Bond Montreal Bank 2.9% ( US06367WJM64 ) in USD

Montreal Bank

100 % ▲

Canada

US06367WJM64 ( in USD )

2.9% per year ( payment 2 times a year)

25/03/2022 - Bond has expired

Prospectus brochure of the bond Bank of Montreal US06367WJM64 in USD 2.9%, expired

2 000 USD

1 750 000 000 USD

06367WJM6

A- ( Upper medium grade - Investment-grade )

A2 ( Upper medium grade - Investment-grade )

Bank of Montreal (BMO) is a major Canadian multinational bank offering a wide range of financial services including personal and commercial banking, wealth management, and investment banking, operating across North America and internationally.

The Bond issued by Montreal Bank ( Canada ) , in USD, with the ISIN code US06367WJM64, pays a coupon of 2.9% per year.
The coupons are paid 2 times per year and the Bond maturity is 25/03/2022

The Bond issued by Montreal Bank ( Canada ) , in USD, with the ISIN code US06367WJM64, was rated A2 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Montreal Bank ( Canada ) , in USD, with the ISIN code US06367WJM64, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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424B2 1 d637844d424b2.htm 424B2
Table of Contents
Registration Statement No. 333-217200
Filed Pursuant to Rule 424(b)(2)

PRICING SUPPLEMENT dated March 21, 2019
(to prospectus dated April 27, 2017 and
prospectus supplement dated September 23, 2018)

US$2,250,000,000
Senior Medium-Term Notes, Series E
consisting of
US$1,750,000,000 2.900% Senior Notes due 2022
US$500,000,000 Floating Rate Notes due 2022
This is an offering of US$1,750,000,000 aggregate principal amount of our 2.900% Senior Notes due 2022, which we refer to as the "Fixed Rate
Notes" and US$500,000,000 aggregate principal amount of our Floating Rate Notes due 2022, which we refer to as the "Floating Rate Notes" and, together
with the Fixed Rate Notes, the "Notes". The Fixed Rate Notes will mature on March 26, 2022 and the Floating Rate Notes will mature on March 26, 2022.
We will pay interest on the Fixed Rate Notes semi-annually on each March 26 and September 26, beginning on September 26, 2019. We will pay interest
on the Floating Rate Notes quarterly on each March 26, June 26, September 26 and December 26, beginning on June 26, 2019.
The Notes will be bail-inable notes (as defined in the accompanying prospectus supplement dated September 23, 2018) and subject to conversion in
whole or in part -- by means of a transaction or series of transactions and in one or more steps -- into common shares of Bank of Montreal or any of its
affiliates under subsection 39.2(2.3) of the Canada Deposit Insurance Corporation Act (the "CDIC Act") and to variation or extinguishment in consequence,
and subject to the application of the laws of the Province of Ontario and the federal laws of Canada applicable therein in respect of the operation of the
CDIC Act with respect to the Notes.
We may redeem each tranche of Notes in whole at any time upon the occurrence of certain events pertaining to Canadian taxation at 100% of their
principal amount, plus accrued and unpaid interest to, but excluding, the date of redemption. See "Specific Terms of the Notes -- Tax Redemption."
The Notes will be our senior unsecured obligations and will rank equally in right of payment with all of our existing and future unsubordinated,
unsecured indebtedness. The Notes will be issued only in registered book-entry form, in minimum denominations of US$2,000 and integral multiples of
US$1,000 in excess thereof.
Investing in the Notes involves risks, including the risks described in the "Risk Factors" section beginning on page S-1 of the accompanying
prospectus supplement and those described in management's discussion and analysis included in our Annual Report on Form 40-F for the year ended
October 31, 2018, which is incorporated by reference in the accompanying prospectus, dated April 27, 2017, as supplemented by the accompanying
prospectus supplement, dated September 23, 2018, and this pricing supplement.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these Notes or passed
upon the adequacy or accuracy of this pricing supplement or the accompanying prospectus and prospectus supplement. Any representation to the
contrary is a criminal offense.
The Notes will be our senior unsecured obligations and will not be savings accounts or deposits that are insured by the United States Federal
Deposit Insurance Corporation, the Bank Insurance Fund, the Canada Deposit Insurance Corporation (the "CDIC") or any other governmental
agency or instrumentality or other entity.

Per Fixed
Per Floating

Rate Note

Total

Rate Note

Total

Price to Public(1)

99.746%
US$1,745,555,000

100.00%

US$500,000,000
Underwriting Commissions

0.250%
US$
4,375,000

0.250%

US$
1,250,000
Proceeds, Before Expenses, to Bank of Montreal

99.496%
US$1,741,180,000

99.750%

US$498,750,000

(1)
Plus accrued interest, if any, from March 26, 2019, if settlement occurs after that date.

The underwriters expect to deliver the Notes through the book-entry delivery system of The Depository Trust Company on or about March 26, 2019.

BMO Capital Markets

BNP PARIBAS

Goldman Sachs & Co. LLC

J.P. Morgan

Wells Fargo Securities
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Barclays

BofA Merrill Lynch

Citigroup

Credit Agricole CIB

Credit Suisse
Desjardins Capital Markets

HSBC

Lloyds Securities

Morgan Stanley

UBS Investment Bank
The date of this pricing supplement is March 21, 2019.
Table of Contents
TABLE OF CONTENTS
Pricing Supplement

Page
Incorporation of Certain Information by Reference
PS-1
Use of Proceeds
PS-2
Specific Terms of the Notes
PS-3
Supplemental Tax Considerations
PS-9
Employee Retirement Income Security Act
PS-11
Supplemental Plan of Distribution (Conflicts of Interest)
PS-13
Validity of the Notes
PS-18
Prospectus Supplement

Page
About This Prospectus Supplement

S-1
Risk Factors

S-1
Use of Proceeds
S-12
Description of the Notes We May Offer
S-12
Certain Income Tax Consequences
S-44
Supplemental Plan of Distribution (Conflicts of Interest)
S-47
Documents Filed as Part of the Registration Statement
S-49
Prospectus

Page
About This Prospectus

1
Presentation of Financial Information

3
Caution Regarding Forward-Looking Statements

4
Where You Can Find More Information

6
Incorporation of Certain Information by Reference

7
Risk Factors

8
Bank of Montreal

9
Consolidated Capitalization of the Bank

12
Consolidated Earnings Ratios

13
Comparative Per Share Market Price

14
Use of Proceeds

15
Description of Common Shares and Preferred Shares

16
Description of Debt Securities We May Offer

25
United States Federal Income Taxation

43
Canadian Taxation

56
Employee Retirement Income Security Act

59
Plan of Distribution (Conflicts of Interest)

61
Limitations on Enforcement of U.S. Laws Against the Bank, Our Management and Others

64
Validity of the Securities

64
Experts

65
Other Expenses of Issuance and Distribution

65

PS-i
Table of Contents
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We are responsible for the information contained or incorporated by reference in this pricing supplement, the accompanying prospectus
supplement, the accompanying prospectus, and in any free writing prospectus we may authorize to be delivered to you. We have not, and the
underwriters have not, authorized anyone to give you any other information, and take no responsibility for any other information that others may
give you. We are not, and the underwriters are not, making an offer to sell the Notes in any jurisdiction where the offer or sale is not permitted.
You should not assume that the information contained in this pricing supplement, the accompanying prospectus supplement, the accompanying
prospectus, the documents incorporated by reference or any free writing prospectus we may authorize to be delivered to you is accurate as of any
date other than the dates thereon. Our business, financial condition, results of operations and prospects may have changed since those dates.

This pricing supplement, the accompanying prospectus supplement and the accompanying prospectus have been prepared on the basis that any offer
of Notes in any member state (the "Member States" and each, a "Member State") of the European Economic Area ("EEA") will be made pursuant to an
exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of Notes. Accordingly, any person making or intending to
make an offer in that Member State of Notes which are the subject of the offering contemplated in this pricing supplement, the accompanying prospectus
supplement and the accompanying prospectus may only do so in circumstances in which no obligation arises for Bank of Montreal or any underwriter to
publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer.
The expression Prospectus Directive means Directive 2003/71/EC (as amended), and includes any relevant implementing measure in the Member
State concerned.
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article
4(1) of MiFID II; or (ii) a customer within the meaning of Directive 2002/92/EC, as amended, where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Directive, and the expression "offer"
includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an
investor to decide to purchase or subscribe the Notes. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as
amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared
and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.
This pricing supplement, the accompanying prospectus supplement and the accompanying prospectus are for distribution only to persons who
(i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations etc.") of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or
inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the
issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as
"relevant persons"). This pricing supplement, the accompanying prospectus supplement and the accompanying prospectus are directed only at relevant
persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this pricing
supplement, the accompanying prospectus supplement and the accompanying prospectus relate is available only to relevant persons and will be engaged in
only with relevant persons.

PS-ii
Table of Contents
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Securities and Exchange Commission (the "SEC") allows us to "incorporate by reference" into this pricing supplement, the accompanying
prospectus supplement, dated September 23, 2018 (the "accompanying prospectus supplement"), and the accompanying prospectus, dated April 27, 2017
(the "accompanying prospectus"), the information in certain documents we file with it. This means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is considered to be a part of this pricing supplement, the accompanying
prospectus supplement and the accompanying prospectus and should be read with the same care. When we update the information contained in documents
that have been incorporated by reference by making future filings with the SEC, the information incorporated by reference is considered to be
automatically updated and superseded. The modifying or superseding statement need not state that it has modified or superseded a prior statement or
include any other information set forth in the document that it modifies or supersedes. In other words, in the case of a conflict or inconsistency between
information contained in this pricing supplement, the accompanying prospectus supplement or the accompanying prospectus and information incorporated
by reference, you should rely on the information contained in the document that was filed later. The making of a modifying or superseding statement shall
not be deemed an admission for any purposes 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 shall not be deemed, except as so modified or superseded, to constitute a
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part of this pricing supplement, the accompanying prospectus supplement and the accompanying prospectus.
We incorporate by reference the following documents and all documents that we subsequently file with the SEC (other than, in each case, documents
or information deemed to have been furnished and not filed in accordance with the SEC rules) pursuant to Section 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), until the termination of the offering of the Notes under this pricing supplement:

·
Annual Report on Form 40-F for the fiscal year ended October 31, 2018, filed on December 4, 2018;

·
Reports on Form 6-K filed on December 4, 2018 (two filings) (Acc-nos: 0001193125-18-342102 and 0001193125-18-342259);

·
Report on Form 6-K filed on December 21, 2018 (Acc-no: 0001176256-18-000253);

·
Report on Form 6-K filed on January 29, 2019;

·
Report on Form 6-K filed on February 5, 2019;

·
Reports on Form 6-K filed on February 26, 2019 (four filings) (Acc-nos: 0001193125-19-052036, 0001193125-19-052042,

0001193125-19-052049 and 0001193125-19-052057); and

·
Report on Form 6-K filed on March 8, 2019.
We may also incorporate any other Form 6-K that we submit to the SEC on or after the date hereof and prior to the termination of the offering of the
Notes under this pricing supplement if the Form 6-K filing specifically states that it is incorporated by reference into the Registration Statement of which
the accompanying prospectus, as supplemented, forms a part.
We will provide without charge to each person, including any beneficial owner, to whom this pricing supplement is delivered, upon his or her written
or oral request, a copy of any or all documents referred to above which have been or may be incorporated by reference into this pricing supplement
excluding exhibits to those documents, unless they are specifically incorporated by reference into those documents. You may obtain copies of those
documents by requesting them in writing or by telephoning us at the following address: Bank of Montreal, 100 King Street West, 1 First Canadian Place,
21st Floor, Toronto, Ontario, Canada, M5X 1A1, Attention: Corporate Secretary; Telephone: (416) 867-6785.

PS-1
Table of Contents
USE OF PROCEEDS
We estimate that the net proceeds to us from this offering will be approximately US$2,239,730,000, after deducting underwriting commissions and
estimated offering expenses payable by us. The net proceeds will be contributed to the general funds of Bank of Montreal and used for general corporate
purposes.

PS-2
Table of Contents
SPECIFIC TERMS OF THE NOTES
The Notes are part of a series of our senior debt securities called Senior Medium-Term Notes, Series E, and therefore, this pricing supplement, dated
March 21, 2019 (this "pricing supplement"), should be read together with the accompanying prospectus supplement and the accompanying prospectus.
Terms used but not defined in this pricing supplement have the meanings given them in the accompanying prospectus supplement or accompanying
prospectus, unless the context requires otherwise.
General
The Notes are part of a series of senior debt securities referred to as "Senior Medium-Term Notes, Series E" that we may issue from time to time
under the Senior Indenture, dated as of January 25, 2010, as supplemented by the First Supplemental Indenture thereto, dated as of September 23, 2018,
between Bank of Montreal and Wells Fargo Bank, National Association, as trustee (the "trustee"). The Notes will constitute our senior unsecured
obligations and will rank equally in right of payment with all of our existing and future unsubordinated, unsecured indebtedness. The Notes will not be
listed on any securities exchange.
The Notes will be issued in minimum denominations of US$2,000 and integral multiples of US$1,000 in excess thereof. Upon issuance, the Notes of
each tranche will be represented by one or more fully registered global notes. Each global note will be deposited with, or on behalf of, The Depository
Trust Company, as depositary.
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The Notes are bail-inable notes (as defined in the accompanying prospectus supplement) and subject to conversion in whole or in part by means of
a transaction or series of transactions and in one or more steps into common shares of Bank of Montreal or any of its affiliates under subsection 39.2(2.3)
of the Canada Deposit Insurance Corporation Act (the "CDIC Act") and to variation or extinguishment in consequence, and subject to the application of the
laws of the Province of Ontario and the federal laws of Canada applicable therein in respect of the operation of the CDIC Act with respect to the Notes.
Please note that the information about the price to the public and the proceeds, before expenses, to Bank of Montreal on the front cover of this pricing
supplement relates only to the initial sale of Notes. If you have purchased the Notes in a market making transaction after the initial sale, information about
the price and date of sale will be provided to you in a separate confirmation of sale.
In this section, references to "holders" mean those who own the Notes registered in their own names, on the books that we or the trustee maintain for
this purpose, and not those who own beneficial interests in the Notes registered in street name or in the Notes issued in book-entry form through The
Depository Trust Company or another depositary. Owners of beneficial interests in the Notes should read the section entitled "Description of the Notes We
May Offer -- Legal Ownership" in the accompanying prospectus supplement and "Description of the Debt Securities We May Offer -- Legal Ownership
and Book-Entry Issuance" in the accompanying prospectus.
Stated Maturity
If not previously redeemed by Bank of Montreal or otherwise declared to be due and payable, the Fixed Rate Notes will mature on March 26, 2022
and the Floating Rate Notes will mature on March 26, 2022, and at maturity holders will receive the outstanding principal amount of their Notes plus
accrued and unpaid interest, if any.
Interest
Fixed Rate Notes
The Fixed Rate Notes will bear interest from and including March 26, 2019 at a rate of 2.900% per year. Bank of Montreal will pay interest on the
Fixed Rate Notes semi-annually in arrears on March 26 and September 26 of each year, beginning September 26, 2019 (each, a "Fixed Rate Interest
Payment Date"), and at

PS-3
Table of Contents
maturity. Interest will be payable on each Fixed Rate Interest Payment Date to the person in whose name the Fixed Rate Notes are registered at the close of
business on the preceding March 11 or September 11, whether or not a business day. However, Bank of Montreal will pay interest at maturity to the person
to whom the principal is payable.
If any Fixed Rate Interest Payment Date, the maturity date or any redemption date falls on a day that is not a business day for the Fixed Rate Notes,
Bank of Montreal will postpone the making of such interest or principal payments to the next succeeding business day (and no interest will be paid in
respect of the delay).
Interest on the Fixed Rate Notes will accrue from and including March 26, 2019, to but excluding the first Fixed Rate Interest Payment Date, and
then from and including each Fixed Rate Interest Payment Date to which interest has been paid or duly provided for to, but excluding, the next Fixed Rate
Interest Payment Date or maturity, as the case may be.
Interest on the Fixed Rate Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months.
Floating Rate Notes
The Floating Rate Notes will bear interest from and including March 26, 2019. Bank of Montreal will pay interest on the Floating Rate Notes
quarterly in arrears on March 26, June 26, September 26 and December 26 of each year, beginning on June 26, 2019 (each, a "Floating Rate Interest
Payment Date"), and at maturity. Interest will be payable on each Floating Rate Interest Payment Date to the person in whose name the Floating Rate Notes
are registered at the close of business on the preceding March 11, June 11, September 11 and December 11, whether or not a business day. However, Bank
of Montreal will pay interest at maturity to the person to whom the principal is payable.
If any Floating Rate Interest Payment Date falls on a day that is not a business day for the Floating Rate Notes, Bank of Montreal will postpone the
making of such interest or principal payment to the next succeeding business day (and interest thereon will continue to accrue to but excluding such
succeeding business day), unless the next succeeding business day is in the next succeeding calendar month, in which case such interest payment date shall
be the immediately preceding business day and interest shall accrue to but excluding such preceding business day. If the maturity date or a redemption date
for the Floating Rate Notes would fall on a day that is not a business day, the payment of interest and principal will be made on the next succeeding
business day, but no additional interest shall accrue and be paid unless we fail to make payment on such next succeeding business day.
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Interest on the Floating Rate Notes will accrue from and including March 26, 2019, to but excluding the first Floating Rate Interest Payment Date,
and then from and including each Floating Rate Interest Payment Date to which interest has been paid or duly provided for to, but excluding, the next
Floating Rate Interest Payment Date or maturity, as the case may be. The Floating Rate Notes will bear interest for each interest period at a rate per annum
determined by the calculation agent, subject to the maximum interest rate permitted by New York or other applicable state law, as such law may be
modified by United States law of general application, and the Criminal Code (Canada). The per annum rate at which interest on the Floating Rate Notes
will be payable during each interest period will be equal to the then-applicable three-month LIBOR rate for U.S. dollars, determined on the Interest
Determination Date for that interest period, plus 0.570% (57 basis points). In no event will the interest on the Floating Rate Notes be less than zero.
"Interest Determination Date" means the second London Business Day immediately preceding the applicable quarterly interest reset date. The
quarterly interest reset date will be each March 26, June 26, September 26 and December 26. The Interest Determination Date for the initial interest period
will be the second London Business Day immediately preceding settlement for the Floating Rate Notes.

PS-4
Table of Contents
"interest period" means the period commencing on any Floating Rate Interest Payment Date for the Floating Rate Notes (or, with respect to the initial
interest period only, commencing on March 26, 2019) to, but excluding, the next succeeding Floating Rate Interest Payment Date for the Floating Rate
Notes, and in the case of the last such period, from and including the Floating Rate Interest Payment Date immediately preceding the maturity date to but
not including such maturity date.
"London Business Day" means a day on which dealings in U.S. dollars are transacted in the London interbank market.
"three-month LIBOR," for any Interest Determination Date, will be the offered rate for deposits in the London interbank market in U.S. dollars
having an index maturity of three months, as of approximately 11:00 a.m., London time, on such Interest Determination Date. LIBOR will be determined
by the offered rate appearing on the Reuters screen LIBOR01 page or any replacement page or pages on which London interbank rates of major banks for
U.S. dollars are displayed (as more fully described in the immediately following paragraph and the section "Description of the Notes We May Offer --
Interest Rates -- Floating Rate Notes -- LIBOR Notes" in the accompanying prospectus supplement).
If the calculation agent determines on an Interest Determination Date that three-month LIBOR has been discontinued, then the calculation agent will
use a substitute or successor base rate that it has determined in its sole discretion is most comparable to three-month LIBOR, provided that if the
calculation agent determines there is an industry-accepted successor base rate that shall have replaced three-month LIBOR in the relevant market at the
relevant time, then the calculation agent shall use such successor base rate. If the calculation agent has determined a substitute or successor base rate in
accordance with the foregoing, the calculation agent in its sole discretion may determine the business day convention, the definition of business day and the
interest determination dates to be used, and any other relevant methodology for calculating such substitute or successor base rate, including any adjustment
factor needed to make such substitute or successor base rate comparable to three-month LIBOR, in a manner that is consistent with industry-accepted
practices for such substitute or successor base rate. Unless the calculation agent uses a substitute or successor base rate as so provided, the provisions as
described in the accompanying prospectus supplement under "Description of the Notes We May Offer -- Interest Rates -- Floating Rate Notes -- LIBOR
Notes" will apply.
For each interest period, the calculation agent will determine the amount of accrued interest by multiplying the principal amount of the Floating Rate
Notes by an accrued interest factor for the interest period. This factor will equal the sum of the interest factors determined for each day during the interest
period. The interest factor for each day will be expressed as a decimal and will be determined by dividing the interest rate, also expressed as a decimal,
applicable to that day by 360.
The interest rate and amount of interest to be paid on the Floating Rate Notes for each interest period will be determined by the calculation agent.
BMO Capital Markets Corp. is currently serving as our calculation agent; however, we may change the calculation agent at any time without notice, and
BMO Capital Markets Corp. may resign as calculation agent at any time upon sixty (60) days' written notice to us. All determinations made by the
calculation agent shall, in the absence of manifest error, be conclusive for all purposes and binding on Bank of Montreal and the holders of the Floating
Rate Notes. So long as three-month LIBOR is required to be determined with respect to the Floating Rate Notes, there will at all times be a calculation
agent. In the event that any then acting calculation agent shall be unable or unwilling to act, or that such calculation agent shall fail duly to establish three-
month LIBOR for any interest period, or we propose to remove such calculation agent, we shall appoint another calculation agent.
Payment of Additional Amounts
All payments made by Bank of Montreal under or with respect to the Notes will be made free and clear of and without withholding or deduction for
or on account of any present or future tax, duty, levy, impost,

PS-5
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Table of Contents
assessment or other governmental charge (including penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of the
Government of Canada or any province or territory thereof or by any authority or agency therein or thereof having power to tax (hereafter "Canadian
taxes"), unless Bank of Montreal is required to withhold or deduct Canadian taxes by law or by the interpretation or administration thereof. If Bank of
Montreal is so required to withhold or deduct any amount for or on account of Canadian taxes from any payment made under or with respect to the Notes,
Bank of Montreal will pay to each holder of such Notes as additional interest such additional amounts ("additional amounts") as may be necessary so that
the net amount received by each such holder after such withholding or deduction (and after deducting any Canadian taxes on such additional amounts) will
not be less than the amount such holder would have received if such Canadian taxes had not been withheld or deducted, except as described below.
However, no additional amounts will be payable with respect to a payment made to a holder in respect of the beneficial owner thereof:

·
with which Bank of Montreal does not deal at arm's-length (for the purposes of the Income Tax Act (Canada)) (the "Tax Act") at the time of

the making of such payment;

·
which is a "specified non-resident shareholder" of Bank of Montreal for purposes of the Tax Act or a non-resident person not dealing at

arm's-length with a "specified shareholder" (within the meaning of subsection 18(5) of the Tax Act) of Bank of Montreal;

·
which is subject to such Canadian taxes by reason of the holder being a resident, domiciliary or national of, engaged in business or maintaining

a permanent establishment or other physical presence in or otherwise having some connection with Canada or any province or territory thereof
otherwise than by the mere holding of the Notes or the receipt of payments thereunder;

·
which is subject to such Canadian taxes by reason of the holder's failure to comply with any certification, identification, documentation or
other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to

exemption from, or a reduction in the rate of deduction or withholding of, such Canadian taxes (provided that Bank of Montreal advises the
trustee and the holders of such Notes then outstanding of any change in such requirements);

·
with respect to any Note presented for payment more than 30 days after the later of (i) the date payment is due and (ii) the date on which funds

are made available for payment, except to the extent that the holder thereof would have been entitled to such additional amounts on presenting
same for payment on or before such thirtieth day;

·
with respect to any estate, inheritance, gift, sale, transfer, personal property or similar tax or other governmental charge; or

·
which is a fiduciary or partnership or person other than the sole beneficial owner of such payment to the extent that the Canadian taxes would

not have been imposed on such payment had such holder been the sole beneficial owner of such Notes.
Bank of Montreal will also:

·
make such withholding or deduction; and

·
remit the full amount deducted or withheld to the relevant authority in accordance with applicable law.
Bank of Montreal will furnish to the registered holders of the relevant Notes, within 60 days after the date the payment of any Canadian taxes is due
pursuant to applicable law, certified copies of tax receipts or other documents evidencing such payment.
In any event, no additional amounts will be payable under the provisions described above in respect of any Note in excess of the additional amounts
which would be required if, at all relevant times, the beneficial owner of such Note were a resident of the United States for purposes of, and was entitled to
the benefits of the

PS-6
Table of Contents
Canada-U.S. Income Tax Convention (1980), as amended, including any protocols thereto. As a result of the limitation on the payment of additional
amounts discussed in the preceding sentence, the additional amounts received by certain holders in respect of beneficial owners of the Notes may be less
than the amount of Canadian taxes withheld or deducted and, accordingly, the net amount received by such holders of those Notes will be less than the
amount such holders would have received had there been no such withholding or deduction in respect of Canadian taxes.
Wherever in the senior indenture governing the terms of the Notes there is mentioned, in any context, the payment of principal, or any premium or
interest or any other amount payable under or with respect to a Note, such mention shall be deemed to include mention of the payment of additional
amounts to the extent that, in such context, additional amounts are, were or would be payable as set forth in this section in respect thereof.
In the event of the occurrence of any transaction or event resulting in a successor to Bank of Montreal, all references to Canada in the preceding
paragraphs of this subsection shall be deemed to be references to the jurisdiction of organization of the successor entity.
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Notwithstanding the foregoing, all payments shall be made net of any deduction or withholding imposed or collected pursuant to Sections 1471
through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), any current or future regulations or official interpretations thereof, any
agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any
intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (or any law implementing such an
intergovernmental agreement) (any such withholding, a "FATCA Withholding Tax"), and no additional amounts will be payable as a result of any such
FATCA Withholding Tax.
Tax Redemption
Bank of Montreal (or its successor) may redeem each tranche of Notes, in whole but not in part, at a redemption price equal to the principal amount
thereof together with accrued and unpaid interest to but excluding the date fixed for redemption, upon the giving of a notice as described below, if:

·
as a result of any change (including any announced prospective change) in or amendment to the laws (or any regulations or rulings promulgated
thereunder) of Canada (or the jurisdiction of organization of any successor to Bank of Montreal) or of any political subdivision or taxing
authority thereof or therein affecting taxation, or any change in official position regarding the application or interpretation of such laws,
regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced and becomes
effective on or after the date of this pricing supplement (or, in the case of a successor to Bank of Montreal, after the date of succession), and

which in the written opinion to Bank of Montreal (or its successor) of legal counsel of recognized standing has resulted or will result
(assuming, in the case of any announced prospective change, that such announced change will become effective as of the date specified in such
announcement and in the form announced) in Bank of Montreal (or its successor) becoming obligated to pay, on the next succeeding date on
which payment under such Notes is due, additional amounts with respect to such Notes as described above under "--Payment of Additional
Amounts;" or

·
on or after the date of this pricing supplement (or, in the case of a successor to Bank of Montreal, after the date of succession), any action has
been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada (or the jurisdiction of
organization of the successor to Bank of Montreal) or any political subdivision or taxing authority thereof or therein, including any of those

actions specified in the paragraph immediately above, whether or not such action was taken or decision was rendered with respect to Bank of
Montreal (or its successor), or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in
the written opinion to Bank of Montreal (or its successor) of legal counsel of recognized standing, will result (assuming, in the case of any
announced prospective change, that such announced change

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will become effective as of the date specified in such announcement and in the form announced) in Bank of Montreal (or its successor)

becoming obligated to pay, on the next succeeding date on which payment under such Notes is due, additional amounts with respect to such
Notes;
and, in any such case, Bank of Montreal (or its successor), in its business judgment, determines that such obligation cannot be avoided by the use of
reasonable measures available to it (or its successor) (which, for greater certainty, does not include substitution of the obligor under such Notes).
In the event Bank of Montreal elects to redeem any Notes pursuant to the provisions set forth in the preceding paragraph, it shall deliver to the
trustee a certificate, signed by an authorized officer, stating (i) that Bank of Montreal is entitled to redeem such Notes pursuant to their terms and (ii) the
principal amount of such Notes to be redeemed.
Notice of intention to redeem such Notes will be mailed to holders of such Notes not more than 60 nor less than 30 calendar days prior to the date
fixed for redemption and such notice will specify, among other things, the date fixed for redemption and the redemption price.
Agreement with Respect to the Exercise of Canadian Bail-in Powers
By its acquisition of an interest in any Note, each holder or beneficial owner of that Note is deemed to (i) agree to be bound, in respect of that Note,
by the CDIC Act, including the conversion of that Note, in whole or in part by means of a transaction or series of transactions and in one or more steps
into common shares of Bank of Montreal or any of its affiliates under subsection 39.2(2.3) of the CDIC Act and the variation or extinguishment of that
Note in consequence, and by the application of the laws of the Province of Ontario and the federal laws of Canada applicable therein in respect of the
operation of the CDIC Act with respect to that Note; (ii) attorn and submit to the jurisdiction of the courts in the Province of Ontario with respect to the
CDIC Act and those laws; and (iii) acknowledge and agree that the terms referred to in paragraphs (i) and (ii), above, are binding on that holder or
beneficial owner despite any provisions in the indenture or that Note, any other law that governs that Note and any other agreement, arrangement or
understanding between that holder or beneficial owner and Bank of Montreal with respect to that Note.
Holders and beneficial owners of any Note will have no further rights in respect of that Note to the extent that Note is converted in a bail-in
conversion, other than those provided under the bail-in regime, and by its acquisition of an interest in any Note, each holder or beneficial owner of that
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Note is deemed to irrevocably consent to the converted portion of the principal amount of that Note and any accrued and unpaid interest thereon being
deemed paid in full by Bank of Montreal by the issuance of common shares of Bank of Montreal (or, if applicable, any of its affiliates) upon the occurrence
of a bail-in conversion, which bail-in conversion will occur without any further action on the part of that holder or beneficial owner or the trustee; provided
that, for the avoidance of doubt, this consent will not limit or otherwise affect any rights that holders or beneficial owners may have under the bail-in
regime.
See "Description of the Notes We May Offer--Special Provisions Related to Bail-inable Notes" in the accompanying prospectus supplement dated
September 23, 2018 for a description of provisions applicable to the Notes as a result of Canadian bail-in powers.

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SUPPLEMENTAL TAX CONSIDERATIONS
The following is a general description of certain tax considerations relating to the Notes. It does not purport to be a complete analysis of all tax
considerations relating to the Notes. Prospective purchasers of the Notes should consult their tax advisers as to the consequences, under the tax laws of the
country of which they are a resident for tax purposes and the tax laws of Canada and the United States, of acquiring, holding and disposing of the Notes and
receiving payments of interest, principal or other amounts under the Notes. This summary is based upon the law as in effect on the date of this pricing
supplement and is subject to any change in law that may take effect after such date.
Supplemental Canadian Federal Income Tax Considerations
The following summary describes the principal Canadian federal income tax considerations generally applicable to a holder of Notes who acquires,
as beneficial owner, Notes pursuant to this pricing supplement or common shares of Bank of Montreal or any affiliate of Bank of Montreal on a bail-in
conversion ("Common Shares"), and who, at all relevant times, for the purposes of the Tax Act and any applicable income tax convention, (i) is not
resident and is not deemed to be resident in Canada, (ii) deals at arm's-length with Bank of Montreal and with any transferee resident (or deemed resident)
in Canada to whom the holder disposes of Notes, (iii) is not a "specified non-resident shareholder" of Bank of Montreal or a non-resident person not
dealing at arm's-length with a "specified shareholder" (as defined in subsection 18(5) of the Tax Act) of Bank of Montreal, (iv) does not use or hold Notes
in a business carried on or deemed to be carried on in Canada, (v) does not receive any payment of interest on the Notes in respect of a debt or other
obligation to pay an amount to a person with whom Bank of Montreal does not deal at arm's-length, and (vi) is not an insurer that carries on an insurance
business in Canada and elsewhere (a "Non-resident Holder").
This summary is based upon the provisions of the Tax Act and the regulations thereunder (the "Regulations") in force on the date hereof and
counsel's understanding of the current administrative policies and assessing practices of the Canada Revenue Agency published in writing by it prior to the
date hereof. This summary takes into account all specific proposals to amend the Tax Act and Regulations publicly announced by or on behalf of the
Minister of Finance (Canada) prior to the date hereof (the "Proposed Amendments") and assumes that all Proposed Amendments will be enacted in the
form proposed. However, no assurances can be given that the Proposed Amendments will be enacted as proposed, or at all. This summary does not
otherwise take into account or anticipate any changes in law or administrative policy or assessing practice, whether by legislative, regulatory, administrative
or judicial action, nor does it take into account provincial, territorial or foreign income tax legislation. Subsequent developments could have a material
effect on the following description.
This summary is of a general nature only and is not, and is not intended to be, legal or tax advice to any particular holder. This summary is
not exhaustive of all Canadian federal income tax considerations. Accordingly, prospective purchasers of Notes should consult their own tax
advisors with respect to their particular circumstances.
For purposes of the Tax Act, all amounts not otherwise expressed in Canadian dollars must be converted into Canadian dollars based on the single
day exchange rate quoted by the Bank of Canada or such other rate that is acceptable to the Minister of National Revenue (Canada).
No Canadian withholding tax will apply to interest, principal or premium paid or credited to a Non-resident Holder by Bank of Montreal on a Note or
to the proceeds received by a Non-resident Holder on the disposition of a Note including a redemption, payment on maturity, bail-in conversion,
repurchase or purchase for cancellation.
No other tax on income or gains will be payable by a Non-resident Holder on interest, principal or premium on a Note or on the proceeds received by
a Non-resident Holder on the disposition of a Note including a redemption, payment on maturity, bail-in conversion, repurchase or purchase for
cancellation.

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424B2
Dividends paid or credited, or deemed under the Tax Act to be paid or credited, on Common Shares of Bank of Montreal or of any affiliate of Bank
of Montreal that is a Canadian resident corporation to a Non-resident Holder will generally be subject to Canadian non-resident withholding tax at the rate
of 25% on the gross amount of such dividends unless the rate is reduced under the provisions of an applicable income tax treaty or convention between
Canada and the country of residence of the Non-resident Holder.
A Non-resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized on a disposition or deemed disposition of a
Common Share unless the Common Share is or is deemed to be "taxable Canadian property" of the Non-resident Holder for the purposes of the Tax Act
and the Non-resident Holder is not entitled to an exemption under an applicable income tax convention between Canada and the country in which the
Non-resident Holder is resident.
Supplemental United States Federal Income Tax Considerations
United States Holders
Some of the tax consequences of your investment in the Notes are summarized below. The discussion below supplements the discussion under
"United States Federal Income Taxation," beginning on page 43 of the accompanying prospectus, as supplemented by the discussion under "United States
Federal Income Taxation," beginning on page S-44 of the accompanying prospectus supplement, and is subject to the limitations and exceptions set forth
therein. The following subsection and the discussions in the accompanying prospectus and prospectus supplement apply to you only if you are a United
States holder, as defined in the accompanying prospectus.
The Fixed Rate Notes should constitute fixed-rate debt for United States federal income tax purposes. The Floating Rate Notes should be subject to
the special rules governing variable rate debt instruments for United States federal income tax purposes. Under any Notes, you should generally be
required to include the interest payments on the Notes in your income as ordinary income at the time you receive or accrue such payments, depending on
your method of accounting for United States federal income tax purposes.
The Notes may be issued with a de minimis amount of original issue discount ("OID"). While a United States holder is generally not required to
include de minimis OID in income prior to the sale or maturity of the Notes, United States holders that maintain certain types of financial statements and
that are subject to the accrual method of tax accounting may be required to include de minimis OID on the Notes in income no later than the time upon
which they include such amounts in income on their financial statements. United States holders that maintain financial statements should consult their tax
advisors regarding the tax consequences to them of this requirement.
Interest paid by Bank of Montreal on the Notes is income from sources outside the United States subject to the rules regarding the foreign tax credit
allowable to a United States holder and will generally be "passive" income for purposes of computing the foreign tax credit.
Your tax basis in your Notes generally will be the U.S. dollar cost of your Notes. You will generally recognize capital gain or loss on the sale or
retirement of your Notes equal to the difference between the amount you realize on the sale or retirement, excluding any amounts attributable to accrued
but unpaid interest, and your tax basis in your Notes. Capital gain of a noncorporate United States holder is generally taxed at a maximum rate of 20%
where the property is held for more than one year.

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EMPLOYEE RETIREMENT INCOME SECURITY ACT
A fiduciary of a pension, profit-sharing or other employee benefit plan subject to Title I of the U.S. Employee Retirement Income Security Act of
1974, as amended ("ERISA") (each, a "Plan"), should consider the fiduciary standards of ERISA in the context of the Plan's particular circumstances
before authorizing an investment in the Notes. Among other factors, the fiduciary should consider whether the investment would satisfy the prudence and
diversification requirements of ERISA and would be consistent with the documents and instruments governing the Plan, and whether the investment would
involve a prohibited transaction under ERISA or the U.S. Internal Revenue Code of 1986, as amended (the "Code").
Section 406 of ERISA and Section 4975 of the Code prohibit Plans, as well as individual retirement accounts, Keogh plans and any other plans that
are subject to Section 4975 of the Code (also "Plans"), from engaging in certain transactions involving "plan assets" with persons who are "parties in
interest" under ERISA or "disqualified persons" under the Code with respect to the Plan. A violation of these prohibited transaction rules may result in
excise tax or other liabilities under ERISA or the Code for those persons, unless exemptive relief is available under an applicable statutory, regulatory or
administrative exemption. Employee benefit plans that are governmental plans (as defined in Section 3(32) of ERISA), certain church plans (as defined in
Section 3(33) of ERISA) and non-U.S. plans (as described in Section 4(b)(4) of ERISA) (collectively, "Non-ERISA Arrangements") are not subject to the
requirements of Section 406 of ERISA or Section 4975 of the Code but may be subject to substantially similar provisions under applicable federal, state,
local, non-U.S. or other laws ("Similar Laws").
The acquisition and holding of Notes by a Plan or any entity whose underlying assets include "plan assets" by reason of any Plan's investment in the
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