$125,000,000 5,000,000 Non-Cumulative 5-Year Rate Reset First Preferred Shares Series 5

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1 No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This prospectus supplement, together with the short form base shelf prospectus dated January 30, 2014 to which it relates, as amended or supplemented, and each document deemed to be incorporated by reference in the short form base shelf prospectus, as amended or supplemented, constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. Information has been incorporated by reference in this prospectus supplement and the accompanying short form base shelf prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein or therein by reference may be obtained on request, without charge, from the Corporate Secretary of Canadian Western Bank, Canadian Western Bank Place, Suite 3000, Jasper Avenue, Edmonton, Alberta T5J 3X6, telephone: (780) and are also available electronically at The non-cumulative first preferred shares to be issued hereunder have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the 1933 Act ), or the securities laws of any state of the United States and may not be offered, sold or delivered, directly or indirectly, in the United States, its territories, its possessions and other areas subject to its jurisdiction or to, or for the account or benefit of, a U,S. person (as defined in Regulation S under the 1933 Act), except in certain transactions exempt from, or not subject to, the registration requirements of the 1933 Act and applicable state securities laws. This prospectus supplement does not constitute an offer to sell or a solicitation of an offer to buy any of these securities within the United States New Issue February 3, 2014 Prospectus Supplement (To the Short Form Base Shelf Prospectus Dated January 30, 2014) $125,000,000 5,000,000 Non-Cumulative 5-Year Rate Reset First Preferred Shares Series 5 This offering (the Offering ) of non-cumulative 5-year rate reset First Preferred Shares Series 5 (the Series 5 Preferred Shares ) of Canadian Western Bank (the Bank ) under this prospectus supplement (the Prospectus Supplement ) consists of 5,000,000 Series 5 Preferred Shares. The holders of Series 5 Preferred Shares will be entitled to receive fixed non-cumulative preferential cash dividends, as and when declared by the board of directors of the Bank (the Board of Directors ), for the initial period commencing on the Closing Date (as defined herein) and ending on and including April 30, 2019 (the Initial Fixed Rate Period ), payable quarterly on the last day of January, April, July and October in each year or if such day is not a business day, on the next business day, at an annual rate equal to $1.100 per Series 5 Preferred Share. The initial dividend, if declared, will be payable on April 30, 2014 and will be $ per Series 5 Preferred Share, based on the anticipated Closing Date of February 10, Thereafter, quarterly dividends will be at a rate of $1.100 per Series 5 Preferred Share during the Initial Fixed Rate Period. Reference is made to Details of the Offering. For each 5-year period after the Initial Fixed Rate Period (each a Subsequent Fixed Rate Period ), the holders of Series 5 Preferred Shares will be entitled to receive fixed non-cumulative preferential cash dividends, as and when declared by the Board of Directors, payable quarterly on the last day of January, April, July and October in each year, in the amount per share per annum determined by multiplying the Annual Fixed Dividend Rate (as defined herein) applicable to such Subsequent Fixed Rate Period by $ The Annual Fixed Dividend Rate for the ensuing Subsequent Fixed Rate Period will be determined by the Bank on the 30th day prior to the first day of such Subsequent Fixed Rate Period and will be equal to the sum of the Government of Canada Yield (as defined herein) on the date on which the Annual Fixed Dividend Rate is determined plus 2.76%. Reference is made to Details of the Offering.

2 Option to Convert Into Series 6 Preferred Shares The holders of Series 5 Preferred Shares will have the right, at their option, to convert any or all of their Series 5 Preferred Shares into an equal number of non-cumulative floating rate First Preferred Shares Series 6 of the Bank (the Series 6 Preferred Shares ), subject to certain conditions, on April 30, 2019 and on April 30th every five years thereafter. The holders of Series 6 Preferred Shares will be entitled to receive floating rate non-cumulative preferential cash dividends, as and when declared by the Board of Directors, payable quarterly on the last day of January, April, July and October in each year (the initial quarterly dividend period and each subsequent quarterly dividend period is referred to as a Quarterly Floating Rate Period ), in the amount per Series 6 Preferred Share determined by multiplying the applicable Floating Quarterly Dividend Rate (as defined herein) by $ The Floating Quarterly Dividend Rate will be equal to the sum of the T-Bill Rate (as defined herein) plus 2.76% (calculated on the basis of the actual number of days elapsed in the applicable Quarterly Floating Rate Period divided by 365) determined on the 30th day prior to the first day of the applicable Quarterly Floating Rate Period. Reference is made to Details of the Offering. Upon the occurrence of a Trigger Event (as defined herein), each Series 5 Preferred Share and, if issued, each Series 6 Preferred Share will be and will be deemed, for all purposes, to be, automatically converted (a Contingent Conversion ), without the consent of the holders thereof, into that number of fully-paid common shares of the Bank ( Common Shares ) determined by dividing the Preferred Share Conversion Value (as defined herein) plus any declared but unpaid dividends in respect of such Series 5 Preferred Share or Series 6 Preferred Share by the Common Share Value (as defined herein). Investors should therefore carefully consider the disclosure with respect to the Bank, the Series 5 Preferred Shares, the Series 6 Preferred Shares, the Common Shares and the consequences of a Trigger Event included and incorporated by reference in this Prospectus Supplement and the accompanying short form base shelf prospectus of the Bank dated January 30, 2014 (the Prospectus ). Subject to the provisions of the Bank Act (Canada) (the Bank Act ) and to the prior consent of the Superintendent of Financial Institutions Canada (the Superintendent ) and to the provisions described below under Details of the Offering Certain Provisions of the Series 5 Preferred Shares as a Series - Restrictions on Dividends and Retirement of Shares, on April 30, 2019 and on April 30th every five years thereafter, the Bank may redeem all or any part of the then outstanding Series 5 Preferred Shares, at the Bank s option without the consent of the holder, by the payment of an amount in cash for each such share so redeemed of $25.00 together with all declared and unpaid dividends to the date fixed for redemption. Reference is made to Details of the Offering. The Series 5 Preferred Shares and the Series 6 Preferred Shares do not have a fixed maturity date and are not redeemable at the option of the holders of Series 5 Preferred Shares or Series 6 Preferred Shares, respectively. Reference is made to Risk Factors. Price: $25.00 per Series 5 Preferred Share to yield initially 4.40% per annum National Bank Financial Inc. ( NBF ), BMO Nesbitt Burns Inc., RBC Dominion Securities Inc., TD Securities Inc., CIBC World Markets Inc., Scotia Capital Inc., Desjardins Securities Inc., Canaccord Genuity Corp., GMP Securities L.P. and Raymond James Ltd. (collectively, the Underwriters ), as principals, conditionally offer the Series 5 Preferred Shares, subject to prior sale if, as and when issued by the Bank and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement referred to under Plan of Distribution and subject to the approval of certain legal matters on behalf of the Bank by Torys LLP and on behalf of the Underwriters by McCarthy Tétrault LLP. The offering price was determined by negotiation between the Bank and the Underwriters.

3 Price to the Public Underwriters Fee (1) Net Proceeds to the Bank (2) Per Series 5 Preferred Share... $25.00 $0.75 $24.25 Total... $125,000,000 $3,750,000 $121,250,000 (1) The Underwriters fee is $0.25 for each share sold to certain institutions and $0.75 per share for all other shares sold. The total represents the Underwriters fee assuming no shares are sold to such institutions. (2) Before deducting expenses of this Offering, estimated at $400,000, which together with the Underwriters fee are payable by the Bank. In connection with this Offering, the Underwriters may over-allot or effect transactions which stabilize or maintain the market price of the Series 5 Preferred Shares in accordance with market stabilization rules. Such transactions, if commenced, may be discontinued at any time. The Underwriters may decrease the price at which the Series 5 Preferred Shares are distributed for cash from the initial offering price of $25.00 per Series 5 Preferred Share. Reference is made to Plan of Distribution for additional disclosure concerning a possible price decrease. Subscriptions for minimum increments of 100 Series 5 Preferred Shares will be received by the Underwriters subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. It is expected that the closing of the Offering will take place on February 10, 2014 or at such later date as may be agreed upon, but in any event not later than February 17, 2014 (the Closing Date ). A book-entry only certificate representing the Series 5 Preferred Shares distributed hereunder will be issued in registered form to CDS Clearing and Depository Services Inc. ( CDS ), or its nominee, and will be deposited with CDS on the Closing Date, and registration will be made in the depository service of CDS. A purchaser of Series 5 Preferred Shares will receive only a customer confirmation from the registered dealer who is a CDS participant ( CDS Participant ) from or through whom the Series 5 Preferred Shares are purchased. Physical certificates representing the Series 5 Preferred Shares will be issued to purchasers in certain circumstances. Reference is made to Book-Entry Only Securities. The Toronto Stock Exchange (the TSX ) has conditionally approved the listing of the Series 5 Preferred Shares, the Series 6 Preferred Shares and the Common Shares into which such shares may be converted upon a Contingent Conversion on the TSX, subject to the Bank fulfilling all of the requirements of the TSX on or before May 5, The Common Shares and the First Preferred Shares Series 3 (the Series 3 Preferred Shares ) are listed and posted for trading on the TSX under the symbols CWB and CWB.PR.A, respectively. On January 30, 2014, the last day of trading prior to the public announcement of the Offering, the closing price for the Common Shares and the Series 3 Preferred Shares on the TSX were $36.47 and $25.32, respectively. Valiant Trust Company (the Transfer Agent ), at its offices in Calgary, Alberta and Toronto, Ontario, is the transfer agent and registrar for the Series 5 Preferred Shares. See Transfer Agent and Registrar. There are risks associated with an investment in securities of the Bank. See the risk factors set forth under Risk Factors for a discussion of factors that should be considered by prospective investors and their advisors in assessing the appropriateness of an investment in the Series 5 Preferred Shares.

4 TABLE OF CONTENTS GENERAL MATTERS...S-1 CAUTION REGARDING FORWARD-LOOKING STATEMENTS...S-1 DOCUMENTS INCORPORATED BY REFERENCE...S-2 ELIGIBILITY FOR INVESTMENT...S-3 USE OF PROCEEDS...S-3 CHANGES IN CONSOLIDATED CAPITALIZATION IN THE BANK...S-4 SHARE CAPITAL...S-4 DETAILS OF THE OFFERING...S-4 RATINGS...S-18 EARNINGS COVERAGE...S-18 PLAN OF DISTRIBUTION...S-18 RISK FACTORS...S-20 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS...S-24 TRADING PRICE AND VOLUME OF THE BANK S SECURITIES...S-27 LEGAL MATTERS...S-27 TRANSFER AGENT AND REGISTRAR...S-27 STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION...S-27 CERTIFICATE OF THE UNDERWRITERS...S-29

5 GENERAL MATTERS In this Prospectus Supplement, the Bank, we, us and our refer collectively to the Bank and its affiliates, unless the context otherwise requires. All references in this Prospectus Supplement to dollars or $ are to Canadian dollars unless otherwise noted. The Bank s financial statements incorporated herein by reference have been prepared in accordance with International Financial Reporting Standards. You should rely only on the information contained in this Prospectus Supplement and in the Prospectus. We have not authorized anyone to provide you with information different from that contained in this Prospectus Supplement or the Prospectus. We are offering to sell, and seeking offers to buy, the Series 5 Preferred Shares only in jurisdictions where, and to persons to whom, offers and sales are lawfully permitted. The information contained in this Prospectus Supplement is accurate only as of the date of this Prospectus Supplement, regardless of the time of delivery of this Prospectus Supplement or of any sale of the Series 5 Preferred Shares. CAUTION REGARDING FORWARD-LOOKING STATEMENTS From time to time, the Bank makes written and verbal forward-looking statements. Statements of this type are included in the Prospectus and this Prospectus Supplement, in the most recent Annual Report of the Bank and reports to shareholders and may be included in filings with Canadian securities regulators or in other communications such as press releases and corporate presentations. Forward-looking statements include, but are not limited to, statements about the Bank s objectives and strategies, targeted and expected financial results, and the outlook for the Bank s businesses or for the Canadian economy. Forward-looking statements are typically identified by the words believe, expect, anticipate, intend, estimate, may increase, may impact, goal, focus, potential, proposed and other similar expressions, or future or conditional verbs such as will, should, would and could. By their very nature, forward-looking statements involve numerous assumptions and are subject to inherent risks and uncertainties, which give rise to the possibility that management s predictions, forecasts, projections, expectations and conclusions will not prove to be accurate, that its assumptions may not be correct and that its strategic goals will not be achieved. A variety of factors, many of which are beyond the Bank s control, may cause actual results to differ materially from the expectations expressed in the forward-looking statements. These factors include, but are not limited to, general business and economic conditions in Canada, including the volatility and level of liquidity in financial markets, fluctuations in interest rates and currency values, changes in monetary policy, changes in economic and political conditions, legislative and regulatory developments, legal developments, the level of competition, the occurrence of weather-related and other natural catastrophes, changes in accounting standards and policies, the accuracy and completeness of information the Bank receives about customers and counterparties, the ability to attract and retain key personnel, the ability to complete and integrate acquisitions, reliance on third parties to provide components of business infrastructure, changes in tax laws, technological developments, unexpected changes in consumer spending and saving habits, timely development and introduction of new products, and management s ability to anticipate and manage the risks associated with these factors. It is important to note that the preceding list is not exhaustive of possible factors. Additional information about these factors can be found in the Risk Management section of the Bank s Management s Discussion and Analysis as contained in the Bank s Annual Report for the year ended October 31, These and other factors should be considered carefully, and readers are cautioned not to place undue reliance on these forward-looking statements as a number of important factors may cause the Bank s actual results to differ materially from the expectations expressed in such forward-looking statements. Unless required by securities law, the Bank does not undertake to update any forward-looking statement, whether written or verbal, that may be made from time to time by it or on its behalf. S-1

6 Assumptions about the performance of the Canadian economy in 2014 and how it will affect the Bank s businesses are material factors considered when setting organizational objectives and targets. Performance target ranges for fiscal 2014 consider the following management assumptions: a modest acceleration of economic growth in Canada and relatively stronger performance in the four western provinces; prices for energy and other commodities remaining at levels comparable with those observed at October 31, 2013; sound credit quality with actual losses remaining within the Bank s historical range of acceptable levels; and a relatively stable net interest margin attributed to favourable deposit costs and shifts in asset mix that help to offset impacts from the very low interest rate environment and competitive factors. Potential risks that would have a material adverse impact on current economic expectations and forecasts include a global recession spurred by a return to negative growth in the euro zone, a material slowdown of economic growth in the United States and/or China, or a significant and sustained deterioration in Canadian residential real estate prices. Unexpected pricing competition and/or disruptions in domestic or global financial markets that meaningfully impact the costs of overall deposit funding may also contribute to adverse financial results compared to expectations. DOCUMENTS INCORPORATED BY REFERENCE This Prospectus Supplement is deemed to be incorporated by reference into the Prospectus solely for the purpose of the offering of the Series 5 Preferred Shares. The following documents have been filed with the securities regulatory authorities in each province and territory of Canada and are specifically incorporated by reference into, and form an integral part of, this Prospectus Supplement: (a) the Bank s Annual Information Form dated December 4, 2013; (b) the Bank s consolidated financial statements for the years ended October 31, 2013 and 2012, together with the auditors reports thereon; (c) (d) (e) (f) the Bank s Management s Discussion and Analysis as contained in the Bank s Annual Report for the year ended October 31, 2013; the Bank s October 22, 2013 Management Proxy Circular and attached Notice of Special Meeting held December 12, 2013; the Bank s January 3, 2014 Management Proxy Circular and attached Notice of Annual and Special Meeting to be held March 6, 2014; the template version (as defined in National Instrument General Prospectus Requirements ( NI )) of the term sheet for the Series 5 Preferred Shares dated January 31, 2014, filed on SEDAR in connection with the Offering (the Initial Term Sheet ); and (g) the template version of the revised term sheet for the Series 5 Preferred Shares dated January 31, 2014, filed on SEDAR in connection with the Offering (the Term Sheet ) The Initial Term Sheet is not part of this Prospectus Supplement to the extent that the contents of the Initial Term Sheet have been modified or superseded by a statement contained in this Prospectus Supplement. S-2

7 The Initial Term Sheet reflected an offering amount of $100,000,000 (4,000,000 Series 5 Preferred Shares) and an Underwriters option exercisable at the issue price, in whole or in part, up to two business days prior to closing, to purchase up to 600,000 additional Series 5 Preferred Shares. The terms of this Offering have been confirmed, including to reflect an offering amount of $125,000,000 (5,000,000 Series 5 Preferred Shares) and removal of the Underwriters option. Pursuant to subsection 9A.3(7) of National Instrument Shelf Distributions, the Bank prepared the Term Sheet reflecting the modifications discussed above, and a blackline has been prepared to show the modified statements. A copy of the Term Sheet and associated blackline can be found under the Bank s profile on Any documents of the type described in Section 11.1 of Form F1 Short Form Prospectus filed by the Bank and any template version of marketing materials (as defined in NI ) filed by the Bank with the various securities commissions or similar authorities in Canada pursuant to the requirements of applicable securities legislation after the date of this Prospectus Supplement and prior to the completion or withdrawal of any offering hereunder are deemed to be incorporated by reference in the Prospectus and this Prospectus Supplement. Any statement contained in this Prospectus Supplement, the Prospectus or in a document incorporated or deemed to be incorporated by reference in this Prospectus Supplement or in the Prospectus will be deemed to be modified or superseded for purposes of this Prospectus Supplement or the Prospectus, as the case may be, to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein or therein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement will not be deemed an admission for any purpose that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Prospectus Supplement or the Prospectus. ELIGIBILITY FOR INVESTMENT In the opinion of Torys LLP, counsel to the Bank, and McCarthy Tétrault LLP, counsel to the Underwriters, the Series 5 Preferred Shares to be issued under this Prospectus Supplement, if issued on the date hereof, would be, on such date, qualified investments under the Income Tax Act (Canada) (the Tax Act ) and the regulations thereunder for trusts governed by registered retirement savings plans ( RRSPs ), registered retirement income funds ( RRIFs ), deferred profit sharing plans, registered education savings plans, registered disability savings plans and tax-free savings accounts ( TFSAs ). Notwithstanding that the Series 5 Preferred Shares may be qualified investments, a holder of a TFSA or an annuitant of an RRSP or RRIF will be subject to a penalty tax if the Series 5 Preferred Shares are prohibited investments (as defined in the Tax Act) for a trust governed by a TFSA, RRSP or RRIF. The Series 5 Preferred Shares will generally be a prohibited investment for a trust governed by a TFSA, RRSP or RRIF if the holder of the TFSA or the annuitant under the RRSP or RRIF, as the case may be, does not deal at arm s length with the Bank for purposes of the Tax Act or has a significant interest (within the meaning of the Tax Act) in the Bank, unless such shares constitute excluded property (as defined in subsection (1) of the Tax Act) for the TFSA, RRSP or RRIF, as the case may be. Holders of TFSAs and annuitants under RRSPs or RRIFs should consult their own tax advisors in this regard. USE OF PROCEEDS The net proceeds to the Bank from the Offering are estimated to be approximately $120,850,000, after deducting the expenses of the Offering of approximately $400,000 and the underwriting fee of $3,750,000 (assuming no Series 5 Preferred Shares are sold to institutions). Such net proceeds will be added to the Bank s capital base and will be used for general corporate purposes. S-3

8 CHANGES IN CONSOLIDATED CAPITALIZATION IN THE BANK Upon the completion of the Offering, the Bank will issue 5,000,000 Series 5 Preferred Shares. SHARE CAPITAL The authorized share capital of the Bank consists of an unlimited number of Common Shares, an unlimited number of First Preferred Shares, provided that the maximum aggregate consideration for all outstanding First Preferred Shares at any time does not exceed $1,000,000,000, and 33,964,324 Class A Shares. As of January 31, 2014, there were 8,352,596 Series 3 Preferred Shares (with an aggregate consideration (par amount) of $208,814,900), 79,897,288 Common Shares and no Class A Shares issued and outstanding. The Board of Directors has approved the redemption of all of the outstanding Series 3 Preferred Shares. The redemption is subject to the approval of the Superintendent. The Prospectus sets out a summary of the restrictions contained in the Bank Act concerning the issue, transfer, acquisition, beneficial ownership and voting of any shares of the Bank, including the First Preferred Shares and the Common Shares. If a person contravenes any of these restrictions, the Minister of Finance (Canada) may, by order, direct such person to dispose of all or any portion of those shares. The Prospectus also sets out a summary of additional statutory and contractual restrictions concerning the declaration of dividends by the Bank and of the statutory restrictions concerning the redemption or purchase by the Bank of its shares. See Bank Act Restrictions and Restrictions on Payment of Dividends in the Prospectus. DETAILS OF THE OFFERING The following is a summary of the rights, privileges, restrictions and conditions of or attaching to the Series 5 Preferred Shares as a series and the Series 6 Preferred Shares as a series, each of which represents a series of First Preferred Shares. See Description of First Preferred Shares in the Prospectus for a description of the general terms and provisions of the First Preferred Shares as a class. Definition of Terms Shares: The following definitions are relevant to both the Series 5 Preferred Shares and the Series 6 Preferred Bank Rate means the minimum rate at which the Bank of Canada extends short-term advances to members of the Canadian Payments Association. Contingent Conversion Formula means: (Multiplier x Preferred Share Conversion Value) Conversion Price = number of Common Shares into which each Series 5 Preferred Share shall be converted Conversion Price means the greater of (i) the Floor Price and (ii) the Current Market Price of the Common Shares. Current Market Price of the Common Shares means the volume-weighted average trading price of the Common Shares on the TSX or, if not then listed on that exchange, on another exchange or market chosen by the Board of Directors on which the Common Shares are then traded, for the ten (10) consecutive Trading Days ending on the day immediately prior to the date of the Contingent Conversion, or, if no such trading prices are available, Current Market Price shall be the fair value of the Common Shares as reasonably determined by the Board of Directors. Equivalent Support means a form of support that enhances the Bank s risk-based capital ratios or is funding that is provided on terms other than normal terms and conditions, provided that, for greater certainty, and without limitation, Equivalent Support does not include: S-4

9 (a) (b) (c) Emergency Liquidity Assistance provided by the Bank of Canada at or above the Bank Rate; open bank liquidity assistance provided by the Canada Deposit Insurance Corporation at or above its cost of funds; and support, including conditional, limited guarantees, provided by the Canada Deposit Insurance Corporation to facilitate a transaction, including an acquisition or amalgamation. Floor Price means $5.00, as such value may be adjusted as described under Certain Provisions of the Series 5 Preferred Shares as a Series Conversion of Series 5 Preferred Shares into Common Shares upon a Trigger Event and Certain Provisions of the Series 6 Preferred Shares as a Series Conversion of Series 6 Preferred Shares into Common Shares upon a Trigger Event. Ineligible Government Holder means any person who is the federal or a provincial government in Canada or agent or agency thereof, or the government of a foreign country or any political subdivision of a foreign country, or any agent or agency of a foreign government, in each case to the extent that the recording in the Bank s securities register of a transfer or issue of any share of the Bank to such person would cause the Bank to contravene the Bank Act. Ineligible Person means any person whose address is in, or whom the Bank or its Transfer Agent has reason to believe is a resident of, any jurisdiction outside of Canada to the extent that the issuance or delivery by the Bank to such person of Series 5 Preferred Shares, Series 6 Preferred Shares or Common Shares, as the case may be, upon the exercise of rights of conversion or upon a Contingent Conversion (i) would require the Bank to take any action to comply with securities, banking or analogous laws of such jurisdiction or (ii) would give rise to a liability for withholding tax in connection with such issuance or delivery. Multiplier means 1.0. Preferred Share Conversion Value means (i) the par amount of $25.00 per Series 5 Preferred Share and (ii) the par amount of $25.00 per Series 6 Preferred Share, as the case may be, plus any declared but unpaid dividends in respect of such Series 5 Preferred Share or Series 6 Preferred Share, as the case may be. Significant Shareholder means any person who beneficially owns, directly or indirectly, through entities controlled by such person or persons associated with or acting jointly or in concert with such person (as determined in accordance with the Bank Act), shares of any class of the Bank in excess of 10% of the total number of outstanding shares of that class in contravention of the Bank Act. Trading Day means, with respect to any stock exchange or market, a day on which shares may be traded through the facilities of that stock exchange or market. Trigger Event has the meaning set out in the OSFI (as defined below) Guideline for Capital Adequacy Requirements (CAR), Chapter 2 Definition of Capital, effective January 2013, as such term may be amended or superseded by OSFI from time to time, which term currently provides that each of the following constitutes a Trigger Event: (a) the Superintendent publicly announces that the Bank has been advised, in writing, that the Superintendent is of the opinion that the Bank has ceased, or is about to cease, to be viable and that, after the conversion of the Series 5 Preferred Shares, the Series 6 Preferred Shares and all other contingent instruments issued by the Bank and taking into account any other factors or circumstances that are considered relevant or appropriate, it is reasonably likely that the viability of the Bank will be restored or maintained; or S-5

10 (b) a federal or provincial government in Canada publicly announces that the Bank has accepted or agreed to accept a capital injection, or Equivalent Support, from the federal government or any provincial government or political subdivision or agent or agency thereof without which the Bank would have been determined by the Superintendent to be non-viable. Certain Provisions of the Series 5 Preferred Shares as a Series Definition of Terms The following definitions are relevant to the Series 5 Preferred Shares. Annual Fixed Dividend Rate means, for any Subsequent Fixed Rate Period, the rate (expressed as a percentage rate rounded down to the nearest one hundred thousandth of one percent (with % being rounded up)) equal to the sum of the Government of Canada Yield on the applicable Fixed Rate Calculation Date plus 2.76%. Bloomberg Screen GCAN5YR Page means the display designated as page GCAN5YR<INDEX> on the Bloomberg Financial L.P. service (or such other page as may replace the GCAN5YR page on that service) for purposes of displaying Government of Canada Bond yields. Fixed Rate Calculation Date means, for any Subsequent Fixed Rate Period, the 30th day prior to the first day of such Subsequent Fixed Rate Period. Government of Canada Yield on any date means the yield to maturity on such date (assuming semiannual compounding) of a Canadian dollar denominated non-callable Government of Canada bond with a term to maturity of five years as quoted as of 10:00 a.m. (Toronto time) on such date and which appears on the Bloomberg Screen GCAN5YR Page on such date; provided that, if such rate does not appear on the Bloomberg Screen GCAN5YR Page on such date, the Government of Canada Yield will mean the average of the yields determined by two registered Canadian investment dealers selected by the Bank as being the yield to maturity on such date (assuming semi-annual compounding) which a Canadian dollar denominated non-callable Government of Canada bond would carry if issued in Canadian dollars at 100% of its principal amount on such date with a term to maturity of five years. Initial Fixed Rate Period means the period commencing on the Closing Date and ending on and including April 30, Subsequent Fixed Rate Period means for the initial Subsequent Fixed Rate Period, the period commencing May 1, 2019 and ending on and including April 30, 2024 and for each succeeding Subsequent Fixed Rate Period, the period commencing on the day immediately following the end of the immediately preceding Subsequent Fixed Rate Period and ending on and including April 30 in the fifth year thereafter. Issue Price The Series 5 Preferred Shares will have an issue price of $25.00 per Series 5 Preferred Share. Dividends During the Initial Fixed Rate Period, the holders of the Series 5 Preferred Shares will be entitled to receive fixed quarterly non-cumulative preferential cash dividends, as and when declared by the Board of Directors, subject to the provisions of the Bank Act, on the last day of January, April, July and October in each year, at a rate equal to $1.100 per Series 5 Preferred Share. The initial dividend, if declared, will be payable on April 30, 2014 and will be $ per Series 5 Preferred Share, based on the anticipated Closing Date of February 10, S-6

11 During each Subsequent Fixed Rate Period after the Initial Fixed Rate Period, the holders of Series 5 Preferred Shares will be entitled to receive fixed non-cumulative preferential cash dividends, as and when declared by the Board of Directors, subject to the provisions of the Bank Act, payable quarterly on the last day of January, April, July and October in each year, in the amount per share per annum determined by multiplying the Annual Fixed Dividend Rate applicable to such Subsequent Fixed Rate Period by $ The Annual Fixed Dividend Rate applicable to a Subsequent Fixed Rate Period will be determined by the Bank on the Fixed Rate Calculation Date. Such determination will, in the absence of manifest error, be final and binding upon the Bank and upon all holders of Series 5 Preferred Shares. The Bank will, on the Fixed Rate Calculation Date, give written notice of the Annual Fixed Dividend Rate for the ensuing Subsequent Fixed Rate Period to the registered holders of the then outstanding Series 5 Preferred Shares. If the Board of Directors does not declare a dividend, or any part thereof, on the Series 5 Preferred Shares on or before the dividend payment date for a particular quarter, then the entitlement of the holders of the Series 5 Preferred Shares to receive such dividend, or to any part thereof, for such quarter will be forever extinguished. Redemption The Series 5 Preferred Shares will not be redeemable prior to April 30, Subject to the provisions of the Bank Act and to the prior consent of the Superintendent and to the provisions described below under the heading Restrictions on Dividends and Retirement of Shares, on April 30, 2019 and on April 30 every five years thereafter, the Bank may redeem all or any part of the then outstanding Series 5 Preferred Shares, at the Bank s option without the consent of the holder, by the payment of an amount in cash for each such share so redeemed of $25.00 together with all declared and unpaid dividends to the date fixed for redemption. Notice of any redemption will be given by the Bank at least 30 days and not more than 60 days prior to the date fixed for redemption. If less than all the outstanding Series 5 Preferred Shares are at any time to be redeemed, the shares to be redeemed will be redeemed pro rata, disregarding fractions or in any other manner that the Board of Directors may determine. Conversion of Series 5 Preferred Shares into Series 6 Preferred Shares Holders of Series 5 Preferred Shares will have the right, at their option, on April 30, 2019 and on April 30th every five years thereafter (a Series 5 Conversion Date ), to convert, subject to the restrictions on conversion described below and the payment or delivery to the Bank of evidence of payment of the tax (if any) payable, all or any of their Series 5 Preferred Shares registered in their name into Series 6 Preferred Shares on the basis of one Series 6 Preferred Share for each Series 5 Preferred Share. The conversion of Series 5 Preferred Shares may be effected upon notice in writing ( Election Notice ) given not earlier than the 30th day prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day preceding, a Series 5 Conversion Date. Once received by the Bank or its nominee, an Election Notice is irrevocable. The Bank will, at least 30 days and not more than 60 days prior to the applicable Series 5 Conversion Date, give notice in writing to the then registered holders of the Series 5 Preferred Shares of the above-mentioned conversion right. On the 30th day prior to each Series 5 Conversion Date, the Bank will give notice in writing to the then registered holders of the Series 5 Preferred Shares of the Annual Fixed Dividend Rate for the next succeeding Subsequent Fixed Rate Period and the Floating Quarterly Dividend Rate applicable to the Series 6 Preferred Shares for the next succeeding Quarterly Floating Rate Period. Holders of Series 5 Preferred Shares will not be entitled to convert their shares into Series 6 Preferred Shares if the Bank determines that there would remain outstanding on a Series 5 Conversion Date less than 500,000 Series 6 Preferred Shares, after having taken into account all Series 5 Preferred Shares tendered for conversion into Series 6 Preferred Shares and all Series 6 Preferred Shares tendered for conversion into Series 5 Preferred Shares. The Bank will give notice in writing thereof to all registered holders of Series 5 Preferred Shares at least seven days prior to the applicable Series 5 Conversion Date. Furthermore, if the Bank determines that there would remain outstanding on a Series 5 Conversion Date less than 500,000 Series 5 Preferred Shares, after having taken into account all Series S-7

12 5 Preferred Shares tendered for conversion into Series 6 Preferred Shares and all Series 6 Preferred Shares tendered for conversion into Series 5 Preferred Shares, then, all, but not part, of the remaining outstanding Series 5 Preferred Shares will automatically be converted into Series 6 Preferred Shares on the basis of one Series 6 Preferred Share for each Series 5 Preferred Share on the applicable Series 5 Conversion Date and the Bank will give notice in writing thereof to the then registered holders of such remaining Series 5 Preferred Shares at least seven days prior to the Series 5 Conversion Date. Upon exercise by the holder of this right to convert Series 5 Preferred Shares into Series 6 Preferred Shares, the Bank reserves the right not to issue Series 6 Preferred Shares to any person whose address is in, or whom the Bank or its Transfer Agent has reason to believe is a resident of the United States, its territories or possessions or other jurisdiction (other than Canada) the laws of which would require the Bank to comply with the registration, prospectus, filing or other similar requirements under the applicable securities laws of such jurisdiction. Upon exercise by the holder of this right to convert Series 5 Preferred Shares into Series 6 Preferred Shares, the Bank reserves the right not to (i) deliver Series 6 Preferred Shares to any person whom the Bank or its Transfer Agent has reason to believe is an Ineligible Person or any person who, by virtue of that conversion, would become a Significant Shareholder, or (ii) record in its securities register a transfer or issue of Series 6 Preferred Shares to any person whom the Bank or its Transfer Agent has reason to believe is an Ineligible Government Holder based on a declaration submitted to the Bank or its Transfer Agent by or on behalf of such person. In such circumstances, the Bank or its agent will hold, as agent of any such person, all or the relevant number of Series 6 Preferred Shares otherwise to be delivered to such Ineligible Persons or persons who would become Significant Shareholders or registered to such Ineligible Government Holders, as the case may be, and the Bank or its agent will deliver such shares to a broker retained by the Bank for the purpose of selling such Series 6 Preferred Shares to parties other than the Bank and its affiliates on behalf of any such person. Such sales (if any) will be made at such times and at such prices, as the Bank (or its agent as directed by the Bank), in its sole discretion, may determine. Neither the Bank nor its agent will be subject to any liability for failure to sell any such Series 6 Preferred Shares on behalf of any such person or at any particular price on any particular day. The net proceeds received by the Bank or its agent from the sale of any such Series 6 Preferred Shares will be delivered to any such person, after deducting the costs of sale and any applicable withholding taxes, in accordance with the procedures of CDS or otherwise. If the Bank gives notice to the registered holders of the Series 5 Preferred Shares of the redemption of all the Series 5 Preferred Shares, the Bank will not be required to give notice as provided hereunder to the registered holders of the Series 5 Preferred Shares of an Annual Fixed Dividend Rate, a Floating Quarterly Dividend Rate applicable to the Series 6 Preferred Shares, or of the conversion right of holders of Series 5 Preferred Shares and the right of any holder of Series 5 Preferred Shares to convert such Series 5 Preferred Shares will cease and terminate in that event. Conversion of Series 5 Preferred Shares into Common Shares upon a Trigger Event Upon the occurrence of a Trigger Event, each Series 5 Preferred Share will be, and will be deemed, for all purposes, to be, automatically converted, without the consent of the holders thereof, into that number of fully-paid Common Shares determined by the Contingent Conversion Formula. In any case where the aggregate number of Common Shares to be issued to a holder of Series 5 Preferred Shares pursuant to a Contingent Conversion includes a fraction of a Common Share, such number of Common Shares to be issued to such holder shall be rounded down to the nearest whole number of Common Shares and no cash payment shall be made in lieu of such fractional Common Share. As promptly as practicable after the occurrence of a Trigger Event, the Bank shall announce the Contingent Conversion by way of a press release and shall give notice of the Contingent Conversion to the then registered holders of the Series 5 Preferred Shares. From and after the Trigger Event, the Series 5 Preferred Shares will cease to be outstanding, the holders of the Series 5 Preferred Shares will cease to be entitled to dividends on such shares and any certificates representing the Series 5 Preferred Shares will represent only the right to receive upon surrender of such certificate the applicable number of Common Shares described above. A Contingent Conversion shall be mandatory and binding upon both the Bank and all holders of the Series 5 Preferred Shares notwithstanding anything else including: (i) any prior action to or in furtherance of redeeming, exchanging or converting the Series 5 Preferred Shares pursuant to the other terms and conditions of the Series 5 Preferred Shares; and (ii) any delay in or impediment to the issuance or delivery of the Common Shares to the holders of the Series 5 Preferred Shares. See S-8

13 Risk Factors for a discussion of the circumstances that may result in a Trigger Event and the consequences of a Trigger Event to a holder of Series 5 Preferred Shares. Upon a Contingent Conversion, the Bank reserves the right not to (i) deliver Common Shares to any person whom the Bank or its Transfer Agent has reason to believe is an Ineligible Person or any person who, by virtue of the Contingent Conversion, would become a Significant Shareholder, or (ii) record in its securities register a transfer or issue of Common Shares to any person whom the Bank or its Transfer Agent has reason to believe is an Ineligible Government Holder based on a declaration submitted to the Bank or its Transfer Agent by or on behalf of such person. In such circumstances, the Bank or its agent will hold, as agent of any such person, all or the relevant number of Common Shares otherwise to be delivered to such Ineligible Persons or persons who would become Significant Shareholders or registered to such Ineligible Government Holders, as the case may be, and the Bank or its agent will deliver such shares to a broker retained by the Bank for the purpose of selling such Common Shares to parties other than the Bank and its affiliates on behalf of any such person. Such sales (if any) will be made at such times and at such prices, as the Bank (or its agent as directed by the Bank), in its sole discretion, may determine. Neither the Bank nor its agent will be subject to any liability for failure to sell any such Common Shares on behalf of any such person or at any particular price on any particular day. The net proceeds received by the Bank or its agent from the sale of any such Common Shares will be delivered to any such person, after deducting the costs of sale and any applicable withholding taxes, in accordance with the procedures of CDS or otherwise. The Floor Price is subject to adjustment in the event of: (a) (b) (c) the issuance of Common Shares or securities exchangeable for or convertible into Common Shares to all or substantially all of the holders of the Common Shares as a stock dividend; the subdivision, re-division or change of the Common Shares into a greater number of shares; or the reduction, combination or consolidation of the Common Shares into a lesser number of shares, any of such events in clauses (a) to (c) being called a Common Share Reorganization. No adjustment of the Floor Price will be made if the amount of such adjustment will be less than 1% of the Floor Price in effect immediately prior to the event giving rise to the adjustment, provided, however, that in such case any adjustment that would otherwise be required then to be made will be carried forward and will be made at the time of and together with the next subsequent adjustment which, together with any adjustments so carried forward, will amount to at least 1% of the Floor Price. In the event of a capital reorganization, consolidation, merger or amalgamation of the Bank or comparable transaction affecting the Common Shares, the Bank shall take all necessary action to ensure that the holders of Series 5 Preferred Shares, receive, pursuant to a Contingent Conversion, after such event, the number of shares or other securities that the holders of Series 5 Preferred Shares would have received if the Contingent Conversion occurred immediately prior to the record date for such event. Purchase for Cancellation Subject to the provisions of applicable securities law, the rules of the TSX, the Bank Act, the prior consent of the Superintendent, and the provisions described below under the heading Restrictions on Dividends and Retirement of Shares, the Bank may at any time purchase for cancellation any Series 5 Preferred Share in the open market at the lowest price or prices at which in the opinion of the Board of Directors such shares are obtainable. Restrictions on Dividends and Retirement of Shares So long as any of the Series 5 Preferred Shares are outstanding, the Bank will not, without the approval of the holders of outstanding Series 5 Preferred Shares given as specified below: S-9

14 (a) (b) (c) (d) declare, pay or set apart for payment any dividend on the Common Shares or any other shares ranking junior to the Series 5 Preferred Shares (other than share dividends payable in the form of shares ranking junior to the Series 5 Preferred Shares and dividends payable on the Class A shares in the capital of the Bank ( Class A Shares )); redeem, purchase or otherwise retire any Common Shares or any other shares ranking junior to the Series 5 Preferred Shares (but not Class A Shares and except out of the net cash proceeds of a substantially concurrent issue of shares ranking junior to the Series 5 Preferred Shares); redeem, purchase or otherwise retire less than all the Series 5 Preferred Shares; or except pursuant to any purchase obligation, sinking fund, retraction privilege or mandatory redemption provisions attaching to any series of preferred shares of the Bank, redeem, purchase or otherwise retire any other shares ranking on a parity with the Series 5 Preferred Shares; unless, in each case, all dividends on the Series 5 Preferred Shares up to and including those payable on the dividend payment date for the last completed period for which dividends are payable and in respect of which the rights of the holders thereof have not been extinguished, and all dividends then accrued on all other shares ranking prior to or on a parity with the Series 5 Preferred Shares, have been declared and paid or set apart for payment. Issue of Additional Series of Preferred Shares The Bank may issue other series of preferred shares ranking on a parity with the Series 5 Preferred Shares without the authorization of the holders of the Series 5 Preferred Shares. Amendments to Series 5 Preferred Shares The Bank will not, without the approval of the holders of the Series 5 Preferred Shares given as specified below under Shareholder Approvals, delete or vary any rights, privileges, restrictions and conditions attaching to the Series 5 Preferred Shares. In addition to the aforementioned approval, the Bank will not without, but may from time to time with, the prior approval of the Superintendent, make any such deletion or variation which might affect the classification afforded the Series 5 Preferred Shares from time to time for capital adequacy requirements pursuant to the Bank Act and the regulations and guidelines thereunder. Shareholder Approvals The approval of any amendments to the rights, privileges, restrictions and conditions attaching to the Series 5 Preferred Shares may be given by a resolution carried by the affirmative vote of not less than 66⅔% of the votes cast at a meeting of holders of Series 5 Preferred Shares at which holders of at least 33⅓% of the outstanding Series 5 Preferred Shares are represented or, if no such quorum is present at such meeting, at any adjourned meeting at which shareholders then present or represented by proxy would form the necessary quorum. Rights on Liquidation In the event of the liquidation, dissolution or winding-up of the Bank, whether voluntary or involuntary, or any other distribution of assets of the Bank for the purpose of winding up its affairs, provided that a Contingent Conversion has not occurred, the holders of the Series 5 Preferred Shares will be entitled to receive $25.00 for each Series 5 Preferred Share held by them, plus any dividends declared and unpaid to the date of distribution, before any amounts are paid or any assets of the Bank distributed to the holders of the Common Shares or any shares ranking junior to the Series 5 Preferred Shares (but not the Class A Shares of the Bank). After payment of those amounts, the holders of Series 5 Preferred Shares will not be entitled to share in any further distribution of the property or assets of the Bank. If a Contingent Conversion has occurred, all Series 5 Preferred Shares shall have been converted into Common Shares which will rank on a parity with all other Common Shares. S-10