EX-4.1



 Exhibit 4.1 

BANK OF MONTREAL 

OMNIBUS DEFERRED SHARE UNIT PLAN 

Effective: September 30, 2013 







 TABLE OF CONTENTS 

 

							
	 TABLE OF CONTENTS
	  	 	2	 
		
	 ARTICLE 1
	  	 	5	 
		
	 PURPOSE
	  	 	5	 
			
	 1.1
	    	 Purpose
	  	 	5	 
			
	 1.2
	    	 Effective Date
	  	 	5	 
		
	 ARTICLE 2
	  	 	5	 
		
	 INTERPRETATION
	  	 	5	 
			
	 2.1
	    	 Definitions
	  	 	5	 
			
	 2.2
	    	 Statutory References
	  	 	8	 
			
	 2.3
	    	 Certain Rules of Interpretation
	  	 	8	 
		
	 ARTICLE 3
	  	 	9	 
		
	 AWARDS
	  	 	9	 
			
	 3.1
	    	 Deferral of Variable Incentive Compensation
	  	 	9	 
			
	 (a)
	    	 Required Deferral of Variable Incentive Compensation
	  	 	9	 
			
	 (b)
	    	 Voluntary Deferral of Variable Incentive Compensation
	  	 	9	 
			
	 (c)
	    	 Election Procedures
	  	 	9	 
			
	 (d)
	    	 Vesting
	  	 	9	 
			
	 3.2
	    	 Discretionary Grants of Deferred Share Units
	  	 	9	 
			
	 (a)
	    	 Discretionary Grants
	  	 	9	 
			
	 (b)
	    	 Acknowledgement of Grant
	  	 	10	 
			
	 (c)
	    	 Vesting of Grant
	  	 	10	 
			
	 (d)
	    	 Forfeiture of Grant of Deferred Share Units
	  	 	11	 
			
	 (e)
	    	 Discretion to Make Adjustments
	  	 	11	 
			
	 (f)
	    	 Financial Restatement
	  	 	11	 
			
	 3.3
	    	 Credit of Deferred Share Units
	  	 	12	 
			
	 3.4
	    	 Value of a Deferred Share Unit
	  	 	12	 


  
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	 3.5
	    	 Currency
	  	 	12	 
			
	 3.6
	    	 Currency Conversion
	  	 	12	 
			
	 3.7
	    	 Credit of Dividend Equivalents
	  	 	12	 
		
	 ARTICLE 4
	  	 	13	 
		
	 REDEMPTION AND FORFEITURE
	  	 	13	 
			
	 4.1
	    	 Redemption of Units
	  	 	13	 
			
	 4.2
	    	 Redemption Date
	  	 	13	 
			
	 4.3
	    	 Partial Redemption
	  	 	13	 
			
	 4.4
	    	 Redemption Notice(s) (Except as Otherwise Provided in Exhibit A)
	  	 	14	 
			
	 (a)
	    	 Retirement and Termination without Cause
	  	 	14	 
			
	 (b)
	    	 Termination with Cause or Resignation
	  	 	14	 
			
	 (c)
	    	 Death
	  	 	14	 
			
	 (d)
	    	 Payment Form
	  	 	15	 
			
	 (e)
	    	 Effective Date of Separation
	  	 	15	 
		
	 ARTICLE 5
	  	 	15	 
		
	 REORGANIZATION AND DIVESTITURE
	  	 	15	 
			
	 5.1
	    	 Adjustments and Reorganizations
	  	 	15	 
		
	 ARTICLE 6
	  	 	16	 
		
	 GENERAL
	  	 	16	 
			
	 6.1
	    	 Transferability of Awards
	  	 	16	 
			
	 6.2
	    	 No Right to Future Grants
	  	 	16	 
			
	 6.3
	    	 Participation is Voluntary: No Right to Employment
	  	 	16	 
			
	 6.4
	    	 Unfunded Plan
	  	 	16	 
			
	 6.5
	    	 Successors and Assigns
	  	 	16	 
			
	 6.6
	    	 Administration
	  	 	16	 
			
	 6.7
	    	 Delegation
	  	 	17	 


  
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	 6.8
	    	 Plan Amendment
	  	 	17	 
			
	 6.9
	    	 Plan Termination
	  	 	17	 
			
	 6.10
	    	 Value of Deferred Share Units Not Guaranteed]
	  	 	18	 
			
	 6.11
	    	 Determination of Value if Common Shares Not Publicly Traded
	  	 	18	 
			
	 6.12
	    	 No Advice on Deferred Share Units
	  	 	18	 
			
	 6.13
	    	 Final Determination
	  	 	18	 
			
	 6.14
	    	 Tax Matters and Withholding
	  	 	18	 
			
	 6.15
	    	 Governing Law
	  	 	19	 
			
	 6.16
	    	 Severability
	  	 	19	 
			
	 6.17
	    	 Electronic Delivery
	  	 	19	 
			
	 6.18
	    	 Country Specific Provisions
	  	 	19	 
			
	 6.19
	    	 Consent to Data Transfer
	  	 	20	 
		
	 EXHIBIT A
	  	 	21	 
		
	 COUNTRY SPECIFIC PROVISIONS FOR DEFERRED SHARE UNITS
	  	 	21	 
		
	 US Taxfilers
	  	 	21	 
			
	 1.
	    	 Redemption of Units
	  	 	21	 
			
	 2.
	    	 Payment Form
	  	 	21	 
			
	 3.
	    	 Redemption Date and Payment Date
	  	 	22	 
			
	 4.
	    	 Valuation
	  	 	22	 
			
	 5.
	    	 Plan Interpretation and Compliance with Canadian Tax Rules for Dual Taxpayers
	  	 	22	 
			
	 6.
	    	 Prohibition on Becoming an Independent Contractor
	  	 	23	 
			
	 7.
	    	 Payment Provisions for Grandfathered US Tax Filers
	  	 	23	 
			
	 8.
	    	 Claim Procedure for Benefits
	  	 	26	 
		
	 United Kingdom
	  	 	27	 


  
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 BANK OF MONTREAL 

OMNIBUS DEFERRED SHARE UNIT PLAN 

ARTICLE 1 
 PURPOSE

  

	1.1	Purpose 

 Bank of Montreal Omnibus Deferred Share Unit Plan (the “Plan”) is intended to
enhance the Bank’s ability to attract and retain high quality employees, to promote a greater alignment of interests between employees and the shareholders of the Bank, and to align deferral and risk with a longer time horizon. To the extent
that an Eligible Employee is subject to taxation under the Income Tax Act (Canada) due to his/her residency or employment duties, the terms of the Plan are intended to comply with the Canadian Tax Rules and shall be interpreted and
administered so as to comply simultaneously with the Canadian Tax Rules and any other applicable laws. 
  

	1.2	Effective Date 

 The Plan became effective as of September 30, 2013. The Plan is a successor to and
a continuation of the existing Deferred Share Unit awards governed under the Bank of Montreal Deferred Stock Unit Plan for Executive Officers effective as of September 28, 2012, the Bank of Montreal Deferred Stock Unit Plan for Senior Officers
effective as of September 28, 2012, the Bank of Montreal Deferred Stock Unit Plan for US Executive Officers effective as of September 28, 2012, the Bank of Montreal Deferred Stock Unit Plan for US Senior Officers effective as of
September 28, 2012, and BMO Nesbitt Burns Private Client Division Deferred Stock Unit Plan effective as of February 1, 2013, all of which will be governed under this Plan as revised, amended and restated effective September 30, 2013.

 ARTICLE 2 

INTERPRETATION 
  

	2.1	Definitions 

 As used in the Plan, the following terms have the respective meanings: 

 

	 	(a)	“Account” means a bookkeeping account maintained for each Participant on the books of the Bank which will be credited with Deferred Share Units, including Dividend Equivalents, in accordance with the
terms of the Plan and the terms of Participant’s Election or Acknowledgement. 

  

	 	(b)	“Acknowledgement” means, with respect to a Grant of Deferred Share Units, the acknowledgement to be completed and submitted by a Participant pursuant to Section 3.2. 


  
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	 	(c)	“Administrator” means the senior officer of the Bank responsible for human resources or any other individual(s) designated by him or her or by the Chief Executive Officer. 


 

	 	(d)	“Affiliate” means an entity which is an “affiliated entity” within the meaning given to such term in the Bank Act (Canada). 


 

	 	(e)	“Bank” means Bank of Montreal and its successors. 

  

	 	(f)	“Bank Affiliate” means, with respect to any Eligible Employee who is: 

  

	 	(i)	subject to taxation solely under the Income Tax Act (Canada), any entity which is related or associated to the Bank, or any entity that is a member of a group of entities that do not deal at arm’s length
with the Bank, notwithstanding that they may not be related or associated for the purposes of such Act, where the terms “related”, “associated” and “arm’s length” have the meaning ascribed to such terms pursuant to
subsection 251(2), 256(1) and 251(1), respectively, of such Act; 

  

	 	(ii)	subject to taxation solely under U.S. tax laws, any entity that must be aggregated with the Bank under Code section 409A; and 

  

	 	(iii)	subject to taxation under both U.S. tax laws and the Income Tax Act (Canada), any entity included in either (i) or (ii) above. 


 

	 	(g)	“Board” means the Board of Directors of the Bank. 

  

	 	(h)	“Canadian Tax Rules” means paragraph 6801(d) of the regulations to the Income Tax Act (Canada) and the related administrative policies and assessing practices of the Canada Revenue Agency.


  

	 	(i)	“Cause” means “cause” as defined in the Participant’s employment agreement with the Bank or an Affiliate of the Bank, or if such term is not defined or if the Participant has not entered
into an employment agreement with the Bank or an Affiliate of the Bank, then as such term is defined by applicable law or, if not so defined, such term shall refer to circumstances where an employer can terminate an individual’s employment
without notice; provided, however, that for U.S. Taxfilers, such circumstances shall be limited to those following the Participant’s engagement in any misconduct, dishonesty, insubordination or other act adversely affecting the goodwill of the
Bank or an Affiliate of the Bank, or adversely affecting the Bank’s or an Affiliate of the Bank’s relationships with their customers. 

  

	 	(j)	“Code” means the United States Internal Revenue Code of 1986, as amended. 

  

	 	(k)	“Committee” means the Human Resources Committee of the Board of Directors of the Bank, or such other persons designated by the Bank’s Board of Directors. 


  
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	 	(l)	“Common Share” means a common share of the Bank or, in the event of an adjustment contemplated by Section 5.1 such other number or type of securities as the Committee may determine.


  

	 	(m)	“Deadline” has the meaning given in Section 4.2. 

  

	 	(n)	“Deferred Share Unit” means a bookkeeping entry equivalent in value to a Common Share, credited to a Participant in accordance with the Plan. 


 

	 	(o)	“Dividend Equivalents” means a bookkeeping entry whereby each Deferred Share Unit is credited with the equivalent amount of the dividend paid on a Common Share in accordance with Section 3.7.


  

	 	(p)	“Election” means, with respect to any award, the election in the form established by the Administrator from time to time, to be completed and submitted by the Eligible Employee pursuant to
Section 3.1. 

  

	 	(q)	“Eligible Employee” means an employee of the Bank, or of a corporation that is an Affiliate of the Bank, who is eligible to participate in the Plan. The Board shall, in its sole discretion, determine if
the CEO will participate in the Plan. The Committee, the CEO or their designates shall, in their sole discretion determine which employees or categories of employees of the Bank and its Affiliates (other than the CEO of the Bank) shall be eligible
to participate in the Plan. 

  

	 	(r)	“Grant” means a discretionary grant of Deferred Share Units made to an Eligible Employee pursuant to Section 3.2. 


 

	 	(s)	“Participant” means an Eligible Employee who has been credited with Deferred Share Units pursuant to Section 3.1 and/or 3.2. An Eligible Employee who has been credited with Deferred Share Units
shall remain a Participant in the Plan with respect to any Deferred Share Units credited to him or her under Section 3.1 and/or 3.2 until the time that all such Deferred Share Units have vested and been redeemed or cancelled under the terms of
the Plan. 

  

	 	(t)	“Performance Period” means a fiscal year of the Bank and/or a period defined by the Administrator for purpose of Variable Incentive Compensation, as outlined in the Election or Acknowledgement.


  

	 	(u)	“Plan” means Bank of Montreal Omnibus Deferred Share Unit Plan. 

  

	 	(v)	“Redemption Date” means the date on which the Deferred Share Units in a Participant’s Account are valued for redemption and are thereafter payable to a Participant or his or her beneficiary or
legal representative, as applicable, in accordance with Section 4.2. 

  

	 	(w)	 “Retire” means termination of employment of a Participant from active employment with the Bank and its Affiliates (other than for
Cause) (i) after 



  
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attaining such age and service thresholds necessary to receive a pension benefit under any pension program of the Bank or the Affiliate applicable to the Participant at the time of termination;
(ii) if the Participant does not participate in any such pension program, in accordance with the retirement policies of the Bank or its Affiliate, as applicable, at the time of termination; or (iii) at or after such lesser age and service
thresholds as the Committee may determine; and “Retirement” shall have a similar meaning. 

  

	 	(x)	“Separation” means, with respect to a Participant, the Retirement or other cessation (other than by reason of the Participant’s death) of employment or service on the Board of the Bank and any Bank
Affiliate. 

  

	 	(y)	“Valuation Date” means the date or dates specified in the Election or Acknowledgement as the date(s) on which all or part of the deferral of Variable Incentive Compensation or a Grant of Deferred Share
Units shall be valued and thereafter credited to the Participant’s Account. 

  

	 	(z)	“Value” of a Deferred Share Unit at any particular date means the amount determined pursuant to Section 3.4, except as otherwise provided in Exhibit A. 


 

	 	(aa)	“Variable Incentive Compensation” means a short term incentive award, commission or other variable monetary award that is contingent on discretion, performance or results achieved, as the Committee
determines is eligible for the Plan. 

  

	2.2	Statutory References 

 A reference to a statute includes all rules and regulations made pursuant to such
statute and, unless otherwise specified, the provisions of any statute, rule or regulation which amends, supplements or supersedes any such statute or any such rule or regulation. 

 

	2.3	Certain Rules of Interpretation 

  

	 	(a)	Words importing the singular meaning shall include the plural and vice versa, and words importing the masculine shall include the feminine and neuter genders. 


 

	 	(b)	Unless otherwise specified in a specific Plan provision, any reference to “days” means calendar days, not business days. 

  

	 	(c)	Whenever the Board, the Committee, the CEO, the Administrator or any delegate or designate of any of the foregoing is to exercise discretion in the administration of the terms and conditions of this Plan, the term
“discretion” means the sole and absolute discretion of the Board, the Committee, the CEO, the Administrator or the delegate or designate, as the case may be. 


 

	 	(d)	As used herein, the terms “Article”, “Section” and “Subsection” mean and refer to the specified Article, Section or Subsection of this Plan. 


  
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	 	(e)	Any exhibits constitute part of this Plan. 

 ARTICLE 3 

AWARDS 
  

	3.1	Deferral of Variable Incentive Compensation. 

  

	 	(a)	Required Deferral of Variable Incentive Compensation 

 The Committee may
determine prior to the commencement of any Performance Period that all or a specified percentage (up to 100%) of an Eligible Employee’s Variable Incentive Compensation in respect of such Performance Period shall be paid in the form of Deferred
Share Units, as the Administrator may specify in the Election. Any such determination by the Committee shall be irrevocable and binding, as to both the Eligible Employee and the Bank. 

 

	 	(b)	Voluntary Deferral of Variable Incentive Compensation 

 Each Eligible Employee
may elect to participate in the Plan for a Performance Period by specifying a percentage (from zero to 100%) of his or her Variable Incentive Compensation in respect of the Performance Period to be paid in the form of Deferred Share Units; provided
that (i) if the Committee has made a determination under Subsection 3.1(a), any lower percentage specified by the Eligible Employee shall be disregarded; and (ii) the total Value of the Deferred Share Units credited to the
Participant’s Account on the Valuation Date(s) cannot exceed such amounts, if any, as the Administrator may specify in the Election. 
  

	 	(c)	Election Procedures 

 An Election shall be made in accordance with the procedures
established by the Administrator from time to time, and before the commencement of the applicable Performance Period. The Administrator may establish different procedures for different jurisdictions in order to address applicable local legal and tax
considerations. Any Election under Section 3.1 shall be irrevocable and binding on both the Eligible Employee and the Bank. 
  

	 	(d)	Vesting 

 Deferred Share Units credited in accordance with this Section 3.1
will be fully vested upon being credited to a Participant’s Account. 
  

	3.2	Discretionary Grants of Deferred Share Units 

  

	 	(a)	Discretionary Grants 

 The Board, the Committee, the CEO, or an officer of the
Bank whom the CEO designates may, from time to time, make a discretionary Grant of Deferred Share 

  
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Units to any Eligible Employee separate from, and in addition to, any Deferred Share Units credited pursuant to Section 3.1 on such terms and conditions as the Board, the Committee, the CEO
or the CEO’s delegate or designate may prescribe. A Grant of Deferred Share Units pursuant to this Section 3.2 and the terms and conditions thereof shall be outlined in an Acknowledgement. Except as otherwise expressly provided in the
Acknowledgement, the provisions of this Plan shall apply to such Grant. In the event of a conflict between the terms and conditions of a Grant and the terms and conditions of an employment agreement between the Participant and the Bank or an
Affiliate of the Bank, the terms and conditions of the Grant shall govern. 
  

	 	(b)	Acknowledgement of Grant 

 By accepting the Grant, the Participant acknowledges
and agrees that: 
  

	 	(i)	the Deferred Share Units subject to the Grant are granted voluntarily by the Bank, are discretionary in nature, and may be modified, suspended, or terminated by the Bank at any time and do not create any contractual or
other right to receive future grants or cash or benefits in lieu thereof, even if such grants have been made repeatedly in the past; 

  

	 	(ii)	such Grant is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Bank or the Participant’s employer which are outside the scope of the
Participant’s employment contract, if any, and employment; 

  

	 	(iii)	the Grant is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments,
bonuses, long-service awards, pension or retirement benefits or welfare benefits or similar payments; 

  

	 	(iv)	in consideration of the Grant, no claim or entitlement to compensation or damages arises from forfeiture of the Deferred Share Units resulting from Participant’s termination for cause and Participant irrevocably
releases the Bank and the Employer from any such claim that may arise; and if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this award, Participant shall be deemed
irrevocably to have waived his or her entitlement to pursue and enforce such claim. 

  

	 	(c)	Vesting of Grant 

 A Grant will vest in accordance with the Acknowledgement.
Dividend Equivalents credited to a Participant’s Account pursuant to Section 3.7 shall vest in the same manner in proportion to the underlying Deferred Share Units to which 

  
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such Dividend Equivalents relate. Except as otherwise outlined in the Acknowledgement, if, while employed by the Bank or an Affiliate of the Bank, a Participant either (i) Retires from
employment with the Bank or its Affiliate; or (ii) dies; or (iii) becomes eligible for long-term disability benefits under the terms of the long-term disability plan sponsored by the Bank or an Affiliate of the Bank applicable to the
Participant, before the Deferred Share Units underlying the Grant are vested, such unvested Deferred Share Units shall accelerate and immediately vest. For greater certainty, notwithstanding the vesting of the Deferred Share Units underlying the
Grant, the Participant cannot redeem such Deferred Share Units except as provided in Article 4. 
  

	 	(d)	Forfeiture of Grant of Deferred Share Units 

 Except as otherwise determined by
the Committee and set out in the Acknowledgement, a Participant shall forfeit all Deferred Share Units underlying a Grant credited to the Participant’s Account together with any Dividend Equivalents credited in respect thereof if the
Participant: 
  

	 	(i)	before vesting of the Deferred Share Units underlying the Grant, (a) voluntarily terminates his or her employment other than by reason of Retirement, (b) is terminated without Cause or (c) is terminated
with Cause. 

  

	 	(ii)	after vesting of the Deferred Share Units underlying a Grant made from and after December 2013, is terminated with Cause. 

  

	 	(e)	Discretion to Make Adjustments  

 For Grants made from and after December, 2013,
the Committee, in respect of a Participant other than the CEO, and the Board, in respect of the CEO, may in its absolute and uncontrolled discretion, at any time after a Grant has been made to a Participant and prior to payment in respect of such
Grant, reduce the number of Deferred Share Units (including any related Dividend Equivalents) under the Grant, including reducing the number of Deferred Share Units (including any related Dividend Equivalents) relating thereto to zero, to take into
consideration risk and other factors. 
  

	 	(f)	Financial Restatement 

 For Grants made from and after December, 2013, or as may
be specified in the Participant’s Acknowledgement in the event that there is a restatement of the Bank’s quarterly or annual financial statements, adjustments may be made to reduce the number of Deferred Share Units (including any related
Dividend Equivalents) in each Grant relating to or made in the fiscal year for which the Bank’s annual financial statements have been restated, or containing the fiscal quarter for which the Bank’s quarterly financial statements have been
restated, (a) 

  
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with respect to the CEO, by the Board, and (b) with respect to Participants other than the CEO, by the Committee. 
  

	3.3	Credit of Deferred Share Units. 

 The number of Deferred Share Units (including fractional Deferred Share
Units) to be credited as of a Valuation Date shall be determined by dividing the amount of the Participant’s Variable Incentive Compensation to be deferred into Deferred Share Units and/or the dollar value of a Grant, as applicable, by the
Value of a Deferred Share Unit as determined in accordance with Section 3.4 below. 
  

	3.4	Value of a Deferred Share Unit 

  

	 	(a)	Crediting Value: Except as provided in Section 3.7, the Value of a Deferred Share Unit at the date of crediting to a Participant’s Account shall be equal to the average of the closing prices for Common
Shares on the Toronto Stock Exchange on the ten trading days immediately prior to and not including the Valuation Date(s). 

  

	 	(b)	Redemption Value: The Value of a Deferred Share Unit on any Redemption Date(s) shall be equal to the closing price of a Common Share on the Toronto Stock Exchange on the Redemption Date(s), except as set forth in
Exhibit A. 

  

	3.5	Currency 

 All amounts paid or values to be determined under the Plan shall be in Canadian dollars. 

 

	3.6	Currency Conversion 

 Any currency conversion required to be calculated for the purposes of the Plan will
be made at the Bank of Canada’s end of day rate of exchange on the day prior to the Redemption Date, Valuation Date or the prior trading day if the Redemption Date or the Valuation Date is not a trading day. 

 

	3.7	Credit of Dividend Equivalents 

  

	 	(a)	A Participant’s Account shall be credited with Dividend Equivalents in the form of additional Deferred Share Units (or fractions thereof) equivalent in value (as calculated pursuant to paragraph (b) of this
Section) to ordinary course cash dividends declared and paid on Common Shares, effective on the record date for the payment of such dividends, as if the Participant’s Deferred Share Units on such record date prior to the crediting of such
Dividend Equivalents were Common Shares held by the Participant on such record date. 

  

	 	(b)	 The number of additional Deferred Share Units (or fractions thereof) to be credited pursuant to paragraph (a) of this Section shall be calculated
by dividing (i) the actual amount of dividends that would have been received by the 



  
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Participant if the Participant’s Deferred Share Units on such record date prior to the crediting of such additional Deferred Share Units (or fractions thereof) were Common Shares held by the
Participant on such record date by (ii) the average of the closing prices for Common Shares on the Toronto Stock Exchange on the ten (10) trading days immediately prior to the date on which such dividends are declared on the Common Shares.


  

	 	(c)	For the avoidance of doubt, no Dividend Equivalents will be credited pursuant to paragraph (a) of this Section to a Participant’s Account in relation to Deferred Share Units that have been redeemed, forfeited
or cancelled before the applicable record date. 

 ARTICLE 4 

REDEMPTION AND FORFEITURE 
  

	4.1	Redemption of Units 

 Subject to applicable law, the provisions of Section 3.2 and the terms of any
grants made thereunder, except as otherwise outlined in Exhibit A, Deferred Share Units will be redeemable and the total Value of the Deferred Share Units redeemed shall be payable in cash by the Bank or a Bank Affiliate in accordance with the
applicable provisions of this Article 4 after the Participant’s death or Separation. The Participant or, in the case of the Participant’s death, his or her beneficiary (who shall be a dependant or relation of the Participant) or legal
representative, will redeem the Deferred Share Units by filing a notice of redemption in a form approved by the Administrator with the Compensation Operations and Equity Services Department of the Bank. 

 

	4.2	Redemption Date 

 Except as otherwise provided in Exhibit A, the Redemption Date shall be the date a
notice of redemption is so received in a form established by the Administrator or the next business day if the notice is received after 4:00 p.m., or such later date as may be specified in the notice of redemption. In no event will the Redemption
Date be later than December 1st of the first calendar year (the “Deadline”) that begins after the date of the Participant’s Separation or death and in no event shall payment be made later than December 31st of that calendar
year. 
  

	4.3	Partial Redemption 

 Except as otherwise provided in Exhibit A, a Participant and, in the case of such
Participant’s death, the Participant’s beneficiary or legal representative, may redeem Deferred Share Units in tranches, as specified in the Participant’s Election or Acknowledgement established by the Administrator. 

  
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	4.4	Redemption Notice(s) (Except as Otherwise Provided in Exhibit A) 

  

	 	(a)	Retirement and Termination without Cause 

 A Participant must file a notice(s) of
redemption in a form established by the Administrator before the Deadline following the Participant’s Separation by reason of Retirement or the termination of the Participant’s employment without Cause, provided that in no event shall
payment(s) take place later than December 31st of the year following the Participant’s Separation. If the Participant fails to file a notice of redemption before the Deadline, the Participant shall be deemed to have filed a notice of
redemption on that Deadline, in which case the Redemption Date is deemed to be that Deadline and the total Value of the Deferred Share Units so redeemed will be paid to the Participant no later than December 31st of the year following the year
of Separation. 
  

	 	(b)	Termination with Cause or Resignation 

 A Participant, whose employment was
terminated with Cause or by resignation, must file a notice of redemption, in a form established by the Administrator, no later than the 60th day after his or her Separation, as determined by the
Administrator. If the Participant fails to file such notice of redemption on or before that date, the Participant shall be deemed to have filed on that date a notice of redemption and the 60th day after the Participant’s Separation shall be
deemed to be the Redemption Date. 
  

	 	(c)	Death 

  

	 	(i)	If the Participant dies before Separation, the Participant’s beneficiary or legal representative will file a notice of redemption, in a form established by the Administrator, no later than the Deadline following
the Participant’s death. If the Participant’s beneficiary or legal representative as the case may be fails to file a notice of redemption by the Deadline, the beneficiary or legal representative as the case may be shall be deemed to have
filed on the Deadline a notice of redemption for all such Participant’s Deferred Share Units, and that Deadline is deemed to be the Redemption Date. 

  

	 	(ii)	If a Participant dies after Separation but before filing a notice of redemption, Subsections 4.4(a), (b), and (d) hereof, as the case may be, shall apply by applying the Subsection related to the first occurring
termination event, with such modifications as the circumstances require. The notice(s) of redemption shall be filed by the Participant’s beneficiary or legal representative. 


  
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	 	(d)	Payment Form 

 The total Value of the Deferred Share Units redeemed by or in
respect of a Participant under this Section determined in accordance with Section 3.4 as at the Redemption Date(s) will be paid net of any applicable withholdings to the Participant, or in the event of the Participant’s death, to his
beneficiary or legal representative, in the form of cash. Except as otherwise outlined in Exhibit A, the Bank shall make such payment within 30 days after the Redemption Date(s). 

 

	 	(e)	Effective Date of Separation 

 For the purposes of this Plan, the effective date
of a Separation shall be determined (a) with respect to the Administrator, by the CEO, and (b) with respect to any other Participant, by the Administrator. Such determination may be made without extension by or consideration of any period
of reasonable notice of termination of employment under contract, common law, or any policy or practice of the Bank or a Bank Affiliate, even if it is determined that such notice was required for the lawful termination of employment, provided that
in no case shall the effective date be earlier than the Participant’s last day of active employment with the Bank or a Bank Affiliate. 

ARTICLE 5 

REORGANIZATION AND DIVESTITURE 
  

	5.1	Adjustments and Reorganizations 

 In the event of any stock dividend, stock split, combination or
exchange of shares, merger, consolidation, spin-off or other distribution (other than normal cash dividends) of Bank assets to shareholders, or any other change affecting shares, such proportionate adjustments, if any, as the Committee in its
discretion may deem appropriate to reflect such change, shall be made with respect to the number of Deferred Share Units outstanding under the Plan. In the event the Bank is not the surviving entity of a merger, consolidation or amalgamation with
another entity, or in the event of liquidation or reorganization and in the absence of any surviving entity’s assumption of outstanding Deferred Share Units under the Plan, the Plan shall be amended to an alternative arrangement provided that
no such amendment shall, in the opinion of the Committee, adversely affect the interests of Participants or cause Deferred Share Units held for Participants at the time of such amendment to be converted to an arrangement that is of less than
comparable value to the Participants. No adjustment or amendment under this Article 5 shall affect the timing of any redemptions under the Plan or the timing or form of any payments under the Plan. 

  
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 ARTICLE 6 

GENERAL 
  

	6.1	Transferability of Awards 

 Deferred Share Units shall not be subject to anticipation, alienation, sale,
pledge, encumbrance, attachment, or garnishment and shall not be transferable or assignable other than by will or the laws of succession. 
  

	6.2	No Right to Future Grants 

 All decisions with respect to future grants or credits of Deferred Share
Units (other than pursuant to Section 3.7), if any, will be at the sole discretion of the Bank. 
  

	6.3	Participation is Voluntary: No Right to Employment 

 Participants are not induced to participate in the
Plan by expectation of employment or continued employment with the Bank or any Bank Affiliate and participation shall not be interpreted as conferring upon such Participant any rights or privileges other than those rights and privileges expressly
provided in the Plan. Neither participation in the Plan nor any action under the Plan shall be construed to give any Participant a right to be retained in the employment of the Bank or of any Bank Affiliate. 

 

	6.4	Unfunded Plan 

 Unless otherwise determined by the Committee, the Plan shall be unfunded and any
obligation to make a payment in the future upon redemption of Deferred Share Units will remain an unfunded liability recorded on the books of the applicable employer to whom services were provided by the Participant in respect of which Deferred
Share Units were credited. To the extent any person holds any rights by virtue of an award under the Plan, such rights (unless otherwise determined by the Committee) shall be no greater than the rights of an unsecured creditor of the applicable
employer. 
  

	6.5	Successors and Assigns 

 The Plan shall be binding on all successors and assigns of the Bank and a
Participant, including without limitation, the Participant’s beneficiary or legal representative, the estate of such Participant and the executor, administrator or trustee of such estate, or a receiver or trustee in bankruptcy or representative
of the Participant’s creditors. 
  

	6.6	Administration 

 The Plan shall be administered by the Administrator. The Administrator is authorized to
interpret the Plan, to establish any rules and regulations relating to the Plan that are not inconsistent with the Plan, to amend or rescind any such rules and regulations from time to time, and to make any other determinations that the
Administrator deems necessary or desirable for the administration of the Plan. 

  
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	6.7	Delegation 

 The Committee may, from time to time, delegate to the CEO all or any of the powers of the
Committee under the Plan, including the power to sub-delegate to any other specified officer of the Bank all or any of the powers delegated by the Committee. In such event, the CEO or the CEO’s delegate will exercise the powers delegated by the
Committee or, if applicable, the CEO in the manner and on the terms authorized by the Committee and, if applicable, the CEO. Any decision made or action taken by the CEO or the CEO’s delegate arising out of or in connection with the
administration or interpretation of this Plan in this context is final, binding and conclusive on the Bank and its Affiliates, the Participants and all other persons. 
  

	6.8	Plan Amendment 

  

	 	(a)	The Administrator may amend the Plan and the terms of any Election or Acknowledgement as required to conform to applicable laws and regulations and interpretations thereof published by the relevant governmental
authority. 

  

	 	(b)	The Administrator may amend the Plan and the terms of any Election or Acknowledgement in order to better administer the Plan (for example, to specify that certain terms and conditions of a grant shall be set out in an
Election or Acknowledgement rather than the Plan and vice versa), except to the extent any such authority is delegated to the Committee pursuant to its committee charter, and, in such circumstances, the Committee shall have such authority in place
of the Administrator. 

  

	 	(c)	The Committee may amend the Plan and the terms of any Election or Acknowledgement to correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent deemed necessary
or desirable and may make other amendments to the Plan and the terms of any Election or Acknowledgement as it deems necessary or desirable. 

  

	 	(d)	Notwithstanding Subsections 6.8(b) and (c), except as required to conform to applicable laws, no such amendment shall be made without the consent of an affected Participant if, in the opinion of the Administrator or
Committee, as applicable, the amendment would materially adversely affect the interests of the Participant with respect to Deferred Share Units then credited to the Participant’s Account. 


 

	6.9	Plan Termination 

 The Committee may terminate the Plan at any time. However, if so terminated, Deferred
Share Units then credited to a Participant’s Account that have not been redeemed, forfeited or cancelled shall remain outstanding and in effect in accordance with their applicable terms and conditions. 

  
 - 17 - 









	6.10	Value of Deferred Share Units Not Guaranteed] 

 The Value of a Deferred Share Unit is based on the price
of a Common Share and is thus not guaranteed. The Value of a Deferred Share Unit at the time it is redeemed may be higher or lower than its Value at the time any Election is made or it is credited to a Participant’s account under the Plan. No
amount will be paid to, or in respect of, a Participant under the Plan to compensate for a downward fluctuation in the Value of a Deferred Share Unit, nor will any other form of benefit be conferred upon, or in respect of, a Participant for such
purpose. 
  

	6.11	Determination of Value if Common Shares Not Publicly Traded 

 Should Common Shares no longer be publicly
traded at any time, the Value of a Deferred Share Unit shall be determined by the Committee using a reasonable valuation method. 
  

	6.12	No Advice on Deferred Share Units 

 The Bank is not providing any tax, legal, or financial advice, nor is
the Bank making any recommendations regarding the Deferred Share Units. The Participant is hereby advised to consult with his or her personal tax, legal, and financial advisors regarding the awards before taking any action in relation thereto. The
Participant is solely responsible to investigate and comply with any exchange control laws applicable to the Participant in connection with the grant and redemption and any payments pursuant to the Deferred Share Units. 

 

	6.13	Final Determination 

 Any determination or decision by or opinion of the Committee, the CEO, or the
Administrator or any of their respective delegates or designates made or held pursuant to the terms of the Plan shall be final, conclusive and binding on all parties concerned. Any such determination need not be uniform and may be made selectively
among persons who receive or are eligible to receive Deferred Share Units under the Plan (whether or not such persons are similarly situated). All rights, entitlements and obligations of Participants under the Plan are set forth in the terms of the
Plan, any written notice from the Administrator and the relevant Acknowledgement or Election and cannot be modified by any other documents, statements or communications, except by amendments pursuant to Section 6.8. 

 

	6.14	Tax Matters and Withholding 

 Regardless of any action that the Bank or any applicable Bank Affiliate
takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding related to the Deferred Share Units and legally applicable to the Participant (the “Tax-Related Items”),
the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains Participant’s responsibility and may exceed the amount actually withheld by the Bank or the Bank Affiliate. The
Participant further acknowledge that the Bank and/or the Bank Affiliate (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the awards, including the grant, vesting or
redemption of the awards; and (ii) do not commit to structure the 

  
 - 18 - 








 
terms of the awards or any aspect of the awards to reduce or eliminate Participant’s liability for Tax-Related Items or to achieve any particular tax result. Prior to any relevant taxable or
tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Bank and/or the Bank Affiliate to satisfy all Tax-Related Items. In this regard, Participant authorizes the Bank and/or the Bank
Affiliate to withhold all applicable Tax-Related Items legally payable by Participant from wages or other cash compensation paid to Participant by Bank and/or the Bank Affiliate. 

 

	6.15	Governing Law 

 The validity, construction and effect of the Plan and any actions taken or relating to
the Plan shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. 
  

	6.16	Severability 

 The invalidity or unenforceability of any provision of the Plan shall not affect the
validity or enforceability of any other provision and any invalid or unenforceable provision shall be severed from the Plan. 
  

	6.17	Electronic Delivery 

 By participating in the Plan or accepting the Deferred Share Units granted under
it, each Participant consents and agrees (a) to electronic delivery of any documents that the Bank may elect to deliver (including, but not limited to, Plan documents, grant or award notifications, notices, deferral elections and agreements,
and all other forms of communications) in connection with any award, grant or credit made or offered under the Plan; (b) that any and all procedures the Bank has established or may establish for an electronic signature system for delivery and
acceptance of any such documents that the Bank may elect to deliver, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature; and (c) that any such procedures and
delivery may be affected by a third party engaged by the Bank to provide administrative services related to the Plan. 
  

	6.18	Country Specific Provisions 

  

	 	(a)	 Notwithstanding any provisions in this Plan, the Deferred Share Units shall be subject to any special terms and conditions set forth in Exhibit A to
this Plan for the applicable country, and the provisions of Exhibit A shall govern in the event of any conflict between the provisions of Exhibit A and any other terms of a Grant, whether elsewhere in the Plan, in any Election or Acknowledgement or
otherwise. Moreover, if the Participant relocates to one of the countries included in Exhibit A, the special terms and conditions for such country will apply to the Participant to the extent that the Bank determines that the application of such
terms and conditions is necessary or advisable in order to comply with local law 



  
 - 19 - 









	 	
or facilitate the administration of the awards. Exhibit A constitutes part of this Plan. 

  

	 	(b)	If the Participant moves to any other country, additional terms and conditions may apply to the Participant’s awards. The Bank reserves the right to impose other requirements on the awards to the extent the Bank
determines it is necessary or advisable in order to comply with local law or facilitate the administration of the awards and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the
foregoing. 

  

	6.19	Consent to Data Transfer 

 By participating in the Plan, the Participant explicitly and unambiguously
consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this document by and among, as applicable, the Employer, and the Bank and its Bank Affiliates for the exclusive
purpose of implementing, administering and managing the awards. The Participant understands that the Bank and the Employer hold certain personal information, including, but not limited to, Participant’s name, home address and telephone number,
date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Bank, details of any awards, for the purpose of implementing, administering and managing the
Award (the “Data”). The Participant understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the awards, including the Custodian, that these recipients may be
located in the Participant’s country or elsewhere, and that the recipient’s country may have different data privacy laws and protections from the Participant’s country. The Participant understands that he or she may request a list
with the names and addresses of any potential recipients of the Data by contacting the local human resources representative. The Participant authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other
form, for the purposes of implementing, administering and managing the awards. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the awards. The Participant understands that he or she
may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her
local human resources representative. The Participant understands, however, that refusing or withdrawing his or her consent may affect the Participant’s ability to benefit from the award. For more information on the consequences of the
Participant’s refusal to consent or withdrawal of consent, the Participant understands that he or she may contact the applicable local human resources representative. 

  
 - 20 - 








 EXHIBIT A 

COUNTRY SPECIFIC PROVISIONS FOR DEFERRED SHARE UNITS 

This Exhibit A includes an itemization of any special terms applicable in each country set forth below. Unless otherwise provided below, capitalized terms
used but not defined herein shall have the same meanings assigned to them in the Plan. This Exhibit A constitutes part of the Plan and all Plan provisions apply to this Exhibit A, with the exceptions indicated below. 

US Taxfilers 
 “Specified Employee” means
a Participant who is a “specified employee” under Code section 409A(a)(2)(B)(i) as determined by the Bank in accordance with the rules and regulations promulgated under such section 

“Termination of Employment” means, with respect to a Participant, such Participant’s separation from service, within the meaning of Code
section 409A(a)(2)(A)(i), from the Bank and any entity that is aggregated with the Bank under Code section 409A. 
 “US Taxfiler” mean a
Participant who is a U.S. citizen, U.S. permanent resident or U.S. tax resident for the purposes of the Code or a Participant for whom the award or deferral or redemption of Deferred Share Units under this Plan would otherwise be subject to U.S.
taxation under the Code. A Participant shall be a US Taxfiler solely to the extent that, and with respect solely to, his or her Deferred Share Units that are subject to U.S. taxation under the Code. 

 

	1.	Redemption of Units 

 Subject to the provisions of Section 3.2 of the Plan and the
terms of any Grants made thereunder, Deferred Share Units will be redeemable for a US Taxfiler and the total Value thereof payable under the provisions of this Exhibit after the US Taxfiler has a Termination of Employment or dies. 

 

	2.	Payment Form 

  

	 	(a)	The total Value of the Deferred Share Units redeemed under this Exhibit and determined in accordance with Section 4 of this Exhibit as at the Redemption Date will be paid net of any applicable withholdings to the
US Taxfiler, or in the event of the US Taxfiler’s death, his beneficiary or legal representative, in a single-sum cash payment. No partial redemption is allowed. 


  
 - 21 - 









	3.	Redemption Date and Payment Date 

  

	 	(a)	Redemption Date for U.S. Taxfilers. Subject to subsection 3(c) of this Exhibit, if a Participant has a Termination of Employment or dies before Termination of Employment, the Redemption Date for purposes of
determining the Value of a Deferred Share Unit is deemed to be the 30th day following such U.S. Taxfiler’s Termination of Employment, or death or if such day is not a business day, then the business day immediately prior to such 30th day.


  

	 	(b)	Payment Date for U.S. Taxfilers. All amounts payable to a US Taxfiler who has had a Termination of Employment shall be paid within 30 days after the Redemption Date determined pursuant to subsection 3(a), or
subsection 3(c) of this Exhibit, as applicable. 

 All amounts payable to a beneficiary or legal representative of a US
Taxfiler who has died shall be paid no later than the last day of the US Taxfiler’s taxable year that includes the date of such death or, if later, the 15th day of the third calendar month that begins after the date of such death. 

 

	 	(c)	Six-Month Delay for Specified Employees. Notwithstanding anything to the contrary in this Exhibit, if a US Taxfiler who is a Specified Employee has a Termination of Employment, the Redemption Date shall be the
date that is six months after the date of such US Taxfiler’s Termination of Employment. 

  

	4.	Valuation 

 The Value of a Deferred Share Unit for purposes of calculating the amount of
payment shall be equal to the average of the closing prices for a Common Share on the Toronto Stock Exchange on the ten trading days immediately prior to and not including the Redemption Date. 

 

	5.	Plan Interpretation and Compliance with Canadian Tax Rules for Dual Taxpayers 

 To the
extent Code section 409A applies to the Plan, the terms of the Plan are intended to comply with Code section 409A and shall be interpreted and administered in accordance therewith. To the extent that an Eligible Employee is subject to taxation also
under the Income Tax Act (Canada) due to his/her residency or employment duties, the terms of the Plan are also intended to comply with the Canadian Tax Rules and the terms of the Plan shall be interpreted and administered so as to comply
simultaneously with the requirements of the Canadian Tax Rules and Code section 409A. 
 If redemption and payment otherwise would be
required to be made pursuant to this Exhibit at a time when payment is not permitted to be made in accordance with the Canadian Tax Rules to the extent the Canadian Tax Rules are applicable, then, notwithstanding any other provision of this Exhibit,
such payment shall be made to a trustee to be held in trust for the benefit of the US Taxfiler in a manner that causes the 

  
 - 22 - 








 
payment to be included in the US Taxfiler Participant’s income under the Code and does not violate the Canadian Tax Rules, provided that if the Administrator determines that payment may be
made to the US Taxfiler in some other manner and/or time which complies simultaneously with the U.S. tax requirements of US Taxfiler and the Canadian Tax Rules, then the Administrator may direct that such payment be paid in such manner and/or at
such time. 
  

	6.	Prohibition on Becoming an Independent Contractor 

 Following a cessation of employment
with the Bank and all Bank Affiliates, a US Taxfiler who is subject to the Canadian Tax Rules is prohibited from providing services to the Bank and any Bank Affiliate as an independent contractor for a period that does not end before the end of the
calendar year that begins after such cessation of employment. 
  

	7.	Payment Provisions for Grandfathered US Tax Filers 

 With respect to Deferred Share Units
credited to, and vested in, a US Taxfiler’s account prior to December 31, 2004 (“Grandfathered DSUs”), the following payment provisions will apply notwithstanding anything to the contrary in section 3 of this Exhibit A:

  

	 	(a)	Retirement of US Taxfiler with respect to Grandfathered DSUs. 

  

	 	(i)	If a US Taxfiler files a written notice of redemption at least six months prior to the date the Participant has retired from the Bank and all Bank Affiliates and has ceased service on the board of the Bank and all Bank
Affiliates, such Participant may select a redemption date at any time following the date the Participant has retired from the Bank and all Bank Affiliates and has ceased service on the board of the Bank and all Bank Affiliates, provided that in no
event may the redemption date be later than December 1st of the first calendar year that begins after such date, and in no event shall payment be made later than December 31st of the
same year. 

  

	 	(ii)	 If a US Taxfiler fails to file a written notice of redemption at least six months prior to the date the Participant has retired from the Bank and all
Bank Affiliates and has ceased service on the board of the Bank and all Bank Affiliates, the Participant shall, unless the date the Participant has retired from the Bank and all Bank Affiliates and has ceased service on the board of the Bank and all
Bank Affiliates falls in December, file a written notice of redemption before December 1st of the calendar year in which such date falls, provided that in no event shall payment take place later than December 31st of the same year. If the
US Taxfiler fails to file a written notice of redemption by December 1st, the Participant shall be deemed to have filed a written notice of redemption on December 1st of the calendar year in which the Participant has retired from the Bank
and all 



  
 - 23 - 









	 	
Bank Affiliates and has ceased service on the board of the Bank and all Bank Affiliates specifying the redemption be done in the form of cash and December 1st of such year as the redemption date, in which case the total Value of the Deferred Share Units so redeemed will be paid to the Participant no later than December 31st of the same year.


  

	 	(iii)	If a US Taxfiler fails to file a written notice of redemption at least six months prior to the date the Participant has retired from the Bank and all Bank Affiliates and has ceased service on the board of the Bank and
all Bank Affiliates and the date the Participant has retired from the Bank and all Bank Affiliates and has ceased service on the board of the Bank and all Bank Affiliates falls in December, the Participant shall file a written notice of redemption
before January 1st of the first calendar year that begins after the date the Participant has retired from the Bank and all Bank Affiliates and has ceased service on the board of the Bank and all Bank Affiliates and provided that in no event may
the redemption date be later than January 1st of that same year, and in no event shall payment be made later than January 31st of the same year. In such circumstances, if the Participant fails to file a written notice of redemption by
January 1st, the Participant shall be deemed to have filed a written notice of redemption on January 1st of the first calendar year that begins after the date the Participant has retired from the Bank and all Bank Affiliates and has ceased
service on the board of the Bank and all Bank Affiliates specifying the redemption be done in the form of cash and January 1st of such year as the redemption date, in which case the total Value of the Deferred Share Units so redeemed will be
paid to the Participant no later than January 31st of the same year. 

  

	 	(b)	Termination of Employment of a US Taxfiler with respect to Grandfathered DSUs 

  

	 	(i)	 If a US Taxfiler ceases to be employed by the Bank and all Bank Affiliates and has ceased service on the board of the Bank and all Bank Affiliates
other than by reason of retirement or death, the Participant will, unless the date of such cessation falls in December, file a written notice of redemption no later than the business day prior to the 60th day after the date of such cessation
provided that if the date of such cessation occurs in November, such notice shall be filed no later than the business day prior to December 31st of the calendar year in which the date of such cessation occurs. If the Participant fails to file a
written notice of redemption by that date, the Participant shall be deemed to have filed on that date a written notice of redemption specifying the redemption be done in the form of cash and the earlier of the 60th day after the Participant’s
cessation of employment and service or the business day prior to 



  
 - 24 - 









	 	
December 31st as the redemption date provided that payment shall be made no later than December 31st of the same year. 


 

	 	(ii)	If the date of a US Taxfiler’s cessation of employment and service falls in December, the Participant shall file a written notice of redemption before January 1st of the first calendar year that begins at the
date of such cessation and provided that in no event may the redemption date be later than January 1st of that same year and in no event shall payment be made later than January 31st of the same year. In such circumstances, if the
Participant fails to file a written notice of redemption by January 1st, the Participant shall be deemed to have filed a written notice of redemption on January 1st of the first calendar year that begins after the Participant’s
cessation of employment and service specifying the redemption be done in the form of cash and January 1st of such year as the redemption date, in which case the total Value of the Deferred Share Units so redeemed will be paid to the Participant
no later than January 31st of the same year. 

  

	 	(c)	Death of US Taxfiler with respect to Grandfathered DSUs. 

  

	 	(i)	If the US Taxfiler dies before ceasing to be employed by the Bank and any Bank Affiliate, the beneficiary of the Deferred Share Units appointed in the Participant’s will or, in the absence of such beneficiary, the
legal representative of the Participant’s estate will file a written notice of redemption no later than the business day prior to the 60th day after the date of the Participant’s death. If the beneficiary or legal representative as the
case may be fails to file a written notice of redemption by that date, the beneficiary or legal representative as the case may be shall be deemed to have filed on that date a written notice of redemption for all such Participant’s Deferred
Share Units specifying the redemption be done in the form of cash and the 60th day after the date of the Participant’s death as the redemption date. In such cases where the will has not been probated or other legal action is required to
establish the beneficiary or legal representative, the Bank will retain the funds and credit interest on such funds from time to time at the Bank’s 1 year GIC rate until such time as it can legally pay such funds to the beneficiary or legal
representative. 

  

	 	(ii)	 If a Participant dies after ceasing to be employed by the Bank and all Bank Affiliates and ceasing service on the board of the Bank and all Bank
Affiliates but before filing a written notice of redemption, subparagraphs a), b), hereof, as the case may be, shall apply with such modifications as the circumstances require. The written notice(s) of redemption shall be filed by the beneficiary of
the Deferred Share Units appointed in the Participant’s will or, in the absence of such beneficiary, the legal representative of the Participant’s estate. In such cases where the will has




  
 - 25 - 









	 	
not been probated or other legal action is required to establish the beneficiary or legal representative, the Bank will retain the funds and credit interest on such funds from time to time at the
Bank’s 1 year GIC rate until such time as it can legally pay such funds to the beneficiary or legal representative 

  

	8.	Claim Procedure for Benefits 

  

	 	(a)	The Committee will endeavour to administer the Plan fairly and consistently and to pay all benefits to which Participants or beneficiaries are properly entitled. All claims for unpaid benefits should be made in writing
to the Committee. The Committee may request additional information necessary to consider the claim further. If a claim is wholly or partially denied, the Committee will notify the claimant of the adverse decision within a reasonable period of time,
but not later than ninety (90) days after receiving the claim, unless the Committee determines that special circumstances require an extension. In such case, a written extension notice shall be furnished before the end of the initial 90-day
period. The extension cannot exceed ninety (90) days. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Committee expects to render the decision. The claim determination time
frames begin when a claim is filed, without regard to whether all the information necessary to make a claim determination accompanies the filing. Any notice of denial shall include: 


 

	 	(i)	The specific reason or reasons for denial with reference to those specific Plan provisions on which the denial is based; 

  

	 	(ii)	A description of any additional material or information necessary to perfect the claim and an explanation of why that material or information is necessary; and 


 

	 	(iii)	A description of the Plan’s appeal procedures and time frames, including a statement of the claimant’s right to bring a civil action following an adverse decision on appeal. 


 

	 	(b)	A claimant, or a claimant’s authorized representative, may appeal a denied claim within sixty (60) days after receiving the Committee’s notice of denial. A claimant has the right to: 


 

	 	(i)	Submit to the Committee, for review, written comments, documents, records and other information relating to the claim; 

  

	 	(ii)	Request, free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claimant’s claim; and 


  
 - 26 - 









	 	(iii)	A review on appeal that takes into account all comments, documents, records, and other information submitted by the claimant, without regard to whether such information was submitted or considered in the initial claim
decision. 

  

	 	(c)	The Committee will make a full and fair review of the appeal and may require additional documents as it deems necessary in making such a review. A final decision on review shall be made within a reasonable period of
time, but not later than sixty (60) days following receipt of the written request for review, unless the Committee determines that special circumstances require an extension. In such case, a written extension notice will be sent to the claimant
before the end of the initial 60-day period. The extension notice shall indicate the special circumstances and the date by which the Committee expects to render the appeal decision. The extension cannot exceed a period of sixty (60) days. The
appeal time frames begin when an appeal is filed, without regard to whether all the information necessary to make an appeal decision accompanies the filing. If an extension is necessary because the claimant failed to submit necessary information,
the days from the date the Committee sends the extension notice until the claimant responds to the request for additional information are not counted as part of the appeal determination period. The Committee’s notice of denial on appeal shall
include: 

  

	 	(i)	The specific reason or reasons for denial with reference to those Plan provisions on which the denial is based; 

  

	 	(ii)	A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of all documents, records, and other information relevant to the claimant’s claim; and


  

	 	(iii)	A statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain the information about such procedures, and a statement of the claimant’s right to bring an action
under the Employee Retirement Income Security Act of 1974, as amended (the “ERISA”). 

 United Kingdom 

“Retirement” means the Participant ceasing employment with the Bank and its Affiliates with the intention of permanently ceasing to undertake
paid employment where the Participant has provided such evidence of such intention as the Bank or a Bank Affiliated may reasonably require to validate such intention and “Retire” shall have a similar meaning. 

As a condition to the receipt of the Deferred Share Unit and payment pursuant to the Deferred Share Units, the Participant agrees to make such arrangements as
the Bank or its U.K. Subsidiary may require for the satisfaction of any U.K. or foreign tax and National Insurance Contribution 

  
 - 27 - 








 
withholding obligations, whether on an actual or estimated basis, that may arise in connection with the redemption of the Deferred Share Units and the payment of cash, as applicable. The Bank or
Bank Affiliate shall not be required to deliver any redemption payment or proceeds until such obligations are satisfied. 
 The following sections
supplement the provision regarding tax and social insurance contribution withholding/reporting authorizations/responsibility in the Plan: 
  

	 	(a)	Any sum withheld on an estimated basis will be repaid to the Participant to the extent that such sum was not applied in satisfaction of the actual tax liabilities arising. 


 

	 	(b)	At the Administrator’s direction, Participant shall satisfy any tax and National Insurance Contribution withholding obligation by one or some combination of the following methods: 


 

	 	(i)	by cash payment; 

  

	 	(ii)	from salary; or 

  

	 	(iii)	from any cash payment payable to the Participant upon redemption of the Deferred Share Units. 

 If payment or
withholding of the Tax-Related Items is not made within 90 days of the event giving rise to the Tax-Related Items (the “Due Date”) or such other period specified in Section 222(1)(c) of the United Kingdom Income Tax
(Earnings and Pensions) Act 2003, the amount of any uncollected Tax-Related Items will constitute a loan owed by the Participant to the Employer, effective on the Due Date. The Participant agrees that the loan will bear interest at the
then-current Official Rate of Her Majesty’s Revenue and Customs (the “HMRC”), that it will be immediately due and repayable, and that the Bank or Bank Affiliate may recover it at any time thereafter by any of the means referred
to in the Plan. The Participant will be responsible for reporting and paying any income tax and National Insurance Contributions due on this additional benefit directly to HMRC under the self-assessment regime. 

  
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