Bank of Montreal's Board of Directors consists of 13 independent directors as defined in the Standards for Directors and one management director, namely President and CEO William Downe.

Directors
J. Robert S. Prichard (Chairman of the Board) William A. Downe (President and CEO) Robert M. Astley Sophie Brochu George A. Cope Christine A. Edwards Ronald H. Farmer		Harold N. Kvisle Eric R. La Flèche Bruce H. Mitchell Philip S. Orsino Martha C. Piper Guylaine Saucier Don M. Wilson III
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Unrelated/Independent Standards for Directors BMO Financial Group Executive Biographies
J. Robert S. Prichard - Toronto, Ontario - Chairman of the Board Director since: 2000 Committee membership: Risk Review Committee; Governance and Nominating Committee; Human Resources Committee J. Robert S. Prichard is Chairman of the Board of Bank of Montreal, having been appointed to this position effective March 20, 2012. He is the non-executive Chair of Torys LLP, a Canadian law firm. Before joining Torys LLP in September 2010, Mr. Prichard served as President and Chief Executive Officer and a Director of Metrolinx. Metrolinx is the regional transportation agency and operator for the Greater Toronto and Hamilton Area. He also served as President and Chief Executive Officer of Torstar Corporation, a leading Canadian media company from 2002 – 2009. Mr. Prichard is President Emeritus of the University of Toronto where he served as President from 1990 – 2000 and previously served as dean of law and as a professor specializing in law and economics. He also serves as Chairman of Metrolinx, Penguin Canada and the Visiting Committee of Harvard Law School, Vice-Chair of Canada’s Science, Technology and Innovation Council, a Trustee of the Hospital for Sick Children, a director of the Toronto Community Foundation and a member of Canada’s Economic Advisory Council and Ontario’s Economic Advisory Panel. He studied honours economics at Swarthmore College, received his M.B.A. from the University of Chicago and earned law degrees at the University of Toronto and Yale University. He is an Officer of the Order of Canada, a Member of the Order of Ontario and a Fellow of the Royal Society of Canada. Public Board Membership During the Last Five Years George Weston Ltd. Onex Corporation Torstar Corporation Four Seasons Hotels Inc. 2000 – Present 1994 – Present 2002 – 2009 1996 – 2007 Top
William A. Downe — Toronto, Ontario — President and CEO
Director since: 2007 Committee membership: Audit Committee * ; Governance and Nominating Committee * ; Human Resources Committee * ; Risk Review Committee * Bill Downe is President and Chief Executive Officer of BMO Financial Group. Since joining the Bank in 1983, he has served in several capacities. Prior to March 1, 2007, he was Chief Operating Officer, with responsibility for all of BMO’s operating units including P&C Canada & U.S., BMO Capital Markets, Private Client Group, Technology and Operations and Corporate Marketing. Prior to that, Mr. Downe served four years as Deputy Chairman, BMO Financial Group and Chief Executive Officer, BMO Nesbitt Burns, a role in which he oversaw BMO CapitalMarkets, Private Client Group and BMO Financial Group’s U.S. operations. Mr. Downe serves on the Board of Directors of BMO Nesbitt Burns Corporation Limited and BMO Financial Corp. (both subsidiaries of the Bank). In the U.S.,Mr. Downe is the past President of the Federal Reserve Advisory Council, and is currently a member of the Rush University Medical Center Board of Trustees as well as their Compensation and Human Resources Committee, a Director on the Board of Manpower Inc. and a member of their Executive Compensation and Human Resources Committee, and a Director of Catalyst Inc. and its Canadian Advisory Board. In Canada, he serves on the Board of St. Michael’s Hospital Foundation and is a member of the Campaign Executive, for The Campaign for the University of Toronto. He served as Chairman of the 2009 Campaign Cabinet for United Way of Greater Toronto, and he is also past Chair of the Board of Directors of St.Michael’s Hospital. Mr. Downe holds an M.B.A. from the University of Toronto. Public Board Membership During the Last Five Years Manpower Inc. 2011 – Present *During fiscal 2011, Mr. Downe attended Committee meetings, in full or in part as appropriate, at the request of the Committees, but was not a member of any Committee. Top
Robert M. Astley — Waterloo, Ontario
Director since: 2004 Committee membership: Governance and Nominating Committee; Human Resources Committee (Chair); Risk Review Committee Bob Astley, a Corporate Director, is the former President and Chief Executive Officer of Clarica Life Insurance Company, a life and health insurance company headquartered in Waterloo, Ontario, and former President of Sun Life Financial Canada, comprising the Canadian life and health insurance and wealth management operations of Sun Life Financial Inc. In 1999, as President and Chief Executive Officer of Mutual Life of Canada, he led the organization and its stakeholders through demutualization, an initial public offering and a corporate name change to Clarica Life Insurance Company. With the combining of the operations of Clarica and Sun Life Financial Services of Canada Inc. in 2002, Mr. Astley was appointed President of Sun Life Financial Canada, a position he held until his retirement in September 2004. Mr. Astley is Chairman and a director of the CPP Investment Board. He graduated from the University of Manitoba with an Honours degree in Science and is a Fellow of the Canadian Institute of Actuaries. Mr. Astley has not held any public board memberships during the last five years Top

Sophie Brochu — Bromont, Quebec

Director since: 2011 Committee Membership: Audit Committee Sophie Brochu holds the position of President and Chief Executive Officer of Gaz Métro, a natural gas distributor. Ms. Brochu is a graduate in Economics from Université Laval in Quebec City where she specialized in the energy field. She sits on the Board of Gaz Métro as well as on the Boards of Bell Canada and BCE. She is also Chair of the Board of the Montreal Museum of Archaeology and History (Pointe-à-Callière). Ms. Brochu was co-president of the Centraide of Greater Montreal campaign for 2010 and is also involved in the 80, ruelle de l’Avenir project, which aims to combat school dropout in the Centre-Sud and Hochelaga Maisonneuve neighbourhoods. Public Board Membership During the Last Five Years BCE Inc. 2010 – Present Top

Director since: 2006 Committee Membership: Human Resources Committee

George Cope is President and Chief Executive Officer of Bell Canada and BCE Inc., leading the transformation of Canada’s largest communications company into a customer-focused competitor through a strategy of broadband network investment, service enhancement and cost efficiency. Prior to joining Bell in 2005, Mr. Cope was President and Chief Executive Officer of national wireless carrier Telus Mobility since 2000. Previously, he served as President and Chief Executive Officer of national wireless carrier Clearnet Communications for 13 years. Holding a Business Administration (Honours) degree from The University of Western Ontario, Mr. Cope serves on the university’s Advisory Board of the Richard Ivey School of Business.

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Christine Edwards — Lake Forest, Illinois

Director since: 2010 Committee Membership: Human Resources Committee; Risk Review Committee Christine Edwards is a Capital Partner in the Corporate Practice Group of Winston & Strawn, a U.S. law firm. Prior to joining Winston & Strawn in 2003, she was Executive Vice-President and Chief Legal Officer at Bank One Corporation with responsibilities for the Company’s law, compliance, regulatory and government relations functions. Ms. Edwards is ranked nationally in the area of Financial Services and Securities Regulation by Chambers USA and America’s Leading Lawyers for Business; was named an Illinois Super Lawyer in 2008, 2009, 2010 and 2011 and is listed in The Legal 500. Ms. Edwards serves on the Board of Trustees, Executive and Nominating Committees, and Chairs the Audit Committee for Rush University Medical Center, a leading academic medical center in Chicago. Ms. Edwards serves in Washington D.C. on the Oversight Board of the U.S. Chamber of Commerce Center for Capital Markets Competiveness. Ms. Edwards received a B.A. in English and Education from the University of Maryland and a J.D., with honors, from the University of Maryland School of Law. Ms. Edwards has not held any public board memberships during the last five years Top

Director since: 2003 Committee Membership: Audit Committee; Governance & Nominating Committee; Human Resources Committee

Ron Farmer is Managing Director of Mosaic Capital Partners, a Toronto-based management and holding company with interests in several private companies. Prior to joining Mosaic in 2003, he spent 25 years with McKinsey & Company, serving as the Managing Partner for the Canadian practice from 1991 to 1997. Mr. Farmer is the Chairman of Power Metal Technologies, Inc. and a director of Boatracs Inc., Integran Technologies, and Valeant Pharmaceuticals International Inc. He also serves on the Dean’s Advisory Council of the Schulich School of Business. He holds a B.A. and anM.B.A. from The University of Western Ontario.

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Director since: 2005 Committee Membership: Human Resources Committee; Risk Review Committee

Harold Kvisle is the former President and CEO of TransCanada Corporation, a North American pipeline and power generation company. He joined TransCanada in 1999 after 24 years in the upstream oil and gas business, serving as TransCanada’s President and CEO from 2001 until his retirement in 2010. He holds an M.B.A. from the University of Calgary and a B.Sc. (Eng.) from the University of Alberta.

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Director since: 2012 Committee membership : Audit Committee

Eric R. La Flèche is President and Chief Executive Officer of Metro Inc., a leading food retailer and distributor, since April 2008. He joined Metro in 1991 and has held several positions of increasing responsibility, including Executive Vice-President and Chief Operating Officer (2005). Mr. La Flèche holds an MBA from Harvard Business School and a law degree from the University of Ottawa. He is involved with several charities in Quebec including United Way of Greater Montreal.

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Director since: 1999 Committee membership : Risk Review Committee

Bruce Mitchell is founder, President and Chief Executive Officer of Permian Industries Limited, a Toronto-based management and holding company with interests in the North American food growing, processing and technology industries. Mr. Mitchell is Vice-Chair of the Board of Trustees and a Councillor of Queen’s University, a member of the Board of the Canadian Institute for Advanced Research and has served on the Board and executive committees of Ridley College and UNICEF Canada. He holds a B.Sc. (Hons.) from Queen’s University and an M.B.A. from Harvard University.

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Director since: 1999 Committee membership: Audit Committee (Chair); Governance and Nominating Committee

Philip Orsino has a B.A. from the University of Toronto and is a Fellow of the Institute of Chartered Accountants. He is the President of Jeld-Wen Inc., a global integrated manufacturer of building products and past chairman of University Health Network. He was formerly President and CEO of Masonite International Corporation until October 2005, which was listed on the TSX and NYSE. Mr. Orsino was appointed an Officer of the Order of Canada in 2004 and was the recipient of the 2003 Canada's Outstanding CEO of the Year Award.

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Director since: 2006 Committee membership: Audit Committee; Governance and Nominating Committee (chair)

Dr. Martha C. Piper, a Corporate Director, was President and Vice-Chancellor of The University of British Columbia from 1997 to June 2006. Prior to this, she was Vice-President Research and External Affairs at The University of Alberta. She has served on the Board of the Advisory Council on Science and Technology, the British Columbia Progress Board and the National University of Singapore Council. In 2001, she served as Campaign Chair of the United Way of the Lower Mainland. Dr. Piper is an Officer of the Order of Canada and a recipient of the Order of British Columbia. She was named Educator of the Year by the Learning Partnership in 2004 and is a member of the Trilateral Commission.

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Director since: 1992 Committee membership: Audit Committee; Risk Review Committee

Guylaine Saucier, a Corporate Director, is a former Chairman of the Board of Directors of the Canadian Broadcasting Corporation, a former director of the Bank of Canada, a former Chair of the Canadian Institute of Chartered Accountants (CICA), a former director of the International Federation of Accountants, and was Chair of the Joint Committee on Corporate Governance established by the CICA, the Toronto Stock Exchange and the Canadian Venture Exchange, is a director of AXA Assurances, AREVA, Danone and Wendel and was also the first woman to serve as President of the Quebec Chamber of Commerce. She serves as a director of the Fondation du Musée des Beaux Arts. Mme Saucier obtained a B.A. from Collège Marguerite-Bourgeois and a B.Comm. from the École des Hautes Études Commerciales, Université de Montréal. She is a Fellow of the Institute of Chartered Accountants and a Member of the Order of Canada. In 2004, she received the Fellowship Award from the Institute of Corporate Directors, in 2007, she obtained the Institute Certified Designation from the Institute of Corporate Directors, and in 2010, Administrateur de Société Emérite from Collège des Administrateurs de sociétés.

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Director since: 2008 Committee membership: Governance & Nominating Committee; Human Resources Committee; Risk Review Committee (chair)

Don M.Wilson III, a Corporate Director, retired from JP Morgan Chase & Co. in 2006 as Chief Risk Officer with responsibility for credit, equity, market, and operational risk globally. Mr.Wilson was also a member of JP Morgan’s Executive Committee and Operating Committee. He graduated from Harvard University in 1970 (AB cum laude) and from the Tuck School at Dartmouth College in 1973 (M.B.A.).

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