Effective May 14, 2014, an after-tax Roth

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1 ACCESSBenefits for Questions and Plan Transactions If you want to elect the after-tax Roth 401(k) option, visit myhr and click on the My Pay & Benefits tab, then select 401(k) from the menu to access your account online. You will need your ACCESSBenefits ID and PIN. Reviewing and changing your contribution election is easy. From your ACCESS- Benefits online account: Select 401(k) Savings Plan from the upper menu bar. Select Actions and then choose Change Contribution Rates. Enter your new rate(s) and click Submit. Review and click Confirm to finalize your transaction. You will receive a confirmation. For questions or assistance, ACCESSBenefits Customer Service is available at , Monday through Friday, 9:00 a.m. to 9:00 p.m. (ET). This update provides highlights of various BMO employee benefit plans. It does not provide every plan detail, limit or exclusion. The plan documents which govern these plans provide full details. If there are any discrepancies between this update and the legal plan documents, the plan document shall rule. BMO reserves the rights to modify, amend, replace or terminate any benefit plan, in whole or in part, at any time for any reason. 401(k) Savings Plan After-Tax Roth 401(k) contribution option available May 14, 2014 Effective May 14, 2014, an after-tax Roth 401(k) contribution option will become available in the Employees 401(k) Savings Plan of Bank of Montreal/Harris (the 401(k) Savings Plan or the Plan ). If you are age 50 or older, you will be able to elect after-tax Roth 401(k) Catch-Up contributions as well. The Roth 401(k) option is completely voluntary and is being offered in addition to the before-tax 401(k) and Catch-Up options currently available under the 401(k) Savings Plan. We encourage you to read this Plan Update, review the following questions and answers, and speak with your financial or tax advisor for further information and for guidance on choosing the 401(k) contribution option that best meets your retirement savings needs. Your contributions to the 401(k) Savings Plan can be made as before-tax 401(k) deferrals, after-tax Roth 401(k) contributions, or any combination of both. The same is true for Catch-Up contributions. Like before-tax 401(k) deferrals, your after-tax Roth 401(k) and Catch-Up contributions are calculated as a percentage of your gross eligible pay, so the amount you contribute to the Plan and the amount eligible for Company matching is the same regardless of your election. However, since your Roth contributions are taken through payroll deduction after applicable taxes have been withheld, your take home pay will likely be less than if you elected before-tax deferrals, and for tax purposes your total taxable pay is not reduced. On the other hand, since Roth 401(k) contributions are taxed at the time they are contributed to the 401(k) Savings Plan, these contributions are not taxable at the time of distribution; and provided your distribution is considered qualified, the investment earnings on Roth 401(k) contributions are also not taxable at the time of distribution. The 2014 IRS annual limit for your elective 401(k) contributions is $17,500, or $23,000 if you are eligible to make 401(k) Catch-Up contributions. This is a combined limit for both before-tax 401(k) deferrals and after-tax Roth 401(k) contributions. You may choose to contribute from 1% to 25% of your eligible pay to the 401(k) Savings Plan, subject to the IRS limits and the Plan provisions. However, once a 401(k) contribution is deposited into your 401(k) Savings Plan account, it cannot be re-classified between before-tax and after-tax. All contributions are 100% vested and 100% participant directed among the investment options offered by the Plan. You can change your investment elections at any time. As in the past, you will receive a one-dollar Company 401(k) matching contribution for each dollar you contribute to the 401(k) Savings Plan, up to the first 5% of your annual eligible pay. The combined total of your before-tax 401(k) deferrals and aftertax Roth 401(k) contributions is eligible for the matching contribution, subject to the IRS limits and the Plan provisions.

2 However, for tax purposes, all Company 401(k) matching contributions will be treated as before-tax contributions at the time of distribution. No action is required at this time. Your current 401(k) election will remain in effect until you wish to make a change. You may enroll in the 401(k) Savings Plan and begin contributing, or change your contribution election, at any time during the year through ACCESSBenefits. You may make a Roth 401(k) election on or after May 14, Contribution changes will take effect within one to two payrolls after you complete your transaction. You will receive a confirmation with an effective date once you have finalized your request. Roth 401(k) Questions and Answers The following information reviews many of the commonly asked questions about before-tax 401(k) deferrals and after-tax Roth 401(k) contributions. Roth 401(k) Basics Q1. What is the difference between before-tax 401(k) deferrals and after-tax Roth 401(k) contributions? Roth 401(k) contributions are similar to the current before-tax 401(k) deferrals in that you may elect to contribute a percentage of your eligible pay into your 401(k) Savings Plan through payroll deduction. Beforetax 401(k) deferrals are excluded from your federal taxable wages, and in most instances, from your state and local taxable wages. In contrast, after-tax Roth 401(k) contributions are included in your taxable wages. Before-tax 401(k) deferrals, plus earnings, become taxable as income at the time of distribution from the Plan. Since Roth 401(k) contributions are taxable as income when contributed, they are not taxable at the time of distribution from the Plan. Earnings on Roth 401(k) contributions may not be taxable at the time they are distributed from the Plan if the Roth 401(k) distribution is qualified as described in the Distributions section of this document. Q2. Are there personal income restrictions that would limit your ability to make Roth 401(k) contributions? No, unlike Roth IRAs, you may make Roth 401(k) contributions regardless of your annual income. In addition, employees eligible to make Roth IRA contributions may also make Roth 401(k) contributions during the same tax year. Q3. What is the maximum Roth 401(k) contribution that I may contribute in 2014? Under Internal Revenue Code, before-tax 401(k) deferrals and after-tax Roth 401(k) contributions are subject to a maximum combined limit of $17,500, or $23,000 if you are eligible to make 401(k) Catch-Up contributions. Therefore, Roth 401(k) contributions do not increase the amount you may contribute to the 401(k) Savings Plan; rather, they only change the taxable nature of your 401(k) contributions. Q4. Is my before-tax 401(k) deferral account eligible for conversion to a Roth 401(k) account? No, under the 401(k) Savings Plan provisions, once a before-tax 401(k) deferral or after-tax Roth 401(k) contribution is deposited to your account, it cannot be reclassified between before-tax and after-tax. Page 2 of 5

3 Contributions Q5. How often may I change my Roth 401(k) contribution election? You may change both your before-tax 401(k) deferral and after-tax Roth 401(k) contribution elections at any time during the year. Contribution changes will take effect within one to two payrolls after you complete your transaction. However, once a before-tax 401(k) deferral or after-tax Roth 401(k) contribution is deposited to your account, it cannot be re-classified between before-tax and after-tax. Q6. May I make Roth 401(k) Catch-Up contributions? Yes, if you are eligible to make catch-up contributions, you may designate your contribution as an after-tax Roth 401(k) catch-up. Participants who will be age 50 or older by the end of the calendar year are eligible to make a catch-up contribution. Catch-up contributions can be either made as a before-tax 401(k) deferral, an after-tax Roth 401(k) contribution, or any combination of both. Before-tax catch-up and Roth catch-up contributions may not, in combination, exceed the annual catch-up limit (up to $5,500 during 2014). Q7. Are my Roth 401(k) contributions eligible for employer matching contributions? Yes, matching contributions are based on the amount of contributions that you make during the plan year, regardless of whether the contributions are before-tax 401(k) or after-tax Roth 401(k). However, as with beforetax 401(k) deferrals, any company matching contributions are made on a before-tax basis and are taxable at the time of distribution. Distributions Q8. May I withdraw my Roth 401(k) contributions from the 401(k) Savings Plan? Yes, in certain circumstances. Your Roth rollovers and Roth 401(k) contributions and earnings may be withdrawn after your separation from service. In addition, your Roth rollovers and earnings are eligible for loans and for in-service withdrawal at any time, subject to the Plan provisions. Your Roth 401(k) contributions and earnings are eligible for loans and age 59½ in-service withdrawals; and, your Roth 401(k) contributions (but not their earnings) are eligible for hardship withdrawal, subject to the Plan provisions. Please be certain to consider the taxability of Roth 401(k) contributions and earnings before requesting a distribution from the Plan. Q9. Under what circumstances may my Roth 401(k) account balance be withdrawn tax-free? Since Roth contributions are taxed at the time of deposit to the Plan, they are not taxable at the time of distribution. Earnings on your Roth 401(k) contributions may be withdrawn tax-free provided the distribution is qualified. Your Roth 401(k) account distributions will be qualified if the distribution occurs after: you have attained age 59½ (or after your death or disability) AND you have had a Roth 401(k) account in the 401(k) Savings Plan for at least 5 years. In applying the 5-year rule, you count from January 1 st of the year your first Roth 401(k) contribution was made to the 401(k) Savings Plan. However, if you have made a Roth 401(k) direct rollover into the 401(k) Savings Plan from another employer s qualified retirement plan, then your participation will count from January 1 st of the year your first contribution was made to the other employer s plan, if that date is earlier. Q10. How will the taxation of any non-qualified Roth 401(k) account distributions be determined? Any Roth 401(k) balances withdrawn as a non-qualified distribution will be treated as coming pro-rata from contributions and earnings. You must include the earnings portion in your gross income for tax purposes. For example, if a nonqualified distribution of $5,000 is made from your Roth 401(k) account when the total Roth 401(k) account consists of $9,400 of contributions and $600 of earnings, then for tax purposes the distribution consists of $4,700 of contributions (that are not includible in your gross income) and $300 of earnings (that are includible in your gross income). You may also be subject to additional Page 3 of 5

4 federal and/or state tax on the part of the distribution that is includible in gross income if the distribution is considered an early withdrawal. Q11. Is my Roth 401(k) account subject to the Required Minimum Distribution (RMD) regulations? Yes, unlike Roth IRAs, Roth 401(k) accounts are subject to the same RMD regulations as before-tax 401(k) account balances and other qualified retirement plan balances. RMD regulations require Plan participants to begin receiving annual minimum distributions beginning the calendar year following the later of retirement or turning age 70½. Rollovers Q12. Are Roth 401(k) account balances eligible for rollover? Yes, if you made designated Roth contributions to another employer s qualified retirement plan, those contributions and accumulated investment earnings are eligible for direct rollover into the 401(k) Savings Plan. If you make a direct rollover of designated Roth contributions into the Plan, your participation for purposes of meeting the 5-year rule needed for qualified distributions will count from January 1 st of the year your first Roth contribution was made to the prior employer s plan. Upon separation of service, your Roth 401(k) balance in the 401(k) Savings Plan may be directly rolled over into another employer s plan that accepts Roth 401(k) rollovers or to a Roth IRA. Once rolled over, your balance will become subject to the tax rules that apply to the employer s plan or IRA, so it s important to understand the advantages and disadvantages of your rollover decision. For Participants in the legacy M&I Retirement Program: Active employees with a balance in the M&I Retirement Program will be given an option to directly rollover that balance into the BMO Harris 401(k) Savings Plan, including any accumulated Roth 401(k) contributions and earnings. If your Roth account is directly rolled over, your participation earned under the M&I Retirement Program will count when determining if the 5-year rule has been satisfied for any new Roth 401(k) contributions you may choose to make to the Plan. Rollovers from the M&I Retirement Program to the BMO Harris 401(k) Savings Plan will only become available to active BMO employees following receipt of IRS approval. A separate communication will provide further details about the various distribution options and when these distributions will become available. Q13. Are Roth IRAs eligible for rollover into Roth 401(k) accounts? No, Roth IRAs may not be rolled into Roth 401(k) accounts in any qualified employer retirement plan. What This Means to You Q14. How will Roth 401(k) contributions affect my take-home pay? Generally, if you make Roth 401(k) contributions in the same amount as your before-tax 401(k) deferrals, your take-home pay will go down. Review the example below to compare the current tax impact for a participant making a 6% before-tax 401(k), deferral or a Roth 401(k) contribution. His/her annual take-home pay goes down by selecting Roth. Please note the assumptions shown in the chart below. The specific impact on your take-home pay will depend on your individual wages, contribution rate, and income tax bracket. Pre-tax 401(k) Roth 401(k) Annual Wages $30,000 $30,000 6% Pre-Tax 401(k) Deferral* -$1,800 $0 Annual Taxable Wages, after Deferrals* $28,200 $30,000 Less Federal Taxes* -$4,230 -$4,500 Roth 401(k) Contribution* $0 -$1,800 Net Annual Wages $23,970 $23,700 * Assumes same contribution amount whether before-tax 401(k) or after-tax Roth 401(k) and 15% federal income tax rate. Impact of exemptions, other tax deductions, and state or local taxes have not been considered in this example. Page 4 of 5

5 Q15. Should I contribute to a Roth 401(k) or a regular before-tax 401(k)? There is no easy answer to this question. The answer will depend on your individual circumstances and there are many factors for you to consider, including: Your current and projected income tax brackets; How much you can afford to save; The length of time until you retire; The timing of any anticipated withdrawals; and The impact of switching from before-tax to after-tax savings on your tax return. The table below summarizes who most likely would benefit from the Roth contribution option. We strongly recommend that you review your tax return and consult your personal tax advisor to determine which contribution option is best for you. Roth 401(k) contributions may be a good idea if you: Expect to be in a higher tax bracket at retirement: If you expect to be in a higher tax bracket in retirement, paying taxes now, rather than in retirement, may be a better option. Are younger: The longer your time horizon, the more time you have to accumulate tax-free earnings using Roth contributions. Want to leave tax-free inheritance: Your beneficiaries may be able to receive your Roth Contribution Account tax-free if you die, so Roth contributions could be a part of your overall estate planning. Have low income: If you are just beginning your career or your income puts you in a relatively low tax bracket, Roth contributions can protect you from paying more in taxes if your income tax bracket is higher in the future. Have high income: If your income level makes you ineligible for a Roth IRA, you can use a Roth 401(k) to get similar tax benefits. Roth 401(k) contributions may NOT be a good idea if you: Expect to be in a lower tax bracket at retirement: If you expect to be in a lower tax bracket after retirement, or if you expect marginal tax rates to decline, regular pre-tax 401(k) savings would probably benefit you more. Have temporarily high income: If your earnings fluctuate significantly (for example, due to bonus or sales-related income), you will likely prefer the upfront tax advantages that regular pre-tax 401(k) savings offer. Receive earned income and/or additional child tax credits: If you are paying no tax today, have children, and qualify for the earned income tax credit (EITC) and additional child credits, participating in the Roth 401(k) could mean losing eligibility for these tax credits and deductions. Because these specific credits offer substantial benefits, they may outweigh those of the Roth contributions. Page 5 of 5