<PAGE>
                                                                     EXHIBIT 4.1














                   EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                                       OF
                             BANK OF MONTREAL/HARRIS

                   (As Restated Effective January 1, 1995 and
              As Amended Through the Thirteenth Amendment Thereof)
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<S>                                                                          <C>
SECTION 1................................................................      1
      Introduction.......................................................      1
            1.1   Purpose................................................      1
            1.2   Effective Date, Plan Year..............................      1
            1.3   Employers..............................................      1
            1.4   Administration of the Plan.............................      2
            1.5   Funding of Benefits....................................      2
            1.6   Plan Supplements.......................................      2

SECTION 2................................................................      3
      Eligibility........................................................      3
            2.1   Participation..........................................      3
            2.2   Credited Service.......................................      3
            2.3   Notice of Participation................................      4
            2.4   Controlled Group Member................................      4
            2.5   Leased Employees.......................................      5
            2.6   Excluded Employees.....................................      5

SECTION 3................................................................      6
      Participant Contributions..........................................      6
            3.1   Participant 401(k) Contributions.......................      6
            3.2   Participant After-Tax Contributions....................      6
            3.3   Payment of Participant Contributions...................      6
            3.4   Variation, Discontinuance and Resumption of
                  Participant Contributions..............................      6
            3.5   Earnings for Year Ending December 31, 1995.............      7
            3.6   Earnings for Years Ending After December 31, 1995......      7
            3.7   Profit Sharing Earnings................................      7
            3.8   Maximum Amount of Participant 401(k) Contributions.....      8
            3.9   Limitation on Participant 401(k) Contributions.........      8
            3.10  Highly Compensated Employee............................      9
            3.11  Catch-Up Contributions.................................      9

SECTION 4................................................................     11
      Employer Contributions.............................................     11
            4.1   Employer Matching Contributions........................     11
            4.2   Aggregate Employer Profit Sharing Contribution.........     11
            4.3   Individual Employer Profit Sharing Contribution........     11
            4.4   Limitations on Employer Contributions..................     11
            4.5   Payment of Employer Contributions......................     12
            4.6   Verification of Employer Contributions.................     12
</TABLE>


                                      -i-
<PAGE>
<TABLE>
<S>                                                                          <C>
            4.7   No Interest in Employers...............................     12

SECTION 5................................................................     14
      The Trust Fund and the Investment Funds............................     14
            5.1   The Trust Fund.........................................     14
            5.2   The Investment Funds...................................     14
            5.3   Investment Fund Elections..............................     14
            5.4   Investment Fund Transfers..............................     14

SECTION 6................................................................     16
      Period of Participation............................................     16
            6.1   Normal Retirement......................................     16
            6.2   Settlement Date........................................     16
            6.3   Restricted Participation...............................     16

SECTION 7................................................................     18
      Accounting.........................................................     18
            7.1   Separate Accounts......................................     18
            7.2   Accounting Dates.......................................     18
            7.3   When Employer Contributions Considered Made............     19
            7.4   Adjustment of Participants' Accounts...................     19
            7.5   Allocation of Employer Contributions...................     20
            7.6   Crediting of Participant Contributions.................     20
            7.7   Charging Distributions.................................     20
            7.8   Rollovers..............................................     20
            7.9   Statement of Account...................................     21
            7.10  Contribution Limitations...............................     21
            7.11  Combined Benefit Limitations...........................     21
            7.12  Limitation on Allocation of Contributions..............     22
            7.13  Allocation of Earnings to Distributions of Excess
                  Contributions..........................................     23

SECTION 8................................................................     24
      Withdrawals and Loans During Employment............................     24
            8.1   Withdrawal of Participant Contributions................     24
            8.2   General Account Withdrawals............................     24
            8.3   Charging of Withdrawals................................     24
            8.4   Loans to Participants..................................     25
            8.5   Default on Plan Loans..................................     26
            8.6   Hardship Withdrawals...................................     27
</TABLE>


                                      -ii-
<PAGE>
<TABLE>
<S>                                                                          <C>
SECTION 9................................................................     29
      Payment of Account Balances........................................     29
            9.1   Nonforfeitability......................................     29
            9.2   Manner of Distribution.................................     29
            9.3   Commencement of Distributions..........................     30
            9.4   Designation of Beneficiary.............................     30
            9.5   Missing Participants or Beneficiaries..................     31
            9.6   Facility of Payment....................................     32
            9.7   Direct Transfer of Eligible Rollover Distributions.....     33
            9.8   Distribution to Alternate Payees.......................     33

SECTION 10...............................................................     34
      Absence and Reemployment...........................................     34
            10.1  Breaks in Service......................................     34
            10.2  Resumption of Participation............................     34
            10.3  Leave of Absence.......................................     35
            10.4  Maternity and Paternity Absence........................     35

SECTION 11...............................................................     36
      The Benefits Administration Committee..............................     36
            11.1  Membership.............................................     36
            11.2  Committee's General Powers, Rights and Duties..........     36
            11.3  Manner of Action.......................................     37
            11.4  Interested Committee Member............................     38
            11.5  Resignation or Removal of Committee Members............     38
            11.6  Committee Expenses.....................................     38
            11.7  Information Required by Committee......................     38
            11.8  Uniform Rules..........................................     39
            11.9  Review of Benefit Determinations.......................     39
            11.10 Committee's Decision Final.............................     39

SECTION 12...............................................................     40
      General Provisions.................................................     40
            12.1  Additional Employers...................................     40
            12.2  Action by Employers....................................     40
            12.3  Waiver of Notice.......................................     40
            12.4  Gender and Number......................................     40
            12.5  Controlling Law........................................     40
            12.6  Employment Rights......................................     41
            12.7  Litigation by Participants.............................     41
            12.8  Interests Not Transferable.............................     41
            12.9  Absence of Guaranty....................................     41
</TABLE>


                                     -iii-
<PAGE>
<TABLE>
<S>                                                                          <C>
            12.10 Evidence...............................................     41

SECTION 13...............................................................     42
      Amendment and Termination..........................................     42
            13.1  Amendment..............................................     42
            13.2  Termination............................................     42
            13.3  Vesting and Distribution on Termination................     43
            13.4  Notice of Amendment or Termination.....................     43
            13.5  Plan Merger, Consolidation, etc........................     44
</TABLE>

SUPPLEMENT A
      Voluntary Life Insurance for Participants

SUPPLEMENT B
      Special Rules for Top-Heavy Plans

SUPPLEMENT C
      Money Purchase Pension Plan for Employees

SUPPLEMENT D
      Deductible Deposits

SUPPLEMENT E
      Adoption by Argo State Bank

SUPPLEMENT F
      Adoption by Roselle State Bank and Trust Company

SUPPLEMENT G
      Adoption by Harris Trust Company of New York

SUPPLEMENT H
      Adoption by Bank of Montreal

SUPPLEMENT I
      Coverage of Former Employees of National Westminster Bank USA

SUPPLEMENT J
      Adoption by Derivative Markets Management, Inc.

SUPPLEMENT K
      Adoption by Harris Bank Willamette, N.A.

SUPPLEMENT L
      Coverage of Former Employees of Marine Midland Bank, N.A.


                                      -iv-
<PAGE>
SUPPLEMENT M
      Adoption by Harris Bank Barrington, N.A.

SUPPLEMENT N
      Adoption by Harris Bank Libertyville

SUPPLEMENT O
      Adoption by Harris Bank Hinsdale, N.A.

SUPPLEMENT P
      Adoption by Harris Bank Batavia, N.A.

SUPPLEMENT Q
      Adoption by Harris Bank Frankfort

SUPPLEMENT R
      Adoption by Harris Bank Naperville

SUPPLEMENT S
      Adoption by Harris Bank St. Charles

SUPPLEMENT T
      Adoption by Harris Bank Winnetka, N.A.

SUPPLEMENT U
      Adoption by Harris Bank Glencoe-Northbrook, N.A.

SUPPLEMENT V
      Adoption by Nesbitt Burns Securities Inc.

SUPPLEMENT W
      Adoption by Suburban Banks

SUPPLEMENT X
      Coverage of Former Employees of Household International, Inc.

SUPPLEMENT Y
      Adoption by Burns Fry Inc.

SUPPLEMENT Z
      Coverage of Former Employees of Key Corp.

SUPPLEMENT AA
      Adoption by Burke, Christensen & Lewis Securities, Inc.


                                      -v-
<PAGE>
SUPPLEMENT BB
      Coverage of Former Employees of Village Bank of Naples

SUPPLEMENT CC
      Coverage of Former Employees of Freeman Welwood Company

SUPPLEMENT DD
      Coverage of Former Employees of Century Bank

SUPPLEMENT EE
      Merger of Village Banc of Naples 401(k) Profit Sharing Plan

SUPPLEMENT FF
      Merger of Century Bank 401(k) Profit-Sharing Plan

SUPPLEMENT GG
      Eligibility of First National Bankcorp, Inc. Employees and Merger of
      First National Bankcorp, Inc. 401(k) Plan

SUPPLEMENT HH
      Merger of First National Bankcorp, Inc. Employee Profit Sharing and
      Retirement Plan

SUPPLEMENT II Adoption by CSFBDirect Inc.

SUPPLEMENT JJ
      Adoption by Northwestern Trust and Investors Advisory Company


                                      -vi-
<PAGE>
                   EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                                       OF
                             BANK OF MONTREAL/HARRIS

             (As Amended and Restated Effective January 1, 1995)


                                    SECTION 1

                                  INTRODUCTION

1.1   PURPOSE

            Employees' Savings and Profit Sharing Plan of Bank of
Montreal/Harris (the "plan") is maintained by Harris Trust and Savings Bank (the
"bank") and Harris Bankcorp, Inc. (the "company") to enable eligible employees
to provide for their future security by accumulating funds and sharing in the
contributions of their employer. The plan is intended to constitute a profit
sharing plan which meets the requirements of Section 401(a) of the Internal
Revenue Code.

1.2   EFFECTIVE DATE, PLAN YEAR

            The plan was established as of January 1, 1916. The effective date
of the amendment and restatement of the plan as set forth herein is January 1,
1995. A "plan year" is the 12-month period beginning on January 1 and ending on
the next following December 31.

1.3   EMPLOYERS

            Any subsidiary or affiliate of the company may adopt the plan with
the bank's consent, as described in subsection 12.1. A "subsidiary" of the
company is any corporation or national banking association more than 50% of the
voting stock of which is owned, directly or indirectly, by the company. An
"affiliate" of the company is any entity which owns more than 50 percent of the
voting stock of the company, and any corporation or national banking association
more than 50 percent of the voting stock of which is owned, directly or
indirectly, by the owner or owners of more than 50 percent of the voting stock
of the company. The company and any subsidiaries or affiliates of the company
which adopt the plan are referred to below collectively as the "employers" and
sometimes individually as an "employer".


                                      -1-
<PAGE>
1.4   ADMINISTRATION OF THE PLAN

            The plan is administered by the Harris Benefits Administration
Committee (the "committee"), as described in Section 11. Participants will be
notified of the identity of the members of the committee, and of any change in
committee membership. Any notice or document required to be given to or filed
with the committee will be properly given or filed if delivered or mailed, by
certified mail, postage prepaid, to the committee, in care of the bank, at
Chicago, Illinois.

1.5   FUNDING OF BENEFITS

            Funds contributed under the plan are held and invested, until
distribution, by a trustee (the "trustee") appointed by the bank, in accordance
with the terms of a trust agreement between the company and the trustee which
implements and forms a part of the plan. The investment practices of the plan
are coordinated by the Harris Benefits Investment Committee (the "investment
committee"), as described in the trust agreement. Copies of the plan and trust
agreement, and any amendments thereto, will be on file at the principal office
of each employer which adopts the plan where they may be examined by any
participant or other person entitled to benefits under the plan. The provisions
of and benefits under the plan are subject to the terms and provisions of the
trust agreement.

1.6   PLAN SUPPLEMENTS

            The provisions of the plan may be modified by supplements to the
plan. The terms and provisions of each supplement are a part of the plan and
supersede the provisions of the plan to the extent necessary to eliminate
inconsistencies between the plan and the supplement.


                                      -2-
<PAGE>
                                    SECTION 2

                                   ELIGIBILITY

2.1   PARTICIPATION

            Subject to the conditions and limitations of the plan, each employee
of an employer who is a participant in the plan immediately preceding January 1,
2002 will continue as a participant on and after that date. Beginning January 1,
2002, each other employee of an employer will become a participant in the plan
as soon as administratively practicable (not to exceed six weeks) after he meets
all of the following requirements:

            (a)   He is either:

                  (i)   a citizen or resident of the United States of America;
                        or

                  (ii)  a nonresident alien designated by the bank;

            (b)   He is a regularly scheduled employee (as defined below);

            (c)   He is not an excluded employee (as defined in subsection 2.6);
                  and

            (d)   He is not a member of a group of employees covered by a
                  collective bargaining agreement unless and to the extent the
                  plan has been and continues to be extended to such group by
                  such agreement.

A "regularly scheduled employee" is any employee who receives a salary computed
on an annual, monthly or semi-monthly basis, or an hourly employee whose
compensation is computed on an hourly basis and who is regularly scheduled to
work for the bank.

2.2   CREDITED SERVICE

            An employee's "credited service" means the total of his years of
service computed in accordance with the following rules:

            (a)   An employee shall be entitled to 1/12th of a year of credited
                  service for each calendar month (or portion thereof) during
                  which he is employed by an employer or controlled group
                  member.


                                      -3-
<PAGE>
            (b)   A period of concurrent employment with two or more employers
                  or controlled group members will be considered as employment
                  with only one of them during the period.

            (c)   Termination of employment of an employee with one employer or
                  a controlled group member will not interrupt his credited
                  service for purposes of the plan, if concurrently with or
                  immediately after such termination, he is employed by one or
                  more other employers or controlled group members.

            (d)   A period of unpaid leave of absence shall be considered a
                  period of credited service unless the employee fails to return
                  to active employment with the employer which granted the leave
                  at the termination thereof for any reason except death or
                  termination of employment at or after age 55 years, in which
                  case the employee will be considered as having resigned from
                  the employ of his employer on the first anniversary of the
                  date his leave of absence began (or the date his leave of
                  absence ended, if earlier).


2.3   NOTICE OF PARTICIPATION

            The committee will notify each employee of the date on which he
becomes a participant in the plan and will furnish each participant and each
beneficiary receiving benefits under the plan with a copy of a summary plan
description.

2.4   CONTROLLED GROUP MEMBER

            A "controlled group member" means:

            (a)   any corporation which is not an employer but is a member of a
                  controlled group of corporations (within the meaning of
                  Section 1563(a) of the Internal Revenue Code, determined
                  without regard to Sections 1563(a)(4) and 1563(e)(3)(C)
                  thereof) which contains an employer; or

            (b)   any trade or business (whether or not incorporated) which is
                  not an employer but is under common control with an employer
                  (within the meaning of Section 414(c) of the Internal Revenue
                  Code).


                                      -4-
<PAGE>
2.5   LEASED EMPLOYEES

            A leased employee (as defined below) shall not be eligible to
participate in the plan. A "leased employee" means any person who is not an
employee of an employer, but who has provided services for an employer under
primary direction or control by the employer, on a substantially full time basis
for a period of at least one year, pursuant to an agreement between the employer
and a leasing organization. The period during which a leased employee performs
services for an employer shall be taken into account for purposes of subsection
2.2 of the plan if such leased employee becomes an employee of an employer;
unless (i) such leased employee is a participant in a money purchase pension
plan maintained by the leasing organization which provides a non-integrated
employer contribution rate of at least 10 percent of compensation, immediate
participation for all employees and full and immediate vesting, and (ii) leased
employees do not constitute more than 20 percent of the employer's nonhighly
compensated workforce.

2.6   EXCLUDED EMPLOYEES

            For purposes of subsection 2.1, an "excluded employee" means: (a) a
reserve force employee; (b) a work study employee; (c) a leased employee (as
defined in subsection 2.5); (d) an individual who provides services to an
employer pursuant to a contract, agreement or arrangement which designates the
individual as an independent contractor or consultant, or which excludes the
individual from participation in the plan; (e) an individual who provides
services to an employer pursuant to a contract, agreement or arrangement between
the employer and a third party; and (f) an individual who is compensated,
directly or indirectly, by an employer and whose compensation is treated by the
employer at the time of payment as not being subject to the employer's tax
withholding obligations under the Internal Revenue Code.


                                      -5-
<PAGE>
                                    SECTION 3

                            PARTICIPANT CONTRIBUTIONS

3.1   PARTICIPANT 401(K) CONTRIBUTIONS

            Under the terms stated below, and subject to any limitations
contained in the plan, a participant, if he so desires, may elect "401(k)
contributions" under the plan for any plan year, beginning with the plan year in
which he becomes a participant, in an amount not more than the maximum
percentage of his earnings for that year established by the committee. Each
election by a participant under this subsection must be filed with his employer
at such time and in such way as the committee determines.

3.2   PARTICIPANT AFTER-TAX CONTRIBUTIONS

            Under the terms stated below, and subject to any limitations
contained in the plan, a participant, if he so desires, may elect to make
"after-tax contributions" under the plan for any plan year, beginning with the
plan year in which he becomes a participant, in an amount not more than the
maximum percentage of his earnings for that year established by the committee.
Each election by a participant under this subsection must be filed with his
employer at such time and in such way as the committee determines. For earnings
paid to participants on or after January 1, 2002, no participant may elect to
make after-tax contributions.

3.3   PAYMENT OF PARTICIPANT CONTRIBUTIONS

            A participant's 401(k) contributions shall be made by his employer
on behalf of the participant, and shall reduce the participant's compensation at
the time of payment of such compensation. A participant's after-tax
contributions shall be deducted by his employer from his compensation at the
time of payment of such compensation, or may be made in any other manner
approved by the committee. Amounts so deducted (or by which a participant's
compensation has been so reduced) for any calendar month shall be paid to the
trustee as soon as practicable thereafter, but no later than the 15th business
day of the next following month.

3.4   VARIATION, DISCONTINUANCE AND RESUMPTION OF PARTICIPANT CONTRIBUTIONS

            A participant may elect to change his contribution rate (but not
retroactively) within the limits specified above, to discontinue contributions
or to resume contributions. Each such election by a participant shall be made at
such time and in such


                                      -6-
<PAGE>
manner as the committee shall determine, and shall be effective only in
accordance with such rules as shall be established from time to time by the
committee.

3.5   EARNINGS FOR YEAR ENDING DECEMBER 31, 1995

            For the year ending December 31, 1995, a participant's "earnings"
means the total compensation paid to the participant for services rendered to
the employers while actively participating in the plan, before any reduction for
401(k) contributions he had elected under this Section 3 or payments made on his
behalf under Cafeteria Plan of Bank of Montreal/Harris; but excluding
departmental and similar incentive compensation, compensation in lieu of
vacation, shift differential, moving allowance, expatriate payments, payments
under the Bank's Managerial Participation Plan, compensation paid in a form
other than cash, any other special payment, bonus award or commission for or on
account of specific items, and compensation for any year in excess of $200,000
(or such greater amount as may be determined by the Commissioner of Internal
Revenue for that year).

3.6   EARNINGS FOR YEARS ENDING AFTER DECEMBER 31, 1995

            Beginning January 1, 1996, a participant's "earnings" means the
basic compensation paid to the participant for services rendered to the
employers while actively participating in the plan, including overtime, shift
differential, and amounts paid to the participant under the bank's Managerial
Participation Plan and any business unit incentive compensation plan, before any
reduction for 401(k) contributions he had elected under this Section 3 or
payments made on his behalf under Cafeteria Plan of Bank of Montreal/Harris; but
excluding compensation for any year in excess of $150,000, or such greater
amount as may be determined by the Commissioner of Internal Revenue for that
year. For purposes of calculating profit sharing earnings, as defined in
subsection 3.7, the aggregate amount paid under the bank's Managerial
Participation Plan and business unit incentive compensation plans that is
included in a participant's earnings for any year shall not exceed the greater
of $100,000 or the annual rate of the participant's base salary as of January 1
of that year.

3.7   PROFIT SHARING EARNINGS

            A participant's "profit sharing earnings" for any year means that
portion, if any, of his earnings, including any amounts paid to the participant
under the bank's Managerial Participation Plan for that year which is paid on or
after the first day of the second month next following his completion of two
years of credited service.


                                      -7-
<PAGE>
3.8   MAXIMUM AMOUNT OF PARTICIPANT 401(K) CONTRIBUTIONS

            In no event shall the amount of 401(k) contributions by a
participant for any calendar year exceed $11,000 (or such greater amount as is
allowed under Section 402(g) of the Code). If, because of the foregoing
limitation, a portion of the 401(k) contributions made by a participant may not
be credited to his account for a calendar year, such portion (and the earnings
thereon) shall be distributed to the participant by April 15 of the following
calendar year.

3.9   LIMITATION ON PARTICIPANT 401(K) CONTRIBUTIONS

            Notwithstanding the foregoing provisions of this Section 3, in no
event shall the average deferral percentage (as defined below) for any plan year
of the highly compensated employees (as defined in subsection 3.10) who are plan
participants exceed the greater of:

            (a)   the average deferral percentage of all other participants for
                  the immediately preceding plan year multiplied by 1.25; or

            (b)   the average deferral percentage of all other participants for
                  the immediately preceding plan year multiplied by 2.0;
                  provided that the average deferral percentage of such highly
                  compensated employees does not exceed that of all other
                  participants by more than 2 percentage points.

The "average deferral percentage" of a group of participants for a plan year
means the average of the ratios (determined separately for each participant in
such group) of: (i) the 401(k) contributions made by such participant for such
plan year; to (ii) the participant's compensation (as defined in subsection
3.10) for such plan year. For purposes of this subsection 3.9, a participant
means any employee who is eligible to make 401(k) contributions under the plan.
The 401(k) contributions made by the highly compensated employees will be
reduced (in the order of their contribution amounts beginning with the largest
amount) to the extent necessary to meet the requirements of this subsection 3.9.
If, because of the foregoing limitations, a portion of the 401(k) contributions
made by a highly compensated employee may not be credited to his account for a
plan year, such portion (and the earnings thereon) shall be distributed to such
employee within two and one-half months after the end of that plan year. The
actual deferral percentage test described herein need not be met for a
particular year if an employer: (1) delivers an accurate and easily understood
notice to each participant within a reasonable period before the beginning of
each plan year which informs the participant of his rights and obligations under
the plan; and (2) makes a fully-vested matching contribution under subsection
4.1 of at least 100% of each non-highly compensated employee's participant
401(k) contributions up to 3% of compensation and at least 50% of the employee's
participant 401(k) contribu-


                                      -8-
<PAGE>
tions between 3% and 5% ("safe-harbor matching contribution").
Further, if the employer makes this matching contribution, the rate of matching
contribution for highly compensated employees may not exceed the rate of
matching contribution for non-highly compensated employees at any level of
compensation. Alternatively, the test in (2) above may be satisfied if the rate
of the employer's matching contribution does not increase as the employee's rate
of 401(k) contributions increases and the amount of matching contributions made
by the employer up to the level of compensation which is matched is at least
equal to the amount of matching contributions which would have been made if the
employer made the matching contributions under (2) above. All safe harbor
matching contributions made under this subsection 3.9 are subject to the
restrictions on distributions for hardships provided for in subsection 8.6,
including the last sentence thereof.

3.10  HIGHLY COMPENSATED EMPLOYEE

            A "highly compensated employee" means any present or former employee
who:

            (a)   was a 5 percent owner of an employer during the current or
                  immediately preceding plan year; or

            (b)   received annual compensation from the employers of more than
                  $80,000 (or such greater amount as may be determined by the
                  Commissioner of Internal Revenue) during the immediately
                  preceding plan year and was in the top-paid 20% of the
                  employees for such year.

For purposes of subsections 3.9, 3.10 and 7.12, an employee's compensation means
his total cash compensation for services rendered to the employers as an
employee, determined in accordance with Section 415(c)(3) of the Internal
Revenue Code and the regulations thereunder, but without regard to Sections 127
and 402(e)(3) of the Internal Revenue Code.

3.11  CATCH-UP CONTRIBUTIONS

            Beginning October 1, 2002, each participant who is eligible to make
401(k) contributions under the plan and who will attain at least age 50 before
the close of a plan year shall be eligible to make catch-up contributions in
accordance with, and subject to the limitations of, Section 414(v) of the
Internal Revenue Code. Catch-up contributions shall not be taken into account
for purposes of the annual addition limitation (defined in subsection 7.10) or
the dollar limitation on 401(k) contributions (defined in subsection 3.8). These
contributions will not be counted for purposes of, and the plan shall not be
treated as failing to satisfy, the average deferral percentage test (defined in
subsection


                                      -9-
<PAGE>
3.9), the top-heavy requirements (defined in Supplement B) or the provisions of
Sections 401(k)(3), 401(k)(11), 401(k)(12), if applicable, and 410(b) of the
Internal Revenue Code. The maximum amount of catch-up contributions a
participant can make in each plan year is as follows:

<TABLE>
<CAPTION>
              Plan Year         Catch-up Contribution Limit
              ---------         ---------------------------
<S>                             <C>
                2002                      $1,000
                2003                      $2,000
                2004                      $3,000
                2005                      $4,000
         2006 or thereafter               $5,000
</TABLE>

For plan years beginning after December 31, 2006, the catch-up contribution
limit shall be subject to adjustments based on cost-of-living increases at the
same time and in the same manner as adjustments under Code Section 415(d). A
participant's election to make catch-up contributions shall be made at such time
and in such manner as the committee may determine. In accordance with rules
established by the committee, a participant who is otherwise making 401(k)
contributions and is at least age 50 by the end of any Plan Year may be deemed
to have elected to make catch-up contributions, or 401(k) contributions may be
recharacterized as catch-up contributions, to help satisfy the average deferral
percentage test of subsection 3.9. Catch-up contributions shall be allocated to
participant 401(k) contribution accounts. No employer matching contributions
shall be made with respect to catch-up contributions.


                                      -10-
<PAGE>
                                    SECTION 4

                             EMPLOYER CONTRIBUTIONS

4.1   EMPLOYER MATCHING CONTRIBUTIONS

            For each plan year (or such other period as the committee may
establish), each employer will make a "matching contribution" to the trustee in
an amount equal to 100% of the first 5 percent of the 401(k) contributions for
each employee employed by it during any period of a participant's participation
in the plan, and any such contribution may be made in the form of cash or BMO
stock, in the employer's discretion.

4.2   AGGREGATE EMPLOYER PROFIT SHARING CONTRIBUTION

            For each plan year, the bank, in its discretion, may specify either
the employers' aggregate profit sharing contribution to be made under the plan
for that year or a definite basis or formula by which such aggregate profit
sharing contribution can be determined within a reasonable time after the end of
that plan year.

4.3   INDIVIDUAL EMPLOYER PROFIT SHARING CONTRIBUTION

            For each plan year, each employer will contribute to the trustee
that portion of the aggregate profit sharing contribution, if any, established
by the bank for such plan year under subsection 4.2 which the profit sharing
contribution allocated to the accounts of participants employed by it on the
last day of such year bears to the total profit sharing contribution allocated
to the accounts of all participants for that year. Appropriate adjustments shall
be made in the case of a participant who was not employed by an employer for the
entire year. An employer may also make a special contribution in such amount as
is necessary to provide for restorative action with respect to participants'
accounts if it is determined that the appropriate amount of contributions or
earnings was not credited to or appropriate investment fund transfers were not
made with respect to such participants' accounts. Such special contribution
shall be allocated and credited only to the accounts of the participants
involved.

4.4   LIMITATIONS ON EMPLOYER CONTRIBUTIONS

            Each employer's total contribution for a plan year is conditioned on
its deductibility under Section 404 of the Internal Revenue Code in that year,
shall comply with the contribution limitations set forth in subsection 7.10 and
the allocation limitations contained in subsection 7.12, and shall not exceed an
amount equal to the maximum amount


                                      -11-
<PAGE>
deductible on account thereof by the employer for that year for purposes of
federal taxes on income.

4.5   PAYMENT OF EMPLOYER CONTRIBUTIONS

            Each employer's profit sharing contribution under subsection 4.3 of
the plan for any plan year shall be due on the last day of that plan year and,
if not paid by the end of that year, shall be payable to the trustee as soon as
practicable thereafter, without interest, but no later than the time prescribed
by law for filing the employer's federal income tax return for such year,
including extensions thereof. Each employer's matching contribution under
subsection 4.1 of the plan for any period shall be due on the last day of that
period and, if not paid by the end of that period, shall be payable as soon as
practicable thereafter, without interest, but no later than thirty days after
the end of the period.

4.6   VERIFICATION OF EMPLOYER CONTRIBUTIONS

            If for any reason the bank decides to verify the correctness of any
amount or calculation relating to an employer's contribution for any plan year,
the certificate of an independent accountant selected by the bank as to the
correctness of any such amount or calculation shall be conclusive on all
persons.

4.7   NO INTEREST IN EMPLOYERS

            The employers shall have no right, title or interest in the trust
fund, nor shall any part of the trust fund revert or be repaid to an employer,
directly or indirectly, unless:

            (a)   the Internal Revenue Service initially determines that the
                  plan, as applied to such employer, does not meet the
                  requirements of Section 401(a) of the Internal Revenue Code,
                  in which event the contributions made to the plan by such
                  employer shall be returned to it within one year after such
                  adverse determination;

            (b)   a contribution is made by such employer by mistake of fact and
                  such contribution is returned to the employer within one year
                  after payment to the trustee; or

            (c)   a contribution conditioned on the deductibility thereof is
                  disallowed as an expense for federal income tax purposes and
                  such contribution (to the extent disallowed) is returned to
                  the


                                      -12-
<PAGE>
                  employer within one year after the disallowance of the
                  deduction.

Contributions may be returned to an employer pursuant to subparagraph (a) above
only if they are conditioned upon initial qualification of the plan, and an
application for determination was made by the time prescribed by law for filing
the employer's Federal income tax return for the taxable year in which the plan
was adopted (or such later date as the Secretary of the Treasury may prescribe).
The amount of any contribution that may be returned to an employer pursuant to
subparagraph (b) or (c) above must be reduced by any portion thereof previously
distributed from the trust fund and by any losses of the trust fund allocable
thereto, and in no event may the return of such contribution cause any
participant's account balances to be less than the amount of such balances had
the contribution not been made under the plan.


                                      -13-
<PAGE>
                                    SECTION 5

                     THE TRUST FUND AND THE INVESTMENT FUNDS

5.1   THE TRUST FUND

            The "trust fund" will consist of all money, stocks, bonds,
securities and other property held or acquired by the trustee in accordance with
the plan and the trust agreement.

5.2   THE INVESTMENT FUNDS

            The trust fund shall consist of such investment funds as the
investment committee shall determine from time to time. Pending investment,
reinvestment or distribution as provided in the plan, the trustee may
temporarily retain the assets of any one or more of the investment funds in
cash, commercial paper, short-term obligations, or undivided interests or
participation's in common or collective short-term investment funds. Any
investment fund may be partially or entirely invested in any common or
commingled fund or in any group annuity, deposit administration or separate
account contract issued by a legal reserve life insurance company which is
invested generally in property of the kind specified for the investment fund.
The investment committee, in its discretion, may direct the trustee to establish
such investment funds or to terminate any of the investment funds as it shall
from time to time consider appropriate and in the best interests of the
participants. The funds established hereunder may be referred to collectively as
the "investment funds" and individually as an "investment fund."

5.3   INVESTMENT FUND ELECTIONS

            A participant from time to time may elect one or more of the
investment funds for the investment of all or a portion of his contributions and
the employer contributions on his behalf. Each such election shall be made at
such time, in such manner, and with respect to such investment funds as the
committee shall determine, and shall be effective only in accordance with such
rules as the committee shall establish. If a participant fails to make an
election under this subsection 5.3, his contributions and his share of the
employer contributions will be invested in such investment fund as shall be
designated by the committee.

5.4   INVESTMENT FUND TRANSFERS

            A participant may elect that all or a part of his interest in an
investment fund shall be liquidated and the proceeds thereof transferred to one
or more of the other


                                      -14-
<PAGE>
investment funds. Each such election shall be made at such time, in such manner,
and with respect to such investment funds as the committee shall determine, and
shall be effective only in accordance with such rules as shall be established
from time to time by the committee.


                                      -15-
<PAGE>
                                    SECTION 6

                             PERIOD OF PARTICIPATION

6.1   NORMAL RETIREMENT

            A participant's "normal retirement date" will be the last day of the
month in which he attains age sixty-five years (his "normal retirement age"). A
participant's right to his account balances shall be nonforfeitable on and after
his normal retirement age. A participant may be retired on or after his normal
retirement date if:

            (a)   He was employed by an employer in a bona fide executive or
                  high policy-making position for the 2-year period immediately
                  preceding his retirement date; and

            (b)   He is then entitled to an immediate nonforfeitable retirement
                  benefit from all pension and profit sharing plans of the
                  employers (adjusted in accordance with rules and regulations
                  issued by the Secretary of Labor) which is equivalent to an
                  annual life annuity of at least $44,000.

6.2   SETTLEMENT DATE

            A participant's "settlement date" will be the accounting date
coincident with or next following the date on which his employment with all of
the employers is terminated for any reason. If a participant is transferred from
employment with an employer to employment with a controlled group member then,
for the purpose of determining when his settlement date occurs under this
subsection 6.2, his employment with such controlled group member (or any
controlled group member to which he is subsequently transferred) shall be
considered as employment with the employers.

6.3   RESTRICTED PARTICIPATION

            If (i) payment of all of a participant's account balances is not
made at his settlement date; or (ii) a participant transfers to a controlled
group member or no longer meets the requirements of subparagraphs 2.1(a) through
(d); the participant or his beneficiary will be treated as a participant for all
purposes of the plan, except as follows:

            (a)   The participant will not share in employer contributions after
                  his settlement date, or during any period he is either
                  employed by a controlled group member or fails to meet the


                                      -16-
<PAGE>
                  requirements of subparagraphs 2.1(a) through (d); except as
                  provided in subsection 7.5.

            (b)   The participant may not make contributions under Section 3
                  after his settlement date or during any period he is either
                  employed by a controlled group member or fails to meet the
                  requirements of subparagraphs 2.1 (a) through (d).

            (c)   The beneficiary of a deceased participant cannot designate a
                  beneficiary under subsection 9.4.

            (d)   Neither the participant nor his beneficiary shall be permitted
                  to approve or disapprove any amendment of the plan or the
                  trust agreement.

If a participant whose participation in the plan is restricted for the reason
specified in (ii) above subsequently is employed by an employer or meets the
requirements of subparagraphs 2.1 (a) through (d), he will again become an
active participant in the plan on the date he is reemployed or satisfies such
requirements.


                                      -17-
<PAGE>
                                    SECTION 7

                                   ACCOUNTING

7.1   SEPARATE ACCOUNTS

            The committee will maintain the following accounts in the name of
each participant:

            (a)   a "401(k) contribution account," which will reflect his 401(k)
                  contributions and catch-up contributions, if any, under the
                  plan, and the income, losses, appreciation and depreciation
                  attributable thereto;

            (b)   an "after-tax contribution account" which shall consist of two
                  sub-accounts -- one to reflect his after-tax contributions, if
                  any, made prior to January 1, 1987 and the income, losses,
                  appreciation and depreciation attributable thereto, and the
                  other to reflect his after-tax contributions, if any, made
                  after December 31, 1986 and before January 1, 2002 and the
                  income, losses, appreciation and depreciation attributable
                  thereto; and

            (c)   an "employer contribution account" which will reflect his
                  share of employer contributions under the plan, and the
                  income, losses, appreciation and depreciation attributable
                  thereto.

The committee also may maintain such other accounts in the names of participants
or otherwise as it considers advisable. Unless the context indicates otherwise,
references in the plan to a participant's "account" or "accounts" means all
accounts maintained in his name under the plan.

7.2   ACCOUNTING DATES

            A "regular accounting date" is the last day of each plan year. A
"special accounting date" is the last day of each calendar month, any other date
designated as such by the committee and a special accounting date occurring
under subsection 13.3. The term "accounting date" includes a regular accounting
date, special accounting date and daily valuation date if so designated by the
committee. A daily valuation date is any business day where both the U.S.
securities exchanges are open for trading and the bank is open for business.


                                      -18-
<PAGE>
7.3   WHEN EMPLOYER CONTRIBUTIONS CONSIDERED MADE

            For purposes of this Section 7, each employer's matching
contributions for any accounting period under the plan will be considered to
have been made on the last day of that period, and each employer's profit
sharing contributions for any plan year will be considered to have been made on
the last day of that year, regardless of when paid to the trustee.

7.4   ADJUSTMENT OF PARTICIPANTS' ACCOUNTS

            As of each accounting date the committee shall:

            (a)   First, credit participants' accounts with their pro rata share
                  of any increase or charge such accounts with their pro rata
                  share of any decrease in the value of the adjusted net worth
                  (as defined below) of each investment fund in which such
                  accounts have an interest as of that date;

            (b)   Next, credit participant's contributions, if any, that are to
                  be credited as of that date in accordance with subsection 7.6;
                  and

            (c)   Next, allocate and credit employer contributions, if any, that
                  are to be credited as of that date in accordance with
                  subsection 7.5; and

            (d)   Next, charge to the participant's account any loan made
                  pursuant to subsection 8.4, and credit any principal and
                  interest paid by the participant on the loan since the
                  preceding accounting date; and

            (e)   Next, charge to the proper accounts all payments or
                  distributions made since the last preceding accounting date
                  that have not been charged previously; and

            (f)   Finally, credit to the proper accounts and charge the proper
                  accounts of the participant each investment fund transfer made
                  since the last accounting date.

The "adjusted net worth" of an investment fund as at any date means the then net
worth of such investment fund as determined by the trustee.


                                      -19-
<PAGE>
7.5   ALLOCATION OF EMPLOYER CONTRIBUTIONS

            Subject to subsections 7.10 and 7.12, each employer's contributions
to the plan will be allocated and credited to the accounts of participants as
follows:

            (a)   As of each accounting date, the employer's matching
                  contribution for the period ending on that date shall be
                  allocated and credited to the employer contribution accounts
                  of those participants who made 401(k) contributions in
                  accordance with the provisions of subsection 4.1 of the plan.

            (b)   As of each regular accounting date, the employer's profit
                  sharing contribution, if any, for the plan year ending on that
                  date shall be allocated and credited to the employer
                  contribution accounts of those participants who were employed
                  by that employer during that year (excluding participants who
                  terminated employment during the year before age 55 years for
                  a reason other than death), pro rata, according to the profit
                  sharing earnings (as defined in subsection 3.7) paid to them,
                  respectively, by such employer during that plan year.


7.6   CREDITING OF PARTICIPANT CONTRIBUTIONS

            Subject to subsections 3.9 and 7.12, each participant's 401(k)
contributions and catch-up contributions, if any, will be credited to his 401(k)
contribution account, and each participant's after-tax contributions will be
credited to his after-tax contribution account, as of the accounting date which
ends the accounting period of the plan for which such contributions were made.

7.7   CHARGING DISTRIBUTIONS

            All payments or distributions made to a participant or his
beneficiary will be charged to the appropriate accounts of such participant.

7.8   ROLLOVERS

            At the direction of the committee, and in accordance with such rules
as the committee may establish from time to time, rollovers described in Section
402(c) of the Internal Revenue Code, rollover contributions described in Section
408(d)(3) of the Internal Revenue Code and benefits of an employee under another
plan which meets the requirements of Section 401(a) of the Internal Revenue Code
may be received by the trustee, and will be credited to an account established
in the name of the employee. Any


                                      -20-
<PAGE>
amount received by the trustee for an employee in accordance with the preceding
sentence shall be adjusted from time to time in accordance with subparagraph
7.4(b) and shall be fully vested in the employee for whom it is held under the
plan.

7.9   STATEMENT OF ACCOUNT

            As soon as practicable after the last day of each plan year, each
participant will be furnished with a statement reflecting the condition of his
accounts in the trust fund as of that date. No participant, except one
authorized by the committee, shall have the right to inspect the records
reflecting the accounts of any other participant.

7.10  CONTRIBUTION LIMITATIONS

            For each plan year, the annual addition (as defined below) to a
participant's accounts under the plan shall not exceed the lesser of $40,000 (or
such greater amount allowed under Section 415(c)(1) of the Code) or 100% of the
participant's Section 415 compensation (as defined below) during that plan year.
The term "annual addition" for any plan year means the sum of the employer
contributions, participant contributions (excluding catch-up contributions) and
forfeitures credited to a participant's accounts for that year. Any participant
contributions which cannot be allocated to a participant because of the
foregoing limitations (and any gains attributable thereto) shall be returned to
him. Any employer contributions which cannot be allocated to a participant
because of the foregoing limitations shall be applied to reduce employer
contributions in succeeding plan years, in order of time. A participant's
"Section 415 compensation" means his total cash compensation for services
rendered to the employers as an employee, determined in accordance with Section
415(c)(3) of the Internal Revenue Code and the regulations thereunder, but
including any elective deferral (as defined in Section 402(g)(3) of the Internal
Revenue Code) and any amount contributed or deferred by an employer at the
participant's election which is excludable from income under Section 125,
Section 132(f)(4) or 457 of the Internal Revenue Code.

7.11  COMBINED BENEFIT LIMITATIONS

            If a participant in this plan also is a participant in a defined
benefit plan maintained by an employer, the aggregate benefits payable to, or on
account of, him under both plans will be determined in a manner consistent with
Section 415 of the Internal Revenue Code and Section 1106 of the Tax Reform Act
of 1986. Accordingly, there will be determined with respect to the participant a
defined contribution plan fraction and a defined benefit plan fraction in
accordance with said Sections 415 and 1106. The benefits provided for the
participant under the defined benefit plan will be adjusted to the extent
necessary so that the sum of such fractions determined with respect to the
participant does


                                      -21-
<PAGE>
not exceed 1.0. The provisions of this subsection 7.11 shall not be effective
for any plan year beginning after December 31, 1999.

7.12  LIMITATION ON ALLOCATION OF CONTRIBUTIONS

            Notwithstanding the foregoing provisions of this Section 7, in no
event shall the contribution percentage (as defined below) of the highly
compensated employees (as defined in subsection 3.10) who are plan participants
for any plan year exceed the greater of:

            (a)   the contribution percentage of all other participants for the
                  immediately preceding plan year multiplied by 1.25; or

            (b)   the contribution percentage of all other participants for the
                  immediately preceding plan year multiplied by 2.0; provided
                  that the contribution percentage of the highly compensated
                  employees does not exceed that of all other participants by
                  more than 2 percentage points.

The "contribution percentage" of a group of participants for a plan year means
the average of the ratios (determined separately for each participant in such
group) of: (i) the sum of employer matching contributions and participant
after-tax contributions allocated to such participant for such plan year; to
(ii) the participant's compensation (as defined in subsection 3.10) for such
plan year. For purposes of this subsection 7.12, a participant means any
employee who is directly or indirectly eligible to receive employer matching
contributions or to make participant after-tax contributions under the plan. The
employer matching contributions allocated to and participant after-tax
contributions made by the highly compensated employees will be reduced (in the
order of their contribution amounts beginning with the largest amount) to the
extent necessary to meet the requirements of this subsection 7.12. If, because
of the foregoing limitations, a portion of the matching contributions allocated
to or the after-tax contributions made by a highly compensated employee may not
be credited to his account for a plan year, such portion (and the earnings
thereon) shall be distributed to such employee within two and one-half months
after the end of that plan year. Notwithstanding any provision to the contrary,
an employer need not satisfy the contribution percentage test if it meets the
requirements of (1) or (2) below. The requirements of (1) are satisfied if the
employer meets the notice and matching contribution requirements under
subsection 3.9 and the matching contribution also is not made on employee
deferrals which exceed 6% of compensation, the rate of the matching contribution
does not increase as the rate of the employee's deferrals increases and the
matching contribution for highly compensated employees at any rate of deferral
does not exceed the rate of the matching contribution for non-highly compensated
employees. The requirements of (2) are satisfied if the employer makes a
matching contribution of 100% of each non-highly compensated employee's
deferrals (which cannot exceed $6,000) which do not


                                      -22-
<PAGE>
exceed 3% of compensation or a nonelective contribution of 2% for each
non-highly compensated employee's compensation, no other employer contributions
are made under any other "qualified" plan for any participant for that plan
year, and all contributions are fully-vested and nonforfeitable at all times.

7.13  ALLOCATION OF EARNINGS TO DISTRIBUTIONS OF EXCESS CONTRIBUTIONS

            The earnings allocable to distributions of 401(k) contributions
exceeding the limits of subsection 3.8, 401(k) contributions exceeding the
limits of subsection 3.9 and after-tax contributions exceeding the limits of
subsection 7.12 shall be determined by multiplying the earnings attributable to
the participant's 401(k) and/or after-tax contributions for the year by a
fraction, the numerator of which is the applicable excess amount, and the
denominator of which is the balance in the appropriate account of the
participant on the last day of such year reduced by gains (or increased by
losses) attributable to such account for the year.


                                      -23-
<PAGE>
                                    SECTION 8

                     WITHDRAWALS AND LOANS DURING EMPLOYMENT

8.1   WITHDRAWAL OF PARTICIPANT CONTRIBUTIONS

            A participant may elect to withdraw all or any portion of the
after-tax contributions then credited to his account. A participant who has
attained age 59-1/2 may elect to withdraw all or any portion of the balance then
credited to his 401(k) contribution account. Each election by a participant
under this subsection 8.1 shall be made at such time, in such manner, and in
accordance with such rules as the committee shall establish. A former employee
who terminated employment before attaining age 55 years may not make a
withdrawal under this subsection.

8.2   GENERAL ACCOUNT WITHDRAWALS

            A participant may elect to withdraw any portion of his employer
contribution account in excess of employer contributions paid to the trustee on
his behalf within two years of the date payment is made to the trustee and any
portion of his rollover account at any time; provided, however, the two years'
restriction shall not apply if the participant incurs a hardship as defined in
subsection 8.6. Each request for withdrawal by a participant under this
subsection 8.2 shall be made at such time, in such manner, and in accordance
with such rules as the committee shall establish. Each such withdrawal shall be
paid to the participant as soon as practicable after the date as of which it is
effective after all plan accounting required on or before such withdrawal is
completed. A former employee who terminated employment before attaining age 55
years may not make a withdrawal under this subsection. Except as provided in
subsection 8.6, a participant may not withdraw any portion of the balance of his
401(k) contribution account or any portion of safe-harbor matching contribution
made under subsection 3.9 of the plan (or earnings thereon) until the
participant has attained age 59-1/2.

8.3   CHARGING OF WITHDRAWALS

            All withdrawals by a participant under subsection 8.1 or 8.2 shall
be charged to the interest of the participant's account in the investment funds
on a proportionate basis. Any withdrawal by a participant under subsection 8.2
shall be deemed to apply first to his after-tax contributions, and then to
employer contributions and trust fund earnings allocated to his account. In
determining the amount any participant may withdraw hereunder, any unpaid loan
or loans theretofore made to the participant as permitted under subsection 8.4
shall be taken into account.


                                      -24-
<PAGE>
8.4   LOANS TO PARTICIPANTS

            While it is the primary purpose of the plan to accumulate funds for
the participants when they retire, it is recognized that under some
circumstances it is in the best interests of participants to permit loans to be
made to them while they continue in the active service of the employers.
Accordingly, the committee, pursuant to such rules as it may from time to time
establish, and upon written application by a participant supported by such
evidence as the committee requests, may direct the trustee to make a loan from
the trust fund to a participant subject to the following:

            (a)   The principal amount of any loan made to a participant, when
                  added to the outstanding balance of all other loans made to
                  the participant from all qualified plans maintained by the
                  employers, shall not exceed the lesser of:

                  (i)   $50,000, reduced by the excess (if any) of the highest
                        outstanding balance during the one year period ending
                        immediately preceding the date of the loan, over the
                        outstanding balance on the date of the loan, of all such
                        loans from all such plans; or

                  (ii)  one-half of the participant's vested account balances
                        under the plan.

            (b)   Each loan must be evidenced by a written note in a form
                  approved by the committee, shall bear interest at a reasonable
                  rate, and shall require substantially level amortization (with
                  payments at least quarterly) over the term of the loan.

            (c)   Each loan shall specify a repayment period that shall not
                  extend beyond five years.

            (d)   The committee, in its discretion, may charge the participant a
                  reasonable fee for administering a loan made to him under the
                  plan.

            (e)   A participant may not borrow any portion of the balance in his
                  Supplement D account.

            (f)   Participant loans will be made only to active employees
                  (including those on an authorized leave of absence or on
                  long-term disability) and the committee shall adopt such other
                  rules regarding the minimum amount of any loan (which


                                      -25-
<PAGE>
                  cannot exceed $1,000), the number of any loans which may be
                  outstanding, and any other terms and conditions of participant
                  loans, which shall apply to similarly-situated participants in
                  a uniform and non-discriminatory manner.

8.5   DEFAULT ON PLAN LOANS

            Participants will be considered in default of a plan loan pursuant
to the following:

            (a)   A participant who has terminated employment with the employers
                  (including a deceased participant) will be in default of a
                  plan loan if, on the earlier of the date he (or his
                  beneficiary) receives a distribution of benefits under the
                  plan or the last day of the calendar month following ninety
                  (90) days from his date of termination ("default date"), any
                  loan or portion of a loan made to him under the plan, remains
                  unpaid. The principal balance plus accrued interest will be
                  considered as a payment to the participant as of his default
                  date for income tax purposes.

            (b)   A participant who is actively employed by an employer but who
                  is not on a leave of absence or long-term disability will be
                  considered in default on a plan loan at the end of the
                  calendar quarter following the end of a calendar quarter
                  during which the participant has not made the required
                  payments on the loan. A participant who is actively employed
                  by an employer but who is on a leave of absence or long-term
                  disability will be considered in default of a plan loan on the
                  first January 1, April 1, July 1 or October 1 following any
                  twelve month period during which the participant has not made
                  the required payments on the loan. When such a default occurs,
                  the principal balance will be considered a distribution to the
                  participant as of that date for income tax purposes.

            (c)   Loan payments shall be suspended under the plan as permitted
                  under Section 414(u) of the Code.

If a participant is (i) actively employed with an employer, (ii) on an
authorized leave of absence, or (iii) covered under long-term disability by an
employer and defaults on a loan made to him under the plan, he may not request
another loan from the plan, unless the participant repays the loan to the plan
within the required 5-year period.


                                      -26-
<PAGE>
8.6   HARDSHIP WITHDRAWALS

            A participant may elect to make in-service withdrawals from a
portion of his 401(k) contribution account, subject to the restrictions
hereunder provided that the withdrawal is a "hardship withdrawal." Each such
election shall be filed with the committee at such time and in such manner as
the committee shall determine effective in accordance with such rules as the
committee shall establish from time to time. No withdrawal shall be made
hereunder until all permitted withdrawals have been made under subsections 8.2
and 8.3, and all loans have been made under subsection 8.4. A participant may
withdraw from his 401(k) contribution account an amount equal to the 401(k)
contributions (but no earnings thereon) made after January 1, 2002. A withdrawal
pursuant to this subsection shall be made from the investment funds in which the
applicable accounts are invested in accordance with rules established by the
committee. Any hardship withdrawal must be for at least $1,000. A hardship
withdrawal is one that is necessary because of a hardship causing immediate and
heavy financial need on the participant and that is necessary to satisfy such
financial need, including any amounts necessary to pay any federal, state or
local income taxes or penalties reasonably anticipated to result from the
withdrawal. A participant will be deemed not to have other resources available
to meet an immediate and heavy financial need if: (1) he has taken all loans
available to him pursuant to subsection 8.4; (2) the amount of withdrawal does
not exceed the amount necessary to satisfy the immediate financial need; and (3)
his ability to make 401(k) contributions is suspended for six months. The
committee shall determine whether a participant has incurred an immediate and
heavy financial need on the basis of all relevant facts and circumstances and a
withdrawal will be deemed to be on account of a substantial financial hardship
if it is on account of:

            (a)   Expenses for medical care (as described in Section 213(d) of
                  the Internal Revenue Code) incurred by the participant, the
                  participant's spouse or the participant's dependents (as
                  defined in Section 152 of the Code), or necessary for these
                  persons to obtain such medical care, which are not reimbursed
                  by insurance;

            (b)   purchase (excluding mortgage payments) of a principal
                  residence of the participant;

            (c)   payment of tuition for the next twelve months of
                  post-secondary education for the participant or the
                  participant's spouse, children, or dependents; or

            (d)   the need to prevent the eviction of the participant from his
                  principal residence or foreclosure on the mortgage of the
                  participant's principal residence.


                                      -27-
<PAGE>
In order for the committee to verify whether a participant has an actual
substantial financial hardship for which a withdrawal will be authorized the
committee may request that the participant provide all information that the
committee may request with regard to the nature of the hardship, the amount
required to satisfy the financial hardship, his financial status and the
availability of other resources (such as insurance reimbursement, reasonable
liquidation of assets, cessation of 401(k) contributions, available qualified
plan distributions or loans or commercial loans on reasonable terms) to meet
such hardship. A participant may not elect to make a hardship withdrawal of any
portion of his safe-harbor matching contributions made on his behalf under
subsection 3.9.


                                      -28-
<PAGE>

                                    SECTION 9

                           PAYMENT OF ACCOUNT BALANCES

9.1   NONFORFEITABILITY

            A participant's right to his account balances shall be fully vested
and nonforfeitable at all times.

9.2   MANNER OF DISTRIBUTION

            Subject to the conditions set forth below, after each participant's
settlement date, distribution of the net credit balances in the participant's
accounts as at his settlement date (after all adjustments required under the
plan as of that date have been made) will be made to or for the benefit of the
participant, or in the case of his death to or for the benefit of his
beneficiary, by either or both of the following methods:

            (a)   By payment in a lump sum.

            (b)   Beginning on his required commencement date (as
                  defined in subsection 9.3), by payment in a series of
                  annual or more frequent installments over a period
                  not exceeding the "applicable distribution period" as
                  described in Treas. Reg. Section
                  1.401(a)(9)-5(Q&A-4), provided that if the designated
                  beneficiary is the participant's spouse and such
                  spouse is more than 10 years younger than the
                  participant, the "applicable distribution period" for
                  any year will be the joint life expectancy of the
                  participant and such spouse, with such joint life
                  expectancy determined using the expected return
                  multiples under Section 72 of the Code.  For each
                  participant who commenced distributions under this
                  subparagraph prior to January 1, 2002, each
                  distribution he receives on or after January 1, 2002
                  shall be calculated according to the rules described
                  in the preceding sentence.


If a participant dies after his "required commencement date" (as defined in
subsection 9.3), the remaining portion of his benefits must be distributed over
a period not exceeding the life expectancy of the designated beneficiary. If a
participant dies before his required commencement date, the remaining portion of
benefits must be distributed over a period not exceeding the life expectancy of
the designated beneficiary, as provided in Treas. Reg. Section
401(a)(9)-5(Q&A-5). If a participant's settlement date occurs because of
resignation or dismissal prior to attaining age 55 years, the balance in his
account as at his


                                      -29-
<PAGE>
settlement date (after all adjustments required under the plan as of that date
have been made) shall be distributed to the participant as soon as practicable
thereafter (subject to the provisions of subsection 9.3) by payment in a lump
sum. In all other cases, a participant may select, in accordance with such rules
as the committee may establish, the method of distributing his benefits to him;
a participant, if he so desires, may direct how his benefits are to be paid to
his beneficiary; and the committee shall select the method of distributing the
participant's benefits to his beneficiary if the participant has not filed a
direction with the committee. A participant's benefits shall be paid in cash;
provided, however, that a participant may elect, pursuant to such rules as the
committee may establish, to receive after his settlement date a distribution of
his interest in the Bank of Montreal Stock Fund in the form of whole shares of
Bank of Montreal common stock, with the value of any fractional share being paid
in cash. For purposes of making distributions under this subsection 9.2, the
value of shares of Bank of Montreal common stock shall be determined as of the
accounting date as of which the distribution is being made. All distributions
under the plan shall comply with the requirements of Section 401(a)(9) of the
Internal Revenue Code and the regulations thereunder.

9.3   COMMENCEMENT OF DISTRIBUTIONS

            Except as provided below in this subsection, payment of a
participant's benefits will be made (or installment payments will commence)
within a reasonable time after his settlement date, but not later than 60 days
after (a) the end of the plan year in which his settlement date occurs, or (b)
such later date on which the amount of the payment can be ascertained by the
committee. If a participant's account balances at the time of distribution
exceeds $5,000, distributions may not be made to the participant before age 65
without his consent. Distribution of a participant's benefits shall be made (or
installment payments shall commence) by April 1 of the calendar year next
following the later of the calendar year in which the participant attains age 70
1/2 or the calendar year in which his settlement date occurs (his "required
commencement date"); provided, however, that the required commencement date of a
participant who is a five percent owner (as defined in Section 416 of the
Internal Revenue Code) with respect to the plan year ending in the calendar year
in which he attains age 70 1/2 shall be April 1 of the next following calendar
year. Notwithstanding the foregoing, a participant in the plan who attained age
70 1/2 on or before December 31, 1996 and who has not reached his required
commencement date (as defined above) may elect to stop receiving benefit
payments until his retirement date.

9.4   DESIGNATION OF BENEFICIARY

            Each participant from time to time, by signing a form furnished by
the committee, may designate any person or persons (who may be designated
concurrently, contingently or successively) to whom his benefits are to be paid
if he dies before he


                                      -30-
<PAGE>
receives all of his benefits. A beneficiary designation form will be effective
only when the form is filed with the committee while the participant is alive
and will cancel all beneficiary designation forms previously filed with the
committee. If a participant designates someone other than (or in addition to)
his spouse as his primary beneficiary, his spouse must consent in writing to the
designation. Such a consent will be effective only if it acknowledges the
specific beneficiary and the effect of the beneficiary designation, is witnessed
by a plan representative or a notary public, and may not be changed without
further spousal consent (unless the consent expressly permits subsequent
beneficiary designations without spousal consent). If a participant designates
someone other than (or in addition to) his spouse as his primary beneficiary,
and his spouse does not (or cannot) consent and is living at his death, the
participant's beneficiary designation shall be ineffective, and his benefits
shall be distributed to his spouse. If a deceased participant failed to
designate a beneficiary as provided above, or if all of the designated
beneficiaries die before the participant, the participant's benefits shall be
distributed to his spouse or, if there is none, the committee shall direct the
trustee to make payment of the participant's benefits to the legal
representative of his estate, provided that if no such representative is
appointed, to the person responsible for the disposition of the participant's
property.

            (a)   To or for the benefit of any one or more of the participant's
                  relatives by blood, adoption or marriage who are living at his
                  death, and in such proportions as the committee determines; or

            (b)   To the legal representative or representatives of the
                  estate of the participant.

If a beneficiary who is living at the participant's death dies before complete
payment of the participant's benefits, the participant's benefits shall be
distributed to the legal representative or representatives of the estate of such
beneficiary. The term "designated beneficiary" as used in the plan means the
person or persons (including a trustee or other legal representative acting in a
fiduciary capacity) designated by a participant as his beneficiary in the last
effective beneficiary designation form filed with the committee under this
subsection and to whom a deceased participant's benefits are payable under the
plan. The term "beneficiary" as used in the plan means the natural or legal
person or persons to whom a deceased participant's benefits are payable under
this subsection. The term "spouse" as used in this subsection means the spouse
to whom the participant was married at the earlier of the date of his death or
the date payment of his benefits commenced, and who is living at the date of the
participant's death.

9.5   MISSING PARTICIPANTS OR BENEFICIARIES

            Each participant and each designated beneficiary must file with the
committee from time to time in writing his post office address and each change
of post office ad-


                                      -31-
<PAGE>
dress. Any communication, statement or notice addressed to a participant or
beneficiary at his last post office address filed with the committee, or if no
address is filed with the committee then, in the case of a participant, at his
last post office address as shown on the employers' records, will be binding on
the participant and his beneficiary for all purposes of the plan. Neither the
employers nor the committee will be required to search for or locate a
participant or beneficiary. If the committee notifies a participant or
beneficiary that he is entitled to a payment and also notifies him of the
provisions of this subsection, and the participant or beneficiary fails to claim
his benefits or make his whereabouts known to the committee within three years
after the notification, the benefits of the participant or beneficiary will be
disposed of, to the extent permitted by applicable law, as follows:

            (a)   If the whereabouts of the participant then is unknown to the
                  committee but the whereabouts of the participant's spouse then
                  is known to the committee, payment will be made to the spouse;

            (b)   If the whereabouts of the participant and his spouse, if any,
                  then is unknown to the committee but the whereabouts of the
                  participant's designated beneficiary then is known to the
                  committee, payment will be made to the designated beneficiary;

            (c)   If the whereabouts of the participant, his spouse and the
                  participant's designated beneficiary then is unknown to the
                  committee but the whereabouts of one or more relatives by
                  blood, adoption or marriage of the participant is known to the
                  committee, the committee may direct the trustee to pay the
                  participant's benefits to one or more of such relatives and in
                  such proportions as the committee decides; or

            (d)   If the whereabouts of such relatives and the participant's
                  designated beneficiary then is unknown to the committee, the
                  benefits of such participant or beneficiary will be disposed
                  of in an equitable manner permitted by law under rules adopted
                  by the committee.

9.6   FACILITY OF PAYMENT

            When a person entitled to benefits under the plan is under legal
disability, or, in the committee's opinion, is in any way incapacitated so as to
be unable to manage his financial affairs, the committee may direct the trustee
to pay the benefits to any person who has been appointed guardian of the
disabled person's estate or any person who possesses a power of attorney over
the financial matters for the disabled person. Any pay-


                                      -32-
<PAGE>
ment made in accordance with the preceding sentence shall be a full and complete
discharge of any liability for such payment under the plan. If a deceased
participant dies without designating a beneficiary, or if each of his designated
beneficiaries predeceases the participant, the participant's benefits shall be
paid to his spouse or, if there is none, the trustee shall make payment of the
participant's benefits to the participant's estate, provided that if no such
estate is created and the probate assets of the participants are less than
$50,000, the trustee shall make payment to the person responsible for the
disposition of the participant's personal property.

9.7   DIRECT TRANSFER OF ELIGIBLE ROLLOVER DISTRIBUTIONS

            If payment of a participant's benefits constitutes an eligible
rollover distribution under Section 402(c)(4) of the Internal Revenue Code, then
the participant or other eligible distributee may elect to have such
distribution paid directly to an eligible retirement plan described in Section
402(c)(8)(B) of the Internal Revenue Code. Each election under this subsection
9.7 shall be made at such time and in such manner as the committee shall
determine, and shall be effective only in accordance with such rules as shall be
established from time to time by the committee.

9.8   DISTRIBUTION TO ALTERNATE PAYEES

            If a qualified domestic relations order so provides, the committee
shall direct the trustee to distribute benefits to an alternate payee as of an
accounting date specified in such qualified domestic relations order, without
regard to whether such distribution is made or commences prior to the
participant's earliest retirement age (as defined in Section 414(p)(4)(B) of the
Internal Revenue Code) or the earliest date that the participant could commence
receiving benefits under the plan.


                                      -33-
<PAGE>
                                   SECTION 10

                            ABSENCE AND REEMPLOYMENT

10.1  BREAKS IN SERVICE

            If an employee's employment with an employer or controlled group
member should terminate and such employee is subsequently reemployed by an
employer or controlled group member, the following shall apply:

            (a)   If the employee is reemployed before he has a one-year break
                  in service (as defined below), the credited service to which
                  he was entitled at the time of termination shall be reinstated
                  and, for purposes of subparagraph 2.2(a), the period of his
                  employment termination (but not to exceed 12 months) shall be
                  taken into account in determining his credited service.

            (b)   If the employee is reemployed after he has a one-year break in
                  service (as defined below), the credited service to which he
                  was entitled at the time of termination shall be reinstated if
                  he had met the requirements of subparagraph 2.1(e) prior to
                  his termination.

            (c)   An employee shall incur a "one year break in service" if he is
                  not in the employ of one or more employers or controlled group
                  members for a period of 12 consecutive months following his
                  termination of employment with the employers and controlled
                  group members.

10.2  RESUMPTION OF PARTICIPATION

            If a participant's employment with all of the employers should
terminate and such participant is subsequently reemployed by an employer, he
shall again become a participant as soon as practicable after his date of rehire
if he then meets the requirements of subparagraphs 2.1(a) through (d). If an
employee who is not participating in the plan should terminate employment and
then subsequently be reemployed by an employer, his eligibility for
participation shall be determined in accordance with subsection 2.1, and he
shall become a participant as soon as practicable after his date of rehire if he
then meets the requirements of subparagraphs 2.1(a) through (d).


                                      -34-
<PAGE>
10.3  LEAVE OF ABSENCE

            A leave of absence will not interrupt continuity of service or
participation in the plan. A "leave of absence" for plan purposes means an
absence from work which is not treated by the employers as a termination of
employment or which is required by law to be treated as a leave of absence.
Leaves of absence will be granted under employer rules applied uniformly to all
employees similarly situated. Notwithstanding any provision of the plan to the
contrary, contributions, benefits and service credit with respect to qualified
military service will be provided in accordance with Section 414(u) of the
Internal Revenue Code.

10.4  MATERNITY AND PATERNITY ABSENCE

            In the case of a maternity or paternity absence (as defined below),
the one year periods beginning on the first day of such absence and the first
anniversary thereof shall not constitute a one-year break in service. A
"maternity or paternity absence" means an employee's absence from work because
of the pregnancy of the employee or birth of a child of the employee, the
placement of a child with the employee in connection with the adoption of such
child by the employee, or for purposes of caring for the child immediately
following such birth or placement. The committee may require the employee to
furnish such information as the committee considers necessary to establish that
the employee's absence was for one of the reasons specified above.


                                      -35-
<PAGE>
                                   SECTION 11

                      THE BENEFITS ADMINISTRATION COMMITTEE

11.1  MEMBERSHIP

            The Harris Benefits Administration Committee consisting of five or
more persons shall be appointed by the bank as "plan administrator" to
administer the plan on behalf of the bank. The Secretary of the bank shall
certify to the trustee from time to time each member of the committee, the
person who is designated by the bank as the Chairperson of the committee and the
person who is selected as Secretary of the committee.

11.2  COMMITTEE'S GENERAL POWERS, RIGHTS AND DUTIES

            Except as otherwise specifically provided and in addition to the
powers, rights and duties specifically given to the committee elsewhere in the
plan and the trust agreement, the committee shall have the following
discretionary powers, rights and duties:

            (a)   To select a secretary, if it believes it advisable,
                  who may but need not be a committee member.

            (b)   To construe and interpret the provisions of the plan
                  and make factual determinations thereunder, including
                  the power to determine the rights or eligibility of
                  employees or participants and any other persons, and
                  the amounts of their benefits under the plan, and to
                  remedy ambiguities, inconsistencies or omissions, and
                  such determinations shall be binding on all parties.
                  Benefits under this plan will be paid only if the
                  committee decides in its discretion that the
                  applicant is entitled to them.

            (c)   To adopt such rules of procedure and regulations as in its
                  opinion may be necessary for the proper and efficient
                  administration of the plan and as are consistent with the plan
                  and trust agreement.

            (d)   To enforce the plan in accordance with the terms of the plan
                  and the trust agreement and the rules and regulations adopted
                  by the committee as above.

            (e)   To direct the trustee as respects payments or distributions
                  from the trust fund in accordance with the provisions of the
                  plan.


                                      -36-
<PAGE>
            (f)   To direct the trustee to receive funds or other property in
                  accordance with the provisions of the plan and trust
                  agreement.

            (g)   To furnish the employers with such information as may be
                  required by them for tax or other purposes in connection with
                  the plan.

            (h)   To maintain and adjust participants' accounts in accordance
                  with the provisions of the plan and trust agreement.

            (i)   To select and employ agents, attorneys, accountants
                  or other persons (who also may be employed by the
                  employers) and to allocate or delegate to them such
                  powers, rights and duties as the committee may
                  consider necessary or advisable to properly carry out
                  administration of the plan, provided that such
                  allocation or delegation and the acceptance thereof
                  by such agents, attorneys, accountants or other
                  persons, shall be in writing.

            (j)   To supervise and direct the preparation and distribution of
                  employee communications and reports regarding the plan.

11.3  MANNER OF ACTION

            The following provisions apply where the context admits:

            (a)   A committee member by writing may delegate any or all of his
                  rights, powers, duties and discretions to any other member,
                  with the consent of the latter.

            (b)   The committee members may act by meeting or by writing signed
                  without meeting, and may sign any document by signing one
                  document or concurrent documents.

            (c)   An action or a decision of a majority of the members of the
                  committee as to a matter shall be as effective as if taken or
                  made by all members of the committee.

            (d)   If, because of the number qualified to act, there is an even
                  division of opinion among the committee members as to a
                  matter, a disinterested party selected by the committee shall
                  decide the matter and his decision shall control.


                                      -37-
<PAGE>
            (e)   Except as otherwise provided by law, no member of the
                  committee shall be liable or responsible for an act or
                  omission of the other committee members in which the former
                  has not concurred.

            (f)   The certificate of the Chairperson or of the Secretary of the
                  committee or of a majority of the committee members that the
                  committee has taken or authorized any action shall be
                  conclusive in favor of any person relying on the certificate.

11.4  INTERESTED COMMITTEE MEMBER

            If a member of the committee is also a participant in the plan, he
may not decide or determine any matter or question concerning distributions of
any kind to be made to him or the nature or mode of settlement of his benefits
unless such decision or determination could be made by him under the plan if he
were not serving on the committee.

11.5  RESIGNATION OR REMOVAL OF COMMITTEE MEMBERS

            A member of the committee may be removed by the bank at any time by
ten days' prior written notice to him and the other members of the committee. A
member of the committee may resign at any time by giving ten days' prior written
notice to the bank and the other members of the committee. The bank may fill any
vacancy in the membership of the committee; provided, however, that if a vacancy
reduces the membership of the committee to less than five, such vacancy shall be
filled as soon as practicable. The bank shall give prompt written notice thereof
to the other members of the committee. Until any such vacancy is filled, the
remaining members may exercise all of the powers, rights and duties conferred on
the committee.

11.6  COMMITTEE EXPENSES

            All costs, charges and expenses reasonably incurred by the committee
will be paid from the trust fund unless paid by the employers in such
proportions as the bank may direct. No compensation will be paid to a committee
member as such.

11.7  INFORMATION REQUIRED BY COMMITTEE

            Each person entitled to benefits under the plan shall furnish the
committee with such documents, evidence, data or information as the committee
considers necessary or desirable for the purpose of administering the plan. The
employers shall furnish the


                                      -38-
<PAGE>
committee with such data and information as the committee may deem necessary or
desirable in order to administer the plan. The records of the employers as to an
employee's or participant's period of employment, termination of employment and
the reason therefor, leave of absence, reemployment and earnings will be
conclusive on all persons unless determined to the committee's satisfaction to
be incorrect. For purposes of subsections 2.1, 2.5 and 2.6 of the plan, the
committee shall rely on and shall not be required to review the determination by
any employer as to whether any person who performs services for that employer is
or is not an employee of that employer and any determination made by an employer
shall be final, binding, and conclusive on all persons.

11.8  UNIFORM RULES

            The committee shall administer the plan on a reasonable and
nondiscriminatory basis and shall apply uniform rules to all persons similarly
situated.

11.9  REVIEW OF BENEFIT DETERMINATIONS

            The committee will provide notice in writing to any participant or
beneficiary whose claim for benefits under the plan is denied and the committee
shall afford such participant or beneficiary a full and fair review of its
decision if so requested.

11.10 COMMITTEE'S DECISION FINAL

            Subject to applicable law, any interpretation of the provisions of
the plan and any decisions on any matter within the discretion of the committee
made by the committee in good faith shall be binding on all persons. A
misstatement or other mistake of fact shall be corrected when it becomes known
and the committee shall make such adjustment on account thereof as it considers
equitable and practicable.


                                      -39-
<PAGE>
                                   SECTION 12

                               GENERAL PROVISIONS

12.1  ADDITIONAL EMPLOYERS

            Any subsidiary or affiliate of the company may adopt the plan and
become a party to the trust agreement by:

            (a)   Filing with the trustee a written instrument executed
                  by an officer to that effect; and

            (b)   Filing with the trustee a written instrument executed by an
                  officer of the bank consenting to such action.

A subsidiary or affiliate of the company may, with the consent of the bank,
provide in the instrument by which it adopts the plan that only certain groups
or classifications of its employees shall be included, and be considered as
employees, under the plan.

12.2  ACTION BY EMPLOYERS

            Any action required or permitted to be taken by an employer under
the plan shall be by resolution of its Board of Directors, by resolution of a
duly authorized committee of its Board of Directors, or by a person or persons
authorized by resolution of its Board of Directors or such committee.

12.3  WAIVER OF NOTICE

            Any notice required under the plan may be waived by the person
entitled to such notice.

12.4  GENDER AND NUMBER

            Where the context admits, words in the masculine gender shall
include the feminine and neuter genders, the singular shall include the plural,
and the plural shall include the singular.

12.5  CONTROLLING LAW

            Except to the extent superseded by laws of the United States, the
laws of Illinois shall be controlling in all matters relating to the plan.


                                      -40-
<PAGE>
12.6  EMPLOYMENT RIGHTS

            The plan does not constitute a contract of employment, and
participation in the plan will not give any employee the right to be retained in
the employ of an employer, nor any right or claim to any benefit under the plan,
unless such right or claim has specifically accrued under the terms of the plan.

12.7  LITIGATION BY PARTICIPANTS

            If a legal action begun against the trustee, an employer or the
committee or any member thereof by or on behalf of any person results adversely
to that person, or if a legal action arises because of conflicting claims to a
participant's or other person's benefits, the cost to the trustee, the employers
or the committee or any member thereof of defending the action will be charged
to the extent permitted by law to the sums, if any, which were involved in the
action or were payable to the person concerned.

12.8  INTERESTS NOT TRANSFERABLE

            The interests of persons entitled to benefits under the plan are not
subject to their debts or other obligations and, except as may be required by
the tax withholding provisions of the Internal Revenue Code or any state's
income tax act or pursuant to a qualified domestic relations order as defined in
Section 414(p) of the Internal Revenue Code, may not be voluntarily or
involuntarily sold, transferred, alienated, assigned or encumbered.

12.9  ABSENCE OF GUARANTY

            Neither the committee nor the employers in any way guarantee the
trust fund from loss or depreciation. The liability of the trustee or the
committee to make any payment under the plan will be limited to the assets held
by the trustee which are available for that purpose.

12.10 EVIDENCE

            Evidence required of anyone under the plan may be by certificate,
affidavit, document or other information which the person acting on it considers
pertinent and reliable, and signed, made or presented by the proper party or
parties.


                                      -41-
<PAGE>
                                   SECTION 13

                            AMENDMENT AND TERMINATION

13.1  AMENDMENT

            While the employers expect and intend to continue the plan, the bank
reserves the right to amend the plan (in accordance with the procedures set
forth in subsection 12.2) from time to time, except as follows:

            (a)   The duties and liabilities of the committee cannot be
                  changed substantially without its consent;

            (b)   No amendment shall reduce the value of a participant's
                  benefits to less than the amount he would be entitled to
                  receive if he had resigned from the employ of all of the
                  employers on the date of the amendment;

            (c)   Except as provided in subsection 4.7, under no condition shall
                  an amendment result in the return or repayment to any employer
                  of any part of the trust fund or the income from it or result
                  in the distribution of the trust fund for the benefit of
                  anyone other than persons entitled to benefits under the plan;
                  and

            (d)   No amendment to change the method of allocating any
                  employer's contributions to participants' accounts,
                  require a change in the vesting or distribution
                  provisions or reduce amounts then credited to
                  participants' accounts shall be effective as applied
                  to the bank unless and until approved by
                  employee-participants employed by the bank and
                  representing not less than fifty-one percent of the
                  total amount contributed by the bank and allocated to
                  the accounts of employee-participants employed by the
                  bank on the last day of the preceding calendar year.


13.2  TERMINATION

            The plan will terminate as to all employers on any date specified by
the company (in accordance with the procedures set forth in subsection 10.2) if
thirty days' advance written notice of the termination is given to the
committee, the trustee and the other employers. The plan will terminate as to an
individual employer on the first to occur of the following:


                                      -42-
<PAGE>
            (a)   The date it is terminated by that employer (in accordance with
                  the procedures set forth in subsection 10.2) if 30 days'
                  advance written notice of the termination is given to the
                  committee, the trustee and the other employers.

            (b)   The date that employer is judicially declared
                  bankrupt or insolvent.

            (c)   The date that employer completely discontinues its
                  contributions under the plan.

            (d)   The dissolution, merger, consolidation or reorganization of
                  that employer, or the sale by that employer of all or
                  substantially all of its assets, except that:

                  (i)   in any such event arrangements may be
                        made with the consent of the company
                        whereby the plan will be continued by any
                        successor to that employer or any
                        purchaser of all or substantially all of
                        its assets, in which case the successor
                        or purchaser will be substituted for that
                        employer under the plan and the trust
                        agreement; and

                  (ii)  if an employer is merged, dissolved, or in any other way
                        reorganized into, or consolidated with, any other
                        employer, the plan as applied to the former employer
                        will automatically continue in effect without a
                        termination thereof.

13.3  VESTING AND DISTRIBUTION ON TERMINATION

            On termination or partial termination of the plan, the date of
termination will be a "special accounting date" and, after all adjustments then
required have been made, each affected participant's benefits will be
nonforfeitable and will be distributable to the participant or his beneficiary
in accordance with the provisions of Section 9.

13.4  NOTICE OF AMENDMENT OR TERMINATION

            Participants will be notified of an amendment or termination of the
plan within a reasonable time.


                                      -43-
<PAGE>
13.5  PLAN MERGER, CONSOLIDATION, ETC.

            In the case of any merger or consolidation with, or transfer of
assets or liabilities to, any other plan, each participant's benefits if the
plan terminated immediately after such merger, consolidation or transfer shall
be equal to or greater than the benefits he would have been entitled to receive
if the plan had terminated immediately before the merger, consolidation or
transfer.


                                      -44-
<PAGE>
                                  SUPPLEMENT A
                                       TO
                   EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                                       OF
                             BANK OF MONTREAL/HARRIS

                    VOLUNTARY LIFE INSURANCE FOR PARTICIPANTS

                  A-1. Elections. Subject to the conditions and limitations set
forth below in this Supplement A, a Participant may elect to have part of his
account balance invested in one or more permanent life insurance policies issued
on the life of the Participant, his spouse and/or his children and held by the
Trustee. A Participant may elect to discontinue premium payments on any such
policy, or to have any such policy surrendered for cash and the cash proceeds
thereof credited to his account. Unless waived by the Committee, each election
by a Participant under this paragraph A-1 must be in writing and filed with the
Committee at such time, in such manner, and in accordance with such rules as the
Committee shall establish. Each life insurance policy purchased on the life of
the Participant, his spouse and/or his children shall be issued by such
insurance company, and shall contain such provisions, as the Committee may
determine. Notwithstanding the foregoing, participants are no longer permitted
to purchase life insurance policies under the plan.

                  A-2. Premium Payments. The following rules shall apply with
respect to any premium payments on life insurance policies purchased under this
Supplement A:

                  (a)      The Trustee shall not make any premium payment if it
                           exceeds an amount equal to that portion of the
                           Participant's account balance which he would be
                           entitled to receive (after any charges required under
                           the Plan) if his termination occurred on the premium
                           payment date.

                  (b)      Except as provided in subparagraph (c) below, any
                           premium payment made by the Trustee on a life
                           insurance policy for or on behalf of a Participant
                           will be limited so that the total amount of such
                           premium payment and the aggregate of such premium
                           payments theretofore made by the Trustee for or on
                           behalf of the Participant will be less than an amount
                           equal to the sum of: (i) the total unwithdrawn
                           contributions made by the Participant under the Plan
                           (other than contributions made under Supplement C and
                           D); and (ii) 25% of the total of the Employer
                           contributions and Forfeitures theretofore credited to
                           the Participant's account under the Plan.


                                      A-1
<PAGE>
                  (c)      The limitations contained in subparagraph (b) above
                           shall not apply if the premium payment will not
                           reduce the Participant's account balance to less than
                           an amount equal to the Employer contributions
                           credited to the Participant's account in the 24-month
                           period ending on the premium payment date.

                  A-3. Accounting. Premium payments made by the Trustee in
accordance with an election under paragraph A-1 will be charged in accordance
with subparagraph 7.4(a) of the Plan to the respective accounts of the
Participants as of the first day of the valuation period during which the
premium payment is made; provided, however, that if at a Participant's
termination date premium payments have been made by the Trustee but not charged
to the Participant's account, the such premium payments shall be charged to the
Participant's account before any other adjustments required under the Plan as of
that date.

                  A-4. Manner of Distributing Life Insurance Benefits. Subject
to the provisions of subsection 9.3 of the Plan, after each Participant's
termination date any life insurance policy issued on the life of the
Participant, his spouse and/or his children and held by the Trustee shall be
assigned to the Participant. In the event of the death of the insured under such
a policy, the policy may be assigned to the beneficiary thereunder, or the
proceeds thereof may be paid to such beneficiary or, if the Trustee is the
beneficiary, credited to the Participant's account.


                                      A-2
<PAGE>
                                  SUPPLEMENT B
                                       TO
                   EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                                       OF
                             BANK OF MONTREAL/HARRIS

                        SPECIAL RULES FOR TOP-HEAVY PLANS

                  B-1. Purpose and Effect. The purpose of this Supplement B is
to comply with the requirements of Section 416 of the Internal Revenue Code of
1986, as amended, but these provisions shall not apply for any plan year that
the only contributions made hereunder are 401(k) contributions and safe-harbor
matching contributions which meets the requirements of subsections 3.9 and 7.5.

                  B-2. Top-Heavy Plan. In general, the Plan will be a top-heavy
plan for any plan year if, as of the last day of the preceding plan year (the
"determination date"), the aggregate account balances of Participants who are
key employees (as defined in Section 416(i)(1) of the Internal Revenue Code)
exceed 60 percent of the aggregate account balances of all Participants. In
making the foregoing determination, the following special rules shall apply:

                  (a)      A Participant's account balance shall be increased by
                           the aggregate distributions, if any, made with
                           respect to the Participant during the 1-year period
                           ending on the determination date (or 5-year period
                           ending on that date, if the distribution is for a
                           reason other than death, disability or termination of
                           employment).

                  (b)      The account balances of a Participant who was
                           previously a key employee, but who is no longer a key
                           employee, shall be disregarded.

                  (c)      The accounts of a beneficiary of a Participant shall
                           be considered accounts of the Participant.

                  (d)      The account balances of a Participant who did not
                           perform any services for an Employer during the
                           5-year period ending on the determination date shall
                           be disregarded.

                  B-3. Key Employee. In general, a "key employee" is an Employee
who, at any time during the plan year ending on the determination date, is:


                                       B-1
<PAGE>
                  (a)      an officer of the employer receiving annual
                           compensation greater than $130,000 (or such greater
                           amount pursuant to Section 416(i)(1)(A)(i) of the
                           Code).

                  (b)      a 5 percent owner of an Employer; or

                  (c)      a 1 percent owner of an Employer receiving annual
                           compensation from the Employers of more than
                           $150,000.

                  B-4. Minimum Employer Contribution. For any plan year in which
the Plan is a top-heavy plan, the Employer contribution credited to each
Participant who is not a key employee shall not be less than 3 percent of such
Participant's compensation for that year. In no event, however, shall the
Employer contribution credited in any year to a Participant who is not a key
employee (expressed as a percentage of such Participant's compensation) exceed
the maximum Employer contribution credited in that year to a key employee
(expressed as a percentage of such key employee's compensation up to $200,000).
Any safe-harbor matching contributions made under subsection 3.9 shall be
considered an employer contribution under this subsection B-4.

                  B-5. Maximum Earnings. For any plan year in which the Plan is
a top-heavy plan, a Participant's compensation in excess of $200,000 (or such
greater amount as may be determined by the Commissioner of Internal Revenue for
that plan year) shall be disregarded for purposes of subsection 6.4 of the Plan.

                  B-6. Aggregation of Plans. In accordance with Section
416(g)(2) of the Internal Revenue Code, other plans maintained by the Employers
may be required or permitted to be aggregated with this Plan for purposes of
determining whether the Plan is a top-heavy plan.

                  B-7. No Duplication of Benefits. If the Employers maintain
more than one plan, the minimum Employer contribution otherwise required under
paragraph B-4 above may be reduced in accordance with regulations of the
Secretary of the Treasury to prevent inappropriate duplication of minimum
contributions or benefits.

                  B-8. Adjustment of Combined Benefit Limitations. For any plan
year in which the Plan is a top-heavy plan, the determination of the defined
contribution plan fraction and defined benefit plan fraction under subsection
6.7 of the Plan shall be adjusted in accordance with the provisions of Section
416(h) of the Internal Revenue Code.

                  B-9. Use of Terms. All terms and provisions of the Plan shall
apply to this Supplement B, except that where the terms and provisions of the
Plan and this Supplement B conflict, the terms and provisions of this Supplement
B shall govern.


                                      B-2
<PAGE>
                                  SUPPLEMENT C
                                       TO
                   EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                                       OF
                             BANK OF MONTREAL/HARRIS

                    MONEY PURCHASE PENSION PLAN FOR EMPLOYEES

                  C-1. Purpose. The purpose of this Supplement C is to establish
a money purchase pension plan to allow certain Employees of the Employers who
are not Participants in the Plan to make voluntary contributions under this
Supplement C.

                  C-2. Effective Date. The effective date of this Supplement C
is January 1, 1981. This Supplement C shall cease to be effective after December
31, 1994.

                  C-3. Participation. Each Employee of an Employer who is a
Participant in this Supplement C (a "Supplement C Participant") on January 1,
1982 will continue as a Supplement C Participant, subject to the provisions of
paragraph C-11 below, after that date. Each other Employee of an Employer who is
not a Participant in the Plan shall become a Supplement C Participant on the
last day of the month, beginning January 31, 1982, coincident with or next
following the date he meets all of the following requirements:

                  (a)      He is either a citizen or resident of the United
                           States of America;

                  (b)      His salary from his Employer is computed on an
                           annual, monthly or semi-monthly basis; and

                  (c)      He has completed one year of credited service.

                  C-4. Amount of Contributions. Under the terms stated below,
and subject to any limitations contained in the Plan or this Supplement C, a
Supplement C Participant, if he so desires, may elect to make contributions
under this Supplement C for any calendar year, beginning with the later of the
calendar year ending December 31, 1981 or the calendar year in which he becomes
a Supplement C Participant, in an amount not more than ten percent of his
compensation (as defined in subsection 3.2 of the Plan) for that year. Each such
election by a Supplement C Participant under this paragraph C-4 must be in
writing and filed with his Employer at such time and in such way as the
Committee determines, and shall be deemed to be an irrevocable designation that
such contributions are not to be treated as "qualified voluntary employee
contributions" under Section 219 of the Internal Revenue Code of 1954.


                                      C-1
<PAGE>
                  C-5. Changes in Contributions. A Supplement C Participant may
elect to vary his contributions under this Supplement C within the limits
specified in paragraph C-4, or he may elect to discontinue such contributions
effective as of the beginning of any pay period. If a Supplement C Participant
discontinues his contributions, he may resume such contributions only as of a
date specified for that purpose by the Committee. Each such election shall be
made at such time, in such manner, and in accordance with such rules as the
Committee shall establish.

                  C-6. Payment of Contributions. A Supplement C Participant's
contributions may be made by regular payroll deductions or in any other way
approved by the Committee. Supplement C Participant contributions deducted by an
Employer shall be paid by such Employer to the Trustee.

                  C-7. Withdrawal of Contributions. A Supplement C Participant
may elect to withdraw all or any portion of the contributions made under this
Supplement C and then credited to his Supplement C account, provided that no
withdrawal under this Paragraph C-7 shall be for less than $200, unless approved
by the Committee. Each election by a Participant under this paragraph C-7 shall
be permitted only at such time, in such manner, and in accordance with such
rules as the Committee shall establish.

                  C-8. Investment of Contributions. Contributions under this
Supplement C normally will be invested in the Guaranteed Fund. However, a
Supplement C Participant may elect to have all or a portion of his contributions
under this Supplement C invested in one or more of the other Investment Funds
(other than the Employer Stock Fund). Subject to the foregoing limitations of
this paragraph, a Supplement C Participant may also elect that all or a part of
his interest in an Investment Fund shall be liquidated and the proceeds thereof
transferred to one or more of the other Investment Funds. Each election by a
Participant under this paragraph C-8 shall be permitted only at such time, in
such manner, and in accordance with such rules as the Committee shall establish.

                  C-9. Accounting. If a Supplement C Participant elects to make
contributions, the Committee shall maintain a "Supplement C account" in his name
which will reflect his contributions under this Supplement C and the income,
losses, appreciation and depreciation attributable thereto. As of each valuation
date, the Committee shall:

                  (a)      First, charge to each Supplement C account all
                           payments or distributions made from such account
                           since the last preceding valuation date that have not
                           been charged previously;

                  (b)      Next, credit each Supplement C account with its pro
                           rata share of any increase or charge such account
                           with its pro rata share of any decrease in the value
                           of the "adjusted net worth" of each Investment Fund
                           in which it has an interest as of that date; and


                                      C-2
<PAGE>
                  (c)      Finally, credit each Supplement C Participant's
                           contributions made since the last preceding valuation
                           date to his Supplement C account.

Contributions not yet allocated to Supplement C accounts will be excluded in
determining the adjusted net worth of an Investment Fund.

                  C-10. Vesting. The right of a Supplement C Participant to the
balance in his Supplement C account, as adjusted under paragraph C-9 above,
shall be nonforfeitable at all times.

                  C-11. Transfer of Accounts. If a Supplement C Participant
becomes a Participant in the Plan, he shall cease to be a Supplement C
Participant, and the balance in his Supplement C account shall be transferred to
the account maintained in his name under the Plan and thereafter shall be held
and distributed in accordance with the terms of the Plan.

                  C-12. Distribution. If a Supplement C Participant should
terminate employment with all of the Employers for any reason before he becomes
a Participant in the Plan, the balance in his Supplement C account shall be paid
to him, or in the event of his death to his beneficiary, in a lump sum.

                  C-13. Use of Terms. All terms and provisions of the Plan shall
apply to this Supplement C, except that where the terms and provisions of the
Plan and this Supplement C conflict, the terms and provisions of this Supplement
C shall govern.


                                      C-3
<PAGE>
                                  SUPPLEMENT D
                                       TO
                   EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                                       OF
                             BANK OF MONTREAL/HARRIS

                               DEDUCTIBLE DEPOSITS

                  D-1. Purpose. The purpose of this Supplement D is to allow
certain Employees of the Employers to make deductible employee contributions
("deposits") under this Supplement D. All deposits made under this Supplement D
will be treated as "qualified voluntary employee contributions" under Section
219 of the Internal Revenue Code of 1954. Voluntary contributions made under
Section 3 or Supplement C of the Plan may not be treated as qualified voluntary
employee contributions.

                  D-2. Effective Date. The effective date of this Supplement D
is January 1, 1982.


                  D-3. Participation. Each Employee of an Employer shall become
a Participant in this Supplement D (a "Supplement D Participant") on the date as
of which he becomes either a Participant in the Plan or a Supplement C
Participant, but not prior to January 1, 1982.

                  D-4. Amount of Deposits. Under the terms stated below, and
subject to any limitations contained in the Plan or this Supplement D, a
Supplement D Participant, if he so desires, may elect to make deposits under
this Supplement D for any calendar year, beginning with the later of the
calendar year ending December 31, 1982 or the calendar year in which he becomes
a Supplement D Participant, in an amount not more than the lesser of: (a)
$2,000, or (b) 100% of his compensation (whether or not earned as a Supplement D
Participant) for that year. Each such election by a Supplement D Participant
under this paragraph D-4 must be in writing and filed with his Employer at such
time and in such way as the Committee determines, but not later than the end of
the calendar year for which such deposits are to be made. A Supplement D
Participant may not make deposits under this Supplement D for any calendar year
ending after the earlier of (i) the date he attains age 70-1/2 years, or (ii)
December 31, 1986.

                  D-5. Deduction or Payment of Deposits. A Supplement D
Participant's deposits must be made in cash by the end of the calendar year for
which they are made. Such deposits may be made by regular payroll deductions or
in any other way approved by the Committee. Supplement D Participant deposits
deducted by an Employer shall be paid by such Employer to the Trustee.


                                      D-1
<PAGE>
                  D-6. Variation, Discontinuance and Resumption of Deposits. A
Supplement D Participant may elect to change his deposit rate (but not
retroactively) within the limits specified in paragraph D-4 above, to
discontinue making deposits or to resume deposits. Each such election shall be
made at such time, in such manner, and in accordance with such rules as the
Committee shall establish.

                  D-7. Investment of Deposits. Deposits under this Supplement D
normally will be invested in the Guaranteed Fund. However, a Supplement D
Participant may elect to have all or a portion of his deposits under this
Supplement D invested in one or more of the other Investment Funds (other than
the Employer Stock Fund). Subject to the foregoing limitations of this
paragraph, a Supplement D Participant may also elect that all or a part of his
interest in an Investment Fund shall be liquidated and the proceeds thereof
transferred to one or more of the other Investment Funds. Each election by a
Participant under this paragraph D-7 shall be permitted only at such time, in
such manner, and in accordance with such rules as the Committee shall establish.

                  D-8. Accounting. If a Supplement D Participant elects to make
deposits, the Committee shall maintain a "Supplement D account" in his name
which will reflect his deposits under this Supplement D and the income, losses,
appreciation and depreciation attributable thereto. As of each valuation date,
the Committee shall:

                  (a)      First, charge to each Supplement D account all
                           payments or distributions made from such account
                           since the last preceding valuation date that have not
                           been charged previously;

                  (b)      Next, credit each Supplement D account with its pro
                           rata share of any increase or charge such account
                           with its pro rata share of any decrease in the value
                           of the "adjusted net worth" of each Investment Fund
                           in which it has an interest as of that date; and

                  (c)      Finally, credit each Supplement D Participant's
                           deposits made since the last preceding valuation date
                           to his Supplement D account.

Deposits not yet allocated to Supplement D accounts will be excluded in
determining the adjusted net worth of an Investment Fund.

                  D-9. Vesting. The right of a Supplement D Participant to the
balance in his Supplement D account, as adjusted under paragraph D-8 above,
shall be nonforfeitable at all times.

                  D-10. Withdrawal of Deposits. If the Committee so provides, a
Supplement D Participant may elect to withdraw all or any portion of the amount
then cred-


                                      D-2
<PAGE>
ited to his Supplement D account. Each election by a Participant under this
paragraph D-10 shall be permitted only at such time, in such manner, and in
accordance with such rules as the Committee shall establish. Any amounts
withdrawn by a Participant from his Supplement D account shall be treated as a
distribution of his "accumulated deductible employee contributions" under
Section 72 of the Internal Revenue Code of 1954.

                  D-11. Loans. The balance in a Participant's Supplement D
account shall be excluded for purposes of determining the amount of any loan
which may be made to the Participant under subsection 7.6 of the Plan.

                  D-12. Distribution. As soon as practicable after each
Participant's settlement date, the balance in the Participant's Supplement D
account (after all adjustments required under paragraph D-8 as of that date have
been made) will be distributed to him by one of the following methods:

                  (a)      By a lump sum payment.

                  (b)      By transfer to an individual retirement account
                           established by the Participant.

A Supplement D Participant may elect the method of distributing his benefits
under this paragraph D-12; provided that if a Participant fails to make such an
election within the time prescribed by the Committee, his Supplement D account
shall be distributed under subparagraph (a) above.

                  D-13. Use of Terms. All terms and provisions of the Plan shall
apply to this Supplement D, except that where the terms and provisions of the
Plan and this Supplement D conflict, the terms and provisions of this Supplement
D shall govern.


                                      D-3
<PAGE>
                                  SUPPLEMENT E
                                       TO
                   EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                                       OF
                             BANK OF MONTREAL/HARRIS

                           ADOPTION BY ARGO STATE BANK

                  E-1. On July 31, 1982 (the "Closing Date"), Harris Bankcorp,
Inc. acquired 100% of the voting shares of Argo State Bank ("Argo"). Effective
as of the Closing Date, Argo adopted Employees' Savings and Profit Sharing Plan
of Harris Trust and Savings Bank and Affiliated Companies (the "Harris Plan")
for the benefit of its eligible employees and became a party to Employees'
Savings and Profit Sharing Trust Fund of Harris Trust and Savings Bank and
Affiliated Companies as an employer thereunder. Prior to the Closing Date, Argo
was an employer under a savings plan (the "Argo Plan") for the benefit of
certain of its eligible employees.

                  E-2. Salaried employees of Argo on the Closing Date who,
immediately prior to that date, were covered under the Argo Plan will become
Participants in the Harris Plan effective as of the Closing Date. Other salaried
employees of Argo on the Closing Date will become Participants in the Harris
Plan on the earlier of the date they satisfy the eligibility requirements of the
Harris Plan or the date they would have satisfied the eligibility requirements
of the Argo Plan. Employees hired by Argo after the Closing Date will become
Participants in the Harris Plan on the date they satisfy the eligibility
requirements of the Harris Plan.

                  E-3. The last continuous period of employment of an employee
with Argo prior to the Closing Date shall be included in his credited service
for purposes of determining when he satisfies the eligibility requirements of
the Harris Plan.

                  E-4. All provisions of the Harris Plan, to the extent that
they are consistent with the provisions of this Supplement, shall apply to
employees of Argo covered under the Harris Plan. Unless the context clearly
implies or indicates the contrary, a word, term or phrase used in the Harris
Plan is similarly used or defined in this Supplement.


                                      E-1
<PAGE>
                                  SUPPLEMENT F
                                       TO
                   EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                                       OF
                             BANK OF MONTREAL/HARRIS

                ADOPTION BY ROSELLE STATE BANK AND TRUST COMPANY

                  F-1. Introduction. Effective as of January 1, 1983, Roselle
State Bank and Trust Company ("Roselle") adopted Employees' Savings and Profit
Sharing Plan of Harris Trust and Savings Bank and Affiliated Companies (the
"Harris Plan") as an amendment, restatement and continuation of the profit
sharing plan (the "Roselle Plan") incorporated in Roselle State Bank and Trust
Company Profit Sharing Plan and Trust (the "Roselle Trust"). The Roselle Trust
is being merged into and continued in the form of Employees' Savings and Profit
Sharing Trust Fund of Harris Trust and Savings Bank and Affiliated Companies.

                  F-2. Participation in the Harris Plan. Employees of Roselle on
December 31, 1982 who were covered under the Roselle Plan on that date will
become Participants in the Harris Plan effective as of January 1, 1983. Other
employees of Roselle will become Participants in the Harris Plan on the date
they satisfy the eligibility requirements of the Harris Plan. The last
continuous period of employment of an employee with Roselle prior to January 1,
1983 shall be included in his credited service for purposes of determining when
he satisfies the eligibility requirements of the Harris Plan.

                  F-3. Employer Contributions by Roselle. Notwithstanding the
provisions of subsection 4.3 of the Harris Plan, for each calendar year for
which Roselle has been designated as a Separate Employer pursuant to Section 17
or subsection 4.1 of the Harris Plan, Roselle will contribute to the Harris Plan
such amount, if any, as shall be determined by the Board of Directors of
Roselle. The provisions of this paragraph F-3 shall cease to be effective after
December 31, 1994.

                  F-4. Accounts. The Committee shall establish a separate
account under the Harris Plan in the name of each participant in the Roselle
Plan whose interest thereunder is transferred to the Harris Plan, with an
opening balance equal to the amount transferred to the Harris Plan on his
behalf.

                  F-5. Use of Terms. All terms and provisions of the Harris Plan
shall apply to this Supplement F, except that where the terms and provisions of
the Harris Plan and this Supplement F conflict, the terms and provisions of this
Supplement F shall govern.


                                      F-1
<PAGE>
                                  SUPPLEMENT G
                                       TO
                   EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                                       OF
                             BANK OF MONTREAL/HARRIS

                  ADOPTION BY HARRIS TRUST COMPANY OF NEW YORK

                  G-1. Introduction. On or about September 30, 1983, Harris
Trust Company of New York ("HTCNY") acquired the Shareholder Services operations
of Chemical Bank ("Chemical"), and certain employees of Chemical ("Transferred
Employees") transferred to employment with HTCNY. Effective as of January 3,
1984, HTCNY adopted Employees' Savings and Profit Sharing Plan of Harris Trust
and Savings Bank and Affiliated Companies (the "Harris Profit Sharing Plan") for
the benefit of its eligible employees and became a party to Employees' Savings
and Profit Sharing Trust Fund of Harris Trust and Savings Bank and Affiliated
Companies as an Employer thereunder. Prior to their employment by HTCNY, certain
Transferred Employees were covered under Profit Sharing Plan of Chemical Bank
and Certain Affiliates (the "Chemical Profit Sharing Plan").

                  G-2. Participation in the Harris Profit Sharing Plan.
Transferred Employees who were covered under the Chemical Profit Sharing Plan
immediately prior to their employment with HTCNY will become Participants in the
Harris Profit Sharing Plan effective as of the date of their employment by
HTCNY. Other Transferred Employees will become Participants in the Harris Profit
Sharing Plan upon the completion of three years of credited service. A
Transferred Employee's last continuous period of employment with Chemical prior
to his employment by HTCNY shall be included in his credited service. Other
employees hired by HTCNY will become participants in the Harris Profit Sharing
Plan when they satisfy the eligibility requirements of the Harris Profit Sharing
Plan.

                  G-3. Use of Terms. All terms and provisions of the Harris
Profit Sharing Plan shall apply to this Supplement G, except that where the
terms and provisions of the Harris Profit Sharing Plan and this Supplement G
conflict, the terms and provisions of this Supplement G shall govern.


                                      G-1
<PAGE>
                                  SUPPLEMENT H
                                       TO
                   EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                                       OF
                             BANK OF MONTREAL/HARRIS

                          ADOPTION BY BANK OF MONTREAL

                  H-1. Introduction. Effective as of September 4, 1984, Harris
Bankcorp, Inc. became a wholly owned subsidiary of Bank of Montreal ("BMO").
Effective as of July 1, 1985, BMO adopted Employees' Savings and Profit Sharing
Plan of Bank of Montreal/Harris (the "Harris Plan") for the benefit of certain
of its United States employees ("eligible BMO employees") and became a party to
Employees' Savings and Profit Sharing Trust Fund of Bank of Montreal/Harris as
an Employer thereunder.

                  H-2. Participation in the Harris Plan. Each eligible BMO
employee shall become a Participant in the Harris Plan on the first day of the
month, beginning July 1, 1985, coincident with or next following the date he
satisfies the eligibility requirements of the Harris Plan. Employment with BMO
prior to July 1, 1985 shall be included in an eligible BMO employee's credited
service for purposes of determining when he satisfies the eligibility
requirements of the Harris Plan, and all such employment (whether or not
continuous) shall be taken into account in the case of an employee who was
employed by BMO on June 30, 1985.

                  H-3. Employer Contributions by BMO. Notwithstanding the
provisions of subsection 4.3 of the Harris Plan, for each calendar year for
which BMO has been designated as a Separate Employer pursuant to Section 17 or
subsection 4.1 of the Harris plan, BMO will contribute to the Harris Plan such
amount, if any, as shall be determined by BMO. The provisions of this paragraph
H-3 shall cease to be effective after December 31, 1994.

                  H-4. Accounts. Certain eligible BMO employees are Members in
Bank of Montreal U.S. Pension Plan (the "BMO Plan"). The Committee shall
establish a separate account under the Harris Plan in the name of each Member in
the BMO Plan whose Accumulated Contributions thereunder (as defined in Section
10.05 of the BMO Plan) are transferred to the Harris Plan, with an opening
balance equal to the amount transferred to the Harris Plan on his behalf.

                  H-5. Use of Terms. All terms and provisions of the Harris Plan
shall apply to this Supplement H, except that where the terms and provisions of
the Harris Plan and this Supplement H conflict, the terms and provisions of this
Supplement H shall govern.


                                      H-1
<PAGE>
                                  SUPPLEMENT I
                                       TO
                   EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                                       OF
                             BANK OF MONTREAL/HARRIS

                         COVERAGE OF FORMER EMPLOYEES OF
                          NATIONAL WESTMINSTER BANK USA

                  I-1. Introduction. On or about January 18, 1985, Harris Trust
Company of New York ("HTCNY") acquired the Shareholder Services operations of
National Westminster Bank USA ("Westminster"), and certain employees of
Westminster ("Transferred Employees") transferred to employment with HTCNY.
HTCNY has adopted Employees' Savings and Profit Sharing Plan of Bank of
Montreal/Harris (the "Harris Plan") for the benefit of its eligible employees.
Prior to their employment by HTCNY, certain Transferred Employees were covered
under Westminster Savings Plan (the "Westminster Plan").

                  I-2. Participation in the Harris Plan. Transferred Employees
who were covered under the Westminster Plan immediately prior to their
employment with HTCNY will become Participants in the Harris Plan effective as
of the date of their employment by HTCNY. Other Transferred Employees will
become Participants in the Harris Plan upon the completion of three years of
credited service. A Transferred Employee's last continuous period of employment
with Westminster prior to his employment by HTCNY shall be included in this
credited service.

                  I-3. Accounts. The Committee shall establish a separate
account under the Harris Plan in the name of each Transferred Employee whose
interest under the Westminster Plan is transferred to the Harris Plan, with an
opening balance equal to the amount transferred to the Harris Plan on his
behalf.

                  I-4. Use of Terms. All terms and provisions of the Harris plan
shall apply to this Supplement I, except that where the terms and provisions of
the Harris Plan and this Supplement I conflict, the terms and provisions of this
Supplement I shall govern.


                                      I-1
<PAGE>
                                  SUPPLEMENT J
                                       TO
                   EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                                       OF
                             BANK OF MONTREAL/HARRIS

                 ADOPTION BY DERIVATIVE MARKETS MANAGEMENT, INC.

                  J-1. Introduction. Effective as of March 20, 1986, Derivative
Markets Management, Inc. ("DMM") adopted Employees' Savings and Profit Sharing
Plan of Bank of Montreal/Harris (the "Harris Plan") for the benefit of its
eligible employees and became a party to Employees' Savings and Profit Sharing
Trust Fund of Bank of Montreal/Harris as an Employer thereunder.

                  J-2. Employer Contributions by DMM. Notwithstanding the
provisions of subsection 4.3 of the Harris Plan, for each calendar year for
which DMM has been designated as a Separate Employer pursuant to Section 17 or
subsection 4.1 of the Harris Plan, DMM will contribute to the Harris Plan such
amount, if any, as shall be determined by DMM.

                  J-3. The chief executive officer of DMM will not participate
in DMM contributions under the Harris Plan.

                  J-4. Use of Terms. All terms and provisions of the Harris Plan
shall apply to this Supplement J, except that where the terms and provisions of
the Harris Plan and this Supplement J conflict, the terms and provisions of this
Supplement J shall govern. This Supplement J shall cease to be effective after
December 31, 1994.


                                      J-1



<PAGE>

                                  SUPPLEMENT K
                                       TO
                   EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                                       OF
                             BANK OF MONTREAL/HARRIS

                   ADOPTION BY HARRIS BANK WILLAMETTE, N.A.

         K-1. Introduction. As of January 1, 1987 (the "Effective Date"), Harris
Bank Willamette, N.A. ("Willamette") adopted Employees' Savings and Profit
Sharing Plan of Bank of Montreal/Harris (the "Harris Plan") as an amendment,
restatement and continuation of First National Bank of Willamette Profit Sharing
Retirement Plan (the "Willamette Plan"). First National Bank of Willamette
Profit Sharing Retirement Trust is being merged into and continued in the form
of Employees' Savings and Profit Sharing Trust Fund of Bank of Montreal/Harris.

         K-2. Participation in the Harris Plan. Employees of Willamette on the
Effective Date who, immediately prior to that date, were covered under the
Willamette Plan will become Participants in the Harris Plan on the Effective
Date. Other employees of Willamette on the Effective Date will become
Participants in the Harris Plan on the earlier of the date they satisfy the
eligibility requirements of the Harris Plan or the date they would have
satisfied the eligibility requirements of the Willamette Plan. Employees hired
by Willamette after the Effective Date will become Participants in the Harris
Plan on the date they satisfy the eligibility requirements of the Harris Plan.
The last continuous period of employment of an employee with Willamette prior to
the Effective Date shall be included in his credited service for purposes of
determining when he satisfies the eligibility requirements of the Harris plan.

         K-3. Employer Contributions by Willamette. Notwithstanding the
provisions of subsection 4.3 of the Harris Plan, for each calendar year for
which Willamette has been designated as a Separate Employer pursuant to Section
17 or subsection 4.1 of the Harris Plan, Willamette will contribute to the
Harris Plan such amount, if any, as shall be determined by the Board of
Directors of Willamette. The provisions of this paragraph K-3 shall cease to be
effective after December 31, 1994.

         K-4. Accounts. The Committee shall establish a separate account under
the Harris plan in the name of each participant in the Willamette Plan whose
interest thereunder is transferred to the Harris Plan, with an opening balance
equal to the amount transferred to the Harris Plan on his behalf.

         K-5. Use of Terms. All terms and provisions of the Harris Plan shall
apply to this Supplement K, except that where the terms and provisions of the
Harris Plan and this Supplement K conflict, the terms and provisions of this
Supplement K shall govern.


                                       K-1
<PAGE>
                                  SUPPLEMENT L
                                       TO
                   EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                                       OF
                             BANK OF MONTREAL/HARRIS

                         COVERAGE OF FORMER EMPLOYEES OF
                            MARINE MIDLAND BANK, N.A.

         L-1. Introduction. On or about September 20, 1985, Harris Trust Company
of New York ("HTCNY") acquired the Shareholder Services operations of Marine
Midland Bank, N.A. ("MMB"), and certain employees of MMB ("Transferred
Employees') transferred to employment with HTCNY. HTCNY has adopted Employees'
Savings and Profit Sharing Plan of Bank of Montreal/ Harris (the "Harris Plan")
for the benefit of its eligible employees. Prior to their employment by HTCNY,
certain Transferred Employees were covered under The Marine Midland Thrift
Incentive Plan (the "MMB Savings Plan").

         L-2. Participation in the Harris Plan. Transferred Employees who were
covered under the MMB Savings Plan immediately prior to their employment with
HTCNY will become Participants in the Harris Plan effective as of the date of
their employment by HTCNY. Other Transferred Employees will become Participants
in the Harris Plan upon the completion of three years of credited service. A
Transferred Employee's last continuous period of employment with MMB prior to
his employment by HTCNY shall be included in his credited service.

         L-3. Accounts. The Committee shall establish a separate account under
the Harris Plan in the name of each Transferred Employee whose interest under
the MMB Savings Plan is transferred to the Harris Plan, with an opening balance
equal to the amount transferred to the Harris Plan on his behalf.

         L-4. Use of Terms. All terms and provisions of the Harris Plan shall
apply to this Supplement L, except that where the terms and provisions of the
Harris Plan and this Supplement L conflict, the terms and provisions of this
Supplement L shall govern.


                                       L-1
<PAGE>
                                  SUPPLEMENT M
                                       TO
                   EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                                       OF
                             BANK OF MONTREAL/HARRIS

                    ADOPTION BY HARRIS BANK BARRINGTON, N.A.

         M-1. Introduction. As of January 1, 1989 (the "Effective Date"), Harris
Bank Barrington, N.A. ("Barrington") adopted Employees' Savings and Profit
Sharing Plan of Bank of Montreal/Harris (the "Harris Plan") as an amendment,
restatement and continuation of First Retirement Estates Plan of Harris Bank
Barrington (the "Barrington Plan"). First Retirement Estates of Harris Bank
Barrington is being merged into and continued in the form of Employees' Savings
and Profit Sharing Trust Fund of Bank of Montreal/Harris.

         M-2. Participation in the Harris Plan. Employees of Barrington on the
Effective Date who, immediately prior to that date, were covered under the
Barrington Plan will become Participants in the Harris Plan on the Effective
Date. Other employees of Barrington will become Participants in the Harris Plan
on the date they satisfy the eligibility requirements of the Harris Plan. The
last continuous period of employment of an employee with Barrington prior to the
Effective Date shall be included in his credited service for purposes of
determining when he satisfies the eligibility requirements of the Harris Plan.

         M-3. Allocation of Employer Contributions. Notwithstanding the
provisions of subsection 3.7 of the Harris Plan, an employee of Barrington on
the Effective Date will be entitled to share in Employer contributions after he
has completed one year of credited service.

         M-4. Accounts. The Committee shall establish a separate account under
the Harris Plan in the name of each participant in the Barrington Plan whose
interest thereunder is transferred to the Harris Plan, with an opening balance
equal to the amount transferred to the Harris Plan on his behalf.

         M-5. Use of Terms. All terms and provisions of the Harris Plan shall
apply to this Supplement M, except that where the terms and provisions of the
Harris Plan and this Supplement M conflict, the terms and provisions of this
Supplement M shall govern.



                                       M-1
<PAGE>
                                  SUPPLEMENT N
                                       TO
                   EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                                       OF
                             BANK OF MONTREAL/HARRIS

                      ADOPTION BY HARRIS BANK LIBERTYVILLE

         N-1. Introduction. As of July 1, 1990 (the "Effective Date"), Harris
Bank Libertyville ("Libertyville") adopted Employees' Savings and Profit Sharing
Plan of Bank of Montreal/Harris (the "Harris Plan").

         N-2. Participation in the Harris Plan. Employees of Libertyville will
become Participants in the Harris Plan on the first day of the month, beginning
with the Effective Date, on which they satisfy the eligibility requirements of
the Harris Plan. The last continuous period of employment of an employee with
Libertyville prior to the Effective Date shall be included in his credited
service for purposes of determining when he satisfies the eligibility
requirements of the Harris Plan.

         N-3. Use of Terms. All terms and provisions of the Harris Plan shall
apply to this Supplement N, except that where the terms and provisions of the
Harris Plan and this Supplement N conflict, the terms and provisions of this
Supplement N shall govern.


                                       N-1
<PAGE>
                                  SUPPLEMENT O
                                       TO
                   EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                                       OF
                             BANK OF MONTREAL/HARRIS

                     ADOPTION BY HARRIS BANK HINSDALE, N.A.

         O-1. Introduction. As of July 1, 1992 (the "Effective Date"), Harris
Bank Hinsdale, N.A. ("Hinsdale") adopted Employees' Savings and Profit Sharing
Plan of Bank of Montreal/Harris (the "Harris Plan"). Prior to the Effective
Date, certain Hinsdale employees were covered under a profit sharing plan
maintained by Hinsdale (the "Hinsdale Plan"). The Hinsdale Plan was terminated
effective October 31, 1991 (the "Termination Date"), and certain accounts of
participants in the Hinsdale Plan are being transferred to the Harris Plan.

         O-2. Participation in the Harris Plan. Employees of Hinsdale who were
hired on or before the Termination Date will become Participants in the Harris
Plan on the Effective Date. Employees hired by Hinsdale after the Termination
Date will become Participants in the Harris Plan on the date they satisfy the
eligibility requirements of the Harris Plan. The last continuous period of
employment of an employee with Hinsdale prior to the Effective Date shall be
included in his credited service for purposes of determining when he satisfies
the eligibility requirements of the Harris Plan.

         O-3. Allocation of Employer Contributions. Notwithstanding the
provisions of subsection 7.5 of the Harris Plan, an employee of Hinsdale who
became a Participant in the Harris Plan on the Effective Date will be entitled
to share in Employer contributions based on: (a) his compensation on and after
January 1, 1992 if he was or would have become a participant in the Hinsdale
Plan on or before January 1, 1992; and (b) his compensation on and after the
Effective Date if he would have become a participant in the Hinsdale plan after
January 1, 1992.

         O-4. Accounts. The Committee shall establish a separate account under
the Harris Plan in the name of each participant in the Hinsdale Plan whose
interest thereunder is transferred to the Harris Plan, with an opening balance
equal to the amount transferred to the Harris Plan on his behalf.

         O-5. Use of Terms. All terms and provisions of the Harris Plan shall
apply to this Supplement O, except that where the terms and provisions of the
Harris Plan and this Supplement O conflict, the terms and provisions of this
Supplement O shall govern.

                                       O-1
<PAGE>
                                  SUPPLEMENT P
                                       TO
                   EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                                       OF
                             BANK OF MONTREAL/HARRIS

                      ADOPTION BY HARRIS BANK BATAVIA, N.A.

         P-1. Introduction. As of January 1, 1989 (the "Effective Date"), Harris
Bank Batavia, N.A. ("Batavia") adopted Employees' Savings and Profit Sharing
Plan of Bank of Montreal/Harris (the "Harris Plan") as an amendment, restatement
and continuation of The First National Bank of Batavia Profit Sharing Plan (the
"Batavia Plan").

         P-2. Participation in the Harris Plan. Employees of Batavia on the
Effective Date who, immediately prior to that date, were covered under the
Batavia Plan will become Participants in the Harris Plan on the Effective Date.
Other employees of Batavia will become Participants in the Harris Plan on the
date they satisfy the eligibility requirements of the Harris Plan. The last
continuous period of employment of an employee with Batavia prior to the
Effective Date shall be included in his credited service for purposes of
determining when he satisfies the eligibility requirements of the Harris Plan.

         P-3. Accounts. The Committee shall establish a separate account under
the Harris Plan in the name of each participant in the Batavia Plan whose
interest thereunder is transferred to the Harris Plan, with an opening balance
equal to the amount transferred to the Harris Plan on his behalf.

         P-4. Use of Terms. All terms and provisions of the Harris Plan shall
apply to this Supplement P, except that where the terms and provisions of the
Harris Plan and this Supplement P conflict, the terms and provisions of this
Supplement P shall govern.


                                       P-1
<PAGE>
                                  SUPPLEMENT Q
                                       TO
                   EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                                       OF
                             BANK OF MONTREAL/HARRIS

                        ADOPTION BY HARRIS BANK FRANKFORT

         Q-1. Introduction. As of October 1, 1990 (the "Effective Date"), Harris
Bank Frankfort ("Frankfort") adopted Employees' Savings and Profit Sharing Plan
of Bank of Montreal/ Harris (the "Harris Plan").

         Q-2. Participation in the Harris Plan. Employees of Frankfort will
become Participants in the Harris Plan on the first day of the month, beginning
with the Effective Date, on which they satisfy the eligibility requirements of
the Harris Plan. The last continuous period of employment of an employee with
Frankfort prior to the Effective Date shall be included in his credited service
for purposes of determining when he satisfies the eligibility requirements of
the Harris Plan.

         Q-3. Use of Terms. All terms and provisions of the Harris Plan shall
apply to this Supplement Q, except that where the terms and provisions of the
Harris Plan and this Supplement Q conflict, the terms and provisions of this
Supplement Q shall govern.

                                       Q-1
<PAGE>
                                  SUPPLEMENT R
                                       TO
                   EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                                       OF
                             BANK OF MONTREAL/HARRIS

                       ADOPTION BY HARRIS BANK NAPERVILLE

         R-1. Introduction. As of January 1, 1994 (the "Effective Date"), Harris
Bank Naperville ("Naperville") is adopting Employees' Savings and Profit Sharing
Plan of Bank of Montreal/Harris (the "Harris Plan") as an amendment, restatement
and continuation of the profit sharing plan maintained by Naperville (the
"Naperville Plan"), and the trust forming a part of the Naperville Plan is being
merged into and continued in the form of Employees' Savings and Profit Sharing
Trust Fund of Bank of Montreal/ Harris.

         R-2. Participation in the Harris Plan. Salaried and regular hourly
employees of Naperville on November 15, 1993 will become Participants in the
Harris Plan on the Effective Date. Other employees of Naperville will become
Participants in the Harris Plan on the date they satisfy the eligibility
requirements of the Harris Plan. The last continuous period of employment of an
employee with Naperville prior to the Effective Date shall be included in his
credited service for purposes of determining when he satisfies the eligibility
requirements of the Harris Plan; provided that salaried and regular hourly
employees of Naperville on November 15, 1993 will be deemed to have completed
two years of credited service on the Effective Date for purposes of subsection
3.7 of the Harris Plan.

         R-3. Accounts. The Committee shall establish a separate account under
the Harris Plan in the name of each participant in the Naperville Plan whose
interest thereunder is transferred to the Harris Plan, with an opening balance
equal to the amount transferred to the Harris Plan on his behalf.

         R-4. Use of Terms. All terms and provisions of the Harris Plan shall
apply to this Supplement R, except that where the terms and provisions of the
Harris Plan and this Supplement R conflict, the terms and provisions of this
Supplement R shall govern.



                                       R-1
<PAGE>
                                  SUPPLEMENT S
                                       TO
                   EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                                       OF
                             BANK OF MONTREAL/HARRIS

                       ADOPTION BY HARRIS BANK ST. CHARLES

         S-1. Introduction. As of January 1, 1994 (the "Effective Date"), Harris
Bank St. Charles ("St. Charles") is adopting Employees' Savings and Profit
Sharing Plan of Bank of Montreal/Harris (the "Harris Plan") as an amendment,
restatement and continuation of the profit sharing plan maintained by St.
Charles (the "St. Charles Plan"), and the trust forming a part of the St.
Charles Plan is being merged into and continued in the form of Employees'
Savings and Profit Sharing Trust Fund of Bank of Montreal/Harris.

         S-2. Participation in the Harris Plan. Salaried and regular hourly
employees of St. Charles on November 15, 1993 will become Participants in the
Harris Plan on the Effective Date. Other employees of St. Charles will become
Participants in the Harris Plan on the date they satisfy the eligibility
requirements of the Harris Plan. The last continuous period of employment of an
employee with St. Charles prior to the Effective Date shall be included in his
credited service for purposes of determining when he satisfies the eligibility
requirements of the Harris Plan; provided that salaried and regular hourly
employees of St. Charles on November 15, 1993 will be deemed to have completed
two years of credited service on the Effective Date for purposes of subsection
3.7 of the Harris Plan.

         S-3. Accounts. The Committee shall establish a separate account under
the Harris Plan in the name of each participant in the St. Charles Plan whose
interest thereunder is transferred to the Harris Plan, with an opening balance
equal to the amount transferred to the Harris Plan on his behalf.

         S-4. Use of Terms. All terms and provisions of the Harris Plan shall
apply to this Supplement S, except that where the terms and provisions of the
Harris Plan and this Supplement S conflict, the terms and provisions of this
Supplement S shall govern.


                                       S-1
<PAGE>
                                  SUPPLEMENT T
                                       TO
                   EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                                       OF
                             BANK OF MONTREAL/HARRIS

                     ADOPTION BY HARRIS BANK WINNETKA, N.A.

         T-1. Introduction. As of January 1, 1994 (the "Effective Date"), Harris
Bank Winnetka, N.A. ("Winnetka") is adopting Employees' Savings and Profit
Sharing Plan of Bank of Montreal/Harris (the "Harris Plan") as an amendment,
restatement and continuation of the profit sharing plan maintained by Winnetka
(the "Winnetka Plan"), and the trust forming a part of the Winnetka Plan is
being merged into and continued in the form of Employees' Savings and Profit
Sharing Trust Fund of Bank of Montreal/ Harris.

         T-2. Participation in the Harris Plan. Salaried and regular hourly
employees of Winnetka on November 15, 1993 will become Participants in the
Harris Plan on the Effective Date; provided that Byron A. Warnes shall not be a
Participant in the Harris Plan. Other employees of Winnetka will become
Participants in the Harris Plan on the date they satisfy the eligibility
requirements of the Harris Plan. The last continuous period of employment of an
employee with Winnetka prior to the Effective Date shall be included in his
credited service for purposes of determining when he satisfies the eligibility
requirements of the Harris Plan; provided that salaried and regular hourly
employees of Winnetka on November 15, 1993 will be deemed to have completed two
years of credited service on the Effective Date for purposes of subsection 3.7
of the Harris Plan.

         T-3. Accounts. The Committee shall establish a separate account under
the Harris Plan in the name of each participant in the Winnetka Plan whose
interest thereunder is transferred to the Harris Plan, with an opening balance
equal to the amount transferred to the Harris Plan on his behalf.

         T-4. Use of Terms. All terms and provisions of the Harris Plan shall
apply to this Supplement T, except that where the terms and provisions of the
Harris Plan and this Supplement T conflict, the terms and provisions of this
Supplement T shall govern.


                                       T-1
<PAGE>
                                  SUPPLEMENT U
                                       TO
                   EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                                       OF
                             BANK OF MONTREAL/HARRIS

                ADOPTION BY HARRIS BANK GLENCOE-NORTHBROOK, N.A.

         U-1. Introduction. As of January 1, 1994 (the "Effective Date"), Harris
Bank Glencoe-Northbrook, N.A. ("Glencoe") is adopting Employees' Savings and
Profit Sharing Plan of Bank of Montreal/Harris (the "Harris Plan") as an
amendment, restatement and continuation of the profit sharing plan maintained by
Glencoe (the "Glencoe Plan"), and the trust forming a part of the Glencoe Plan
is being merged into and continued in the form of Employees' Savings and Profit
Sharing Trust Fund of Bank of Montreal/Harris.

         U-2. Participation in the Harris Plan. Salaried and regular hourly
employees of Glencoe on November 15, 1993 will become Participants in the Harris
Plan on the Effective Date. Other employees of Glencoe will become Participants
in the Harris Plan on the date they satisfy the eligibility requirements of the
Harris Plan. The last continuous period of employment of an employee with
Glencoe prior to the Effective Date shall be included in his credited service
for purposes of determining when he satisfies the eligibility requirements of
the Harris Plan; provided that salaried and regular hourly employees of Glencoe
on November 15, 1993 will be deemed to have completed two years of credited
service on the Effective Date for purposes of subsection 3.7 of the Harris Plan.

         U-3. Accounts. The Committee shall establish a separate account under
the Harris Plan in the name of each participant in the Glencoe Plan whose
interest thereunder is transferred to the Harris Plan, with an opening balance
equal to the amount transferred to the Harris Plan on his behalf.

         U-4. Use of Terms. All terms and provisions of the Harris Plan shall
apply to this Supplement U, except that where the terms and provisions of the
Harris Plan and this Supplement U conflict, the terms and provisions of this
Supplement U shall govern.

                                       U-1
<PAGE>
                                  SUPPLEMENT V
                                       TO
                   EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                                       OF
                             BANK OF MONTREAL/HARRIS

                    ADOPTION BY NESBITT BURNS SECURITIES INC.

         V-1. Introduction. Effective as of April 1, 1992 (the "Effective
Date"), Nesbitt Burns Securities Inc. (formerly known as Harris Nesbitt Thomson
Securities Inc.) -- referred to below as "Nesbitt Burns" -- adopted Employees'
Savings and Profit Sharing Plan of Bank of Montreal/Harris (the "Harris Plan")
for the benefit of its employees who are residents of and employed in the United
States of America ("U.S. employees").

         V-2. Participation in the Harris Plan. Beginning on the Effective Date,
U.S. employees of Nesbitt Burns became participants in the Harris Plan on the
first day of the month coincident with or next following the date they satisfied
the eligibility requirements of the Harris Plan.

         V-3. Service. A U.S. employee's service with Nesbitt Burns prior to the
Effective Date shall not be included in his credited service under the Harris
Plan.

         V-4. Employer Contributions. Nesbitt Burns shall make both employer
matching contributions under subsection 4.1 of the Harris Plan and employer
profit sharing contributions under subsection 4.3 of the Harris Plan.

         V-5. Use of Terms. All terms and provisions of the Harris Plan shall
apply to this Supplement V, except that where the terms and provisions of the
Harris Plan and this Supplement V conflict, the terms and provisions of this
Supplement V shall govern.



                                       V-1
<PAGE>
                                  SUPPLEMENT W
                                       TO
                   EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                                       OF
                             BANK OF MONTREAL/HARRIS

                           ADOPTION BY SUBURBAN BANKS

         W-1. Introduction. Effective as of January 1, 1995 (the "Effective
Date"), Harris Bank Palatine N.A., Harris Bank Oakbrook Terrace, Harris Bank
Arlington Meadows, Harris Bank Bartlett, Harris Bank Hoffman-Schaumburg, Harris
Bank Aurora, N.A., Suburban Bank of Barrington, Harris Bank Elk Grove, N.A.,
Harris Bank Marengo, Harris Bank Cary-Grove, Harris Bank Westchester, Harris
Bank Huntley and Harris Bank Woodstock (collectively referred to below as the
"Suburban Banks" and sometimes individually as a "Suburban Bank") have adopted
Employees' Savings and Profit Sharing Plan of Bank of Montreal/ Harris (the
"Harris Plan") as an amendment, restatement and continuation of the profit
sharing plan maintained by the Suburban Banks (the "Suburban Plan"), and the
trust forming a part of the Suburban Plan was merged into and continued in the
form of Employees' Savings and Profit Sharing Trust Fund of Bank of
Montreal/Harris, effective July 1, 1995.

         W-2. Participation in the Harris Plan. Salaried and regular hourly
employees of the Suburban Banks on December 31, 1994 will become participants in
the Harris Plan on the Effective Date. Other employees of the Suburban Banks
will become participants in the Harris Plan on the date they satisfy the
eligibility requirements of the Harris Plan. The last continuous period of
employment of an employee with the Suburban Banks prior to the Effective Date
shall be included in his credited service for purposes of determining when he
satisfies the eligibility requirements of the Harris Plan; provided that
salaried and regular hourly employees of the Suburban Banks on December 31, 1994
will be deemed to have completed two years of credited service on the Effective
Date for purposes of subsection 3.7 of the Harris Plan.

         W-3. Accounts. The Committee shall establish a separate account under
the Harris Plan in the name of each participant in the Suburban Plan whose
interest thereunder is transferred to the Harris Plan, with an opening balance
equal to the amount transferred to the Harris Plan on his behalf.

         W-4. Use of Terms. All terms and provisions of the Harris Plan shall
apply to this Supplement W, except that where the terms and provisions of the
Harris Plan and this Supplement W conflict, the terms and provisions of this
Supplement W shall govern.



                                       W-1







<PAGE>
                                  SUPPLEMENT X
                                       TO
                   EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                                       OF
                             BANK OF MONTREAL/HARRIS

                         COVERAGE OF FORMER EMPLOYEES OF
                          HOUSEHOLD INTERNATIONAL, INC.

            X-1. Introduction. On or about June 29, 1996, Harris Trust and
Savings Bank ("Harris") acquired certain facilities and operations of Household
International, Inc. ("Household"), and certain employees of Household
("Transferred Employees") transferred to employment with Harris. Harris
maintains Employees' Savings and Profit Sharing Plan of Bank of Montreal/Harris
(the "Harris Plan") for the benefit of its eligible employees. Prior to their
employment by Harris, certain Transferred Employees were covered under Household
International Tax Reduction Incentive Plan ("TRIP").

            X-2. Participation in the Harris Plan. Transferred Employees who
were covered under TRIP immediately prior to their employment with Harris will
become participants in the Harris Plan effective as of the date of their
employment by Harris. Other Transferred Employees will become participants in
the Harris Plan upon the completion of one year of credited service and
satisfaction of the other requirements of subsection 2.1 of the Harris Plan. A
Transferred Employee's last continuous period of employment with Household prior
to his employment by Harris shall be included in his credited service.

            X-3. Use of Terms. All terms and provisions of the Harris Plan shall
apply to this Supplement X, except that where the terms and provisions of the
Harris Plan and this Supplement X conflict, the terms and provisions of this
Supplement X shall govern.




                                       X-1
<PAGE>
                                  SUPPLEMENT Y
                                       TO
                   EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                                       OF
                             BANK OF MONTREAL/HARRIS

                           ADOPTION BY BURNS FRY INC.

            Y-1. Introduction. Effective as of January 1, 1997 (the "Effective
Date"), Burns Fry Inc. ("Burns Fry") has adopted Employees' Savings and Profit
Sharing Plan of Bank of Montreal/Harris (the "Harris Plan") for the benefit of
its employees who are residents of and employed in the United States of America
("U.S. employees").

            Y-2. Participation in the Harris Plan. Beginning on the Effective
Date, U.S. employees of Burns Fry will become participants in the Harris Plan on
the date they satisfy the eligibility requirements of the Harris Plan.

            Y-3. Service. A U.S. employee's service with Burns Fry prior to the
Effective Date shall be included in his credited service under the Harris Plan.

            Y-4. Use of Terms. All terms and provisions of the Harris Plan shall
apply to this Supplement Y, except that where the terms and provisions of the
Harris Plan and this Supplement Y conflict, the terms and provisions of this
Supplement Y shall govern.




                                       Y-1
<PAGE>
                                  SUPPLEMENT Z
                                       TO
                   EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                                       OF
                             BANK OF MONTREAL/HARRIS

                    COVERAGE OF FORMER EMPLOYEES OF KEY CORP.

            Z-1. Introduction. On and after January 2, 1997, Harris Trust and
Savings Bank ("Harris") acquired certain shareholder services operations of Key
Corp. ("Key"), and certain employees of Key ("Transferred Employees")
transferred to employment with Harris. Harris maintains Employees' Savings and
Profit Sharing Plan of Bank of Montreal/Harris (the "Harris Plan") for the
benefit of its eligible employees.

            Z-2. Participation in the Harris Plan. Transferred Employees will
become participants in the Harris Plan upon satisfaction of the requirements of
subsection 2.1 of the Harris Plan. A Transferred Employee's last continuous
period of employment with Key prior to his employment by Harris shall be
included in his credited service.

            Z-3. Use of Terms. All terms and provisions of the Harris Plan shall
apply to this Supplement Z, except that where the terms and provisions of the
Harris Plan and this Supplement Z conflict, the terms and provisions of this
Supplement Z shall govern.




                                       Z-1
<PAGE>
                                  SUPPLEMENT AA
                                       TO
                   EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                                       OF
                             BANK OF MONTREAL/HARRIS

             ADOPTION BY BURKE, CHRISTENSEN & LEWIS SECURITIES, INC.



            AA-1. Introduction. Effective as of January 1, 2000 (the "Effective
Date"), Burke, Christensen & Lewis Securities, Inc. ("BCL") will become an
adopting employer under the Employees' Savings and Profit Sharing Plan of Bank
of Montreal/ Harris (the "Harris Plan"), the Harris Plan will be considered an
amendment, restatement and continuation of the profit sharing plan maintained by
BCL (the "BCL Plan"), and the trust forming a part of the BCL Plan was merged
into and became part of the trust in the form of Employees' Savings and Profit
Sharing Trust Fund of Bank of Montreal/Harris, effective January 1, 2000.

            AA-2. Participation in the Harris Plan. Any employee of BCL on the
effective Date will become eligible to participate in the Harris Plan on the
Effective Date. Other employees of BCL will become participants in the Harris
Plan on the date they satisfy the eligibility requirements of the Harris Plan.
The last continuous period of employment of an employee of BCL prior to the
Effective Date shall be included in his credited service for purposes of
determining when he satisfies the eligibility requirements under the Harris
Plan.

            AA-3. Accounts. The Committee shall establish separate accounts
under the Harris Plan in the name of each participant in the BCL Plan whose
interest thereunder is transferred to the Harris Plan (a "BCL Account"), with an
opening balance of each account equal to the amount transferred from that
account in the BCL Plan to the Harris Plan on his behalf.

            AA-4. Installment Payments. Any participant in the BCL Plan whose
interest thereunder is transferred to the Harris Plan may elect to receive the
balance of his BCL Account and accounts under the Harris Plan in substantially
equal annual installment payments (other than a life annuity); provided that the
present value of the benefits payable to the participant during his expected
lifetime shall be more than fifty percent (50%) of the present value of his BCL
Account. These installment payments should not exceed a period exceeding the
participant's life expectancy (or the joint life expectancy of the participant
and his spouse).

            AA-5. Use of Terms. All terms and provisions of the Harris Plan
shall apply to this Supplement AA, except that where the terms and provisions of
the Harris Plan



                                      AA-1
<PAGE>
and this Supplement AA conflict, the terms and provisions of this Supplement AA
shall govern.

                                      AA-2
<PAGE>
                                  SUPPLEMENT BB
                                       TO
                   EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                                       OF
                             BANK OF MONTREAL/HARRIS

                         COVERAGE OF FORMER EMPLOYEES OF
                             VILLAGE BANK OF NAPLES

            BB-1. Introduction. On July 3, 2000, Harris Trust and Savings Bank
(or an affiliate) ("Harris") acquired the stock of Village Bank of Naples
("Naples"), and certain employees of Naples ("Transferred Employees") began
employment with an employer. Harris maintains Employees' Savings and Profit
Sharing Plan of Bank of Montreal/Harris (the "Harris Plan") for the benefit of
its eligible employees.

            BB-2. Participation in the Harris Plan. The Transferred Employees
will become participants in the Harris Plan upon the later of: (1) satisfaction
of the requirements of subsection 2.1 of the Harris Plan; or (2) July 3, 2000.

            BB-3. Service. A Transferred Employee's last continuous period of
employment with Naples prior to his employment by Harris shall be included in
his credited service for purposes of determining whether he has satisfied
eligibility requirements under the Harris Plan.

            BB-4. Use of Terms. All terms and provisions of the Harris Plan
shall apply to this Supplement BB, except that where the terms and provisions of
the Harris Plan and this Supplement BB conflict, the terms and provisions of
this Supplement BB shall govern.


                                      BB-1
<PAGE>
                                  SUPPLEMENT CC
                                       TO
                   EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                                       OF
                             BANK OF MONTREAL/HARRIS

                         COVERAGE OF FORMER EMPLOYEES OF
                             FREEMAN WELWOOD COMPANY

            CC-1. Introduction. Harris Trust and Savings Bank (or an affiliate)
("Harris") has acquired the stock of Freeman Welwood Company ("Freeman"), and
certain employees of Freeman ("Transferred Employees") began employment with an
employer thereafter. Harris maintains Employees' Savings and Profit Sharing Plan
of Bank of Montreal/Harris (the "Harris Plan") for the benefit of its eligible
employees.

            CC-2. Participation in the Harris Plan. The Transferred Employees
will become participants in the Harris Plan upon the later of: (1) satisfaction
of the requirements of subsection 2.1 of the Harris Plan; or (2) October 1,
2000.

            CC-3. Service. A Transferred Employee's last continuous period of
employment with Freeman prior to his employment by Harris shall be included in
his credited service for purposes of determining whether he has satisfied the
eligibility requirements under the Harris Plan.

            CC-4. Use of Terms. All terms and provisions of the Harris Plan
shall apply to this Supplement CC, except that where the terms and provisions of
the Harris Plan and this Supplement CC conflict, the terms and provisions of
this Supplement CC shall govern.


                                      CC-1
<PAGE>
                                  SUPPLEMENT DD
                                       TO
                   EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                                       OF
                             BANK OF MONTREAL/HARRIS

                         COVERAGE OF FORMER EMPLOYEES OF
                                  CENTURY BANK

            DD-1. Introduction. On December 15, 2000, Harris Trust Bank of
Arizona, an affiliate of Harris Trust and Savings Bank ("Harris") acquired the
stock of Century Bank ("Century"), and certain employees of Century
("Transferred Employees") began employment with an employer. Harris maintains
Employees' Savings and Profit Sharing Plan of Bank of Montreal/Harris (the
"Harris Plan") for the benefit of its eligible employees.

            DD-2. Participation in the Harris Plan. The Transferred Employees
will become participants in the Harris Plan upon the later of: (1) satisfaction
of the requirements of subsection 2.1 of the Harris Plan; or (2) December 15,
2000.

            DD-3. Service. A Transferred Employee's last continuous period of
employment with Century prior to his employment by Harris shall be included in
his credited service for purposes of determining whether he has satisfied the
eligibility requirements under the Harris Plan.

            DD-4. Use of Terms. All terms and provisions of the Harris Plan
shall apply to this Supplement DD, except that where the terms and provisions of
the Harris Plan and this Supplement DD conflict, the terms and provisions of
this Supplement DD shall govern.



                                      DD-1
<PAGE>
                                  SUPPLEMENT EE
                                       TO
                   EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                                       OF
                             BANK OF MONTREAL/HARRIS

           MERGER OF VILLAGE BANC OF NAPLES 401(k) PROFIT SHARING PLAN

            EE-1. Introduction. Effective July 3, 2000, Harris Trust and Savings
Bank (or an affiliate) ("Harris") acquired the stock of Village Banc of Naples
("Naples") and the eligible employees of Naples began participation in the
Employees' Savings and Profit Sharing Plan of Bank of Montreal/Harris ("Harris
Plan") on that date. To simplify the administration of the retirement accounts
of these employees, the Village Banc of Naples 401(k) Profit Sharing Plan (the
"Naples Plan") will be merged into the Harris Plan.

            EE-2. Merger of Naples Plan and Trust into Harris Plan and Trust.
Subsection 13.5 of the Harris Plan allows mergers with other defined
contribution plans. The Committee will determine when the Naples Plan (and trust
thereunder) will be merged into and become a part of the Harris Plan (and trust
thereunder).

            EE-3. Accounts. The Committee shall establish separate accounts
under the Harris Plan in the name of each participant in the Naples Plan whose
interest thereunder is transferred to the Harris Plan (a "Naples Account"), with
an opening balance of that account equal to the amount transferred from that
account in the Naples Plan to the Harris Plan.

            EE-4. Forfeitures. All of the participants in the Naples Plan were
fully vested prior to the merger, and therefore no forfeitures were transferred
to the Harris Plan.

            EE-5. Installment Distributions. The Naples Plan allowed for
participants to elect installment payments, but this provision was eliminated,
in accordance with IRS regulations, prior to the merger of the Naples Plan into
the Harris Plan.

            EE-6. Use of Terms. All terms and provisions of the Harris Plan
shall apply to this Supplement EE, except that where the terms and provisions of
the Harris Plan and this Supplement EE conflict, the terms and provisions of
this Supplement EE shall govern.



                                      EE-1
<PAGE>
                                  SUPPLEMENT FF
                                       TO
                   EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                                       OF
                             BANK OF MONTREAL/HARRIS

                MERGER OF CENTURY BANK 401(k) PROFIT-SHARING PLAN

            FF-1. Introduction. Effective December 15, 2000, Harris Trust Bank
of Arizona, an affiliate of Harris Trust and Savings Bank ("Harris") acquired
the stock of Century Bank ("Century") and the eligible employees of Century
began participation in the Employees' Savings and Profit Sharing Plan of Bank of
Montreal/Harris ("Harris Plan") on that date. To simplify the administration of
the accounts of these employees, the Century Bank 401(k) Profit-Sharing Plan
("Century Plan") will be merged into the Harris Plan.

            FF-2. Merger of Century Plan into Harris Plan. Subsection 13.5 of
the Harris Plan allows mergers with other defined contribution plans. The
Committee will determine when the Century Plan (and trust thereunder) will be
merged into and become a part of the Harris Plan (and trust thereunder).

            FF-3. Accounts. The Committee shall establish separate accounts
under the Harris Plan in the name of each participant in the Century Plan whose
interest thereunder is transferred to the Harris Plan (a "Century Account"),
with an opening balance of that account equal to the amount transferred from
that account in the Century Plan to the Harris Plan.

            FF-4. Forfeitures. All of the participants in the Century Plan were
fully vested prior to the merger, and therefore no forfeitures were transferred
to the Harris Plan.

            FF-5. Installment and Hardship Distributions. The Century Plan
allowed for participants to elect installment or hardship distributions, but
these provisions were eliminated, in accordance with IRS regulations, prior to
the merger of the Century Plan into the Harris Plan.

            FF-6. Use of Terms. All terms and provisions of the Harris Plan
shall apply to this Supplement FF, except that where the terms and provisions of
the Harris Plan and this Supplement FF conflict, the terms and provisions of
this Supplement FF shall govern.



                                      FF-1
<PAGE>
                                  SUPPLEMENT GG
                                       TO
                   EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                                       OF
                             BANK OF MONTREAL/HARRIS

             ELIGIBILITY OF FIRST NATIONAL BANKCORP, INC. EMPLOYEES
             AND MERGER OF FIRST NATIONAL BANKCORP, INC. 401(K) PLAN

            GG-1. Introduction. On July 13, 2001, Harris Trust and Savings Bank
(or an affiliate) ("Harris") acquired all of the common stock of First National
Bankcorp. Inc. (a/k/a First National Bank of Joliet) ("Joliet") and eligible
employees of Joliet began employment with an employer (the "Transferred
Employees"). Harris maintains the Employees' Savings and Profit Sharing Plan of
Bank of Montreal/Harris ("Harris Plan").

            GG-2. Participation in Harris Plan. The Transferred Employees will
become participants in the Harris Plan upon the later of: (1) satisfaction of
the requirements of subsection 2.1 of the Harris Plan; or (2) August 1, 2001.

            GG-3. Service. A Transferred Employee's last continuous period of
employment with Joliet prior to his employment by Harris shall be included in
his credited service for purposes of determining whether he has satisfied the
eligibility requirements under the Harris Plan. However, any service before
August 1, 2001 shall not be included in determining whether two years have
elapsed for purposes of any withdrawals under subsection 8.2.

            GG-4. Merger of First National Bankcorp, Inc. 401(k) Plan into
Harris Plan. Subsection 13.5 of the Harris Plan allows mergers with other
defined contribution plans. To simplify administration of the retirement
accounts of the Transferred Employees, the First National Bankcorp, Inc. 401(k)
Plan ("Joliet Plan") will be merged into the Harris Plan on a date determined by
the Committee. Effective on the date of the merger, the Joliet Plan (and trust
thereunder) will be merged into and become a part of the Harris Plan (and trust
hereunder).

            GG-5. Accounts. The Committee shall establish separate accounts
under the Harris Plan in the name of each participant in the Joliet Plan whose
interest is transferred to the Harris Plan (a "Joliet Account"), with an opening
balance of that account equal to the amount transferred from that account in the
Joliet Plan to the Harris Plan.

            GG-6. Annuity Payments. The Joliet Plan allowed for participants to
elect annuity distributions. In accordance with IRS regulations, any annuity
distribution option



                                      GG-1
<PAGE>
under the Joliet Plan is eliminated, effective 90 days after participants
receive a notice satisfying the requirements of the IRS Regulations.

            GG-7. Hardships. The Joliet Plan allowed for distributions on
account of "hardship." Effective upon merger of the Joliet Plan into the Harris
Plan, this hardship distribution provision is eliminated.

            GG-8. Forfeitures. Participants in the Joliet Plan on July 13, 2001
who were employed by an employer were fully vested in their accounts.
Participants who were not employed by an employer on July 13, 2001 incurred a
forfeiture, and such forfeitures shall be used to reduce employer matching
contributions under the plan. If any participant who incurred a forfeiture is
reemployed by an employer before he incurs 5 one year breaks in service (as
defined in the Joliet Plan) and repays the vested distributed amount to the
Plan, he will have such forfeiture restored and shall be fully vested in his
accounts at all times.

            GG-9. Use of Terms. All terms and provisions of the Harris Plan
shall apply to this Supplement GG, except that where the terms and provisions of
the Harris Plan and this Supplement GG conflict, the terms and provisions of
this Supplement GG shall govern.



                                      GG-2
<PAGE>
                                  SUPPLEMENT HH
                                       TO
                   EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                                       OF
                             BANK OF MONTREAL/HARRIS

                MERGER OF FIRST NATIONAL BANKCORP, INC. EMPLOYEE
                       PROFIT SHARING AND RETIREMENT PLAN

            HH-1. Introduction. On July 13, 2001, Harris Trust and Savings Bank
(or an affiliate) ("Harris") acquired all of the common stock of First National
Bancorp, Inc. (a/k/a First National Bank of Joliet) ("Joliet") and eligible
employees of Joliet commenced employment with the employer (the "Transferred
Employees"). The purpose of this Supplement HH is to provide for the
continuation and merger of the First National Bancorp, Inc. Employee Profit
Sharing and Retirement Plan ("Joliet Profit Sharing Plan") into the plan.

            HH-2. Merger of Joliet Profit Sharing Plan. Pursuant to subsection
13.5 of the plan, and effective on or about March 31, 2002 (the "merger date"),
the Joliet Profit Sharing Plan, and the trust thereunder, shall merge into the
Harris Plan, and the trust thereunder.

            HH-3. Participation and Eligibility. The Transferred Employees
became participants in the plan on August 1, 2001, in accordance with the plan's
terms of eligibility under subsection 2.1.

            HH-4. Transfer of Accounts. On or about the merger date, all account
balances of Joliet Profit Sharing Plan participants maintained under the Joliet
Profit Sharing Plan on the merger date shall be transferred to the plan and
shall be held and distributed pursuant to the terms of the plan and in
accordance with Code Sections 401(a)(12), 411(d)(6) and 414(l). The committee
will maintain a separate account (`Joliet Profit Sharing Account') on behalf of
each Joliet Profit Sharing Plan participant to properly reflect the account
balances transferred pursuant to this Supplement HH. Joliet Profit Sharing Plan
Accounts shall be adjusted in the manner provided in subsection 7.4 of the plan.

            HH-5. Vesting of Transferred Accounts. A participant shall have a
nonforfeitable interest in his Joliet Profit Sharing Account on and after the
merger date.

            HH-6. Use of Terms. All terms and provisions of this plan shall
apply to this Supplement HH except that where the terms and provisions of this
plan and this Supplement HH conflict, the terms and provisions of this
Supplement HH shall govern.

                                      HH-1
<PAGE>
                                  SUPPLEMENT II
                                       TO
                   EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                                       OF
                             BANK OF MONTREAL/HARRIS

                           ADOPTION BY CSFBDIRECT INC.

            II-1. Introduction. Effective as of February 1, 2002 (the "Effective
Date"), CSFBDirect Inc. ("CSFB") will become an adopting employer under the
Employees' Savings and Profit Sharing Plan of Bank of Montreal/ Harris (the
"Harris Plan").

            II-2. Participation in the Harris Plan. Any employee of CSFB on or
after the Effective Date will become eligible to participate in the Harris Plan
on the later of: (1) satisfaction of the requirements of subsection 2.1; or (2)
February 1, 2002.

            II-3. Use of Terms. All terms and provisions of the Harris Plan
shall apply to this Supplement II, except that where the terms and provisions of
the Harris Plan and this Supplement II conflict, the terms and provisions of
this Supplement II shall govern.



                                      II-1
<PAGE>
                                  SUPPLEMENT JJ
                                       TO
                   EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                                       OF
                             BANK OF MONTREAL/HARRIS

          ADOPTION BY NORTHWESTERN TRUST AND INVESTORS ADVISORY COMPANY

            JJ-1. Introduction. Effective as of April 1, 2002 (the "Effective
Date"), Northwestern Trust and Investors Advisory Company ("Northwestern") will
become an adopting employer under the Employees' Savings and Profit Sharing Plan
of Bank of Montreal/ Harris (the "Harris Plan").

            JJ-2. Participation in the Harris Plan. Any employee of Northwestern
on or after the Effective Date will become eligible to participate in the Harris
Plan on the later of: (1) satisfaction of the requirements of subsection 2.1; or
(2) April 1, 2002.

            JJ-3. Use of Terms. All terms and provisions of the Harris Plan
shall apply to this Supplement JJ, except that where the terms and provisions of
the Harris Plan and this Supplement JJ conflict, the terms and provisions of
this Supplement JJ shall govern.




                                      JJ-1