a deposit account are allowed on eligible check accessible lines of credit. Online transfers may be made 24 hours a day, seven days a week and are reflected in your account balance information shortly after your requests are received. All transfers are subject to available funds and will be deducted from your account immediately after we receive your request. A confirmation page will be displayed once your request is submitted. Your transfers must be made before 10:00 p.m., Pacific Time, in order to be displayed as cleared in your account history on the next business day by 9:00 a .m., Pacific Time. For transfers between deposit accounts, you also have the option of making account transfers by telephone by calling 1-800-773-7100; press Option 1. Please note, however, that you cannot use this telephone service for loan account transfers.

9. Canceling Scheduled Transfers
You can cancel any scheduled transfer between eligible accounts online until 10:00 p.m., Pacific Time the day before the processing date. If you do not place your cancellation request before 10:00 p.m., your transfer will be processed as originally requested.

10. Stop Payment Requests
You can request a standard six month stop payment of a paper check through the Service. Please refer to your Account Agreement and Disclosures for specific terms regarding stop payments. Standard fees will apply, so please refer to your current Fee Schedule: Personal Products and Services .

Generally requests made prior to 10:00 p .m. , Pacific Time, on Business Days are processed immediately and those entered on or after 10:00 p.m. Pacific Time or on weekends or holidays are processed the next Business Day. If you need to request a change, extension, or cancellation of the request, you must contact a Client Service Specialist at 1-800-773-7100 .

11. Check Image Access
Images of the checks you write which are charged against your accounts (including “substitute checks”) generally can be viewed through Online Banking once the checks have been paid. Up to six months of check image history is available. If a check your write is “electronified” by a merchant or other payee, or a debit is charged against your account electronically, the check or document originating the debit is not viewable through the Service.

12. Alerts
You can set up event-driven alerts to notify you when a balance change has occurred, a check has cleared and more. Alerts can also be sent outside the application but are then unsecured and should not contain any personal or private information you want protected. The alert feature is provided for your convenience and you must login to access the Service for detailed information. We attempt to provide these alerts in a timely manner, but we will not be liable to you if we fail to do so for any reason or for any errors contained in an alert.

13. Downloading Activity
You can download account activity to your Quicken ® or Microsoft Money ® software or in a CSV format which is Excel compatible. The downloaded activity will generally reflect balance and all transaction history up to the close of the prior Business Day.

To utilize the download function for Quicken or Money, the following software versions are supported:

• Quicken for Windows and Mac - current version or two years prior
• Microsoft Money for Windows - current version or two years prior

Quicken or Money are not required to use the Service. We do not endorse or provide upgrades for the software versions mentioned above.

14. Secure Messaging
You can send and receive secure communications to us by using the Contact Us option within the Customer Service area. Messages sent using this option are secure. If you send an e-mail outside the Message Center, it will not be secure. Do not send personally identifiable private information via unsecured e-mail.

B. Direct Connect with Quicken

1. Eligible Accounts
All of your Personal and Business checking, savings, and money market accounts are eligible for the Service. In order to access an account, you must be the account holder on our records for the account.

2. Account Requirements and Restrictions
In order to use the Direct Connect with Quicken Service, you must have a Personal or Business Checking account with us. If you have more than one checking account with us, you must designate one of them as your primary account for the Direct Connect with Quicken Service and if you do not do so, we may select a primary account for you. Service fees will be deducted from your primary account.

Accounts with signature restrictions may not be eligible for the Service (please see Sec. III, D).

3. Software Requirements
To utilize the Direct Connect with Quicken Service, you must have installed a supported version, current year or two years prior, of Quicken for Windows. We do not provide the software, nor endorse or provide upgrades to this software.

4. Customer ID and Personal Identification Number (PIN)
The account holder who signs the Direct Connect with Quicken enrollment form is responsible for the security and use of the Customer ID and PIN. Only one Customer ID and PIN will be used to access the Service. If there is more than one account holder, each client who wants access must apply separately and have his or her own access. After we process your enrollment, we will separately send you a Customer ID and PIN. When you receive your PIN, you may connect to the Service. Once you begin the process, you will be prompted to change your PIN to something only you should know.

5. Account Balance and Transaction Information
You can use the Direct Connect with Quicken Service to access account balances and transaction activity information. Your account balances will reflect our current record. The length of time it takes for transactions to appear depends on vendor processing schedules. Please be aware that pending transactions may impact your account balances, but not show in your account activity. The online information provided may not include recent balances or account transactions and may not include funds that are available for immediate withdrawal. Your account activity is updated by 9:00 a .m., Pacific Time, every business day. BE CAREFUL to keep all your periodic account statements mailed to you for your permanent record. Account balances may also be verified by telephone by calling 1-800-773-7100 ; press Option 1.

6. Transfers
You can transfer funds between any eligible accounts. One-time transfers made between 6:00 a.m. - 11:00 p .m., Pacific Time, Monday through Friday, and 6:00 a.m. - 6:00 p.m., Pacific Time, Saturdays or Sundays and holidays will be real time and reflected in your activity download. If the transfer is sent outside of these time periods, it will show in your activity by 9:00 a.m., Pacific Time on the following Business Day. All transfers are subject to available funds at the time of processing.

7. Canceling Transfers
Once a transfer instruction has been sent through the Service by you, it cannot be cancelled.

V. Bill Pay Service for CNB Online Banking and Direct Connect with Quicken

A. Account Requirements
Bill Pay Service is available through the CNB Online Banking Service or through the Direct Connect with Quicken Service. You may select either Service to provide your Bill Pay Services and each Service is subject to account eligibility requirements. The Bill Pay Service is restricted to only the personal or business checking accounts that meet the requirements for each Service. You can not use savings or money market accounts to make bill payments.

B. Eligible Payees
With the Bill Pay Service, you may pay almost any person or merchant with an address in the United States. While payments to most payees can be made using the Bill Pay Service, we reserve the right to refuse to make payments to certain payees. We recommend that you do not use Bill Pay Service to pay alimony, child support, tax and other court-directed or government payments, fines or penalties.

In addition, at no extra charge you may choose to receive e-bills. E-bills is a feature of the Bill Pay Service. E-bills are online versions of paper bills that you may receive, review, and pay through the Bill Pay Service. E-bills are available from a list of national and local companies - such as credit card companies, cable TV and department stores.

Accessing E-bills - In some cases to access an e-bill on your behalf from a payee's website, you may be prompted during setup to enter login information such as your user ID and password from the payee's site. When you provide this information, you authorize us to access the payee's website for the purpose of retrieving only the account information on your behalf.

Delivery of E-bills -We are not responsible or liable to you if a payee does not provide the data necessary to forward an e-bill in a timely manner. If you don't receive an e-bill, it is your responsibility to contact the payee directly. We are not responsible for any late charges if an e-bill is not timely paid. Any questions regarding your bill details should be directed to your Payee.

C. Payments
You can instruct us to make payments up to one year prior to the payment processing date. We must receive your payment instructions before 6:00 p.m., Pacific Time, on any Business Day or your payment will be processed on the following Business Day. The dollar limit for bill payments is $9,999.99 per day for any one payment and for the overall total of all payments on any given day. For security purposes we may change bill payment limits from time to time. The payment address MAY be modified to accommodate special processing requirements. Your primary checking account for the Service will be debited for the amount of the payment within two (2) days following the payment processing date unless you select another eligible checking account from which to make your payment. Even though many bill payments you originate are sent electronically to the payee, some bill payments are sent by paper check via the U.S. Mail.

YOU MUST SCHEDULE OR TRANSMIT PAYMENT INSTRUCTIONS AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO THE DATE THE PAYMENT IS DUE AT YOUR PAYEE. WE ARE NOT RESPONSIBLE FOR MAIL DELAYS.

You can make the following types of bill payments with the Bill Pay Service:

Scheduled Payments - You can choose any Business Day as a processing date for your payments. You must schedule your payment processing date at least five (5) Business Days before the payment is due as required by the payee. When scheduling your payment you should not include any grace period that the payee may allow.
Future Dated Payments - You can choose any future Business Day up to one year in advance as a processing date for your payments. You must schedule your payment processing date at least five (5) Business Days before the payment is due as required by the payee. When scheduling your payment you should not include any grace period that the payee may allow.
Automated Recurring Payments through CNB Online Banking Services - Recurring payments allow you to request that payments that have a fixed frequency amount or amount established using an automatic payment rule option be processed on a recurring basis. Automatic payment rule options are available for payees activated for e-bills. You can set up automatic payment rules such as to pay the full amount billed, to pay the minimum amount due and more. Once you have sent us the request for a recurring payment, your payment will be made regularly by us without your further request. If your payment processing date falls on a non-Business Day, we may process your payment on our preceding Business Day or our following Business Day, at our option.
Repeating Online Payments through Direct Connect with Quicken - Repeating payments allow you to set up regularly scheduled payments within your Direct Connect with Quicken Service. These payments are generated regularly without your further action and are made whether or not you go online. In order to send these payments, you must submit the instructions through this Service at least seven (7) days prior to the date of the first payment.

D. Cutoff Times
Bill payment requests received prior to 6:00 p.m., Pacific Time are processed on the Business Day of receipt. Any online payment request received after this time or on Saturdays, Sundays and holidays when we are closed will be processed on our next Business Day. Scheduled payments are processed after 6:00 p .m., Pacific Time, on Business Days.

E. Rejecting Payment Requests
We may reject a payment request if: 1) you request a non-recurring payment be made more than one year in advance; 2) you request a non-recurring payment be processed on a non-Business Day; 3) your request is received on or after the 6:00 p.m. , Pacific Time, cutoff hour. If your request is rejected for one of these reasons, you may be notified that your request is an "invalid date."

F. Blocking the Service
We may block your access to the Bill Pay Service if a bill payment request may or does overdraw your account. If this occurs call our Client Service Center at 1-800-773-7100; press Option 3.

G. Canceling Bill Payments
You may cancel any type of online bill payment (scheduled, future dated or recurring) online, by phone or mail. See the requirements below for canceling online bill payments:

• Online or Phone – all cancellation requests must be received by 6:00 p.m., Pacific Time, on the payment processing date.
• Mail – all cancellation requests must be received three (3) Business Days or more before the payment processing date.

If you call, we may also require you to put your request in writing.

H. Expedited Payments

1. Expedited Payment Service
As part of our online Bill Pay Services, we offer an Expedited Payment Service (the “Service”), to speed-up the time it takes to get your Bill Pay payment to its recipient. The Service is available as either an expedited electronic payment or an overnight check payment. You will be charged a Convenience Fee for the Service, as disclosed in your Fee Schedule and when you initiate the payment.

2. General Description
You may use the Service by selecting either an expedited electronic payment or an overnight check payment at the time you schedule your payment through our Bill Pay Service. Not all payment recipients are able to receive expedited electronic payments and you will not be presented with that option if your payment recipient cannot receive your payment electronically. You will only be presented with the overnight check payment option. Your transaction will be completed in accordance with the delivery date presented when you initiate the payment (“Delivery Date”). You are solely responsible to provide accurate information on the delivery address for the payment and the account number or other information needed by the payment recipient in order to credit your account.

3. On Time Guarantee
In the event that an expedited electronic payment or overnight check payment is not delivered by the Delivery Date because of our fault, we will reimburse you for the Convenience Fee and any late payment fee assessed by the payment recipient and paid by you up to $50.00. This guarantee does not apply if the Delivery Date presented when you initiate the payment is after the due date for the payment. We reserve the right to request documentation of any late payment fee for which you seek reimbursement.

4. Limitations
Availability of the Expedited Payment Service is limited based on payment recipient capabilities, time of day, payment delivery mechanisms and other factors. Overnight check payments are unavailable for delivery to P.O. Box addresses or locations in AK, HI, and any U.S. territory outside of the contiguous 48 states and District of Columbia and for any foreign country. You are responsible to verify any address for overnight check payments to ensure the address is correct and is the valid overnight package delivery address of the payment recipient. We are not responsible for late delivery if you enter an undeliverable address for an overnight check payment. We are not responsible for errors made by you or the payment recipient. Due to the inherent need to expedite the payment, payment instructions will be completed promptly upon submission of a request from you. You will not have the ability to edit or cancel the payment instruction after you have confirmed the payment request. Please refer to the Limitation of Liability and Indemnity section of your Cash Management Services Disclosure and Agreement for further limitations and requirements.

VI. Additional Provisions Applicable Only to Users Accessing Business Accounts

A. Business Accounts
“Business Accounts” mean sole proprietorships, partnerships, limited liability companies, corporations and other forms of business organization that are not “consumer” accounts and are not maintained primarily for personal, family or household purposes.

B. Limitation of Liability for Business Accounts
For Business Accounts using a Service, we are not responsible for any loss, injury or damage, whether direct, indirect, special, consequential, exemplary, economic or otherwise, caused by the Service or the use of the Service except as otherwise expressly provided for in this Agreement or by applicable law. By using a Service to access your Business Accounts, you are responsible for any unauthorized use of the Service and any loss or damages incurred due to the unauthorized access to your Business Accounts.

C. Transaction Activity Limits for Business Accounts
You may use a Service to access your Business Accounts provided the accounts do not exceed the following transaction activity limits:

• Greater than 200 debit items per monthly statement cycle.
• Greater than 100 deposited items per monthly statement cycle.

If your transaction activity in any Business Account accessed through a Service exceeds these limits, we reserve the right to remove all your Business Accounts from the Service without prior notification to you. If your business account transaction activity should exceed these limits please contact a Client Services Specialist at 1-800-773-7100 for other online business banking options available to you.

D. Change in Business Account Ownership Notification
If any person authorized access through a Service to conduct transactions on any Business Account is no longer authorized, it is your responsibility to notify us. We shall not be liable or responsible to you for any transactions conducted on a Business Account by any person whose authority to conduct transactions is no longer in effect until we are expressly notified.

VII. Electronic Disclosure and Consent

You agree that we may provide you with all disclosures, notices and other communications about our Online Banking Service, and any future amendments to the Online Banking Service Agreement and Disclosure, in electronic form. We will provide all future updates to the agreement by posting the updated Service Agreement in Online Banking and sending you a message within the Service. You may download or print the notice or updated Service Agreement from your computer.

At your request, we agree to provide you with a paper copy of the Online Banking Service Agreement and Disclosure. You may request paper copies of the Service Agreement by calling a Client Services Specialist at 1-800-773-7100, option 3, 8:00 a.m. to 5:30 p.m., Pacific Time.

Your consent to receive notices and updates in electronic form only will apply for as long as you use the Services. You may withdraw your consent at any time by choosing to cancel the Services.

VIII. Additional Information and Security Statement

A. Client Service Hours
Client service for technical support of the Services is available 24 hours a day, seven days per week unless otherwise noted under the terms and conditions of the Service type in Sec. IV of this Agreement.

B. System Availability and Business Days
The Services are accessible 24 hours a day, seven days a week except when the system is down for maintenance or unforeseeable reasons. Our Business Days are Mondays through Fridays except for bank holidays when we are closed.

C. E-mail
Through the use of certain equipment and/or software, you can use electronic mail (e-mail) to contact us with inquiries, maintenance and/or problem resolution issues. NOTE: Generally, e-mail is not a secure method of communication. If the matter of the inquiry is urgent or involves sensitive information, please call our Client service number.

D. Our Security Commitment
We are committed to provide you safe and secure online banking services. We are confident that our internal security infrastructure, requiring 128-bit domestic grade encryption, provides privacy and security to your account and transaction information.

E. Your Security Role to Protect Yourself
Your role in security is as important as ours. Here are some recommendations on how you can increase the privacy and security of the Services.

• You are responsible for the security and use of your username and password. Try not to select a password that is easily guessed (e.g., birth date or spouse name). If you think your password has been compromised, change it immediately online. You should then verify that no unauthorized transactions occurred on your account.
• Do not leave your computer unattended if you are still logged onto the Service.
• When you have completed your banking online, always remember to click "SIGN OFF" before visiting other Internet Web sites.
• If others use your computer, clear your cache or turn off and reinitiate your browser in order to eliminate copies of Web pages that have been stored in your hard drive. See your browser's HELP section for instructions on how to clear cache.
• We require that all browsers accessing the Services have 128-bit domestic grade encryption to conduct secure financial transactions over the Internet.
• Install and regularly update virus protection software.

F. The Browser
When using your browser to access a Service, the browser uses encryption technology that scrambles data to make it readable by the sender and designated receiver only. A key is required to decode the information.

When you request information about your accounts or loans, the encrypted (scrambled) request is sent to us or our Service Provider. We send our replies back to you in an encrypted (scrambled) format. Even though the information sent back and forth is encrypted (scrambled), you will be able to read the data on your computer screen.

You are required to use a browser with 128-bit encryption to use the Services.

If you need to upgrade your browser follow the simple instructions on how to do this located in the browser's HELP menu.

You can check to see what level of security your browser has within the browser HELP menu. For Microsoft Internet Explorer go to "Help" and then "About Internet Explorer." The version with Cipher (security) Strength should be listed. For Netscape, go to "Help" and then "About Communicator."

We review and approve the use of different browsers to ensure they meet our strict security standards.

In addition to the required browser encryption, usernames or customer IDs and passwords or PINs are used as another feature to help ensure that your transactions on the Internet are safe and secure. When you log on to the Services, we authenticate you by your username/Customer ID and password/PIN. This information is known only by you and it is up to you to keep this information secure. If you think that your information has been compromised: 1) Change your password or PIN immediately; 2) call us at 1-800-773-7100, press Option 3; and 3) check your account history for any unauthorized transactions.

Our firewall protects our systems by allowing entry only to those who are authorized.

For digital identity verification, we have a digital server certificate by Verisign that your browser uses each time you sign on to verify that you are connected to us.

Contact Us

Call 1-800-773-7100; press option 3, 24 hours a day, 7 days a week; for password reset, Online Banking errors, logon problems, or Bill Payment inquiries.

Call 1-800-773-7100; press option 3, Monday through Friday from 8:00 A.M. to 5:30 P.M. for Online Banking enrollment, account information, or to change your address.

Or write:
Central Operations - Online Banking
P.O. Box 512149
Los Angeles, CA 90051-0149

Notify us immediately by telephone to limit your liability for unauthorized transactions.

For general information and inquiries e-mail OnlineBanking@cnb.com.