PRELIMINARY Terms Supplement to BMO Harris Disclosure Statement for the Basket Participation Certificates of Deposit due October 29, 2021

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1 TERMS Instrument: CUSIP: Issuer: Term: Underlying Asset(s): PRELIMINARY Terms Supplement to BMO Harris Disclosure Statement for the Basket Participation Certificates of Deposit due October 29, 2021 Basket Participation Certificates of Deposit 05573JF41 BMO Harris Bank N.A. Seven (7) 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 Interest Payment, if any. Trade Date: On or about October 27, 2014 Settlement Date: On or about October 30, 2014 Issue Date: On or about October 30, 2014 Maturity Date: October 29, 2021 (or if not a Business Day then on the next Business Day). Interest Payment Date: October 29, If however, the scheduled Interest Payment Date is not a Business Day as scheduled then the next day which is a Business Day shall be the relevant Interest Payment Date. The Interest Payment Date is subject to adjustment as set forth below in the Terms Supplement in the section headed Special Circumstances -- Market Disruption Event. Interest Determination Date: Participation Rate: Interest Payment: Interest Rate: Three (3) Business Days prior to the Interest Payment Date; provided however, notwithstanding the BMO Harris Disclosure Statement, an Interest Determination Date shall only be postponed from a scheduled Business Day if a Market Disruption Event occurs on such day. [ ]%, to be determined by the Issuer on the Trade Date. The Interest Payment on the Interest Payment Date will equal your Deposit Amount multiplied by the Interest Rate. The Interest Rate will be equal to (i) the sum of the weighted percentage changes of the Reference Stocks times (ii) the Participation Rate. The weighted percentage change for each Reference Stock will equal (i) the Stock Performance for that Reference Stock on the Interest Determination Date multiplied by (ii) the applicable Stock Weighting. The Interest Rate may equal, but shall not be less than, 0%. Stock Performance: Initial Share Price: Final Share Price: Closing Price: See the section headed Calculating the Interest Rate and the Examples of Interest Rate Determination below for further information. The Stock Performance for each Reference Stock on the Interest Determination Date will be equal to: Final Share Price Initial Share Price Initial Share Price 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 Interest Determination Date, 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. Page 1

2 Business Day: Basket: 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* Johnson & Johnson JNJ NYSE 1/10 $[ ] McDonald's Corporation MCD NYSE 1/10 $[ ] Wal-Mart Stores, Inc. WMT NYSE 1/10 $[ ] The Clorox Company CLX NYSE 1/10 $[ ] The Procter & Gamble Company PG NYSE 1/10 $[ ] Consolidated Edison, Inc. ED NYSE 1/10 $[ ] AT&T Inc. T NYSE 1/10 $[ ] The Coca-Cola Company KO NYSE 1/10 $[ ] Chevron Corporation CVX NYSE 1/10 $[ ] Sysco Corporation SYY 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 Interest Payment 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. Johnson & Johnson Johnson & Johnson manufactures health care products and provides related services for the consumer, pharmaceutical, and medical devices and diagnostics markets. The company sells products such as skin and hair care products, acetaminophen products, pharmaceuticals, diagnostic equipment, and surgical equipment in countries located around the world. Its common shares are traded on the New York Stock Exchange under the symbol JNJ. Johnson & Johnson (Ticker: JNJ) 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 Wal-Mart Stores, Inc. Wal-Mart Stores, Inc. operates discount stores, supercenters, and neighborhood markets. The company's discount stores and supercenters offer merchandise such as apparel, housewares, small appliances, electronics, and hardware. The company s markets offer a full-line supermarket and a limited assortment of general merchandise. The company operates nationally and internationally. Its common shares are traded on the New York Stock Exchange under the symbol WMT. Wal-Mart Stores, Inc. (Ticker: WMT) as of September 25, 2014 The Clorox Company The Clorox Company produces and markets non-durable consumer products sold primarily through grocery and other retail stores. The company's principal products include household cleaning and bleach products, charcoal, cat litter, automotive care products, dressings, and trash bags. The company markets its products in the United States and other countries around the world. Its common shares are traded on the New York Stock Exchange under the symbol CLX. The Clorox Company (Ticker: CLX) as of September 25, 2014 Page 5

6 The Procter & Gamble Company The Procter & Gamble Company manufactures and markets consumer products in countries throughout the world. The company provides products in the laundry and cleaning, paper, beauty care, food and beverage, and health care segments. The company's products are sold primarily through mass merchandisers, grocery stores, membership club stores, drug stores, and neighborhood stores. Its common shares are traded on the New York Stock Exchange under the symbol PG. The Procter & Gamble Company (Ticker: PG) as of September 25, 2014 Consolidated Edison, Inc. Consolidated Edison, Inc., through its subsidiaries, provides a variety of energy related products and services. The company supplies electric service in New York, parts of New Jersey, and Pennsylvania as well as supplies electricity to wholesale customers. Its common shares are traded on the New York Stock Exchange under the symbol ED. Consolidated Edison, Inc. (Ticker: ED) as of September 25, 2014 Page 6

7 AT&T Inc. AT&T Inc. is a communications holding company. The company, through its subsidiaries and affiliates, provides local and longdistance phone service, wireless and data communications, Internet access and messaging, IP-based and satellite television, security services, telecommunications equipment, and directory advertising and publishing. Its common shares are traded on the New York Stock Exchange under the symbol T. AT&T Inc. (Ticker: T) as of September 25, 2014 The Coca-Cola Company The Coca-Cola Company manufactures, markets, and distributes soft drink concentrates and syrups. The company also distributes and markets juice and juice-drink products. The company distributes its products to retailers and wholesalers in the United States and internationally. Its common shares are traded on the New York Stock Exchange under the symbol KO. The Coca-Cola Company (Ticker: KO) as of September 25, 2014 Page 7

8 Chevron Corporation Chevron Corporation is an integrated energy company with operations in countries located around the world. The company produces and transports crude oil and natural gas. The company also refines, markets, and distributes fuels as well as is involved in chemical operations, mining operations, power generation and energy services. Its common shares are traded on the New York Stock Exchange under the symbol CVX. Chevron Corporation (Ticker: CVX) as of September 25, 2014 Sysco Corporation Sysco Corporation distributes food and related products primarily to the foodservice industry. The company also distributes personal care guest amenities, housekeeping supplies, room accessories, and textiles to the lodging industry. Its common shares are traded on the New York Stock Exchange under the symbol SYY. Sysco Corporation (Ticker: SYY) 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. Interest Payment The CDs provide you the potential to earn one Interest Payment that is equal to the Deposit Amount multiplied by the Interest Rate. The Interest Rate is variable and will not be less than 0%. The Interest Rate will equal (i) the sum of the weighted percentage changes of the Reference Stocks times (ii) the Participation Rate. The weighted percentage change for each Reference Stock will equal (i) the Stock Performance for that Reference Stock on the Interest Determination Date multiplied by (ii) the applicable Stock Weighting. Thus, you will receive an Interest Payment at maturity only if the sum of the weighted percentage changes of the Reference Stocks is positive on the Maturity Date. The Interest Payment will be determined by the Calculation Agent, which is an affiliate of the Issuer. The Interest Rate is Linked to the Basket of ten (10) Reference Stocks The Interest 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 of the Reference Stocks and the Interest Rate and APY may change. 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 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. For purposes of that discussion, we intend to treat the CDs as contingent payment 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. Capitalized terms used and not defined herein have the meanings ascribed to them in the BMO Harris Disclosure Statement. Under this characterization, the CDs generally will be subject to the Treasury regulations governing contingent payment debt instruments. Under those rules, the amount of interest you are required to take into account for each accrual period will be determined by constructing a projected payment schedule for the CDs, and applying the rules similar to those for accruing original issue discount on a hypothetical noncontingent debt instrument with that projected payment schedule. This method is applied by first determining the yield at which we would issue a noncontingent fixed rate debt instrument with terms and conditions similar to the CDs (the comparable yield ) and then determining a payment schedule as of the issue date that would produce the comparable yield. BCMC has determined that the comparable yield is an annual rate of [2.505%] compounded annually. The projected payment schedule for the CDs can be obtained by contacting the US Retail Investor Solutions Group via at investor.solutions@bmo.com or via telephone on You are required to use this comparable yield and projected payment schedule in determining your interest accruals in respect of the CDs unless you timely disclose and justify on your U.S. federal income tax return the use of a different comparable yield and projected payment schedule. The comparable yield and projected payment schedule are not provided for any purpose other than the determination of interest accruals in respect of the CDs, and we make no representations regarding the amount of contingent payments with respect to the CDs. If, during any taxable year, you receive actual payments with respect to the CDs that, in the aggregate, exceed the total amount of projected payments for that taxable year, you will incur a net positive adjustment under applicable Treasury regulations equal to the amount of such excess. You will treat a net positive adjustment as additional interest income in that taxable year. If you receive in a taxable year actual payments with respect to the CDs that, in the aggregate, are less than the amount of projected payments for that taxable year, you will incur a net negative adjustment under applicable Treasury regulations equal to the amount of such deficit. This net negative adjustment will (a) reduce interest income on the CDs for that taxable year, and (b) to the extent of any excess after the application of (a), give rise to an ordinary loss to the extent of interest income on the CDs during prior taxable years, reduced to the extent such interest was offset by prior net negative adjustments. Any net negative adjustment in excess of the amounts described in (a) and (b) will be carried forward as a negative adjustment to offset future interest income with respect to the CDs or to reduce the amount realized on a sale, redemption or maturity of the CDs. A net negative adjustment is not subject to the two percent floor limitation on miscellaneous itemized deductions. You will recognize gain or loss on the sale or maturity of a CD in an amount equal to the difference, if any, between the amount of cash you receive at such time and your adjusted basis in the CD. In general, your adjusted basis in a CD will equal the amount you paid for the CD, increased by the amount of interest you previously accrued with respect to the CD (in accordance with the comparable yield for the CD), decreased by the projected amount of any payments previously made on your CD, and increased or decreased by the amount of any positive or negative adjustment that you are required to make if you purchase your Page 10

11 CD at a price other than the adjusted issue price as set forth under the rules described in the BMO Harris Disclosure Statement. Any gain you recognize on the sale or maturity of a CD will be ordinary interest income. Any loss that may be recognized upon the sale, redemption or maturity of such CD generally will be ordinary loss to the extent of interest you included as income in the current or previous taxable years in respect of the CD exceeded the total net negative adjustments that you took into account as ordinary loss, and thereafter will be capital loss. The deductibility of capital losses is limited. 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. SELECTED RISK CONSIDERATIONS You May Not Receive the Interest Payment on Your CDs Your only return on the CDs will be the Interest Payment, if any, that may be paid on the Interest Payment Date. There will only be one Interest Payment Date, which will be the Maturity Date, subject to any postponement in the event of a Market Disruption Event. You will not receive any other interest payments 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 Interest Determination Date, this will result in a negative Stock Performance for any such Reference Stock. Any such negative Stock Performance(s), will offset, in some instances entirely, the positive contribution to the Interest Rate from any Reference Stocks that have positive Stock Performances, resulting in a reduction in the Interest Rate. In the event that negative Stock Performances entirely offset any positive Stock Performances, the Interest Rate will be equal to 0% and you will receive no Interest Payment on the Interest Payment Date. In such instance, you will not receive any Interest Payment 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 an Interest Payment. Owning the CDs Is Not the Same as Investing in a Product Directly Linked to the Reference Stocks Your return on the CDs could be different from what you would receive if you were to invest in a product directly linked to the performance of a Basket composed of the Reference Stocks. This is because the Interest Rate is based on the Stock Performance and the Participation Rate, and also because you will receive 100% of your Deposit Amount if you hold the CD to maturity, subject to FDIC insurance limits. Your Interest Rate Will Be Based Only on the Closing Prices of the Reference Stocks on the Interest Determination Date The Interest Rate will be based on the Closing Price of each of the Reference Stocks on the Interest Determination Date. As a result, the prices of the Reference Stocks on any other date will not be taken into account in determining the Interest Rate you receive. 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 Performances for each of the Reference Stocks are determined on the Interest Determination Date, such fluctuations in price may not correlate with each other. The Closing Price of one or more Reference Stocks on the Interest Determination Date may have increased, while the Closing Price of one or more other Reference Stocks on the Interest Determination Date may have decreased or not increased as much as other Reference Stocks. Thus, when the Interest Rate is calculated for the Interest Payment Date, the effect of appreciation in the Final Share Price of one or more Reference Stocks on the Interest 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 Interest Determination Date. There is no assurance that the Closing Price for any Reference Stock will be higher than its Initial Share Price on the Interest Determination Date. Economic and Market Factors Will Influence the Value of the CDs In addition to the Closing Price of the Reference Stock on the Interest 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: Page 11

12 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 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 Performance of such Reference Stock, or any other component or variable relevant to the determination of the Interest 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; Page 12

13 (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); (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 Performance of such Reference Stock, or any other component or variable relevant to the determination of the Interest 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. Page 13

14 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. 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 Interest 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 Interest 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, Page 14

15 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. 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 the Interest Determination Date in respect of such Reference Stock, then the applicable Interest Rate will be calculated (and the applicable Final Share Price will be determined) on the basis that the Interest 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 the Interest Determination Date. If on the fourth Business Day following the date originally scheduled as the Interest Determination Date, the Interest 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 Interest 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 the Interest Determination Date used for determining the relevant value of such Reference Stock in the calculation of the Interest Rate will be a value equal to the Calculation Agent s estimate of the Final Share Price of such Reference Stock as at the Interest Determination Date reasonably taking into account all relevant market circumstances. Page 15

16 A Market Disruption Event may delay the determination of the Stock Performance of a Reference Stock and consequently the calculation of the Interest Payment that may be payable. Where there has been a Market Disruption Event, payment of the applicable Interest Payment on the Interest Payment Date will be made on the third Business Day after the Stock Performance of all Reference Stocks used in the calculation of the Interest 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 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 Page 16

17 (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 17

18 CALCULATING THE INTEREST RATE AND EXAMPLES OF INTEREST RATE DETERMINATION Calculating the Interest An Interest Payment, if any, on the CDs will be paid on the Interest Payment Date, which will be the Maturity Date, in each case, subject to any postponement in the event of a Market Disruption Event. In addition to the Interest Payment, if any, at maturity you will also receive your Deposit Amount. The Interest Payment on the CDs will be determined by multiplying the Deposit Amount by the Interest Rate, which will equal (i) the sum of the weighted percentage changes of the Reference Stocks times (ii) the Participation Rate, provided that the Interest Rate shall not be less than 0%. The weighted percentage change for each Reference Stock will equal (i) the Stock Performance for that Reference Stock on the Interest Determination Date multiplied by (ii) the applicable Stock Weighting. 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. 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 Interest 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 the Interest Payment on your CDs on the Maturity Date. All examples below use a Participation Rate of %. Example #1: In this hypothetical example, the Stock Performances for the Reference Stocks are both positive and negative and the resulting sum of the weighted percentage changes is positive. The Interest Rate for this hypothetical example is 39.79% (corresponding to an APY of 4.90%), therefore generating a $ Interest Payment at maturity based on a Deposit Amount of $1, Reference Stocks Initial Share Price Final Share Price Stock Performance Weighting Weighted Percentage Change Stock 1 $ $ % 10.00% 9.00% Stock 2 $94.45 $ % 10.00% -1.10% Stock 3 $75.81 $ % 10.00% -0.20% Stock 4 $88.89 $ % 10.00% 5.73% Stock 5 $83.32 $ % 10.00% 8.60% Stock 6 $56.87 $ % 10.00% 5.24% Stock 7 $34.71 $ % 10.00% 2.89% Stock 8 $41.58 $ % 10.00% 7.76% Stock 9 $ $ % 10.00% 2.36% Stock 10 $37.80 $ % 10.00% -0.50% Sum of the Weighted Percentage Change: 39.79% Participation Rate: % Interest Rate: 39.79% APY: 4.90% Page 18

19 Example #2: In this hypothetical example, the Stock Performances for the Reference Stocks are both positive and negative and the resulting sum of the weighted percentage changes is negative. Because the sum of the weighted percentage changes is negative, the Interest Rate for this hypothetical example is 0% (corresponding to an APY of 0.00%), generating no Interest Payment at maturity. Reference Stocks Initial Share Price Final Share Price Stock Performance Weighting Weighted Percentage Change Stock 1 $ $ % 10.00% 1.10% Stock 2 $95.19 $ % 10.00% 9.00% Stock 3 $76.33 $ % 10.00% 2.00% Stock 4 $96.00 $ % 10.00% 1.73% Stock 5 $84.08 $ % 10.00% 0.60% Stock 6 $56.95 $ % 10.00% 1.56% Stock 7 $35.31 $ % 10.00% 2.89% Stock 8 $42.46 $ % 10.00% 2.99% Stock 9 $ $ % 10.00% 2.36% Stock 10 $37.91 $ % 10.00% 0.50% Sum of the Weighted Percentage Change: 7.36% Participation Rate: % Interest 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