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                                                                EXHIBIT 10.a




                   1996 HARRIS BANK MANAGERIAL INCENTIVE PLAN
































                             Compensation Division
                                   June, 1996



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                   1996 HARRIS BANK MANAGERIAL INCENTIVE PLAN


I. PURPOSE

      The 1996 Harris Bank Managerial Incentive Plan is designed to link
      employee rewards to the achievement of Harris Bankcorp and Bank of
      Montreal (BMO) objectives.

II. OBJECTIVES

     1. Facilitate the achievement of the goals and objectives for
        the Harris Bankcorp and the BMO "Family of Companies".

     2. Motivate employees to achieve consistently high levels of
        performance by directly linking rewards to performance.

     3. Promote teamwork and cross functional efforts.

     4. Attract and retain qualified employees.

     5. Assist in communicating management strategies for the Harris
        Bankcorp and BMO.


III.EFFECTIVE DATE
      January 1, 1996 to December 31, 1996


IV. ELIGIBILITY

      Select full-time and part-time Division Administrator equivalent or above
      employees are eligible to participate in the plan.

      Eligible positions and corresponding incentive targets are listed in
      Exhibit A. I If an employee is promoted or transferred from one eligible
      position and/or incentive plan to another, the incentive opportunity will
      be pro-rated based on the time spent in each position and/or incentive
      plan.  New hires will be eligible for pro-rated awards based on the date
      of hire during the plan year.

V. PLAN DESIGN

     A. DESIGN SUMMARY

     1. Select Division Administrator equivalent or above employees
        participate.



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                   1996 HARRIS BANK MANAGERIAL INCENTIVE PLAN



  2. Actual incentive compensation will be based on a maximum of three
     weighted Performance measurement grouping:

           a. Total Harris Bankcorp - Net Income (NI)
           b. BMO consolidated ROE divided by a weighted average peer bank ROE
           c. Individual employee - Performance Planning and Review (PPR)
              rating

     Plan payout multipliers for the above three performance groupings
     are described in Exhibits B, C and D, respectively.

  3. The BMO multiplier will be calculated based on the consolidated ROE of
     the BMO, divided by the weighted average ROE of the five largest
     Canadian banks.

          a. Multiplier will be set to zero if BMO's ROE is
             below the threshold level (i.e. five percentage points higher
             than the equivalent of a risk-free rate of return -- defined
             as the tax-adjusted yield of 10-year Government of Canada
             bonds, averaged over the calendar year).
          b. 1996 threshold level has been set at 12%

  4. Target awards, which are based on a percentage of  base
     salary, are established for all participants.

  5. Total Harris Bankcorp performance is linked to plan funding:

          a. Harris Bankcorp performance must meet threshold of 90% of
             annual target
          b. Managerial plan funding adjusted to reflect both Harris
             Bankcorp and BMO performance above/below annual target.

      B.   FORMULA

      Award = Position Target x Team Performance x Individual Performance
              Multiplier
                              (Harris   +    BMO
                           Multiplier   Multiplier)

      C.   PLAN FUNDING

      1.   Target Pool

           The Target Pool is the sum of individual incentive target award
           plus a provision of 12.5% to recognize the normal distribution of PPR
           ratings.  For 1996, the incentive pool is projected to be $3,204,442.



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  2.   Final Pool

       The Final Pool will be calculated following the completion of the
       plan year and will be determined by adjusting the target pool to
       reflect actual performance of Harris Bank and BMO and the actual
       distribution of PPR ratings.

  D.   PARTICIPANT AWARD COMPUTATION

  1.   Target Award

       The target award varies by position for each participant (See Exhibit
       A).

  2.   Individual Awards

       The Individual awards will be determined based upon a weighted
       combination of Harris Bankcorp and BMO performance, as well as each
       individual's performance. The following equation will be used:

    Award = Position Target x Team Performance x Individual Performance
            Multiplier
                             (Harris   +    BMO
                          Multiplier   Multiplier)

       The incentive payout multipliers associated with Harris performance,
       BMO performance and individual performance are shown in Exhibits B, C
       & D, respectively. Participants will be placed in one of the
       following categories to set the relative weight for Harris Bankcorp
       and BMO performance:


                    CATEGORY           BANKCORP        BMO
                    ----------         --------        ---

                    CEO                  50%           50%

                    Category A           50%           50%

                    Category B           60%           40%

                    Category C           70%           30%

                    Category D           80%           20%


       The category will be assigned and communicated to each participant at
       the beginning of each plan year.  See Exhibit A for each individual's
       category and target assignment.

VI.  TIMING

       Awards are paid on an annual basis, following the end of the Plan
       year.


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                   1995 HARRIS BANK MANAGERIAL INCENTIVE PLAN
                           ADMINISTRATIVE PROVISIONS



1. CONTINUED EMPLOYMENT AS A CONDITION TO EARN INCENTIVE COMPENSATION

  A. Except as provided herein, participants must be employed by the Bank
     on the service dates set forth below in order to earn incentive
     compensation.

  B. The service date for incentive compensation is December 31 of the
     Plan year in which the compensation was generated.

  C. When the employment of a participant terminates:

     1.   A participant whose employment terminates before a service date
          for any reason other than disability, retirement, job elimination or
          death shall earn no incentive compensation generated in the year of
          termination.

     2. A participant whose employment terminates by reason of:
          * Permanent disability
          * Retirement (i.e., age 55 or older and 10 or more years service),
          * Job elimination, or
          * The participants death

        shall receive all unpaid incentive compensation generated through the
        date of termination.

     3. A participant whose employment terminates after a service date,
        for any reason other than termination for cause, shall receive
        incentive compensation earned during the preceding plan year.

  D. A participant who transfers from an incentive eligible position for
     reasons not related to below standard performance and who remains in the
     employ of Harris  Bank shall receive a pro-rated award payable following
     completion of the plan year.

  E. Incentive Awards for Harris Bank employees who transfer to Bank of
     Montreal will be pro-rated based upon the number of months that they
     were in the Harris Plan, assuming a PPR rating for Harris service of
     level 3 or better.

2. ANNUAL GOALS

   For the purpose of accruing incentive compensation, target goals will be set
   and approved on at least an annual basis by the Harris Bankcorp Board of
   Directors and BMO Board of Directors.

3. INCENTIVE AWARDS NOT DISTRIBUTED TO PARTICIPANTS

   Any portion of incentive compensation not earned and disbursed will be
   retained by the Bankcorp.

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4. PAYMENT OF AWARDS TO PARTICIPANTS

   Incentive Compensation awards will be determined by the provisions of the
   plan.  The CEO, Harris Bankcorp reserves the right to modify individual
   awards beyond provisions of the Plan.

5. WITHHOLDING AND BENEFITS

   All  incentive payments are subject to the payroll and other withholding
   as required by law, as well as Crusade of Mercy withholding.

6. MODIFICATION AND CONTINUATION OF THE PROGRAM

   The  Bankcorp reserves the right to revise or terminate the Plan at any
   time.  The Bankcorp is not committed to the indefinite existence of the
   same or a similar Plan, the participation of any employee in the Plan or
   the terms or manner in which compensation is calculated under the Plan.

7. CONTRACT OF EMPLOYMENT

   Nothing in the Plan is intended or should be construed as creating a contract
   of employment for a fixed term.

8. PLAN INTERPRETATION OR AMENDMENT

     8.1  The Bankcorp retains the sole and final authority to interpret
          and administer the Plan.  All questions concerning plan
          interpretation or administration should be submitted in writing to
          the EVP, Risk Management or appropriate Vice Chair for CIFS or PCFS,
          who will respond in writing within thirty (30) days.

     8.2  Plan participants may appeal a decision of the EVP or Vice
          Chair by submitting a written request to the CEO within (10) days
          after receipt of the EVP's or Vice Chair decision.  The Vice CEO will
          respond in writing within thirty (30) calendar days.  The CEO's
          decision will be final.

9. ADMINISTRATION AND RESPONSIBILITIES

     9.1 Calculation of employee incentive compensation will be the
         responsibility of the EVP or appropriate Vice Chair and a
         representative of the Compensation Division.  A copy of the current
         Plan and authorized disbursements will be kept the Compensation
         Division.  The EVP, Risk Management Vice Chairs for CIFS and
         PCFS will submit a list of participants to the CEO, Harris Bankcorp
         with a copy to a representative of the Compensation Division on an
         annual basis (upon approval of the Plan).  The list, approved by the
         CEO, Harris Bankcorp will be submitted to Payroll for disbursement
         purposes.

     9.2 The Plan will be reviewed by the Group Executive and a respresentative
         of the Compensation Division at lease annually; and update as
         necessary.


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                                   EXHIBIT B
                   HARRIS BANKCORP PERFORMANCE LEVERAGE TABLE



Measurement:  Net Income

Target:       $161.5 MM (Business Plan Target)




<TABLE>
<CAPTION>
                             INCENTIVE PLAN
      PERFORMANCE              MULTIPLIER *
 $'s                 % of plan        %
----              ---------------  -------
<S>                  <C>           <C>
 $177.6              110%          110%
 $174.4              108%          108%
 $171.1              106%          106%
 $167.9              104%          104%
 $161.7              102%          102%
 $161.5 TARGET       100%          100%
 $158.2               98%           96%
 $155.0               96%           92%
 $151.8               94%           88%
 $148.5               92%           84%
 $145.3 Threshold     90%           80%
<$145.3                0%            0%
</TABLE>

MULTIPLIER FORMULA:

Above Target Performance:  Incentive plan multiplier increases by 3% for every
                           1%  by which Actual Net Income exceeds Target Net
                           Income

Below Target Performance:  Incentive plan multipler descreases by 2% for every
                           1% by which Actual Net Income achieved is below
                           Target Net Income down to a minimum threshold
                           multiplier of 80%.

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                                   EXHIBIT C
                  BANK OF MONTREAL PERFORMANCE LEVERAGE TABLE



Measurement:  Return On Equity (ROE)

Target:       "Big 5" Canadian Banks' Average ROE




<TABLE>
<CAPTION>
                                       INCENTIVE PLAN
                       PERFORMANCE      MULTIPLIER *
                                 % of plan        %
                              ---------------  -------
                              <S>             <C>
                              110%             110%
                              108%             108%
                              106%             106%
                              104%             104%
                              102%             102%
                      TARGET  100%             100%
                               98%              98%
                               96%              96%
                               94%              94%
                               92%              92%
                               90%              90%
</TABLE>

*MULTIPLIER FORMULA:

The incentive plan multiplier is the result of dividing the Bank of Montreal
ROE for the year by the average ROE of the Canadian Imperial Bank of Commerce,
Bank of Nova Scotia, Toronto Dominion Bank, National Bank and Royal Bank.

If BMO ROE is less than 12%, the incentive multiplier is 0.

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                                   EXHIBIT D
                     INDIVIDUAL PERFORMANCE LEVERAGE TABLE


Measurement: 1996 PPR Rating



<TABLE>
                   PERFORMANCE LEVEL  Multiplier  Distribution
                   <S>                <C>         <C>

                        Level 1          1.7         0 - 5 %
                        Level 2          1.4        30 - 35%
                        Level 3          1.0        60 - 65%
                        Level 4           0          0 - 5%
</TABLE>