PRELIMINARY Terms Supplement to BMO Harris Disclosure Statement for the Annual Digital Yield Generator Certificates of Deposit due October 31, 2018

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1 TERMS Instrument: CUSIP: Issuer: Term: Underlying Asset(s): PRELIMINARY Terms Supplement to BMO Harris Disclosure Statement for the Annual Digital Yield Generator Certificates of Deposit due October 31, 2018 Annual Digital Yield Generator Certificates of Deposit 05573JE75 BMO Harris Bank N.A. Four (4) years A basket consisting of the common stock of ten (10) publicly traded companies. See the description of Basket below for more information. Payment at Maturity: At maturity, you will receive a cash payment equal to the Deposit Amount plus the Coupon Payment for the final Coupon Payment Date, if any. Trade Date: On or about October 28, 2014 Settlement Date: On or about October 31, 2014 Issue Date: On or about October 31, 2014 Maturity Date: October 31, 2018 (or if not a Business Day then on the next Business Day). Coupon Payment Dates: The 31st of October of each year during the Term of the CD, or if any such day is not a Business Day, the last Business Day of the relevant month, beginning with October 30, 2015 and ending with the Maturity Date. If however, any such scheduled Coupon Payment Date is not a Business Day as scheduled then the next day which is a Business Day shall be the relevant Coupon Payment Date. Each Coupon Payment Date is subject to adjustment as set forth below in the Terms Supplement in the section headed Special Circumstances -- Market Disruption Event. Coupon Determination Dates: Digital Coupon: Coupon Payment: Coupon Rate: Three (3) Business Days prior to each Coupon Payment Date; provided however, notwithstanding the BMO Harris Disclosure Statement, a Coupon Determination Date shall only be postponed from a scheduled Business Day if a Market Disruption Event occurs on such day. A percentage used in the calculation of the Coupon Rate equal to [ ]% per annual period, which corresponds to an annual percentage yield ( APY ) of [ ]%. To be determined by the Issuer on Trade Date. The Coupon Payment on each Coupon Payment Date will equal your Deposit Amount multiplied by the Coupon Rate. The Coupon Rate for each Coupon Payment Date will be equal to the sum of the weighted percentage changes of the Reference Stocks. The weighted percentage change for each Reference Stock will equal (i) the Stock Performance for that Reference Stock on the applicable Coupon Determination Date multiplied by (ii) the applicable Stock Weighting. The Coupon Rate could be, but shall not be less than, 0%. Floor: Stock Return: Stock Performance: See the section headed Calculating the Coupon Rate and the Examples of Coupon Rate Determination below for further information % (per Reference Stock) The Stock Return will equal the following, for each Reference Stock on each Coupon Determination Date: Final Share Price Initial Share Price Initial Share Price The Stock Performance for each Reference Stock on each Coupon Determination Date shall be: (1) If the Stock Return is greater than zero (0%), the Digital Coupon; Page 1

2 Initial Share Price: Final Share Price: Closing Price: Business Day: Basket: (2) if the Stock Return is less than or equal to zero (0%) but greater than the Floor, the Stock Return; or (3) if the Stock Return is less than or equal to the Floor, the Floor. The Initial Share Price will equal, for each Reference Stock, the Closing Price of one share of each Reference Stock on the Trade Date, as set forth in the table below. The Final Share Price will equal, for each Reference Stock, the Closing Price of one share of each Reference Stock on the applicable Coupon Determination Date, in each case subject to postponement in the event of a Market Disruption Event. On any trading day the price per share on the relevant primary exchange of each Reference Stock at the close of the trading day. Any day other than a Saturday, Sunday, legal holiday or day on which banking institutions are authorized or obligated by law or executive order to close in New York City or Chicago, Illinois. The Basket is comprised of the common stock of ten (10) publicly traded companies (each, a Reference Stock and collectively, the Reference Stocks ). The Reference Stocks and their Stock Weighting within the Basket are further described as follows: Reference Stock Stock Ticker Exchange Stock Weighting Initial Share Price* Ford Motor Company F NYSE 1/10 $[ ] McDonald's Corporation MCD NYSE 1/10 $[ ] Altria Group, Inc. MO NYSE 1/10 $[ ] Seagate Technology PLC STX NASDAQ 1/10 $[ ] Potash Corporation of Saskatchewan Inc. POT NYSE 1/10 $[ ] Vodafone Group PLC VOD NASDAQ 1/10 $[ ] Bristol-Myers Squibb Company BMY NYSE 1/10 $[ ] Apple Inc. AAPL NASDAQ 1/10 $[ ] Dollar General Corp. DG NYSE 1/10 $[ ] Walgreen Company WAG NYSE 1/10 $[ ] * The Initial Share Price will be determined on the Trade Date as set forth above. Denomination: $1,000 Minimum Deposit Amount: $1,000 This Terms Supplement should be read in conjunction with the BMO Harris Disclosure Statement and the Trade Confirmation relating to the Certificates of Deposit (the CDs ), and supplements the description of the general terms and provisions of the CDs set forth in such BMO Harris Disclosure Statement. Terms not defined in this Terms Supplement are defined in the BMO Harris Disclosure Statement. The BMO Harris Disclosure Statement is the disclosure statement dated as of May 6, 2014 attached to this Term Supplement. The CDs MAY NOT BE APPROPRIATE for every investor. Please refer to the section headed Important Investment Considerations in the BMO Harris Disclosure Statement and Selected Risk Considerations in this terms supplement for a discussion of the risks involved with an investment in the CDs. The CDs are deposit obligations of the Issuer and are insured by the FDIC up to applicable limits set by federal law and regulation. For purposes of FDIC insurance coverage, any interest on the CDs will not accrue, if at all, until each Coupon Determination Date and, therefore, any accrued interest will not be insured if the Issuer fails before any Coupon Determination Date. See the section titled Deposit Insurance: General in the BMO Harris Disclosure Statement. Page 2

3 GENERAL INFORMATION AND RISKS REGARDING THE REFERENCE STOCKS No Affiliation with the Reference Stock Companies The Issuer is not affiliated with the Reference Stock companies. The Issuer has no responsibility for the adequacy of the information about the Reference Stock companies contained in this Terms Supplement. You should make your own investigation into the Reference Stocks and their companies. The Issuer is not responsible for the Reference Stock companies public disclosure of information, whether contained in Securities Exchange Commission ( SEC ) filings or otherwise. No Ownership Rights in the Reference Stocks As a holder of the CDs, you will not have ownership interest or rights in any of the Reference Stocks, such as voting rights or dividend payments. In addition, the Reference Stock companies will not have any obligation to consider your interests as a holder of the CDs in taking any corporate action that might affect the value of the relevant Reference Stock and the CDs. Correlation of Performances Among the Reference Stocks Performances among the Reference Stocks may become highly correlated from time to time during the term of the CDs, including, but not limited to, a period in which there is a substantial decline in the primary securities markets for the Reference Stocks. High correlation during periods of negative returns among the Reference Stocks could cause the Coupon Payments to be zero. Public Information All information contained herein on the Reference Stocks and on the Reference Stock companies is derived from publicly available sources and is provided for information purposes only. Companies with securities registered under the Securities Exchange Act of 1934, as amended (the Exchange Act ), are required to periodically file certain financial and other information specified by the SEC. Information provided to or filed with the SEC by a Reference Stock company pursuant to the Exchange Act can be located by reference to each ticker symbol provided below and can be accessed through The Issuer makes no representation that these publicly available documents are accurate or complete. Page 3

4 THE REFERENCE STOCKS The price graph for each Reference Stock is provided for information purposes only. You should not take the historical performance of a Reference Stock as an indication of its future performance, which may be better or worse than the prices set forth below. Ford Motor Company Ford Motor Company designs, manufactures, and services cars and trucks. The company also provides vehicle-related financing, leasing, and insurance through its subsidiary. Its common shares are traded on the New York Stock Exchange under the symbol F. Ford Motor Company (Ticker: F) as of September 25, 2014 McDonald's Corporation McDonald's Corporation franchises and operates fast-food restaurants in the global restaurant industry. The company's restaurants serve a variety of value-priced menu products in countries around the world. Its common shares are traded on the New York Stock Exchange under the symbol MCD. McDonald's Corporation (Ticker: MCD) as of September 25, 2014 Page 4

5 Altria Group, Inc. Altria Group, Inc. is a holding company. The company, through subsidiaries, manufactures and sells cigarettes and other tobacco products, including cigars and pipe tobacco. The company holds an interest in a brewery company. Its common shares are traded on the New York Stock Exchange under the symbol MO. Altria Group, Inc. (Ticker: MO) as of September 25, 2014 Seagate Technology PLC Seagate Technology PLC designs, manufactures, and markets hard disk drives for enterprise applications, client compute applications, client non-compute applications, personal data backup systems, portable external storage systems and digital media systems. The company also provides data storage services for businesses, including online backup, data protection and recovery solutions. Its common shares are traded on the NASDAQ Global Select Market under the symbol STX. Seagate Technology PLC (Ticker: STX) as of September 25, 2014 Page 5

6 Potash Corporation of Saskatchewan Inc. Potash Corporation of Saskatchewan Inc. produces potash, phosphate, and nitrogen to the agricultural and industrial industries worldwide. The company conducts operations in Canada, Chile, the United States, Brazil, and Trinidad. Its common shares are traded on the New York Stock Exchange under the symbol POT. Potash Corporation of Saskatchewan Inc. (Ticker: POT) as of September 25, 2014 Vodafone Group PLC Vodafone Group Plc provides a range of mobile telecommunications services, including voice and data communications. The company has equity interests in 28 countries and partner networks in a further 7 countries with almost all the group's mobile subsidiaries operating principally under the brand name Vodafone. In the United States their associated undertaking operates as Verizon Wireless. Its common shares are traded on the NASDAQ Global Select Market under the symbol VOD. Vodafone Group PLC (Ticker: VOD) as of September 25, 2014 Page 6

7 Bristol-Myers Squibb Company Bristol-Myers Squibb Company is a global biopharmaceutical company. The company develops, licenses, manufactures, markets, and sells pharmaceutical and nutritional products. The company s products and experimental therapies address cancer, heart disease, HIV/AIDS, diabetes, rheumatoid arthritis, hepatitis, organ transplant rejection, and psychiatric disorders. Its common shares are traded on the New York Stock Exchange under the symbol BMY. Bristol-Myers Squibb Company (Ticker: BMY) as of September 25, 2014 Apple Inc. Apple Inc. designs, manufactures, and markets personal computers and related personal computing and mobile communication devices along with a variety of related software, services, peripherals, and networking solutions. The company sells its products worldwide through its online stores, its retail stores, its direct sales force, third-party wholesalers, and resellers. Its common shares are traded on the NASDAQ Global Select Market under the symbol AAPL. Apple Inc. (Ticker: AAPL) as of September 25, 2014 Page 7

8 Dollar General Corp. Dollar General Corp. operates a chain of discount retail stores located primarily in the southern, southwestern, midwestern and eastern United States. The company offers a broad selection of merchandise, including consumable products such as food, paper and cleaning products, health and beauty products and pet supplies, and non-consumable products such as seasonal merchandise. Its common shares are traded on the New York Stock Exchange under the symbol DG. Dollar General Corp. (Ticker: DG) as of September 25, 2014 Walgreen Company Walgreen Company operates retail drugstores that offer a wide variety of prescription and non-prescription drugs as well as general goods. The company operates stores in the United States, the District of Columbia, Puerto Rico and Guam. The company also offers health services, including primary and acute care, wellness, pharmacy and disease management services and health and fitness. Its common shares are traded on the New York Stock Exchange under the symbol WAG. Walgreen Company (Ticker: WAG) as of September 25, 2014 Page 8

9 SELECTED PURCHASE CONSIDERATIONS Principal Protection You will receive 100% of your Deposit Amount if you hold the CD to maturity, regardless of the performance of the Reference Stocks, subject to FDIC insurance limits as further described in the BMO Harris Disclosure Statement. Coupon Payments The CDs provide you the potential to earn Coupon Payments with a variable Coupon Rate that will not be less than 0% or greater than the Digital Coupon. Each Coupon Payment will be equal to the Deposit Amount multiplied by the Coupon Rate for the applicable Coupon Payment Date. The Coupon Rate for each Coupon Payment Date will equal the sum of the weighted percentage changes of the Reference Stocks. The weighted percentage change for each Reference Stock will equal (i) the Stock Performance for that Reference Stock on the applicable Coupon Determination Date multiplied by (ii) the applicable Stock Weighting. The Coupon Rate shall not be less than 0%. The Stock Performance for each Reference Stock on each Coupon Determination Date will be equal to (A) the Digital Coupon, if the Closing Price of such Reference Stock on such Coupon Determination Date has any appreciation from the Trade Date, or (B) the Stock Return for such Reference Stock, if the Stock Return of such Reference Stock on such Coupon Determination Date is zero or negative but not less than the Floor, or (C) the Floor, if the Stock Return of such Reference Stock on such Coupon Determination Date is less than or equal to the Floor. Thus, you will receive a Coupon Payment on a Coupon Payment Date only if the weighted average of the Stock Performances is positive on the relevant Coupon Determination Date. Each Coupon Payment will be determined by the Calculation Agent, which is an affiliate of the Issuer. The Coupon Rate is Linked to the Basket of ten (10) Reference Stocks The Coupon Rate on the CDs is linked to the performance (i.e., the change in share price) of the Basket of ten (10) Reference Stocks, which are discussed above. Annual Percentage Yield (APY): The interest rate on the CD is based on the returns on the Reference Stocks and the interest rate and APY may change. The interest rate will not exceed the Digital Coupon nor be less than zero for each Coupon Payment Date. Interest is not compounded. Early Withdrawal Early withdrawal of a CD will be permitted only in the event of death or the adjudication of incompetence of the owner of the CD. In the event of early withdrawal, BCMC (as defined below) will endeavor to obtain funds for you as soon as possible. BCMC will not advance funds in connection with early withdrawals and can give no assurances that payment pursuant to early withdrawals will be made by a specified date. The Issuer or BCMC may require documentation evidencing the death or adjudication of incompetence of the owner of the CD. No interest (Coupon Payment) will be paid in the event of early withdrawal. As discussed under the sections headed Secondary Market below and in the BMO Harris Disclosure Statement, a secondary market may be available in which you can sell your CD prior to maturity. Calculation Agent The Calculation Agent is BMO Capital Markets Corp. ( BCMC ), an affiliate of the Issuer. Secondary Market BCMC or one of its affiliates, though not obligated to do so, may maintain a secondary market in the CDs after the Settlement Date. Page 9

10 FEDERAL INCOME TAX CONSIDERATIONS To ensure compliance with U.S. Treasury Department Circular 230, you are hereby notified that: (A) any discussion of U.S. federal tax issues in this Terms Supplement is not intended or written to be relied upon and cannot be relied upon by you for the purpose of avoiding penalties that may be imposed on you under the Internal Revenue Code; (B) this discussion is included herein by us in connection with the promotion or marketing (within the meaning of Circular 230) by us of the transactions or matters addressed in this Terms Supplement; and (C) you should seek advice based on your particular circumstances from an independent tax advisor. Set forth below is a summary of certain U.S. federal income tax considerations relating to an investment in the CDs by a United States holder (as defined in the BMO Harris Disclosure Statement). The following summary is not complete and is qualified in its entirety by the discussion under the section entitled Federal Income Tax Considerations of the BMO Harris Disclosure Statement, which you should carefully review prior to investing in the CDs. Capitalized terms used and not defined herein have the meanings ascribed to them in the BMO Harris Disclosure Statement. There are no statutory provisions, regulations, published rulings, or judicial decisions addressing the characterization, for U.S. federal income tax purposes, of the CDs or other instruments with terms substantially the same as the CDs. For purposes of the discussion under the section entitled Federal Income Tax Considerations of the BMO Harris Disclosure Statement, we intend to treat the CDs as variable rate debt instruments for U.S. federal income tax purposes, and the balance of this discussion assumes that this characterization is proper and will be respected. Under this characterization, interest on a CD generally will be included in your income as ordinary income at the time it is accrued or is received in accordance with your regular method of accounting for U.S. federal income tax purposes. For accrual method United States holders, the accrual is generally determined by constructing a fixed rate debt instrument assuming that the variable rate is a fixed rate equal to a fixed rate that reflects the yield that is reasonably expected for the CD and making appropriate adjustments for interest allocable to an accrual period when interest is actually paid. Upon the sale or maturity of a CD that is properly characterized as a variable rate debt instrument, you will recognize gain or loss equal to the difference between the amount realized upon the sale or maturity (except to the extent attributable to accrued but unpaid interest) and your adjusted tax basis in the CD. Your adjusted tax basis in a CD generally will be your cost of the CD. Gain or loss realized on the sale or maturity of a CD generally will be capital gain or loss and will be long-term capital gain or loss if the CD has been held for more than one year. The deductibility of capital losses is subject to limitations. Because there are no statutory provisions, regulations, published rulings or judicial decisions addressing the characterization for U.S. federal income tax purposes of the CDs, other characterizations and treatments are possible. As a result, the timing and character of income in respect of the CDs might differ from the treatment described above. For example, the CDs may be treated as contingent payment debt instruments for U.S. federal income tax purposes, subject to taxation under the noncontingent bond method, as described in the discussion under the section entitled Federal Income Tax Considerations United States Holders Contingent Payment Debt Instruments in the BMO Harris Disclosure Statement. You should carefully consider the discussion of all potential tax consequences as set forth in the BMO Harris Disclosure Statement. You should consult your own tax advisor concerning the U.S. federal income tax consequences to you of acquiring, owning, and disposing of the CDs, as well as any tax consequences arising under the laws of any state, local, foreign, or other tax jurisdiction and the possible effects of changes in U.S. federal or other tax laws. See the discussion under the section entitled Federal Income Tax Considerations in the BMO Harris Disclosure Statement. Page 10

11 SELECTED RISK CONSIDERATIONS You May Not Receive Coupon Payments on Your CDs Your only return on the CDs will be the Coupon Payments, if any, that may be paid annually over the term of the CDs. If the Closing Price of one or more of the Reference Stocks declines from the Trade Date to the applicable Coupon Determination Date, this will result in a negative Stock Return for any such Reference Stock, and any such negative Stock Return(s) subject to the Floor, will offset, in some instances entirely, the positive contribution to the Coupon Rate from any Reference Stocks that have positive Stock Returns (subject to the Digital Coupon which acts as a cap), resulting in a reduction in the Coupon Rate. In the event that negative Stock Returns, subject to the Floor, entirely offset any positive Stock Returns, subject to the Digital Coupon, the Coupon Rate will be equal to 0% and you will receive no Coupon Payment on the applicable Coupon Payment Date. If the Coupon Rate is determined to be 0% for each of the Coupon Payment Dates, you will not receive any Coupon Payments during the term of the CD. However, you will receive 100% of your Deposit Amount at maturity, subject to FDIC insurance limits as further described in the BMO Harris Disclosure Statement, regardless of whether you receive any Coupon Payments. Limited Return on the CDs The amount of each Coupon Payment, if any, is limited to the Digital Coupon, which acts as a cap on maximum potential payout. On each Coupon Determination Date, even if one or more of the Stock Returns is greater than the Digital Coupon the Coupon Rate will not exceed the Digital Coupon. Accordingly, each Coupon Payment may be limited despite the greater actual appreciation in the Closing Prices of the Reference Stocks, which may be significant. Changes in the Closing Prices of the Reference Stocks May Offset Each Other Your return on the CDs is linked to a Basket of ten (10) Reference Stocks. The respective prices of each of the Reference Stocks fluctuate such that when the Stock Returns for each of the Reference Stocks are determined on any Coupon Determination Date, such fluctuations in price may not correlate with each other. The Closing Price of one or more Reference Stocks on a Coupon Determination Date may have increased, while the Closing Price of one or more other Reference Stocks on the same Coupon Determination Date may have decreased or not increased as much as other Reference Stocks. Thus, when the Coupon Rate is calculated for any Coupon Payment Date, the effect of appreciation in the Closing Price of one or more Reference Stocks on the Coupon Determination Date, may be offset in part or in full by the effect of depreciation in the Final Share Price of one or more other Reference Stocks on the same Coupon Determination Date. There is no assurance that the Closing Price for any Reference Stock will be higher than its Initial Share Price on any Coupon Determination Date. Economic and Market Factors Will Influence the Value of the CDs In addition to the Closing Price of the Reference Stock on any Coupon Determination Date, the value of the CDs will be affected by a number of economic and market factors that may also offset or magnify each other, including: General volatility of the prices of the Reference Stocks Time to maturity of the CDs Dividends paid on the Reference Stocks Correlation of performances (price increases or decreases) of the Reference Stocks General interest and yield rates in the market Other economic, financial, political, regulatory, or judicial events Certain events affecting one or more Reference Stock companies, including a merger or acquisition Creditworthiness of the Issuer, including actual or anticipated downgrades in its credit ratings Page 11

12 Certain Adjustments by the Calculation Agent The Calculation Agent may make adjustments with respect to one or more Reference Stocks comprising the Basket upon any occurrence, as applicable, of a Potential Adjustment Event, a Merger Event and Tender Offer, a Substitution Event, or a Market Disruption Event, each as discussed in greater detail under the heading Special Circumstances below. However, the Calculation Agent will not make an adjustment in response to all events that could affect the value of the Reference Stocks. If an event occurs that does not require the Calculation Agent to make an adjustment to one or more Reference Stocks, the value of the CDs may be materially and adversely affected. See Special Circumstances below for further information. SPECIAL CIRCUMSTANCES Determinations of the Calculation Agent. All calculations and determinations in respect of the CDs made by the Calculation Agent will, absent manifest error, be final and binding on the Issuer and the holders of the CDs. The Calculation Agent will not be responsible for its errors or omissions if made in good faith, except in the case of its gross negligence or willful misconduct. Potential Adjustment Event Following the declaration by a Reference Stock company of the terms of any Potential Adjustment Event (as defined below) in respect of any Reference Stock company that is in the Basket at the time of such declaration, the Calculation Agent, acting in its sole and absolute discretion, will determine whether such Potential Adjustment Event has a diluting or concentrative effect on the theoretical value of the relevant Reference Stock and, if so, will (i) make the corresponding adjustments, if any, to any one or more of the Initial Share Price of such Reference Stock, the formula for calculating the Stock Return or Stock Performance of such Reference Stock, or any other component or variable relevant to the determination of the Coupon Rate as the Calculation Agent, acting in its sole and absolute discretion, determines appropriate to account for the diluting or concentrative effect and (ii) determine the effective date of the adjustments. The Calculation Agent may, but need not, determine any appropriate adjustments by reference to the adjustments in respect of such Potential Adjustment Event made by an options exchange to options on the relevant Reference Stock traded on such options exchange. Unless expressly provided below, the Calculation Agent will make no adjustment in respect of any distribution of cash. Potential Adjustment Event means, in respect of a Reference Stock, the occurrence of any of the following events, as determined by the Calculation Agent, acting in its sole and absolute discretion: (a) a subdivision, consolidation or reclassification of relevant Reference Stocks (unless resulting in a Merger Event), or a free distribution or dividend of any such Reference Stocks to existing holders by way of bonus, capitalization or similar issue; (b) a distribution, issue or dividend to existing holders of the relevant Reference Stocks of (i) such Reference Stocks, or (ii) other share capital or securities granting the right to payment of dividends, distributions and/or the proceeds of liquidation of the applicable company equally or proportionately with such payments to holders of such Reference Stocks, or (iii) share capital or other securities of another company acquired or owned (directly or indirectly) by the applicable company as a result of a spin-off or other similar transaction, or (iv) any other type of securities, rights or warrants or other assets, in any case for payment (cash or other consideration) at less than the prevailing market price as determined by Calculation Agent; (c) an extraordinary dividend or distribution in respect of such Reference Stocks (where the characterization of a dividend or distribution as extraordinary will be determined by Calculation Agent); (d) a call by the applicable company in respect of the relevant Reference Stocks that are not fully paid; (e) a repurchase by the applicable Reference Stock company or any of its subsidiaries of the relevant Reference Stock whether out of profits or capital and whether the consideration for such repurchase is cash, securities or a combination of cash and securities (other than a repurchase which constitutes a Tender Offer (as defined below); Page 12

13 (f) in respect of the applicable Reference Stock company, an event that results in any shareholder or unitholder rights, as applicable, being distributed or becoming separated from units, common shares or other securities of the capital stock of such Reference Stock company pursuant to a shareholder or unitholder rights plan or arrangement directed against hostile takeovers that provides upon the occurrence of certain events for a distribution of preferred shares, warrants, debt instruments or share or unit rights at a price below their market value, as determined by Calculation Agent, provided that any adjustment effected as a result of such an event will be readjusted upon any redemption or exercise of such rights; or (g) Stocks. any other event that may have a diluting or concentrative effect on the theoretical value of the relevant Reference Merger Event and Tender Offer On or after a Merger Date or Tender Offer Date (each as defined below), the Calculation Agent (i) will (A) make adjustment(s), if any, to any one or more of the Initial Share Price of the relevant Reference Stock, the formula for calculating the Stock Return or Stock Performance of such Reference Stock, or any other component or variable relevant to the determination of the Coupon Rate as the Calculation Agent, acting in its sole discretion, determines appropriate to account for the economic effect on the CDs of the relevant Merger Event or Tender Offer, which may, but need not, be determined by reference to the adjustments made in respect of such Merger Event or Tender Offer by an options exchange to options on the relevant Reference Stock traded on such options exchange and (B) determine the effective date of the adjustments, or (ii) if the Calculation Agent determines that no adjustments that it could make under (i) will produce a commercially reasonable result, may deem the relevant Merger Event or Tender Offer to be a Substitution Event subject to the provisions of Substitution Event below. Merger Event means, in respect of a Reference Stock, any (i) reclassification, reorganization, consolidation or change of the relevant Reference Stocks that results in a transfer of or an irrevocable commitment to transfer all of such Reference Stocks outstanding to another entity or person, (ii) statutory arrangement, consolidation, amalgamation, merger or binding security exchange of the relevant Reference Stock company with or into another entity or person (other than a statutory arrangement, consolidation, amalgamation, merger or binding security exchange in which such company is the continuing entity and which does not result in a reclassification, reorganization, consolidation or change of all of such Reference Stocks outstanding), (iii) takeover bid (within the meaning of applicable securities laws), tender offer, exchange offer, solicitation, proposal or other event by any entity or person to purchase or otherwise obtain 100% of the outstanding Reference Stocks of such Reference Stock company that results in a transfer of or an irrevocable commitment to transfer all such Reference Stocks (other than such Reference Stocks owned or controlled by such other entity or person), (iv) statutory arrangement, consolidation, amalgamation, merger or binding security exchange of such company or its subsidiaries with or into another entity in which such Reference Stock company is the continuing entity and which does not result in a reclassification, reorganization, consolidation or change of all such Reference Stocks outstanding but results in the outstanding Reference Stocks (other than Reference Stocks owned or controlled by such other entity) immediately prior to such event collectively representing less than 50% of the outstanding Reference Stocks immediately following such event (commonly referred to as a reverse merger ), or (v) sale of all or substantially all assets of the Reference Stock company (or any lease, long term supply agreement or other arrangement having the same economic effect as a sale of all or substantially all assets in the Reference Stock company) in each case if the Merger Date is on or before the date on which the return of such Reference Stock is determined. Merger Date means the closing date of a Merger Event or, where a closing date cannot be determined under the local law applicable to such Merger Event, such other date as determined by the Calculation Agent. Tender Offer means, in respect of a Reference Stock, a takeover bid (within the meaning of applicable securities laws), tender offer, exchange offer, solicitation, proposal or other event by any entity or person (including, for greater certainty, an issuer bid) that results in such entity or person purchasing, or otherwise obtaining or having the right to obtain, by conversion or other means, greater than 10% and less than 100% of the outstanding relevant Reference Stocks of the applicable Reference Stock company, as determined by the Calculation Agent, based upon the making of filings with governmental or self-regulatory agencies or such other information as the Calculation Agent deems relevant. Page 13

14 Tender Offer Date means, in respect of a Tender Offer, the date on which the relevant Reference Stocks in the amount of the applicable percentage threshold are actually purchased or otherwise obtained (as determined by the Calculation Agent). Substitution Event Upon the Calculation Agent becoming aware of the occurrence of a Substitution Event (as defined below) in respect of one or more Reference Stocks in the Basket (the Substituted Reference Stock ), the following will apply, effective on a date (the Substitution Date ) as determined by the Calculation Agent, acting in its sole and absolute discretion: apply; (a) any adjustments set out in Potential Adjustment Event above in respect of such Reference Stock will not (b) the Calculation Agent may choose (in its sole and absolute discretion) a new stock (the Alternate Reference Stock ) of a company listed on a major exchange or market quotation system as a substitute for such Substituted Reference Stock; (c) such Substituted Reference Stock will be deleted from the Basket and will not be considered as a Reference Stock for purposes of determining the Coupon Rate on or after the Substitution Date; (d) the Alternate Reference Stock will be a Reference Stock in the Basket, and the Alternate Reference Stock will be the Reference Stock company in respect of such Alternate Reference Stock, and the primary exchange or market quotation system on which such Alternate Reference Stock is listed will be the exchange in respect of such Alternate Reference Stock; and (e) the Calculation Agent, acting in its sole and absolute discretion, will determine the Initial Share Price of such Alternate Reference Stock by taking into account all relevant market circumstances, including the Initial Share Price of such Substituted Reference Stock and the closing share price or estimated value on the Substitution Date of the Substituted Reference Stock and the closing share price on the Substitution Date of the Alternate Reference Stock, and will make adjustments, if any, to any one or more of the formula for calculating the return of such Alternate Reference Stock, or any other component or variable relevant to the determination of the Coupon Rate as the Calculation Agent, acting in its sole and absolute discretion, determines appropriate to account for the economic effect on the CDs of the relevant Substitution Event (including adjustments to account for changes in volatility, expected dividends or distributions, stock loan rate or liquidity relevant to the applicable substitution). Upon choosing an Alternate Reference Stock, the Calculation Agent will promptly give details of such substitution and brief details of the Substitution Event to Holders of the CDs. For greater certainty, the Alternate Reference Stock chosen by the Calculation Agent may be any stock, including any stock of a company that was the continuing entity in respect of a Merger Event. The Calculation Agent may decide not to choose an Alternate Reference Stock as a substitute for a Substituted Reference Stock if the Calculation Agent, acting in its sole and absolute discretion, determines that there are no appropriate stocks listed on a major exchange or market quotation system which offer sufficient liquidity in order for a party to acquire, place, establish, re-establish, substitute, maintain, modify or unwind or dispose of any hedge transaction in respect of such Reference Stock or to realize, recover or remit the proceeds of any such hedge transaction. Substitution Event means, in respect of a Reference Stock, any Reference Stock Company Event, Nationalization, Insolvency or Delisting in respect of such Reference Stock, or any Merger Event or Tender Offer in respect of such Reference Stock that is deemed by the Calculation Agent to be a Substitution Event, in its sole discretion, or the occurrence and continuation for at least four consecutive applicable Exchange Days of a Market Disruption Event (as defined below) in respect of such Reference Stock. Page 14

15 Reference Stock Company Event means, in respect of a Reference Stock, any one or more events, as a result of which, (i) a significant portion of the securities of the applicable Reference Stock company are eliminated or materially varied, (ii) all or a significant portion of the property of the applicable Reference Stock company ceases to be owned by the Reference Stock company, or (iii) the applicable Reference Stock company becomes two or more entities (one of which may be the Reference Stock company), including as a result of a split or division of the Reference Stock company. Nationalization means, in respect of a Reference Stock, that all or substantially all such Reference Stock or all or substantially all the assets of the applicable Reference Stock company are nationalized, expropriated or otherwise required to be transferred to any governmental agency, authority or entity. Insolvency means, in respect of a Reference Stock, that by reason of the voluntary or involuntary liquidation, bankruptcy, insolvency, dissolution or winding-up of or any analogous proceeding affecting the applicable Reference Stock company, (i) all the relevant Reference Stocks of such Reference Stock company are required to be transferred to a trustee, liquidator or other similar official or (ii) holders of the Reference Stock of such Reference Stock company become legally prohibited from transferring them. Delisting means, in respect of a Reference Stock, that the relevant primary exchange announces that pursuant to the rules of such exchange, the Reference Stock ceases (or will cease) to be listed, traded or publicly quoted on such exchange for any reason (other than a Merger Event or Tender Offer) and are not immediately re-listed, re-traded or re-quoted on an exchange or quotation system located in the same country as such exchange. Market Disruption Event If the Calculation Agent, acting in its sole and absolute discretion, determines that a Market Disruption Event (as defined below) in respect of a Reference Stock has occurred and is continuing on any day that but for that event would be a Coupon Determination Date in respect of such Reference Stock, then the applicable Coupon Rate will be calculated (and the applicable Final Share Price will be determined) on the basis that such Coupon Determination Date will be postponed to the next Business Day on which there is no Market Disruption Event in effect in respect of such Reference Stock. However, there will be a limit for postponement of any Coupon Determination Date. If on the fourth Business Day following the date originally scheduled as a Coupon Determination Date, such Coupon Determination Date has not occurred, then despite the occurrence of any Market Disruption Event in respect of such Reference Stock on or after such fourth Business Day: (i) such fourth Business Day will be the Coupon Determination Date in respect of such Reference Stock, and (ii) where on that fourth Business Day a Market Disruption Event in respect of such Reference Stock has occurred and is continuing, then the Closing Price of such Reference Stock for such Coupon Determination Date used for determining the relevant value of such Reference Stock in the calculation of the Coupon Rate will be a value equal to the Calculation Agent s estimate of the Final Share Price of such Reference Stock as at such Coupon Determination Date reasonably taking into account all relevant market circumstances. A Market Disruption Event may delay the determination of the Stock Performance or Stock Return of a Reference Stock and consequently the calculation of the Coupon Payment that may be payable. Where there has been a Market Disruption Event, payment of the applicable Coupon Payment on a Coupon Payment Date will be made on the third Business Day after the Stock Performance or Stock Returns of all Reference Stocks used in the calculation of the Coupon Rate have been determined. In such event, the Maturity Date will also be postponed by the same number of days for which the Interest Payment Date is postponed. Market Disruption Event means, in respect of a Reference Stock, any bona fide event, circumstance or cause (whether or not reasonably foreseeable) beyond the reasonable control of the Issuer or any person that does not deal at arm's Page 15

16 length with the Issuer which has or will have a material adverse effect on the ability of a party to acquire, place, establish, reestablish, substitute, maintain, modify or unwind or dispose of any hedge transaction in respect of such Reference Stock or to realize, recover or remit the proceeds of any such hedge transaction. A Market Disruption Event may include, without limitation, any of the following events: (a) any suspension of or limitation imposed on trading by the relevant exchange or otherwise and whether by reason of movements in price exceeding limits permitted by the relevant exchange or otherwise (i) relating to the Reference Stocks on the exchange(s), or (ii) in futures or options contracts or futures contracts relating to the relevant Reference Stocks on any relevant exchange; (b) the closure ( Early Closure ) on any Business Day of the relevant exchange(s) or after it has opened for trading but prior to its scheduled closing time unless such earlier closing time is announced by such exchange(s) at least one hour prior to the earlier of (i) the actual closing time for the regular trading session on such exchange(s) on such Business Day and (ii) the submission deadline for orders to be entered into the exchange system for execution at the close of trading on such Business Day; (c) any event (other than an Early Closure) that disrupts or impairs (as determined by the Calculation Agent) the ability of market participants in general (i) to effect transactions in, or obtain market values for, the Reference Stocks on the relevant exchange(s), or (ii) to effect transactions in, or obtain market values for, futures or options contracts relating to the Reference Stocks on any relevant exchange; (d) the failure on any Business Day of the relevant exchange(s) of the relevant Reference Stocks to open for trading during its regular trading session; (e) the adoption, change, enactment, publication, decree or other promulgation of any statute, regulation, rule or notice, howsoever described, or order of any court or other governmental authority, or issuance of any directive or promulgation of, or any change in the interpretation, whether formal or informal, by any court, tribunal, regulatory authority or similar administrative or judicial body of any law, order, regulation, decree or notice, howsoever described, after such date or as a result of any other event which has or would have a material adverse effect on a security holder of an Reference Stock company or in respect of any hedge transaction established in connection with a Reference Stock; (f) the taking of any action by any governmental, administrative, legislative or judicial authority or power of the United States or any other country, or any political subdivision thereof, which has a material adverse effect on the financial markets of the United States or a country in which any applicable exchange is located; (g) any outbreak or escalation of hostilities or other national or international calamity or crisis (including, without limitation, natural calamities) which has or would have a material adverse effect on the ability of the Issuer to perform its obligations under the CDs or for a party generally to acquire, place, establish, re-establish, substitute, maintain, modify or unwind or dispose of any hedge transaction in respect of such Reference Stock or to realize, recover or remit the proceeds of any such hedge transaction in respect of such Reference Stock or has or would have a material adverse effect on the United States economy or the trading of securities generally on any relevant exchange; or (h) an increase in the cost of acquiring, placing, establishing, re-establishing, substituting, maintaining, modifying unwinding or disposing of any hedging transaction in connection with a Reference Stock or in the cost of realizing, recovering or remitting the proceeds of any such hedging transaction. Page 16

17 CALCULATING THE COUPON RATE AND EXAMPLES OF COUPON RATE DETERMINATION Calculating the Interest A Coupon Payment, if any, on the CDs will be paid on each Coupon Payment Date. In addition to a Coupon Payment, if any, at maturity you will also receive your Deposit Amount. The Coupon Payment on the CDs will be determined by multiplying the Deposit Amount by the Coupon Rate which is the weighted average of the Stock Performances of all Reference Stocks on the applicable Coupon Determination Date, provided that (a) no Coupon Rate shall be less than 0% and (b) each Coupon Rate shall be limited to the Digital Coupon. Examples of Interest Determination The examples set out below are included for illustration purposes only. The Reference Stocks used for purposes of these examples are hypothetical, as are the Initial Share Prices and Final Share Prices used on each Coupon Determination Date in the table below. These hypothetical prices are not estimates or forecasts of the Initial Share Prices or Final Share Prices for any Reference Stock in the Basket, and none of them will be used to determine the Coupon Payments that you may receive on these CDs. All examples assume that a customer has purchased a CD with a Deposit Amount of $1,000 and that no Market Disruption Event has occurred. As demonstrated by some of the examples below, the possibility exists that you may not earn a Coupon Payment on your CDs on one or more Coupon Payment Dates. For the four examples that follow, the below grid will be used in determining the hypothetical Coupon Rate for each annual Coupon Determination Date ( CDD ). All examples below use a hypothetical Digital Coupon of 4.00% per annual period (corresponding to an APY of 4.00%) and a Floor of %. Reference Initial Share 1st CDD 2nd CDD 3rd CDD 4th CDD Stock Price 1 $ $ $86.00 $ $ $ $ $95.00 $ $ $ $ $86.00 $ $ $ $ $99.00 $ $ $ $ $98.00 $ $ $ $ $93.00 $ $ $ $ $95.00 $ $ $ $ $92.00 $ $ $ $ $98.00 $ $ $ $ $98.00 $ $98.50 Page 17

18 Example #1: In this hypothetical example, the Stock Return for each of the Reference Stocks is positive and exceeds the Digital Coupon of 4.00%. Notwithstanding, however, each Reference Stock is given a Stock Performance equal to the Digital Coupon. Since the weighted average of the Stock Performances is 4.00%, a Coupon Rate of 4.00% (corresponding to an APY of 4.00%) will be assigned for this Coupon Determination Date. Therefore, the Coupon Payment on the applicable Coupon Payment Date would be $40.00 based on a Deposit Amount of $1, Reference Stock Initial Share Price 1st CDD Stock Return Stock Performance Stock Performance x Stock Weighting Stock 1 $ $ % 4.00% 0.40% Stock 2 $ $ % 4.00% 0.40% Stock 3 $ $ % 4.00% 0.40% Stock 4 $ $ % 4.00% 0.40% Stock 5 $ $ % 4.00% 0.40% Stock 6 $ $ % 4.00% 0.40% Stock 7 $ $ % 4.00% 0.40% Stock 8 $ $ % 4.00% 0.40% Stock 9 $ $ % 4.00% 0.40% Stock 10 $ $ % 4.00% 0.40% Weighted Average Stock Performance: 4.00% Coupon Rate: 4.00% APY: 4.00% Example #2: In this hypothetical example, all of the Reference Stocks had negative Stock Returns and were given a negative Stock Performance equal to their actual performance. Since the weighted average of the Stock Performances is less than zero, a Coupon Rate of 0.00% (corresponding to an APY of 0.00%) will be assigned for this Coupon Determination Date. Therefore, the Coupon Payment on the applicable Coupon Payment Date would be $0.00 based on a Deposit Amount of $1, Reference Stock Initial Share Price 2nd CDD Stock Return Stock Performance Stock Performance x Stock Weighting Stock 1 $ $ % % -1.40% Stock 2 $ $ % -5.00% -0.50% Stock 3 $ $ % % -1.40% Stock 4 $ $ % -1.00% -0.10% Stock 5 $ $ % -2.00% -0.20% Stock 6 $ $ % -7.00% -0.70% Stock 7 $ $ % -5.00% -0.50% Stock 8 $ $ % -8.00% -0.80% Stock 9 $ $ % -2.00% -0.20% Stock 10 $ $ % -2.00% -0.20% Weighted Average Stock Performance: -6.00% Coupon Rate: 0.00% APY: 0.00% Page 18

19 Example #3: In this hypothetical example, the Stock Return for each of the Reference Stocks is positive but less than the Digital Coupon of 4.00%. Nevertheless, each Reference Stock is given a Stock Performance equal to the Digital Coupon. Since the weighted average of the Stock Performances is 4.00%, a Coupon Rate of 4.00% (corresponding to an APY of 4.00%) will be assigned for this Coupon Determination Date. Therefore, the Coupon Payment on the applicable Coupon Payment Date would be $40.00 based on a Deposit Amount of $1, Reference Stock Initial Share Price 3rd CDD Stock Return Stock Performance Stock Performance x Stock Weighting Stock 1 $ $ % 4.00% 0.40% Stock 2 $ $ % 4.00% 0.40% Stock 3 $ $ % 4.00% 0.40% Stock 4 $ $ % 4.00% 0.40% Stock 5 $ $ % 4.00% 0.40% Stock 6 $ $ % 4.00% 0.40% Stock 7 $ $ % 4.00% 0.40% Stock 8 $ $ % 4.00% 0.40% Stock 9 $ $ % 4.00% 0.40% Stock 10 $ $ % 4.00% 0.40% Weighted Average Stock Performance: 4.00% Coupon Rate: 4.00% APY: 4.00% Example #4: In this hypothetical example, the Stock Return for the Reference Stocks is varied. Since the weighted average of the Stock Performances is -0.01%, a Coupon Rate of 0.00% (corresponding to an APY of 0.00%) will be assigned for this Coupon Determination Date. Therefore, the Coupon Payment on the applicable Coupon Payment Date would be $0.00 based on a Deposit Amount of $1, Reference Stock Initial Share Price 4th CDD Stock Return Stock Performance Stock Performance x Stock Weighting Stock 1 $ $ % 4.00% 0.40% Stock 2 $ $ % % -1.22% Stock 3 $ $ % 4.00% 0.40% Stock 4 $ $ % -1.40% -0.14% Stock 5 $ $ % 4.00% 0.40% Stock 6 $ $ % -2.60% -0.26% Stock 7 $ $ % 4.00% 0.40% Stock 8 $ $ % -2.40% -0.24% Stock 9 $ $ % 4.00% 0.40% Stock 10 $ $ % -1.50% -0.15% Weighted Average Stock Performance: -0.01% Coupon Rate: 0.00% APY: 0.00% All numbers provided in these examples are for illustrative purposes only and do not reflect predictions of prices of any Reference Stock. Page 19

20 Certificates of Deposit DISCLOSURE STATEMENT This Disclosure Statement relates to the certificates of deposit (the CDs ) of BMO Harris Bank N.A. (the Issuer ). The CDs may be sold from time to time by BMO Capital Markets Corp. and certain other broker-dealers (each, a Broker ). The terms of each CD will be described in a separate Terms Supplement. Each CD is a deposit obligation of the Issuer, the deposits and accounts of which are insured by the Federal Deposit Insurance Corporation (the FDIC ) within the limits described below. The CDs may be purchased both upon issuance (the primary market ) and, subject to the limitations discussed below, in the secondary market. If purchased in the primary market, the applicable Broker will advise you of the date on which your CD will be established with the Issuer (the Settlement Date ). The CDs (principal and accrued interest) will be eligible for federal deposit insurance up to $250,000. The insurance limit applicable to each insurable capacity will be referred to as the Maximum Applicable Deposit Insurance Amount. For purposes of the Maximum Applicable Deposit Insurance Amount, you must aggregate all deposits that you maintain with the Issuer in the same insurable capacity, including deposits you hold directly with the Issuer, deposits of the Issuer you hold through your account with the applicable Broker and deposits of the Issuer you hold through any other intermediaries. In the case of some CDs, most United States holders of the CDs, other than those purchasing the CDs through a tax advantaged retirement account (such as an IRA), are subject to tax rules requiring them to include in their taxable income the interest paid or accrued on the CDs (depending on the accounting method of the holder) during each tax year in which the CDs are outstanding until maturity. For additional information, see the section Federal Income Tax Considerations below. In making a decision to purchase a CD, you must rely on your own examination of the Issuer and the terms of the CDs, including the merits and risks involved. You should compare the features of the CDs to other available investments before deciding to purchase a CD. The rate of return ultimately realized on the CDs may be higher or lower than the rates on other deposits available through the Issuer or the applicable Broker. You should review the investment considerations discussed below in the section headed Important Investment Considerations and in the applicable Terms Supplement. The information contained in this Disclosure Statement may not be modified by any oral representation made prior or subsequent to the purchase of your certificate of deposit. Disclosure Statement, dated May 6, 2014 BMO Capital Markets