TERMS Autocallable Annual Digital Yield Generator with Minimum Interest Rate Certificates of Deposit

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1 PRELIMINARY Terms Supplement to BMO Disclosure Statement for the Autocallable Annual Digital Yield Generator with Minimum Interest Rate Certificates of Deposit due November 30, 2023 TERMS Instrument: CUSIP: Issuer: Term: Underlying Asset(s): Autocallable Annual Digital Yield Generator with Minimum Interest Rate Certificates of Deposit 05573J TZ7 BMO Harris Bank N.A. Ten (10) 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: If the CDs are not automatically called, then at maturity, you will receive a cash payment equal to the Deposit Amount plus the Coupon Payment for the final Coupon Payment Date. Trade Date: On or about November 22, 2013 Settlement Date: On or about November 27, 2013 Issue Date: On or about November 27, 2013 Maturity Date: November 30, 2023 (or if not a Business Day then on the next Business Day), subject to any prior automatic call, if applicable. Coupon Payment Dates: Subject to an automatic call, the 30th of November 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 November 28, 2014 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 Circumstas -- Market Disruption Event. Coupon Determination Dates: Digital Coupon: Coupon Payment: Coupon Rate: Minimum Interest Payment: Three (3) Business Days prior to each Coupon Payment Date; provided however, notwithstanding the BMO 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 [ ]%, subject to an automatic call. To be determined by the Issuer on Trade Date. The Coupon Payment on each Coupon Payment Date, subject to an automatic call, will equal the greater of (i) your Deposit Amount multiplied by the Coupon Rate and (ii) the Minimum Interest Payment. The Coupon Rate for each Coupon Payment Date will be equal to the sum of the weighted percentage changes of the Refere Stocks. The weighted percentage change for each Refere Stock will equal (i) the Stock Performa for that Refere 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%. See the section headed Calculating the Coupon Rate and the Examples of Coupon Rate Determination below for further information. Your Deposit Amount multiplied by the Minimum Interest Rate Minimum Interest Rate: 0.50% per annual period, which corresponds to an APY of 0.50% Floor: Stock Return: % (per Refere Stock) The Stock Return will equal the following, for each Refere Stock on each Coupon Determination Date: Page 1

2 Stock Performa: Initial Share Price: Final Share Price: Automatic Call: Call Level: Call Observation Date: Call Payment Date: Closing Price: Business Day: Basket: Final Share Price Initial Share Price Initial Share Price The Stock Performa for each Refere Stock on each Coupon Determination Date shall be: (1) If the Stock Return is greater than zero (0%), the Digital Coupon; (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 Refere Stock, the Closing Price of one share of each Refere Stock on the Trade Date, as set forth in the table below. The Final Share Price will equal, for each Refere Stock, the Closing Price of one share of each Refere Stock on the applicable Coupon Determination Date, in each case subject to postponement in the event of a Market Disruption Event. If, on any Call Observation Date, the sum of the Coupon Payments determined on each Coupon Determination Date up to and including such Call Observation Date is greater than or equal to the Call Level, then the CDs will be automatically called. If the CDs are automatically called, on the corresponding Call Payment Date, you will receive an amount in cash equal to the Deposit Amount plus the Coupon Payment for the corresponding Coupon Payment Date. After the CD is automatically called, you will not participate in any future appreciation of the basket stocks and will receive no further Coupon Payments. $ for each $1,000 in Deposit Amount. Each Coupon Determination Date to but excluding November 27, 2023 (the final Coupon Determination Date), subject to any adjustments to the Call Observation Date as set forth below in the Terms Supplement in the section headed Special Circumstas -- Market Disruption Event. The Coupon Payment Date immediately following the Call Observation Date on which the CDs have been automatically called, subject to adjustment as set forth below in the Terms Supplement in the section headed Special Circumstas -- Market Disruption Event. On any trading day the price per share on the relevant primary exchange of each Refere 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 Refere Stock and collectively, the Refere Stocks ). The Refere Stocks and their Stock Weighting within the Basket are further described as follows: Refere Stock Stock Ticker Exchange Stock Weighting Initial Share Price* American Express Company AXP NYSE 1/10 $[ ] The Coca-Cola Company KO NYSE 1/10 $[ ] DIRECTV DTV NASDAQ 1/10 $[ ] International Business Machines Corporation IBM NYSE 1/10 $[ ] Moody's Corporation MCO NYSE 1/10 $[ ] Phillips 66 PSX NYSE 1/10 $[ ] The Procter & Gamble Company PG NYSE 1/10 $[ ] US Bancorp USB NYSE 1/10 $[ ] Wal-Mart Stores, Inc. WMT NYSE 1/10 $[ ] Wells Fargo & Company WFC 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 Page 2

3 This Terms Supplement should be read in conjunction with the BMO 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 Disclosure Statement. Terms not defined in this Terms Supplement are defined in the BMO Disclosure Statement. The BMO Disclosure Statement is the disclosure statement dated as of July 30, 2013 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 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 insura 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 Insura: General in the BMO Disclosure Statement. Page 3

4 GENERAL INFORMATION AND RISKS REGARDING THE REFERENCE STOCKS No Affiliation with the Refere Stock Companies The Issuer is not affiliated with the Refere Stock companies. The Issuer has no responsibility for the adequacy of the information about the Refere Stock companies contained in this Terms Supplement. You should make your own investigation into the Refere Stocks and their companies. The Issuer is not responsible for the Refere Stock companies public disclosure of information, whether contained in Securities Exchange Commission ( SEC ) filings or otherwise. No Ownership Rights in the Refere Stocks As a holder of the CDs, you will not have ownership interest or rights in any of the Refere Stocks, such as voting rights or dividend payments. In addition, the Refere 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 Refere Stock and the CDs. Correlation of Performas Among the Refere Stocks Performas among the Refere 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 Refere Stocks. High correlation during periods of negative returns among the Refere Stocks could cause the Coupon Payments to be zero. Public Information All information contained herein on the Refere Stocks and on the Refere 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 Refere Stock company pursuant to the Exchange Act can be located by refere 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 4

5 THE REFERENCE STOCKS The price graph for each Refere Stock is provided for information purposes only. You should not take the historical performa of a Refere Stock as an indication of its future performa, which may be better or worse than the prices set forth below. American Express Company American Express Company is a global payment and travel company. The company's principal products and services are charge and credit payment card products and travel-related services offered to consumers and businesses around the world. Its common shares are traded on the New York Stock Exchange under the symbol AXP. American Express Company (Ticker: AXP) as of October 28, 2013 The Coca-Cola Company The Coca-Cola Company manufactures, markets, and distributes soft drink contrates 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 October 28, 2013 Page 5

6 DIRECTV DIRECTV provides digital television entertainment in the United States and Latin America. The company acquires, promotes, sells and distributes digital entertainment programming via satellite to residential and commercial subscribers. Its common shares are traded on the NASDAQ Global Select Market under the symbol DTV. DIRECTV (Ticker: DTV) as of October 28, 2013 International Business Machines Corporation International Business Machines Corporation (IBM) provides computer solutions through the use of advad information technology. The company's solutions include technologies, systems, products, services, software, and financing. The company offers its products through its global sales and distribution organization, as well as through a variety of third party distributors and resellers. Its common shares are traded on the New York Stock Exchange under the symbol IBM. International Business Machines Corporation (Ticker: IBM) as of October 28, 2013 Page 6

7 Moody's Corporation Moody's Corporation is a credit rating, research, and risk analysis firm. The company provides credit ratings and related research, data and analytical tools, quantitative credit risk measures, risk scoring software, and credit portfolio management solutions and securities pricing software and valuation models. Its common shares are traded on the New York Stock Exchange under the symbol MCO. Moody's Corporation (Ticker: MCO) as of October 28, 2013 Phillips 66 Phillips 66 is a downstream energy company. The company's operations include oil refining, marketing and transportation. The company s operations also include chemical manufacturing and power generation. Its common shares are traded on the New York Stock Exchange under the symbol PSX. Phillips 66 (Ticker: PSX) as of October 28, 2013 Page 7

8 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 October 28, 2013 US Bancorp U.S. Bancorp is a diversified financial services company that provides lending and depository services, cash management, foreign exchange and trust and investment management services. The company also provides credit card services, mortgage banking, insura, brokerage, and leasing. The company operates in the Midwest and Western United States. Its common shares are traded on the New York Stock Exchange under the symbol USB. US Bancorp (Ticker: USB) as of October 28, 2013 Page 8

9 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 applias, 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 October 28, 2013 Wells Fargo & Company Wells Fargo & Company is a diversified financial services company providing banking, insura, investments, mortgage, leasing, credit cards, and consumer fina. The company operates through physical stores, the Internet and other distribution channels across North America and elsewhere internationally. Its common shares are traded on the New York Stock Exchange under the symbol WFC. Wells Fargo & Company (Ticker: WFC) as of October 28, 2013 Page 9

10 SELECTED PURCHASE CONSIDERATIONS Principal Protection You will receive 100% of your Deposit Amount on the Call Payment Date, if the CDs have been automatically called, or at maturity, if the CDs were not automatically called, regardless of the performa of the Refere Stocks, subject to FDIC insura limits as further described in the BMO Disclosure Statement. Coupon Payments The CDs, subject to an automatic call, provide you the potential to earn Coupon Payments with a variable coupon rate that will not be less than the Minimum Interest Rate or greater than the Digital Coupon. Each Coupon Payment will be equal to the greater of (i) the Minimum Interest Payment and (ii) the Deposit Amount multiplied by the Coupon Rate for the applicable Coupon Payment Date. The Minimum Interest Payment for each Coupon Payment Date will equal your Deposit Amount multiplied by the Minimum Interest Rate. The Coupon Rate for each Coupon Payment Date will equal the sum of the weighted percentage changes of the Refere Stocks. The weighted percentage change for each Refere Stock will equal (i) the Stock Performa for that Refere Stock on the applicable Coupon Determination Date multiplied by (ii) the applicable Stock Weighting. The rate you earn shall not be less than the Minimum Interest Rate. The Stock Performa for each Refere Stock on each Coupon Determination Date will be equal to (A) the Digital Coupon, if the Closing Price of such Refere Stock on such Coupon Determination Date has any appreciation from the Trade Date, or (B) the Stock Return for such Refere Stock, if the Stock Return of such Refere 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 Refere 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 that is greater than the Minimum Interest Payment only if the Coupon Rate is greater than the Minimum Interest Rate on the relevant Coupon Determination Date. If the Coupon Rate is less than or equal to the Minimum Interest Rate you will still receive the Minimum Interest Payment. 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) Refere Stocks The Coupon Rate on the CDs is linked to the performa (i.e., the change in share price) of the Basket of ten (10) Refere Stocks, which are discussed above. Annual Percentage Yield (APY): The interest rate on the CD is based on the returns on the Refere Stocks and the interest rate and APY may change. The interest rate will not exceed the Digital Coupon nor be less than the Minimum Interest Rate 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 incompete 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 adva funds in connection with early withdrawals and can give no assuras 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 incompete 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 Disclosure Statement, a secondary market may be available in which you can sell your CD prior to maturity. Automatic Call Feature If, on any Call Observation Date, the sum of the Coupon Payments determined on each Coupon Determination Date up to and including such Call Observation Date is greater than or equal to the Call Level, then the CDs will be automatically called. Following an automatic call, you may not be able to reinvest your proceeds in an investment with returns or levels of risk that are comparable to the CD. The automatic call feature could reduce the term of your CDs to as little as three years after the original issue date. Page 10

11 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 11

12 FEDERAL INCOME TAX CONSIDERATIONS To ensure complia 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 circumstas 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 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 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 bala 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 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 [3.370]%, 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, call 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, call or maturity of a CD in an amount equal to the differe, 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 accorda 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 Page 12

13 purchase your CD at a price other than the adjusted issue price as set forth under the rules described in the BMO Disclosure Statement. Any gain you recognize on the sale, call or maturity of a CD will be ordinary interest income. Any loss that may be recognized upon the sale, call 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 corning the U.S. federal income tax conseques to you of acquiring, owning, and disposing of the CDs, as well as any tax conseques 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 Disclosure Statement. SELECTED RISK CONSIDERATIONS You May Not Receive Coupon Payments on Your CDs That Are Greater Than The Minimum Interest Payment For Each Coupon Payment Date Your only return on the CDs will be the Coupon Payments that will be paid annually over the term of the CDs, subject to an automatic call. If the Closing Price of one or more of the Refere Stocks declines from the Trade Date to the applicable Coupon Determination Date, this will result in a negative Stock Return for any such Refere Stock, and any such negative Stock Return(s) subject to the Floor, will offset, in some instas entirely, the positive contribution to the Coupon Rate from any Refere 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 only receive a Coupon Payment equal to the Minimum Interest Payment on the applicable Coupon Payment Date. However, you will receive 100% of your Deposit Amount at maturity, subject to FDIC insura limits as further described in the BMO Disclosure Statement, regardless of any Coupon Payments you receive. The return on your investment in the CDs may be less than the amount that would be paid on a conventional certificate of deposit having a similar maturity issued by us or an issuer with a comparable credit rating. The Coupon Payments paid over the term of the CDs may not compensate you for any loss in value due to inflation and other factors relating to the value of money over time. Limited Return on the CDs The amount of each Coupon Payment 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 Refere Stocks, which may be significant. In addition, the CDs are subject to an automatic call if, on any Call Observation Date, the sum of the Coupon Payments determined on each Coupon Determination Date up to and including such Call Observation Date is greater than or equal to the Call Level. As a result of this automatic call feature, the return on your CDs is limited and the maximum payment you could receive if your CDs are automatically called will depend upon the coupon payments received to and including the applicable Call Payment Date. After the CDs are automatically called, you will not participate in any future appreciation of the basket stocks nor receive further Coupon Payments. Changes in the Closing Prices of the Refere Stocks May Offset Each Other Your return on the CDs is linked to a Basket of ten (10) Refere Stocks. The respective prices of each of the Refere Stocks fluctuate such that when the Stock Returns for each of the Refere 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 Refere Stocks on a Coupon Determination Date may have increased, while the Closing Price of one or more other Refere Stocks on the same Coupon Determination Date may have decreased or not increased as much as other Refere 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 Refere Stocks on the Coupon Determination Date, may be offset in part or in full by the effect of depreciation in the Final Page 13

14 Share Price of one or more other Refere Stocks on the same Coupon Determination Date. There is no assura that the Closing Price for any Refere Stock will be higher than its Initial Share Price on any Coupon Determination Date. Economic and Market Factors Will Influe the Value of the CDs In addition to the Closing Price of the Refere 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 Refere Stocks Time to maturity of the CDs Dividends paid on the Refere Stocks Correlation of performas (price increases or decreases) of the Refere Stocks General interest and yield rates in the market Other economic, financial, political, regulatory, or judicial events Certain events affecting one or more Refere 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 Refere Stocks comprising the Basket upon any occurre, 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 Circumstas below. However, the Calculation Agent will not make an adjustment in response to all events that could affect the value of the Refere Stocks. If an event occurs that does not require the Calculation Agent to make an adjustment to one or more Refere Stocks, the value of the CDs may be materially and adversely affected. See Special Circumstas 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 neglige or willful misconduct. Potential Adjustment Event Following the declaration by a Refere Stock company of the terms of any Potential Adjustment Event (as defined below) in respect of any Refere 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 contrative effect on the theoretical value of the relevant Refere Stock and, if so, will (i) make the corresponding adjustments, if any, to any one or more of the Initial Share Price of such Refere Stock, the formula for calculating the Stock Return or Stock Performa of such Refere 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 contrative effect and (ii) determine the effective date of the adjustments. The Calculation Agent may, but need not, determine any appropriate adjustments by refere to the adjustments in respect of such Potential Adjustment Event made by an options exchange to options on the relevant Refere 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 Refere Stock, the occurre 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 Refere Stocks (unless resulting in a Merger Event), or a free distribution or dividend of any such Refere Stocks to existing holders by way of bonus, capitalization or similar issue; (b) a distribution, issue or dividend to existing holders of the relevant Refere Stocks of (i) such Refere Stocks, or (ii) other share capital or securities granting the right to payment of dividends, distributions and/or the proceeds of liquidation of the Page 14

15 applicable company equally or proportionately with such payments to holders of such Refere 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 Refere 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 Refere Stocks that are not fully paid; (e) a repurchase by the applicable Refere Stock company or any of its subsidiaries of the relevant Refere 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 Refere 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 Refere Stock company pursuant to a shareholder or unitholder rights plan or arrangement directed against hostile takeovers that provides upon the occurre 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 contrative effect on the theoretical value of the relevant Refere 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 Refere Stock, the formula for calculating the Stock Return or Stock Performa of such Refere 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 refere to the adjustments made in respect of such Merger Event or Tender Offer by an options exchange to options on the relevant Refere 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 Refere Stock, any (i) reclassification, reorganization, consolidation or change of the relevant Refere Stocks that results in a transfer of or an irrevocable commitment to transfer all of such Refere Stocks outstanding to another entity or person, (ii) statutory arrangement, consolidation, amalgamation, merger or binding security exchange of the relevant Refere 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 Refere 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 Refere Stocks of such Refere Stock company that results in a transfer of or an irrevocable commitment to transfer all such Refere Stocks (other than such Refere 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 Refere Stock company is the continuing entity and which does not result in a reclassification, reorganization, consolidation or change of all such Refere Stocks outstanding but results in the outstanding Refere Stocks (other than Refere Stocks owned or controlled by such other entity) immediately prior to such event collectively representing less than 50% of the outstanding Refere Stocks immediately following such event (commonly referred to as a reverse merger ), or (v) sale of all Page 15

16 or substantially all assets of the Refere 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 Refere Stock company) in each case if the Merger Date is on or before the date on which the return of such Refere 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 Refere 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 Refere Stocks of the applicable Refere 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 Refere 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 occurre of a Substitution Event (as defined below) in respect of one or more Refere Stocks in the Basket (the Substituted Refere 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 Refere Stock will not (b) the Calculation Agent may choose (in its sole and absolute discretion) a new stock (the Alternate Refere Stock ) of a company listed on a major exchange or market quotation system as a substitute for such Substituted Refere Stock; (c) such Substituted Refere Stock will be deleted from the Basket and will not be considered as a Refere Stock for purposes of determining the Coupon Rate on or after the Substitution Date; (d) the Alternate Refere Stock will be a Refere Stock in the Basket, and the Alternate Refere Stock will be the Refere Stock company in respect of such Alternate Refere Stock, and the primary exchange or market quotation system on which such Alternate Refere Stock is listed will be the exchange in respect of such Alternate Refere Stock; and (e) the Calculation Agent, acting in its sole and absolute discretion, will determine the Initial Share Price of such Alternate Refere Stock by taking into account all relevant market circumstas, including the Initial Share Price of such Substituted Refere Stock and the closing share price or estimated value on the Substitution Date of the Substituted Refere Stock and the closing share price on the Substitution Date of the Alternate Refere Stock, and will make adjustments, if any, to any one or more of the formula for calculating the return of such Alternate Refere 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 Refere 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 Refere Stock chosen by the Page 16

17 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 Refere Stock as a substitute for a Substituted Refere 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 Refere Stock or to realize, recover or remit the proceeds of any such hedge transaction. Substitution Event means, in respect of a Refere Stock, any Refere Stock Company Event, Nationalization, Insolvency or Delisting in respect of such Refere Stock, or any Merger Event or Tender Offer in respect of such Refere Stock that is deemed by the Calculation Agent to be a Substitution Event, in its sole discretion, or the occurre and continuation for at least four consecutive applicable Exchange Days of a Market Disruption Event (as defined below) in respect of such Refere Stock. Refere Stock Company Event means, in respect of a Refere Stock, any one or more events, as a result of which, (i) a significant portion of the securities of the applicable Refere Stock company are eliminated or materially varied, (ii) all or a significant portion of the property of the applicable Refere Stock company ceases to be owned by the Refere Stock company, or (iii) the applicable Refere Stock company becomes two or more entities (one of which may be the Refere Stock company), including as a result of a split or division of the Refere Stock company. Nationalization means, in respect of a Refere Stock, that all or substantially all such Refere Stock or all or substantially all the assets of the applicable Refere Stock company are nationalized, expropriated or otherwise required to be transferred to any governmental agency, authority or entity. Insolvency means, in respect of a Refere Stock, that by reason of the voluntary or involuntary liquidation, bankruptcy, insolvency, dissolution or winding-up of or any analogous proceeding affecting the applicable Refere Stock company, (i) all the relevant Refere Stocks of such Refere Stock company are required to be transferred to a trustee, liquidator or other similar official or (ii) holders of the Refere Stock of such Refere Stock company become legally prohibited from transferring them. Delisting means, in respect of a Refere Stock, that the relevant primary exchange annous that pursuant to the rules of such exchange, the Refere 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 Refere Stock has occurred and is continuing on any day that but for that event would be a Coupon Determination Date in respect of such Refere 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 Refere 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 occurre of any Market Disruption Event in respect of such Refere Stock on or after such fourth Business Day: (i) such fourth Business Day will be the Coupon Determination Date in respect of such Refere Stock, and (ii) where on that fourth Business Day a Market Disruption Event in respect of such Refere Stock has occurred and is continuing, then the Closing Price of such Refere Stock for such Coupon Determination Date used for Page 17

18 determining the relevant value of such Refere 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 Refere Stock as at such Coupon Determination Date reasonably taking into account all relevant market circumstas. Any postponement of a Coupon Determination Date will result in a similar postponement of the corresponding Call Observation Date. A Market Disruption Event may delay the determination of the Stock Performa or Stock Return of a Refere Stock and consequently the calculation of the Coupon Payment that may be payable and also the determination as to whether the CD will be automatically called. Where there has been a Market Disruption Event, payment of the applicable Coupon Payment on a Coupon Payment Date and the payment of principal on the Call Payment Date, if applicable, will be made on the third Business Day after the Stock Performa or Stock Returns of all Refere Stocks used in the calculation of the Coupon Rate have been determined. Market Disruption Event means, in respect of a Refere Stock, any bona fide event, circumsta 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 Refere 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 Refere Stocks on the exchange(s), or (ii) in futures or options contracts or futures contracts relating to the relevant Refere 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 annoud 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 Refere Stocks on the relevant exchange(s), or (ii) to effect transactions in, or obtain market values for, futures or options contracts relating to the Refere Stocks on any relevant exchange; (d) the failure on any Business Day of the relevant exchange(s) of the relevant Refere 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 issua 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 Refere Stock company or in respect of any hedge transaction established in connection with a Refere 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; Page 18

19 (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 Refere Stock or to realize, recover or remit the proceeds of any such hedge transaction in respect of such Refere 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 Refere Stock or in the cost of realizing, recovering or remitting the proceeds of any such hedging transaction. Page 19

20 CALCULATING THE COUPON RATE AND EXAMPLES OF COUPON RATE DETERMINATION Calculating the Interest A Coupon Payment on the CDs will be paid on each Coupon Payment Date. In addition to a Coupon Payment you will also receive your Deposit Amount on the Call Payment Date, if the CDs have been automatically called, or at maturity, if the CDs were not automatically called. The Coupon Payment on the CDs will be the greater of (i) the Minimum Interest Payment and (ii) the Deposit Amount multiplied by the Coupon Rate which is the weighted average of the Stock Performas of all Refere 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 Refere 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 Refere 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, that no Market Disruption Event has occurred and the CD has not been automatically called. As demonstrated by some of the examples below, the possibility exists that you may not earn more than the Minimum Interest Payment on your CDs on one or more Coupon Payment Dates. For the five 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 6.00% per annual period (corresponding to an APY of 6.00%), a Floor of -15% and a Minimum Interest Rate of 0.500% per annual period (corresponding to an APY of 0.500%). Refere Initial Share 1st CDD 2nd CDD 3rd CDD 4th CDD 5th CDD Stock Price 1 $ $ $ $95.00 $99.30 $ $ $ $92.70 $ $99.60 $ $ $ $ $ $97.00 $ $ $ $98.50 $ $94.30 $ $ $ $ $97.00 $98.40 $ $ $ $94.80 $ $98.80 $ $ $ $ $ $97.60 $ $ $ $97.40 $ $89.90 $ $ $ $ $99.00 $91.30 $ $ $ $98.70 $ $90.10 $80.00 Page 20

21 Example #1: In this hypothetical example, the Stock Return for each of the Refere Stocks is positive and exceeds the Digital Coupon of 6.00%. Notwithstanding, however, each Refere Stock is given a Stock Performa equal to the Digital Coupon. Si the weighted average of the Stock Performas is 6.00%, a Coupon Rate of 6.00% (corresponding to an APY of 6.00%) will be assigned for this Coupon Determination Date. Therefore, the Coupon Payment on the applicable Coupon Payment Date would be $60.00 based on a Deposit Amount of $1, Refere Stock Initial Share Price 1st CDD Stock Return Stock Performa Stock Performa x Stock Weighting Stock 1 $ $ % 6.00% 0.600% Stock 2 $ $ % 6.00% 0.600% Stock 3 $ $ % 6.00% 0.600% Stock 4 $ $ % 6.00% 0.600% Stock 5 $ $ % 6.00% 0.600% Stock 6 $ $ % 6.00% 0.600% Stock 7 $ $ % 6.00% 0.600% Stock 8 $ $ % 6.00% 0.600% Stock 9 $ $ % 6.00% 0.600% Stock 10 $ $ % 6.00% 0.600% Weighted Average Stock Performa: 6.000% Coupon Rate: 6.000% APY: 6.000% Example #2: In this hypothetical example, the Stock Return for the Refere Stocks is varied. Si the weighted average of the Stock Performas is 1.21%, a Coupon Rate of 1.21% (corresponding to an APY of 1.21%) will be assigned for this Coupon Determination Date. Therefore, the Coupon Payment on the applicable Coupon Payment Date would be $12.10 based on a Deposit Amount of $1, Refere Stock Initial Share Price 2nd CDD Stock Return Stock Performa Stock Performa x Stock Weighting Stock 1 $ $ % 6.00% 0.600% Stock 2 $ $ % -7.30% % Stock 3 $ $ % 6.00% 0.600% Stock 4 $ $ % -1.50% % Stock 5 $ $ % 6.00% 0.600% Stock 6 $ $ % -5.20% % Stock 7 $ $ % 6.00% 0.600% Stock 8 $ $ % -2.60% % Stock 9 $ $ % 6.00% 0.600% Stock 10 $ $ % -1.30% % Weighted Average Stock Performa: 1.210% Coupon Rate: 1.210% APY: 1.210% Page 21

22 Example #3: In this hypothetical example, the Stock Return for the Refere Stocks is varied. Si the weighted average of the Stock Performas is 3.30%, a Coupon Rate of 3.30% (corresponding to an APY of 3.30%) will be assigned for this Coupon Determination Date. Therefore, the Coupon Payment on the applicable Coupon Payment Date would be $33.00 based on a Deposit Amount of $1, Refere Stock Initial Share Price 3rd CDD Stock Return Stock Performa Stock Performa x Stock Weighting Stock 1 $ $ % -5.00% % Stock 2 $ $ % 6.00% 0.600% Stock 3 $ $ % 6.00% 0.600% Stock 4 $ $ % 6.00% 0.600% Stock 5 $ $ % -3.00% % Stock 6 $ $ % 6.00% 0.600% Stock 7 $ $ % 6.00% 0.600% Stock 8 $ $ % 6.00% 0.600% Stock 9 $ $ % -1.00% % Stock 10 $ $ % 6.00% 0.600% Weighted Average Stock Performa: 3.300% Coupon Rate: 3.300% APY: 3.300% Example #4: In this hypothetical example, all of the Refere Stocks had negative Stock Returns and were given a Stock Performa equal to their actual performa. The weighted average of the Stock Performas is less than zero and, therefore the Minimum Interest Rate of 0.50% (corresponding to an APY of 0.50%) will be assigned for this Coupon Determination Date. Therefore, the Coupon Payment on the applicable Coupon Payment Date would be $5.00 based on a Deposit Amount of $1, Refere Stock Initial Share Price 4th CDD Stock Return Stock Performa Stock Performa x Stock Weighting Stock 1 $ $ % -0.70% % Stock 2 $ $ % -0.40% % Stock 3 $ $ % -3.00% % Stock 4 $ $ % -5.70% % Stock 5 $ $ % -1.60% % Stock 6 $ $ % -1.20% % Stock 7 $ $ % -2.40% % Stock 8 $ $ % % % Stock 9 $ $ % -8.70% % Stock 10 $ $ % -9.90% % Weighted Average Stock Performa: % Coupon Rate: 0.000% Minimum Interest Rate: 0.500% APY: 0.500% Page 22

23 Example #5: In this hypothetical example, although some Refere Stocks had positive Stock Returns and were given a Stock Performa equal to the Digital Coupon of 6.00%, some had significant negative Stock Returns below the Floor and were given a Stock Performa equal to the Floor (-15.00%). Although some individual returns were positive, the weighted average of the Stock Performas is less than zero and, therefore the Minimum Interest Rate of 0.50% (corresponding to an APY of 0.50%) will be assigned for this Coupon Determination Date. Therefore, the Coupon Payment on the applicable Coupon Payment Date would be the Minimum Interest Payment of $5.00 based on a Deposit Amount of $1, Refere Stock Initial Share Price 5th CDD Stock Return Stock Performa Stock Performa x Stock Weighting Stock 1 $ $ % % % Stock 2 $ $ % 6.00% 0.600% Stock 3 $ $ % % % Stock 4 $ $ % 6.00% 0.600% Stock 5 $ $ % % % Stock 6 $ $ % 6.00% 0.600% Stock 7 $ $ % % % Stock 8 $ $ % 6.00% 0.600% Stock 9 $ $ % % % Stock 10 $ $ % % % Weighted Average Stock Performa: % Coupon Rate: 0.000% Minimum Interest Rate: 0.500% APY: 0.500% All numbers provided in these examples are for illustrative purposes only and do not reflect predictions of prices of any Refere Stock. Page 23

24 Examples of Automatic Call Feature The examples set out below are included for illustration purposes only. The Coupon Payments used for purposes of these examples are hypothetical. These hypothetical Coupon Payments are not estimates or forecasts of 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. The three examples that follow use a hypothetical Call Level of $200.00, Digital Coupon of 6.00% and a Floor of %. Example #1: In this hypothetical example, the sum of the first four Coupon Payments is greater than or equal to the Call Level. In such insta, the CD will be automatically called on the 4 th Call Observation Date and the payment amount on the corresponding Call Payment Date would be $1,060.00, representing $1,000 of the Deposit Amount and the final Coupon Payment of $ As a result, the total amount paid over the term of the CD would be $240.00, based on a Deposit Amount of $1,000. Refere Stock Stock Return 1 st CDD 2 nd CDD 3 rd CDD 4 th CDD Stock Stock Stock Stock Stock Stock Performa Return Performa Return Performa Return Stock Performa Stock % 6.00% 22.60% 6.00% 31.70% 6.00% 25.00% 6.00% Stock % 6.00% 11.70% 6.00% 4.50% 6.00% 6.00% 6.00% Stock % 6.00% 20.90% 6.00% 21.40% 6.00% 3.50% 6.00% Stock % 6.00% 28.20% 6.00% 25.80% 6.00% 22.00% 6.00% Stock % 6.00% 18.60% 6.00% 25.30% 6.00% 9.00% 6.00% Stock % 6.00% 25.50% 6.00% 17.80% 6.00% 6.00% 6.00% Stock % 6.00% 4.30% 6.00% 18.90% 6.00% 11.30% 6.00% Stock % 6.00% 5.80% 6.00% 18.20% 6.00% 15.30% 6.00% Stock % 6.00% 33.90% 6.00% 23.70% 6.00% 2.80% 6.00% Stock % 6.00% 2.10% 6.00% 17.50% 6.00% 4.50% 6.00% Hypothetical Weighted Average Stock Performa Coupon Payment 6.00% 6.00% 6.00% 6.00% $60.00 $60.00 $60.00 $60.00 Page 24

25 Example #2: In this hypothetical example, the sum of the first eight Coupon Payments is greater than or equal to the Call Level. In such insta, the CD will be automatically called on the 8th Call Observation Date and the payment amount on the corresponding Call Payment Date would be $1,060.00, representing $1,000 of the Deposit Amount and the final Coupon Payment of $ As a result, the total amount paid over the term of the CD would be $205.00, based on a Deposit Amount of $1,000. Refere Stock Stock Return 1 st CDD 2 nd CDD 3 rd CDD 4 th CDD 5 th CDD Stock Stock Stock Stock Stock Stock Stock Stock Performa Return Performa Return Performa Return Performa Return Stock Performa Stock % 6.00% % % -9.80% -9.80% % % 17.90% 6.00% Stock % 6.00% -6.50% -6.50% % % % % 25.60% 6.00% Stock % 6.00% % % % % -2.10% -2.10% 19.00% 6.00% Stock % 6.00% % % % % -1.70% -1.70% 20.60% 6.00% Stock % 6.00% -1.90% -1.90% % % % % 24.60% 6.00% Stock % 6.00% -2.40% -2.40% -2.30% -2.30% -6.90% -6.90% 4.30% 6.00% Stock % 6.00% % % -5.10% -5.10% % % 19.00% 6.00% Stock % 6.00% % % -6.10% -6.10% % % 26.30% 6.00% Stock % 6.00% % % % % -2.60% -2.60% 18.60% 6.00% Stock % 6.00% % % -2.90% -2.90% % % 13.10% 6.00% Hypothetical Weighted Average Stock Performa Coupon Payment 6.00% % -9.79% -9.75% 6.00% $60.00 $5.00 $5.00 $5.00 $60.00 Refere Stock Stock Return 6 th CDD 7 th CDD 8 th CDD Stock Stock Stock Stock Performa Return Performa Return Stock Performa Stock % % % % 22.00% 6.00% Stock % -7.60% % % 22.80% 6.00% Stock % % % % 5.30% 6.00% Stock % -7.20% % % 26.70% 6.00% Stock % % % % 30.60% 6.00% Stock % -9.90% % % 22.90% 6.00% Stock % -2.30% % % 26.80% 6.00% Stock % -2.40% % % 24.10% 6.00% Stock % % % % 11.20% 6.00% Stock % -7.40% % % 1.40% 6.00% Hypothetical Weighted Average Stock Performa Coupon Payment -9.44% % 6.00% $5.00 $5.00 $60.00 Page 25

26 Example #3: In this hypothetical example, the sum of all of the Coupon Payments up to and including the final Call Observation Date is less than the Call Level. In such insta, the CD will not be automatically called. The payment amount at maturity would be $1,005.00, representing $1,000 of the Deposit Amount and the final Coupon Payment of $5.00. As a result, the total amount paid over the term of the CD would be $160.00, based on a Deposit Amount of $1,000. Refere Stock Stock Return 1 st CDD 2 nd CDD 3 rd CDD 4 th CDD 5 th CDD Stock Stock Stock Stock Stock Stock Stock Stock Performa Return Performa Return Performa Return Performa Return Stock Performa Stock % -9.30% -9.30% -9.30% -4.30% -4.30% 2.60% 6.00% % % Stock % -4.10% % % % % 21.80% 6.00% -9.30% -9.30% Stock % % % % -2.00% -2.00% 13.60% 6.00% -7.30% -7.30% Stock % % % % % % 30.80% 6.00% % % Stock % % % % -4.40% -4.40% 4.90% 6.00% -5.20% -5.20% Stock % % -9.50% -9.50% -9.00% -9.00% 1.00% 6.00% % % Stock % % -7.00% -7.00% -8.10% -8.10% 20.10% 6.00% % % Stock % -5.60% % % -4.50% -4.50% 27.50% 6.00% % % Stock % -3.40% % % -1.80% -1.80% 21.10% 6.00% % % Stock % -3.90% % % % % 14.60% 6.00% -6.40% -6.40% Hypothetical Weighted Average Stock Performa Coupon Payment % % -7.50% 6.00% % $5.00 $5.00 $5.00 $60.00 $5.00 Refere Stock Stock Return 6 th CDD 7 th CDD 8 th CDD 9 th CDD 10 th CDD Stock Stock Stock Stock Stock Stock Stock Stock Performa Return Performa Return Performa Return Performa Return Stock Performa Stock % % % % -6.80% -6.80% 25.60% 6.00% -7.90% -7.90% Stock % -5.00% -5.60% -5.60% % % 4.80% 6.00% % % Stock % % -6.00% -6.00% % % 29.90% 6.00% -1.50% -1.50% Stock % % -2.90% -2.90% % % 19.20% 6.00% % % Stock % -7.20% % % -8.50% -8.50% 23.50% 6.00% % % Stock % % -7.70% -7.70% -1.10% -1.10% 12.40% 6.00% % % Stock % -3.20% % % % % 17.80% 6.00% % % Stock % -4.40% -6.90% -6.90% -9.40% -9.40% 25.40% 6.00% -9.10% -9.10% Stock % % % % % % 2.70% 6.00% -4.30% -4.30% Stock % % -1.60% -1.60% -1.70% -1.70% 2.60% 6.00% % % Hypothetical Weighted Average Stock Performa Coupon Payment % -8.91% -9.50% 6.00% % $5.00 $5.00 $5.00 $60.00 $5.00 Page 26

27 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 Insura Corporation (the FDIC ) within the limits described below. The CDs may be purchased both upon issua (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 insura up to $250,000. The insura limit applicable to each insurable capacity will be referred to as the Maximum Applicable Deposit Insura Amount. For purposes of the Maximum Applicable Deposit Insura 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 July 30, 2013 BMO Capital Markets