Online Banking Service Agreement and Disclosure

I Description of Agreement

A. What it Covers
This Online Banking Service Agreement and Disclosure ("Agreement") governs your ability to view information regarding your account and to perform certain transactions, including account access, funds transfers and bill payment, using either the City National Bank Online Banking Service or the Direct Connect with Quicken® Service (individually a "Service" and collectively "Services"). In this Agreement, the words "we," "us," "our" and "CNB" mean City National Bank and its successors or assigns and the words "you" or "your" mean each person who has an interest in an account or other relationship which is accessible through the Services and any person authorized for such access. "we," "us," "our" and "CNB" mean City National Bank and its successors or assigns and the words "you" or "your" mean each person who has an interest in an account or other relationship which is accessible through the Services and any person authorized for such access.

B. Accepting the Agreement
When you use a Service described in this Agreement, or authorize others to use it, you agree to the terms and conditions of this Agreement and its associated Fee Schedule. You acknowledge receipt of this Agreement and the Fee Schedule. You agree to the terms and conditions of any amendments if you continue to use a Service after receipt of an amendment.

C. Relation to Other Agreements
This Agreement is in addition to the terms and conditions described in the Account Agreement and Disclosures, the Fee Schedule: Online Banking, the Fee Schedule: Personal Products & Services, 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 a Service, the agreements you already have with us for that account do not change. For example, when you use the CNB Online Banking Services 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 those agreements for any applicable fees, for limitations on the number of transactions you can make and for other restrictions that might impact your use of an account with these Services.

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 deposit and loan balances, review transaction histories, transfer funds between eligible CNB accounts, request stop payments on written checks, set up event-driven alerts, as well as communicate with us electronically via secure messages. You may also use this Service to access our Bill Payment Service described in this brochure.

B. Direct Connect with Quicken - through your Quicken software
This Service allows you to connect to the bank 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 this Service. You may also use this Service to access our Bill Payment Service described in the brochure.

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). 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 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. 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, or a third party ("Service Provider") acting as our agent, 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 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 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 the funds transfer or bill payment, despite precautions taken by us
• If you have not provided us with correct instructions, including without limitation the name, address, account number, and payment amount for the bill payment

C. Fees and Expenses
All standard fees and expenses related to the accounts you access within a Service as provided in your existing agreement for those accounts will remain applicable during your use of the Services. Monthly fees and expenses for the use of a Service can be found in our associated Fee Schedule.

D. Authorization to Charge Account
We may charge any item generated using the Services to any account to which it is directed notwithstanding any signature restrictions or multiple signature requirements under the account agreement.

E. No Signature Required
When the Services generate items to be charged to your primary checking 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. Software and ISP requirements may change from time to time and may affect your ability to access the Services. We are also not responsible for any errors, failures or malfunctions of your computer or software, or for any computer virus or related problems 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 encourage you to utilize virus protection software to limit your risk. We are also not responsible for the actions or inactions of your ISP.

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

G. Security Guidelines
In order to maintain secure communications and reduce fraud, you agree to protect the security of your personal identification numbers, passwords, codes, marks, signs, public keys or other means of identification. 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 an unauthorized person(s).

H. Account Maintenance
You agree to properly maintain any 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. Accounts with signature restrictions may affect our ability to provide the Services.

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 for the overall total payments. Please be aware that certain state and federal regulations limit the frequency of certain types of transfers and withdrawals, to include online payments and transfers, from Personal Savings and Money Market Investment Accounts. See your Account Agreement and Disclosures and your Fee Schedule: Personal Products & Services for further details.

J. Dispute Resolution
Disputes between you and us under this Agreement that relate to any of your accounts are subject to the Dispute Resolution procedures in your Account Agreement and Disclosures or other agreements.

K. Notification of Changes to Agreement
We may amend this Agreement (including changes in the fees and charges hereunder) by giving notice to you at least 21 days before the effective date of the amendment. Prior notice need not be given where an immediate change in terms or conditions is necessary to maintain or restore the security of the system or an account, or is otherwise required immediately by law or applicable regulation. However, if such a change is to be made permanent, we are required to provide notice of the change to you on or with the next regularly scheduled periodic statement or within 30 days, unless disclosure would jeopardize the security of the system or an account.

L. Cancellation or Termination
You may terminate a Service at any time by giving notice of the termination to us. We may terminate some or all of the Services without notice, cause or liability to you and without affecting your outstanding obligations under this Agreement. We may also terminate your Services at any time for non-usage, inactivity, or suspicious activity. You may reinstate a Service by contacting our Customer Service number associated with the Service.

M. Data Storage
By enrolling for the Services you agree that we may record information and electronic messages (e.g., e-mail) you send to us via our web site or the Services.

IV Service Type Specific Terms and Conditions

A. CNB Online Banking - Account Access

1. Eligible Accounts and Loans
The following types of accounts are eligible for access through this service: personal checking, personal savings, personal money market accounts, certificates of deposit, Individual Retirement Accounts (IRAs), and personal loans.

For checking, savings, and money market accounts, the following basic services are available with Account Access: balance reporting, activity detail, account-to-account transfers.

For certificates of deposit, IRAs, and the following loan accounts, balance reporting is available.

Specific loans are as follows: Auto, Personal, Home Equity, Mortgage, Personal Lines and Overdraft Lines of Credit.

Most business accounts are not eligible for this service; however, selected business/corporate accounts that are non-operating in nature (e.g., personal assets held in corporate ownership for tax purposes) may be added to the Services.

2. Account Requirements and Restrictions
In order to use the Services, you must register for Online Account Access and you must have a personal checking, senior checking (existing accounts only), lifeline checking or personal interest checking account with us. This account will be your primary CNB Online Banking Account. If you have more than one checking account with us, you must designate one of them as your primary CNB Online Banking Account and if you do not do so, we may select a primary CNB Online Banking Account for you. Service fees will be deducted from your primary CNB Online Banking Account. You agree to properly maintain any 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. Accounts with restrictions may affect our ability to provide the Services.

Sole ownership accounts, including fictitious business names, are eligible for the Service as long as the account owner is enrolling. "Sole ownership" checking accounts are for unincorporated businesses wholly owned by an individual using the individual's personal Social Security number. Accounts established using a Federal tax identification number and operating as a traditional business are not eligible for the Service (see above for non-operating accounts).

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 requestor is the Trustee or Custodian.

Eligible accounts with a Power of Attorney may enroll for the Service as long as the request is made by the account holder and not the agent. Accounts with signature restrictions are eligible for Online Account Access without funds transfer or Bill Payment capabilities (account viewing only).

3. Username and Password
The account holder who signs the Online Banking Enrollment form is responsible for the security and use of the username and password. Only one username and password will be used to access the Services. 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 username and temporary password. When you receive your password, you must logon to the Services. Once you begin the logon process, you will be prompted to change your password to something only you will know, using between 6 and 32 characters that are alphabetic and numeric. (All characters are case sensitive - for example: if your password is "4Banking" and you type "4banking," it will not work. You must type a capital "B.") You should change your password often for security reasons. It is important that you keep your password confidential to prevent unauthorized use of the Services. We recommend that you refrain from using such passwords as dates of birth or family names that may be easily recognizable. If you forget your password, contact our Client Service Specialist.

After the initial logon, you may change your own username.

• The username must be between 6-32 characters
• Must contain at least 2 numeric and 2 alpha characters
• Cannot be similar to original username
• Cannot be offensive in nature
• Cannot be similar to one already in use
• May contain any special characters
• Is case-sensitive
• Cannot be the same as your password

4. Account Balance and Transaction Information
You can use the CNB Online Banking Service to view personal account and loan balances, to transfer funds and to receive an account history (on eligible accounts). Your deposit account balances are current while loan balances are as of the previous business day. 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 and loan balances, payoff amounts and availability. Even though the Services provide an online register, it is not intended to be a permanent record of transactions. The online information provided may not include recent balances or account transactions and may not include funds that are available for immediate withdrawal. Balances and account activity are updated by 9:00 A.M., Pacific Time, every business day. BE SURE 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.

5. Check Image Access
Images of written check based transactions generally can be viewed within Online Banking once they have cleared. Up to 45 days of check image history will be available. If your check was electronified by a merchant, or the debit was taken from the Bank electronically, it will not be viewable through the Service.

6. Transfers
You can transfer funds between eligible accounts. Online transfers may be made 24 hours a day, seven days a week and are reflected in your account balance information once 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 has been submitted. Your transfers must be made before 7:00 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. You also have the option of making Account Transfers by telephone by calling 1-800-773-7100; press Option 1.

7. Canceling Scheduled Transfers
You can cancel any scheduled transfers between eligible accounts online up to 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.

8. Stop Payment Requests
You can request a standard six month stop payment of a written 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 after 10:00 P.M. 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.

9. 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, thus do not contain any personal or private information. These alerts are provided for your convenience and you must login to access the Service for detailed information. We will attempt to provide these alerts in a timely manner, but we will not be held liable for any errors.

10. Downloading Activity
You can download 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 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

This feature is not required to use the Service. We do not endorse or provide upgrades to the software mentioned above.

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

12. Periodic Statement
We mail a monthly account statement for your checking account(s) to you, showing your CNB Online Banking transactions and other activity from your account. Your savings account(s) statements may be sent on a quarterly basis, unless there were electronic transactions, in which case you will receive a monthly statement. You are responsible to promptly review your statements for accuracy.

B. Direct Connect with Quicken

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

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 Services. 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 SURE 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, Saturday/Sunday 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 Payment Service for CNB Online Banking and Direct Connect with Quicken

A. Account Requirements
Bill Payment Service can be accessed through CNB Online Banking or through the Direct Connect with Quicken Service, and each Service is subject to account eligibility requirements. In addition, the Bill Payment Service is restricted to only the personal or business checking accounts that meet these requirements for each Service. You can not use savings or money market accounts for making bill payments

B. Eligible Payees
With Bill Payment 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 Payment Service, we reserve the right to refuse to make payments to certain payees. We recommend that you do not use the Service to pay alimony, child support, tax and other court-directed or government payments, fines or penalties.

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 (Monday through Friday, except holidays) 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 our Bill Payment services:

Scheduled Payments - You can choose any business day as a processing date for your payments (Monday through Friday). You must schedule your payment processing date at least five (5) business days before the payment is due as required by the payee - this 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 (Monday through Friday). You must schedule your payment processing date at least five (5) business days before the payment is due as required by the payee - this should not include any grace period that the payee may allow.
Automated Recurring Payments through CNB Online Banking - Recurring payments allow you to request that payments that have a fixed frequency and amount be processed on a recurring basis. 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, excluding holidays 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 the 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 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 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 our Bill Payment Service if a bill payment request may or does overdraw your account. If this occurs call our Customer Service Center at 1-800-773-7100; press Option 3.

• 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.

VI Additional Information and Security Statement

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

B. System Availability and Business Days
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 Monday through Friday 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 the 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. still logged onto the Services.
• When you have completed your banking online, always remember to click "LOG OFF" or "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.

F. The Browser
When using your browser to access the Services, 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.

If you are currently using a browser with 40-bit encryption, you will be required to upgrade to 128-bit encryption to use the Services.

Upgrading your browser is simple and instructions on how to do this are 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 Online Banking errors, logon problems, Bill Payment inquiries, or for password issues.

Call 1-800-773-7100; press Option 1 Monday through Friday from 8:00 A.M. to 5:00 P.M. For Online Banking Enrollment, Telephone Banking, account information, or to change your address.

Or write:
Central Operations - Online Banking
P.O. Box 2149
Los Angeles, CA 90051-0149

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

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