Exhibit 3.1  RESTATED  CERTIFICATE OF INCORPORATION  OF  CITY NATIONAL CORPORATION  City National Corporation, a
corporation organized and existing under the laws of the State of Delaware,
hereby certifies as follows:  1. The name of the
corporation is City National Corporation. The date of filing of its original
Certificate of Incorporation was October 3, 1968.  2. This Restated Certificate
of Incorporation restates and integrates and further amends the Certificate of
Incorporation of this corporation, as heretofore amended, by amending and
restating Article SEVENTH thereof in its entirety and by adding new Article NINTH
thereto and renumbering subsequent Articles.  3. The text of the
Certificate of Incorporation as amended or supplemented heretofore is further
amended hereby to read as herein set forth in full:  FIRST. The name of the Corporation is
City National Corporation  This Restated Certificate of
Incorporation has been duly adopted in accordance with Section 245 of the
Delaware General Corporation Law, and restates and further amends the
Certificate of Incorporation filed by the Corporation with the Secretary of
State of the State of Delaware on October 3, 1968, as heretofore amended.  SECOND. The address of its
registered office in the State of Delaware is 1209 Orange Street, in the City
of Wilmington, County of New Castle. The name of its registered agent at such
address is The Corporation Trust Company.  THIRD. The purpose of the
Corporation is to engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of Delaware. Without
limiting in any manner the scope and generality of the foregoing, the
Corporation shall have the following purposes and powers.  (1) To acquire by purchase,
subscription, or otherwise, and to receive, hold, own, guarantee, sell, assign,
exchange, transfer, mortgage, pledge, or otherwise dispose of or deal in and
with any and all securities, as such term is hereinafter defined, issued or
created by any corporation, firm, organization, association or other entity,
public or private, whether formed under the laws of the United States of
America or of any state, commonwealth, territory, dependency or possession
thereof, or of any  foreign country or of any
political subdivision, territory, dependency, possession or municipality
thereof, or issued or created by the United States of America or any state or
commonwealth thereof or any foreign country, or by any agency, subdivision,
territory, dependency, possession or municipality of any of the foregoing, and
as owner thereof to possess and exercise all the rights, powers and privileges
of ownership, including the right to execute consents and vote thereon.  The term securities as
used in this Certificate of Incorporation shall mean any and all notes, stocks,
treasury stocks, bonds, debentures, evidences of indebtedness, certificates of
interest or participation in any profit-sharing agreement, collateral-trust
certificates, preorganization certificates or subscriptions, transferable shares,
investment contracts, voting trust certificates, certificate of deposit for a
security, fractional undivided interests in oil, gas, or


other mineral rights, or, in
general, any interests or instruments commonly known as securities, or any
and all certificates of interest or participation in, temporary or interim
certificates for, receipts for, guaranties of, or warrants or rights to
subscribe to or purchase, any of the foregoing.  (2) To make, establish and
maintain investments in securities, and to supervise and manage such
investments.  (3) To cause to be organized
under the laws of the United States of America or of any state, commonwealth,
territory, dependency or possession thereof, or of any foreign country or of
any political subdivision, territory, dependency, possession or municipality
thereof, one or more corporations, firms, organizations, associations or other
entities and to cause the same to be dissolved, wound up, liquidated, merged or
consolidated.  (4) To acquire by purchase
or exchange, or by transfer to or by merger or consolidation with the Corporation
or any corporation, firm, organization, association or other entity owned or
controlled, directly or indirectly, by the Corporation, or to otherwise
acquire, the whole or any part of the business, good will, rights, or other
assets of any corporation, firm, organization, association or other entity, and
to undertake or assume in connection therewith the whole or any part of the
liabilities and obligations thereof, to effect any such acquisition in whole or
in part by delivery of cash or other property, including securities issued by
the Corporation, or by any other lawful means.  (5) To make loans and give
other forms of credit, with or without security, and to negotiate and make contracts
and agreements in connection therewith.  (6) To aid by loan, subsidy,
guaranty or in any other lawful manner any corporation, firm, organization,
association or other entity of which any securities are in any manner directly
or indirectly held by the Corporation or in which the Corporation or any such
corporation, firm, organization, association or entity may be or become
otherwise interested; to guarantee the payment of dividends on any stock issued
by any such corporation, firm, organization, association or entity; to
guarantee or, with or without recourse against any such corporation, firm,
organization, association or entity, to assume the payment of the principal of,
or the interest on, any obligations issued or incurred by such corporation, firm,
organization, association or entity; to do any and all other acts and things
for the enhancement, protection or preservation of any securities which are in
any manner, directly or indirectly, held, guaranteed or assumed by the
Corporation, and to do any and all acts and things designed to accomplish any
such purpose.  (7) To borrow money for any
business, object or purpose of the Corporation from time to time, without limit
as to amount; to incur indebtedness and to issue any kind of evidence of
indebtedness, whether or not in connection with borrowing money, including
evidences of indebtedness  2


convertible into stock of
the Corporation, to secure the payment of any evidence of indebtedness by the
creation of any security interest in any of the property or rights of the
Corporation, whether at that time owned or thereafter acquired.  (8) To render service,
assistance, counsel and advice to, and to act as representative or agent in any
capacity (whether managing, operating, financial, purchasing, selling,
advertising or otherwise) of, any corporation, firm, organization, association,
or other entity.  (9) To engage in any
commercial, financial, mercantile, industrial, manufacturing, marine,
exploration, mining, agricultural, research, licensing, servicing, or agency
business not prohibited by law, and any, some or all of the foregoing.  (10) To become a joint
venturer, or a partner, general or limited, in the exercise of any power, or
for any corporate purpose.  The purposes and powers
specified in the foregoing paragraphs shall, except where otherwise expressed,
be in nowise limited or restricted by reference to, or inference from, the
terms of any other paragraph in this Certificate of Incorporation, but the
purposes and powers specified in each of the foregoing paragraphs of this Article shall
be regarded as independent purposes and powers.  The Corporation shall
possess and may exercise all powers and privileges necessary or convenient to
effect any or all of the foregoing purposes, or to further any or all of the
foregoing powers, and the enumeration herein of any specific purposes or powers
shall not be held to limit or restrict in any manner the exercise by the
Corporation of the general powers now or hereafter conferred by the laws of the
State of Delaware upon corporations formed under the General Corporation Law of
Delaware.  FOURTH. The total number of shares of all classes of capital stock
which the Corporation shall have authority to issue is Eighty Million
(80,000,000) shares, of which Five Million (5,000,000) shares shall be shares
of Preferred Stock of the par value of One Dollar ($1.00) per share (hereinafter
called Preferred Stock) and Seventy Five Million (75,000,000) shares shall be
shares of Common Stock of the par value of One Dollar ($1.00) per share
(hereinafter called Common Stock). Any amendment to the Certificate of
Incorporation which shall increase or decrease the authorized capital stock of
the Corporation may be adopted by the affirmative vote of the holders of a
majority of the outstanding shares of the voting stock of the Corporation.  The
designations and the powers, preferences and rights, and the qualifications,
limitations or restrictions thereof, of the Preferred Stock shall be as
follows:  (1)
The Board of Directors is expressly authorized at any time, and from time to
time, to provide for the issuance of shares of Preferred Stock in one or more
series, with such voting powers, full or limited but not to exceed one vote per
share, or without voting powers and with such designations, preferences and
relative, participating, optional or other special rights, and qualifications,
limitations or restrictions thereof, as shall be stated and expressed in the
resolution or resolutions providing for the issue thereof adopted by the Board
of Directors, and as are not stated and expressed in this Certificate of
Incorporation, or any amendment thereto, including (but without limiting the
generality of the foregoing) the following:  (a) The designation of such
series.  (b) The dividend rate of
such series, the conditions and dates upon which such dividends shall be
payable, the preferences or relation which such dividends shall bear to the
dividends  3


payable on any other class
or classes or of any other series of capital stock, and whether such dividends
shall be cumulative or non-cumulative.  (c) Whether the shares of
such series shall be subject to redemption by the Corporation, and, if made
subject to such redemption, the time, prices and other terms and conditions of
such redemption.  (d) The terms and amount of
any sinking fund provided for the purchase or redemption of the shares of such
series.  (e) Whether or not the
shares of such series shall be convertible into or exchangeable for shares of
any other class or classes or of any other series of any class or classes of
capital stock of the Corporation, and, if provision be made for conversion or
exchange, the times, prices, rates adjustment, and other terms and conditions
of such conversion or exchange.  (f) The extent, if any, to
which the holders of the shares of such series shall be entitled to vote as a
class or otherwise; provided, however, that in no event shall any holder of any
series of Preferred Stock be entitled to more than one vote for each share of
such Preferred Stock held by him or her.  (g) The restrictions, if
any, on the issue or reissue of any additional Preferred Stock.  (h) The rights of the
holders of the shares of such series upon the dissolution of, or upon the
distribution of assets of, the Corporation.  (2) Except as otherwise
required by law and except for such voting powers with respect to the election
of directors or other matters as may be stated in the resolutions of the Board
of Directors creating any series of Preferred Stock, the holders of any such
series shall have no voting power whatsoever.  FIFTH. The by-laws may be
made, altered, amended or repealed by the Board of Directors. The books of the
Corporation (subject to the provisions of the laws of the State of Delaware)
may be kept outside of the State of Delaware at such places as from time to
time may be designated by the Board of Directors.  SIXTH. Whenever a compromise
or arrangement is proposed between this Corporation and its creditors or any
class of them and/or between this Corporation and its stockholders or any class
of them, any court of equitable jurisdiction within the State of Delaware may
on the application in a summary way of this Corporation or of any creditor or
stockholder thereof or on the application of any receiver or receivers
appointed for this Corporation under the provisions of Section 291 of
Title 8 of the Delaware Code or on the application of trustees in dissolution
or of any receiver or receivers appointed for this Corporation under the
provisions of Section 279 of Title 8 of the Delaware Code order a meeting
of the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this Corporation, as the case may be, and also on this
Corporation.  4


SEVENTH. Each person who was
or is a party, or is threatened to be made a party, or is threatened to be made
a party, to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (hereinafter a proceeding),
by reason of the fact that such person, or person of whom such person is the
legal representative, is or was a director or officer of the Corporation or is
or was serving at the request of the Corporation as a director or officer of
another corporation or in any capacity with respect to an employee benefit plan
maintained or sponsored by the Corporation, shall be indemnified and held
harmless by the Corporation to the fullest extent permissible under the
Delaware General Corporation Law and not prohibited by other law or regulation,
as the same exists or may hereafter be amended, against all expenses,
liabilities and losses (including attorneys fees, judgments, fines, excise
taxes pursuant to the Employee Retirement Income Security Act of 1974 or
penalties and amounts paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection therewith and such indemnification shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of his or her heirs, executors and
administrators; provided, however, that, except as provided in the following
paragraph, the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
Board of Directors of the Corporation. The right to indemnification conferred
in this Section shall be a contract right and shall include the right to
be paid by the Corporation the expenses incurred in defending any such
proceeding in advance of its final disposition; provided however, that, if the
Delaware General Corporation Law or other applicable law or regulation so
requires, the payment of such expenses incured by a director or officer in his
or her capacity as a director or officer (and not in any other capacity in
which service was or is rendered by such person while a director or officer,
including, without limitation, service to any employee benefit plan) in advance
of the final disposition of a proceeding, shall be made only upon delivery to
the Corporation of an undertaking, by or on behalf of such director or officer,
to repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this Section or
otherwise, and in compliance with any other requirements of the Delaware
General Corporation Law or other applicable law or regulation. The Corporation
may, by action of its Board of Directors, provide indemnification to employees
and agents of the Corporation with the same scope and effect as the foregoing
indemnification of directors and officers.  If a claim under the
preceding paragraph of this Section is not paid in full by the Corporation
within thirty days after a written claim has been received by the Corporation,
the claimant may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall be entitled to be paid also the expense of prosecuting such
claim. It shall be a defense to any such action (other than an action brought
to enforce a claim for expenses incurred in defending any proceeding in advance
of its final disposition where the required undertaking, if any is required,
has been tendered to the Corporation) that the claimant has not met the
standard of conduct required under the Delaware General Corporation Law for the
Corporation to indemnify the claimant for the amount claimed, but the burden of
proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel, or
its stockholders) to have made a determination prior to the commencement of
such action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.  5


The right to indemnification
and the payment of expenses incurred in defending a proceeding in advance of
its final disposition conferred in this Section shall not be exclusive of
any other right which any person may have or hereafter acquire under any
statute, provision of this Certificate of Incorporation, by-law, agreement,
vote of stockholders or disinterested directors or otherwise.  The Corporation may maintain
insurance, at its expense, to protect itself and any director, officer,
employee or agent of the Corporation or another corporation, partnership, joint
venture, trust or other enterprise against any such expense, liability or loss,
whether or not the Corporation would have the power to indemnify such person
against such expense, liability or loss under the Delaware General Corporation
law or other applicable law or regulation.  EIGHTH. Whenever the vote of
stockholders at a meeting thereof is required or permitted to be taken for or
in connection with any corporate action by any provision of the General
Corporation Law of the State of Delaware the meeting and vote of stockholders
may be dispensed with if such action is taken with the written consent of the
holders of not less than a majority of all the stock entitled to be voted upon
such action if a meeting were held; provided that in no case shall the written
consent be by the holders of stock having less than the minimum percentage of
the vote required by statute for such action, and provided that prompt notice
is given to all stockholders of the taking of corporate action without a
meeting and by less than unanimous written consent. Election of directors need
not be by ballot unless the by-laws so provide.  NINTH. The number of
directors which shall constitute the whole Board of Directors shall be not less
than five nor more than fourteen, and the specific number of directors shall be
determined by resolution of the Board of Directors. The Board is divided into
three classes, Class I, Class II and Class III. Such classes shall be as nearly
equal in number of directors as possible. Each director shall serve for a term
ending on the third annual meeting following the annual meeting at which such
director was elected; provided, however, that the directors first elected to
Class I shall serve for a term ending at the annual meeting to be held in 1997,
the directors first elected to Class II shall serve for a term ending at the
annual meeting to be held in 1998, and the directors first elected to Class III
shall serve for a term ending at the annual meeting to be held in 1999. The
foregoing notwithstanding, each director shall serve until his successor shall
have been duly elected and qualified, unless he shall resign, become disqualified,
disabled or shall otherwise be removed.  At each annual election, the
directors chosen to succeed those whose terms then expire shall be of the same
class as the director they succeed, unless, by reason of any intervening
changes in the authorized number of directors the Board shall designate one or
more directorships whose term then expires as directorships of another class in
order more nearly to achieve equality of number of directors among the classes.  Notwithstanding the rule
that the three classes shall be as nearly equal in number of directors as
possible, in the event of any change in the authorized number of directors each
director then continuing to serve as such shall nevertheless continue as a
director of the class of which he is a member until the expiration of his
current term, or his prior death, resignation or removal.  Any vacancy on the Board of
Directors (whether by reason of an increase in the number of authorized
directors or due to the death, resignation or removal of a director) may be
filled by a majority of the directors then in office, although less than a
quorum, or by the sole remaining director. Any director chosen to fill a
vacancy shall hold office until the next election of the class of directors for
which he shall have been chosen, and until his successor shall have been duly
elected or qualified.  6


TENTH. The Corporation
reserves the right to amend, alter, change or repeal any provision contained in
this Certificate of Incorporation, in the manner now or hereafter prescribed by
statute, and all rights conferred upon stockholders herein are granted subject
to this reservation.  ELEVENTH. Without the prior
affirmative vote or written consent of the holders of 70% of the outstanding
shares of the common stock of the corporation, voting separately as a class,
and whether or not a vote of the stockholders is otherwise required in
connection with the transaction, neither the corporation nor any of its
majority-owned subsidiaries shall become party to any Business Combination to
which any Restricted Person, any Affiliate of a Restricted Person or any
member of a group which is a Restricted Person is also a party. The provisions
of this Article ELEVENTH shall not, however, apply to any Business
Combination approved by the Board of Directors of the Corporation at any time
which the person involved who theretofore was or thereafter became a Restricted
Person was not such a Restricted Person.  The affirmative vote
required by this Article ELEVENTH is in addition to the vote of the
holders of any class or series of stock of the Corporation otherwise required
by law, this Certificate of Incorporation, any resolution which has been
adopted by the Board of Directors providing for the issuance of a class or
series of stock, or any agreement between the Corporation and any national
securities exchange.  No amendment, alteration or
repeal of any provision of this Article ELEVENTH may be effected unless it
is approved at a meeting of the Corporations stockholders called for that
purpose. Notwithstanding any other provision of this Certificate of
Incorporation, there shall be required to amend, alter or repeal, directly or
indirectly, any provision of this Article ELEVENTH the affirmative vote of
the holders of 70% of the issued and outstanding shares of common stock of the
Corporation, excluding all voting securities owned, directly or indirectly, by
any Restricted Person or any Affiliate of a Restricted Person.  As used in this Article ELEVENTH,
the following terms have the following meanings:  (a) A Restricted Person
means any person, partnership, corporation or other entity (other than a
trustee holding stock for the benefit of employees of the Corporation or its
subsidiaries, or any one or more of them, pursuant to an employee benefit
plan), or any group of persons, partnerships, corporations or other entities
(other than such a trustee) who act together for the purpose of acquiring,
holding or voting securities of the Corporation, which has (or, in the case of
a group, the members of which in the aggregate have), during any period of 12
consecutive calendar months, directly or indirectly acquired shares of any
class of the voting securities of the Corporation which aggregate more than 5% of
the outstanding securities of such class. Any Restricted Person shall cease to
be a Restricted Person for the purposes of this Article ELEVENTH at the
end of the 24th calendar month following the most recent month in which such
Restricted Person (or all members of a group which is a Restricted Person)
directly or indirectly acquired any shares of any class of the voting
securities of the Corporation which, together with all other shares of such
class acquired by such person (or any member of such group) within such month
and the immediately preceding 11 calendar months, aggregate more than 5% of the
outstanding voting securities of such class. Any Restricted Person who so
ceases to be a Restricted Person shall not thereafter again be deemed to be a
Restricted Person unless such person, firm, corporation, other entity or group
once again comes within the definition set forth in this Article ELEVENTH
as a result of subsequent acquisitions of voting securities of the Corporation.
In making the calculations provided for in this definition, shares shall not be
counted as owned or acquired by any person, partnership, corporation, other
entity or group if the transaction in which such shares were  7


acquired was approved in
advance by the affirmative vote of 66 2/3% of the directors of the Corporation
then in office.  (b) An Affiliate of a
Restricted Person means any person, firm, corporation or other entity directly
or indirectly controlling, controlled by, or under common control with such
Restricted Person (or any member of a group which constitutes a Restricted
Person).  (c) A Business Combination
means (i) the sale, exchange, lease, transfer or other disposition by the
Corporation or any of its subsidiaries of all, substantially all, or any
substantial part of its or their assets or businesses; (ii) the purchase,
exchange, lease or other acquisition by the Corporation or any of its
subsidiaries of all, substantially all, or any substantial part of the assets or
business of any other person; (iii) a merger or consolidation to which the
Corporation or any subsidiary is a party; (iv) any reclassification of
securities, recapitalization or other transaction (other than a redemption in
accordance with the terms of the security redeemed) designed to decrease the
number of holders of voting securities of the Corporation, if immediately
thereafter any Restricted Person will be the owner of more than 35% of the
outstanding voting securities of the Corporation of any class the number of
holders of which is so decreased; or (v) the issuance to any Restricted Person,
any member of a group which constitutes a Restricted Person or any Affiliate of
a Restricted Person of voting securities of the Corporation or any subsidiary of
the Corporation, any rights, warrants or options to acquire any of the
foregoing or any combination of the foregoing. No such transaction shall
constitute a Business Combination, however, if it is approved in advance by the
Board of Directors of the Corporation at a meeting called for the purpose by
the affirmative votes of at least the number of directors which is one less
than the entire authorized number of directors of the Corporation.  TWELFTH. To the fullest
extent permitted by the General Corporation Law of the State of Delaware as the
same exists or may hereafter be amended, a director of this Corporation shall
not be liable to the Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director.  4. This Restated Certificate
of Incorporation was duly adopted by vote of the stockholders in accordance
with Sections 242 and 245 of the General Corporation Law of the State of
Delaware.  IN WITNESS WHEREOF, City
National Corporation has caused this Restated Certificate of Incorporation to
be signed by Russell Goldsmith, its Chief Executive Officer, this 24th day of
April, 1996.  CITY NATIONAL CORPORATIONBy:
  /s/ Russell GoldsmithRUSSELL
  GOLDSMITH, Chief Executive Officer  8