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Bank of Montreal Protected Deposit Notes, Advantage Y.I.E.L.D. CAD (2 Year), BHPB Series 2

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Bank of Montreal Protected Deposit Notes, Advantage Y.I.E.L.D. CAD (2 Year), BHPB Series 2 Bank of Montreal Protected Deposit Notes, Advantage Y.I.E.L.D.® CAD (2 Year), BHPB Series 2 Investment Highlights At Maturity, an investor will receive: ♦ Minimum interest payment of 1.5% plus ♦ A variable interest payment, o ranges from 0% to 8% o based on the price performance of a portfolio of securities Therefore, the variable return ranges from 1.5% to 9.5% 100% principal protection if held to maturity Term: 2 years Benchmark Portfolio Below is the composition of the Benchmark Portfolio. Name of the Company Ticker (TSX) Name of the Company Ticker (TSX) Tim Hortons Inc. THI Finning International Inc. FTT National Bank of Canada NA EnCana Corporation ECA Toronto Dominion Bank (The) TD TransCanada Corporation TRP Rogers Communications Inc. RCI.B Thomson Reuters Corporation TRI Research In Motion Limited RIM Royal Bank of Canada RY Investors will not have rights and benefits of a securityholder, including any right to receive dividends or to vote at or attend meetings of securityholders. Other Information Last Selling Date/ On or about August 27, 2010/ September 1, 2010 Issue Date Maturity Date/Term September 4, 2012 (Approximately 2 years) Payment at Maturity At maturity, for each deposit note, holder will be entitled to receive the deposit amount and a variable return that consists of (i) a fixed component of 1.5% of deposit amount and (ii) a variable component, if any, that is based on the price performance of securities in the benchmark portfolio. Secondary Market Tradeable in a daily secondary market, subject to availability and an early trading charge may apply. A 1.5% early trading charge on deposit amount will apply to secondary market redemption orders placed using the Early Trading Charge FundSERV network within the first 365 days from the closing date. No CDIC These investments do not represent deposits insured under the Canada Deposit Insurance Corporation Act. FundSERV Code JHN 1119 You may request information about the Deposit Notes or another copy of the Information Statement by contacting your local BMO Harris Investment Management Inc. Investment Counsellor at 1-800-844-6442, or calling BMO Capital Markets at 1-866-864-7760 to speak to someone in English and 1-866-529-0017 to speak to someone in French. A copy of the Information Statement is also posted at www.bmoharrisprivatebanking.com/InvestmentManagement/reports.asp. During the term of the Deposit Notes, you may inquire as to the net asset value of and the formula for determining variable return under the Deposit Notes by contacting BMO Harris Investment Management Inc. or BMO Capital Markets at the above numbers. Variable Return At Maturity At maturity, investors will receive a minimum Variable Return of 1.5%. Investors may also be entitled to receive an additional return that ranges from 0% to 8%. As a result, at maturity investors will receive a Variable Return between 1.5% to 9.5%. Variable Return The Variable Return equals the Deposit Amount multiplied by the sum of a Fixed Component of 1.50% plus (if positive) a Variable Component which is based on the price performance of the securities in a Benchmark Portfolio. The Variable Component is the greater of (i) zero and (ii) the simple average of the return of each security in the Benchmark Portfolio. The simple average of the return of each security in the Benchmark Portfolio is based on the price performance (adjusted as indicated below) of each security in the Benchmark Portfolio measured from the date of the issuance of the Deposit Notes to the Final Valuation Date. If the price performance of a security is positive, then for the purpose of determining the Variable Return, the return of the security is deemed to be 8% regardless of the actual price performance of the security. If the price performance of a security is zero or negative, the actual price performance of the security is used for the purpose of determining the Variable Component. No interest will be paid during the term. The following examples demonstrate the calculation of Variable Return at maturity: Actual Effective Actual Effective Return Return Return Return EnCana Corporation 16.00% 8.00% EnCana Corporation -0.50% -0.50% Finning International Inc. 6.00% 8.00% Finning International Inc. -3.20% -3.20% National Bank of Canada 3.00% 8.00% National Bank of Canada 3.50% 8.00% Research In Motion Limited 7.00% 8.00% Research In Motion Limited -0.28% -0.28% Rogers Communications Inc. 0.00% 0.00% Rogers Communications Inc. -9.60% -9.60% Royal Bank of Canada 5.10% 8.00% Royal Bank of Canada -0.50% -0.50% Thomson Reuters Corporation 0.75% 8.00% Thomson Reuters Corporation -6.00% -6.00% Tim Hortons Inc. -2.30% -2.30% Tim Hortons Inc. 0.25% 8.00% TransCanada Corporation 1.00% 8.00% TransCanada Corporation -12.23% -12.23% Toronto-Dominion Bank (The) 0.50% 8.00% Toronto-Dominion Bank (The) -0.63% -0.63% Average Effective Return 6.17% Average Effective Return -1.69% Return for the period 6.17% Return for the period 0.00% Interest = 7.67%(1.5% + 6.17%) Interest = 1.50%(1.5%+0%) In the positive price performance example above, a Holder In the negative price performance example above, a Holder would, in respect of a Deposit Note, be entitled to receive would only be entitled to receive the minimum Variable Variable Return of $7.67 at maturity. In addition, on maturity, Return of $1.50 and the Deposit Amount of $100 per Deposit a Holder would be entitled to receive the Deposit Amount of Note at maturity. $100 per Deposit Note. The examples above assume that no special circumstances have occurred and are based on hypothetical Actual Returns of the securities and are not intended as a forecast of future return of the securities in the Benchmark Portfolio or as a forecast of any Variable Return that may be payable at maturity. 2 Summary of Offering Overview: 1. The Bank of Montreal Protected Deposit Notes, Advantage Y.I.E.L.D. CAD (2 Year), BHPB Series 2 will be issued by Bank of Montreal on or about September 1, 2010 and will mature on September 4, 2012. The term of the Deposit Notes is approximately 2 years. At maturity, you will be entitled to receive the principal amount of $100 per Deposit Note plus a variable return for the term up to 9.50% and not less than 1.50% of the amount you deposited, as determined by a Variable Return Formula (provided no extraordinary event has occurred). 2. In determining the variable return at maturity, the Variable Return Formula multiplies the amount deposited by the sum of a fixed component of 1.50% plus (if positive) a variable component which is based on the price performance of the securities in a Benchmark Portfolio. The Benchmark Portfolio will initially consist of the common shares of 10 Canadian Issuers listed on the Toronto Stock Exchange. The Issuers are: Research In Motion Limited Royal Bank of Canada EnCana Corporation Thomson Reuters Corporation Finning International Inc. Tim Hortons Inc. National Bank of Canada Toronto-Dominion Bank (The) Rogers Communications Inc. TransCanada Corporation 3. “Variable component” is the greater of (i) zero and (ii) the simple average of the return of each security in the Benchmark Portfolio from the closing date to the final valuation date, which is generally three business days prior to the maturity date. If the price performance of a security is positive, then for the purpose of determining the variable component, the return of the security is deemed to be 8% regardless of the actual price performance of the security. If the price performance of a security is zero or negative, the actual price performance of the security is used for the purpose of determining the variable component. Variable return will not reflect any dividends declared on the securities in the Benchmark Portfolio. You cannot elect to receive any payments prior to maturity. Fees and Expenses: 4. No expenses will be paid out of the proceeds of this offering of Deposit Notes. Secondary Market: 5. The Deposit Notes will not be listed on any stock exchange. Moreover, Bank of Montreal does not have the right to redeem the Deposit Notes prior to maturity and you do not have the right to require Bank of Montreal to redeem (that is, buy or repay) the Deposit Notes prior to maturity. However, BMO Capital Markets will use reasonable efforts to arrange for a secondary market for the sale of Deposit Notes. The price that BMO Capital Markets will pay for Deposit Notes sold in the secondary market prior to maturity will be determined by BMO Capital Markets, acting in its sole discretion, and will be based on factors described in the Information Statement. 6. If you sell your Deposit Notes prior to maturity in the secondary market, you may receive less than the amount deposited of $100 per Deposit Note, even if the price performance of the securities in the Benchmark Portfolio is positive. BMO Capital Markets is under no obligation to facilitate or arrange for a secondary market and may suspend any secondary market at any time. If there is no secondary market, you will not be able to sell your Deposit Notes. Early Trading Charge: 7. If you sell a Deposit Note within the first 365 days from the closing of this offering, the amount you will receive will be reduced by an early trading charge that will be equal to 1.50% of the Deposit Amount. Suitability: 8. An investment in the Deposit Notes may be suitable and appropriate for you if you: seek a short-term investment; seek principal protection at maturity and are prepared to hold the Deposit Notes to maturity; are prepared to receive a return at maturity that (i) is based on the price performance of the Benchmark Portfolio and not based only on a fixed, floating or other specified interest rate, (ii) is uncertain until the final valuation date, (iii) will not exceed 9.50% of the Deposit Amount, and (iv) will not be less than 1.50% of the Deposit Amount (unless an extraordinary event has occurred); and are prepared to accept the risks described in the Information Statement.
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