NOTICE AND AGENDA OF AN EXTRAORDINARY GENERAL MEETING OF THE MEMBERS OF CAYMAN NATIONAL CORPORATION LTD. TO BE HELD AT THE GOVERNOR’S BALLROOM, WESTIN CASAURINA RESORT, WEST BAY ROAD, GRAND CAYMAN, THURSDAY 3RD MARCH 2005 AT 4:30 PM

AGENDA

The following will be the order of business: -

1. To receive proposals from the Board of Directors regarding the proposed re-capitalization of the Group’s subsidiary, Cayman General Insurance Co. Ltd., for discussion.

2. To consider the policy to be adopted in respect of the final dividend payment for the company in respect of the financial year to 30th September 2004.

3. To consider the date to be set for the Company’s Annual General Meeting.

4. Any other business.

George Town

Grand Cayman

Truman Bodden

Secretary & Deputy Chairman Dated: February 10, 2005

Explanatory Memorandum

Date: 10 February 2005

To: The Shareholders of Cayman National Corporation Ltd.

From: Benson O. Ebanks, Chairman and Stuart J. Dack, President and Chief Executive Officer

Re: Re-Capitalization of Cayman General Insurance Co. Ltd.

The impact of Hurricane Ivan in September 2004 had an affect on all businesses in the Cayman Islands and Cayman National is no exception.

Most sectors of our business have recovered from the effects of "Ivan" robustly and already we have released, through the local media in Cayman, the very creditable results of Cayman National Bank Ltd., which achieved a 33% growth in profit to $6,565,334 for the year to 30th September 2004, despite the storm hitting the islands just two weeks before our financial year-end. We are pleased to add that this positive performance continues into the current year. In fact, all of the Group’s subsidiaries achieved sound results apart from Cayman General Insurance Co. Ltd which, as is to be expected, has faced claims that reflect the scope of the catastrophe that hit the Cayman Islands on 11th and 12th September 2004. The level of claims has given all insurance providers on the Island a daunting task and for the last few months we have been working with loss adjusters to quantify an accurate assessment of the reserves that will be required to cover all potential claims. These figures are now being finalized and proposals for the re-capitalization of Cayman General Insurance Co. Ltd are being determined.

It is appropriate that these proposals be presented to Shareholders and the purpose of this Extraordinary General Meeting is to give Shareholders the opportunity to consider the re-capitalization proposals and to debate the relevant issues. Accordingly, a detailed presentation will be made at the EGM concerning the re-capitalization of Cayman General Insurance Co. Ltd., our insurance subsidiary.

In the circumstances it is also appropriate that the policy relating to a final dividend for the financial year to 30th September 2004 be considered and this subject will be raised for discussion.

The external audit of the Group’s accounts has proceeded following the September year-end. Most figures including those of the Bank have been finalized but before the external audit can be completed the re-capitalization plans for Cayman General Insurance Co. Ltd. need to be concluded. It is therefore proposed to convene the Annual General Meeting in a few weeks when the Group’s audited accounts will be available for Shareholders’ consideration. Proposals for the date of the AGM will again be considered at the Extraordinary General Meeting.

Benson O. Ebanks

Chairman

Stuart J. Dack

President & Chief Executive Officer