CITY NATIONAL CORPORATION $225,000,000 5.125% Senior Notes Due 2013 Registration Rights AgreementCity National Corp • April 9th, 2003 • National commercial banks • New York
Salomon Smith Barney Inc. City National Securities, Inc. Credit Suisse First Boston Corporation Keefe, Bruyette & Woods, Inc. Lehman Brothers Inc. RBC Dominion Securities Corporation As Representatives of the Initial Purchasers c/o Salomon Smith Barney Inc. 388 Greenwich Street New York, New York 10013
CITY NATIONAL CORPORATION $225,000,000 5.125% Senior Notes Due 2013 Purchase AgreementCity National Corp • April 9th, 2003 • National commercial banks • New York
City National Corporation, a bank holding company incorporated under the laws of Delaware (the "Company"), proposes to issue and sell to the several parties named in Schedule I hereto (the "Initial Purchasers"), for whom you (the "Representatives") are acting as representatives, $225,000,000 principal amount of its 5.125% Senior Notes Due 2013 (the "Securities"). The Securities are to be issued under an indenture (the "Indenture"), dated as of February 13, 2003, between the Company and U.S. Bank National Association, as trustee (the "Trustee"). The Securities have the benefit of a Registration Rights Agreement (the "Registration Rights Agreement"), dated February 13, 2003, between the Company and the Initial Purchasers, pursuant to which the Company has agreed to register the Securities under the Act subject to the terms and conditions therein specified. To the extent there are no additional parties listed on Schedule I other than you, the term Representatives as used herein shall mean
CITY NATIONAL CORPORATION LETTERHEAD] EXCHANGE AGENT AGREEMENTCity National Corp • April 9th, 2003 • National commercial banks • California
City National Corporation, a Delaware corporation (the "Company"), proposes to make an offer (the "Exchange Offer") to exchange up to $225,000,000 principal amount of its 5.125% senior notes due 2013 which have been registered under the Securities Act of 1933, as amended (the "Exchange Notes"), for a like principal amount of its outstanding 5.125% senior notes due 2013 (the "Outstanding Notes"). The Exchange Notes are to be issued by the Company pursuant to the terms of an Indenture, dated as of February 13, 2003, by and between the Company and U.S. Bank National Association, as trustee. The terms and conditions of the Exchange Offer are set forth in a prospectus (the "Prospectus") included in the Company's registration statement on Form S-4 (File No. 333- ), as it may be amended from time to time (the "Registration Statement"), filed with the Securities and Exchange Commission, and proposed to be distributed to all record holders of the Outstanding Notes. Capitalized terms used herein
