City National Visa^® Gift Cards Terms and Conditions

This City National Bank Visa Gift Card Agreement (the “Agreement”) contains the terms and conditions which govern your City National Bank Visa Gift Card (the “Card”). Please read this Agreement carefully and keep it for your records. A copy is available on our website at www.cnb.com/giftcard. By activating and using your Card, you agree to be bound by the terms and conditions stated in this Agreement and so does City National Bank.

When we refer to “City National” or “CNB” or “the Bank” or “we” or “us” or “our” we mean City National Bank and its successors, agents, and assigns, and each of our vendors providing one or more of our services to you on our behalf unless the context clearly indicates otherwise. When we refer to “you” and “your” we mean the person purchasing the Card, the person receiving the Card and the person using the Card. Our business days are Monday through Friday, unless we are closed for a holiday. Saturdays and Sundays are not business days even if we are open.

We may change or delete the terms of this Agreement or add new terms to it and we may change or delete any feature or add new features to the Card from time to time. We will provide notice to you as required by law either by sending a notice to you at your last address shown on our records, if any, or by placing the notice on our Internet website at www.cnb.com/giftcard. Please review this website regularly. If we determine that a change is required for security purposes we may implement such change without prior notice.

This Agreement shall be governed by applicable federal law and, to the extent federal law is not applicable, by the laws of the State of California without regard to its conflict of law principles. If we waive a particular provision of this Agreement, the waiver shall only apply as a one-time waiver even if we have done so before or may do so again.

PLEASE NOTE THAT THIS AGREEMENT PROVIDES FOR THE ARBITRATION OF DISPUTES.

The Card

The Card is a prepaid payment device issued in U.S. Dollars. It is known as a gift card. The Card is not a credit card. The Card may be used to make purchases at places of business which have agreed to accept Visa debit cards. The value of the Card is determined at the time it is issued by us and cannot be changed after purchase. We determine the minimum and maximum values for Cards we issue. The value of the Card at the time of issuance will be provided to the purchaser. All the funds representing the value of all of the Cards issued by the Bank are held by the Bank in an account that is not protected by Federal Deposit Insurance Corporation (“FDIC”) insurance. This account is not a bank account belonging to you and no interest is paid on the funds in this account. You have no right to access the funds held in this account except by use of the Card as stated in this Agreement. However, the funds representing the value of your Card may be subject to legal process. The value of the Card will decrease each time you use the Card to make a purchase or you incur, or we assess, a fee or charge. The value of the Card may be determined through our Internet website at www.cnb.com/giftcard or by calling 1-866-490-0641. The value of the Card at any point in time is also referred to as the “Balance.” The Balance on your Card is determined from our records and our records are conclusive unless you can prove otherwise to our satisfaction.

We reserve the right to refuse to issue a Card to you.

The Card is our property and we may revoke your right to use the Card at any time without notice. If we revoke your right to use the Card we may disable it so that no further purchase will be authorized using the Card. You must surrender a revoked Card. Upon surrender we will arrange to transfer any remaining value to you provided you give us the information we may require in order to do so.

Important: Activating Your Card

Before using your Card you must activate it. The Card has no value until it is activated. You will need the 16-digit account number embossed on the Card and the 3-digit security code to the right of the signature panel on the back of the Card. To activate the Card on the Internet visit our website at www.cnb.com/giftcard. To activate the Card by telephone call 1-866-490-0641.

Important: Registering Your Card

While registration is not required to use your Card, we strongly recommend that you register your Card at the time you activate it. Card registration is necessary to enable us to identify you in the event your Card is lost or stolen, a suspicious activity occurs on your Card or a dispute regarding the use of your Card is reported to us. We have no obligation to you to replace your Card if it is lost or stolen unless your Card is registered.

Important: Retain Your Card’s Number

Keep a record of your Card’s number in a safe place and do not disclose the number to others unless it is required for you to perform a transaction without using your Card, such as an Internet or telephone transaction.

Please note that if your Card is not registered and you do not retain the Card number when reporting a lost or stolen Card, we cannot replace your Card or any Balance remaining on your Card.

Important: Signing Your Card

You must sign your Card upon receipt. Your Card is not valid unless it is signed.

Using Your Card

Commence using your activated Card promptly at any business accepting Visa debit cards. An inactivity fee will be assessed per month beginning the thirteenth month after card activation if the card has not been used. No fee is assessed if the card is used within a rolling twelve month period. See the Schedule of Fees.

To use your Card at a business accepting Visa debit cards, present the Card at the time of payment and sign a receipt with the same signature you used when you signed the Card. If you are using a point of sale terminal you may swipe your Card and press “Credit” to obtain a receipt for you to sign. The Balance is reduced by the amount of the purchase when the transaction is presented to us.

If you use your Card number to make a purchase over the Internet, by telephone, by mail order or otherwise, the Balance is reduced by the amount of the purchase.

Once you activate and register your Card, your Card and your Card number are not transferable to another person and you agree not to permit any other person to use your Card or your Card number. However, if you do allow someone else to use your Card or your Card number, the transaction will be considered authorized, the same as if you conducted it yourself, and you will be responsible for any transaction conducted by that person whether you knew about it or not.

Some merchants, such as restaurants, hotels and rental car companies, may initiate a transaction to validate a Card or obtain authorization for an anticipated amount of a pending transaction (such as the anticipated “tip” you might add on a restaurant bill). We may place a temporary hold against the Balance on the Card for the anticipated transaction amount presented by the merchant. The temporary hold will reduce the amount of the Balance on the Card which is available for your use. The temporary hold may remain in place until the final transaction is presented to us, usually within three (3) business days. Some temporary holds, such as car and hotel authorizations, may remain in place for longer periods and the portion of the Balance covered by the hold may not be used by you during that time. You may verify the Balance on your Card which is not subject to a temporary hold by calling us at 1-866-490- 0641 or through our Internet website at www.cnb.com/giftcard. It is important that you check your Balance before you attempt to use your Card.

If you commence a purchase transaction and then change your mind and fail to make the purchase after the merchant has already obtained an “authorization” for the transaction, the “authorization” may result in a temporary hold on your Balance for that amount for up to three (3) days. If you wish to use your Card for a purchase which is greater than the Balance on your Card, you must tell the merchant to charge only up to, but not exceeding, the exact amount of the Balance on the Card, and then you must arrange to pay the difference using another payment method. The merchant may require payment for the difference in cash rather than accepting another card, such as a credit or debit card. Some merchants may not accept “split transactions”. If you fail to inform the merchant prior to completing the transaction, your Card is likely to be declined by the merchant.

A purchase you attempt to make with the Card may not be authorized if the purchase exceeds the Balance on the Card. In the event a purchase is authorized which exceeds the Balance and we become liable for the excess amount, you agree to pay us the excess amount at once. We may deduct any excess amount and any related fees from any account you maintain with us.

You do not have the right to order a “stop payment” on any transaction conducted by using your Card.

If you have a dispute with a merchant over a transaction or think an error occurred on a transaction with a merchant in which your Card was used, you must resolve the dispute or error directly with the merchant. Exchange or return of merchandise purchased in whole or in part with your Card will be governed by the procedures and policies of each merchant and applicable law. At the time of exchange or return, you should present both your receipt and the Card. If the merchant agrees to issue a credit to the Card, the value of the credit may not be available to increase your Balance for 3 to 7 business days. If a merchant agrees to void a transaction made with the Card, that amount also may not be available to increase your Balance for 3 to 7 business days. We are not responsible for any service or merchandise purchased with your Card, including but not limited to quality or safety, and we are not responsible for the exchange or return of merchandise purchased with your Card. You may not use the Card to conduct certain transactions, such as Internet gambling and preauthorized regular payments or withdrawals from ATMs. You shall not use the Card for any unlawful purpose and we may refuse to authorize a transaction that appears to be unlawful or that is not a transaction you are allowed to conduct using the Card.

Foreign Transactions

If you conduct a transaction using your Card outside the United States in a currency other than U.S. dollars, Visa will convert the foreign currency transaction into U.S. dollars using an exchange rate on the applicable central processing date that is either selected by Visa from a range of rates then available in the wholesale currency markets, which may vary from the rate Visa receives, or is the government mandated rate in effect on that date. If the merchant converts the currency, the merchant will determine the rate. For each purchase transaction in a foreign currency, we may charge you an international transaction fee which is based on the amount charged to us by Visa.

Our Liability for Failure to Complete Transactions

If we do not complete a transaction arising from the use of your Card on time or in the correct amount, we may be liable to you for loss or damage. However, there are some exceptions, for which we will not be liable:

1. If, through no fault of ours, the Balance on your Card is not sufficient to complete the transaction;
2. If a merchant refuses to accept your Card;
3. If an electronic terminal where you are making a transaction does not operate properly, and you knew about the problem when you initiated the transaction;
4. If access to your Card has been blocked after you reported your Card lost or stolen;
5. If we have revoked your right to use your Card;
6. If circumstances beyond our control (such as fire, flood, or computer or communication failure) prevent the completion of the transaction, despite reasonable precautions that we may have taken;
7. Any other exception stated in our Agreement with you.

In no event will we be liable to you for more than the Balance on your Card at the time of the attempted transaction or the amount of the attempted transaction itself, whichever is less. Neither will we be liable to you for incidental, consequential, special, punitive or exemplary damage of any kind, including but not limited to attorney’s fees.

Expired Cards

Your Card and funds will expire on the date printed on the Card. If you have not used the full value of the Card by the expiration date you may obtain a new Card by calling us at 1-866- 490-0641. If you do not request a new Card upon expiration of your Card, upon your request we will send you a check for the remaining Balance to the address on our records, minus a servicing fee. If you do not request the remaining Balance and the Balance remains unclaimed for the period required by law, we may be required to deliver the Balance to the state and, upon delivery, we are no longer liable to you for the Balance and you must pursue recovery of the Balance directly from the state. Funds delivered to a state below a required amount may not be separately identified as your funds.

Fees and Charges

There may be a monthly inactivity fee for your Card and other fees and charges relating to the use of your Card. Our fees and charges applicable to your Card are stated in the Schedule of Fees at the end of this Agreement. Fees will be deducted from the value on your Card and, to the extent there is not sufficient value remaining on your Card to cover our fees and charges, we may deduct our unpaid fees and charges from any account of yours maintained with us.

Lost or Stolen Cards or Unauthorized Transactions

Tell us AT ONCE if you believe your Card has been lost or stolen or if you believe that someone used your Card or Card number to conduct a transaction you did not authorize. Telephoning us at 1-866-490-0641 is the best way to contact us seven days a week, 24 hours a day. You may also write to us at: City National Bank, Deposit Services, 1801 West Olympic Blvd., 3rd Floor, Los Angeles, CA 90006. We cannot process a lost or stolen or unauthorized transaction notice without your Card number. If your Card is lost or stolen and you have registered your Card with us, we may issue a replacement Card to you, minus a reissue fee. An unregistered Card will not be replaced.

Unauthorized Transactions and Error Resolution

In case of errors or questions about a transaction arising from the use of your Card or Card number, contact us IMMEDIATELY. You may telephone us at 1-866-490-0641, seven days a week, 24 hours a day or you may write to us at:

City National Bank Attn: Deposit Services 1801 West Olympic Blvd., 3rd Floor Los Angeles, CA 90006

We must hear from you no later than 60 days after the date the transaction is charged against your Card and the transaction history is made available to you. You must provide the following information:

• Your name and your Card number;
• A description of the error or the transaction about which your are unsure;
• An explanation as to why you believe there is an error or why you need more information; and
• The dollar amount of the suspected error.

If you contact us by telephone, we may require that you send your complaint or question in writing within 10 business days. Generally, we then conduct an investigation and tell you the results of our investigation within 10 business days. If we determine that an error has occurred we will correct the error promptly. If we need more time, however, we may take up to 45 calendar days to investigate your complaint or question. If we decide to do this, we will recredit your Card or issue a replacement Card within 10 business days for the amount you think is in error so that you will have the use of the money during the time it takes us to complete our investigation. If we ask you to put your complaint or question in writing and we do not receive it within 10 business days, we may not recredit your Card or issue a replacement Card. If notice of an error involves a transaction that was not initiated in the United States (meaning the 50 states and the District of Columbia) or involves a transfer resulting from a point-of-sale debit transaction or occurred within 30 days after the Card was issued, the applicable time period for completing an investigation shall be 90 calendar days instead of 45 calendar days. A written explanation will be sent to you within 3 business days after the investigation of the alleged error is completed. If our investigation determines that no error occurred we may reverse any credit previously given. You may request copies of documents that we used in our investigation.

Zero Liability Policy

You will have no liability for an unauthorized transaction made with your Card or Card number if you notify us of the unauthorized transaction within 60 days of the posting of the transaction against the Balance on your Card. The 60-day period commences on the date of the posting even if you do not access your transaction history which is available through our Internet website. We reserve the right to modify this policy based upon your card usage. Certain restrictions and limitations may apply.

Disclosure of Information to Third Parties

We may disclose information to third parties about your Card or transactions that are conducted using your Card:

• When it is necessary to complete a transaction;
• In order to verify the existence and conditions of your Card;
• In order to comply with applicable government agency or court orders or as otherwise required by law;
• In order to conduct research and analysis;
• If, in our judgment, disclosure is necessary to protect you or the interests of CNB; or
• If you give us your permission.

Dispute Resolution

Any dispute between you and us arising out of or relating to your Card, this Agreement or any related agreement shall, at the request of either party, be determined as provided in this section.

A “dispute” is any disagreement between you and us that you and we are not able to resolve informally and includes any claim or controversy.

If a claim is properly filed in small claims court and if the small claims court has jurisdiction to resolve the claim, including all cross-claims and counterclaims, then the claim shall be resolved by that court.

If the dispute is not resolved by the small claims court then the dispute shall be resolved by arbitration governed by the Federal Arbitration Act (Title 9, United States Code), without regard to any choice of law provision in this Agreement. The arbitration shall be conducted under the authority and the applicable consumer rules and procedures of the American Arbitration Association then in effect. The arbitration shall be conducted by a single arbitrator acceptable to both parties who shall be licensed to practice law in the jurisdiction where the arbitration is located and shall have experience and knowledge in the substantive law applicable to the subject matter of the dispute. The arbitration shall take place in a location agreeable to both parties. Neither you nor we shall be entitled to join or consolidate disputes by or against others in any arbitration or to represent a class or to act on behalf of the general public or as a private attorney general.

Other Terms

Your Card and your obligations under this Agreement may not be assigned. We may transfer our rights under this Agreement. Use of your Card is subject to all applicable rules and customs of any clearinghouse or other association involved in the transactions. We do not waive our rights by delaying or failing to exercise them at anytime. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation of any governmental agency, local, state, or federal, the validity or enforceability of any other provision of this Agreement shall not be affected.

Schedule of Fees

• Gift Card purchase fee - $3.00 per Card
• Gift Card shipping fee - $2.00 per Card if delivery of a Card is requested.
• Inactivity fee - $2.50 per month beginning the thirteenth month after card activation if the card has not been used. No fee is assessed if the card is used within a rolling twelve month period
• Manual check fee - If a check is issued upon the Cardholder’s request or revocation, a $15.00 fee is applicable.
• International transaction fee - 3% of the Network Transaction Amount
• Card replacement fee - $15.00 per Card for lost, stolen or damaged cards