BANK OF MONTREAL CALCULATION AGENCY AGREEMENT BETWEEN BANK OF MONTREAL AND BMO CAPITAL MARKETS CORP. January 25, 2010
EXHIBIT 99.2
BANK OF MONTREAL
January 25, 2010
Bank of Montreal (the “Bank”) proposes to issue and sell from time to time certain of its
senior debt securities designated as Senior Medium-Term Notes, Series A (the “Notes”), pursuant to
the terms of a Distribution Agreement, dated as of January 25, 2010, between the Bank and the
Agents (as defined therein), as agents. The Notes are to be issued under a Senior Indenture, dated
as of January 25, 2010 (the “Indenture”) between the Bank and ▇▇▇▇▇ Fargo Bank, National Association, as Trustee
(the “Trustee”). Terms used but not defined herein shall have the meanings assigned to them in the
form of floating rate Note delivered to you herewith or in the Prospectus, dated May 16, 2008, as
supplemented by the Prospectus Supplement, dated January 25, 2010 (together, the “Prospectus”),
relating to the Notes.
For the purpose of appointing an agent to perform the functions of the Calculation Agent as
described in the Prospectus, including the determination of the amount of principal or interest
payable on any Note that is linked to other securities, commodities, a foreign currency or
currencies or an index or indices (excluding Notes which bear interest at the Commercial Paper
Rate, U.S. Prime Rate, LIBOR, Treasury Rate, CMT Rate, CD Rate, Federal Funds Rate and EURIBOR) to
be set forth in one or more pricing supplements to the Prospectus (collectively, the “Floating Rate
Indices”), the Bank and BMO Capital Markets Corp. agree as follows:
1. Upon the terms and subject to the conditions contained herein, the Bank hereby
appoints BMO Capital Markets Corp. (in such capacity, the “Calculation Agent”) for the purpose of
performing the functions of the Calculation Agent as described in the Prospectus, in the manner and
at the times provided in the Notes, the Prospectus and any applicable pricing or product
supplement, except with respect to Notes issued on or after the date hereof where a different
calculation agent is designated in the applicable pricing or product supplement.
2. Except as provided in paragraph 3, the Calculation Agent shall perform the
functions of the Calculation Agent described in the Prospectus and shall use due care to
determine the Floating Rate Indices and all other matters which are required to be determined or
provided by the Calculation Agent pursuant to the terms of the applicable Note and as described in
the Prospectus and in any applicable pricing supplement or product supplement, and (i) shall communicate the same and the
relevant interest payment date to the Bank,
the Trustee and any paying agent identified to it in writing on the day of such determination
or performance and (ii) if applicable, upon the request of a Holder of such
a Note, provide the
interest rate (based on the applicable Floating Rate Indices) then in effect and, if determined,
the interest rate (based on the applicable Floating Rate Indices) that will become effective on the
next Interest Reset Date.
3. The Calculation Agent accepts its obligations set forth herein, upon the terms and subject
to the conditions hereof, including the following, to all of which the Bank agrees:
(a) The Calculation Agent shall be entitled to such compensation as may be agreed upon from
time to time in writing with the Bank for all services rendered by the Calculation Agent, and the
Bank promises to pay such compensation and to reimburse the Calculation Agent for the reasonable,
documented out-of-pocket expenses (including counsel fees and expenses) incurred by it in
connection with the services rendered by it hereunder upon receipt of such invoices as the Bank
shall reasonably require. The Bank also agrees to indemnify the Calculation Agent for, and to hold
it harmless against, any and all loss, liability, damage, claim or expense (including the costs and
expenses of defending against any claim of liability) incurred by the Calculation Agent that arises
out of, or in connection with, its accepting appointments, or acting as Calculation Agent
hereunder, except such as may result from the gross negligence, willful misconduct or bad faith of
the Calculation Agent or any of its agents or employees. The Calculation Agent shall incur no
liability and shall be indemnified and held harmless by the Bank for, or in respect of, any actions
taken, omitted to be taken or suffered to be taken in good faith by the Calculation Agent in
reliance upon (i) the written opinion or advice of legal advisors satisfactory to it or (ii)
written instructions from the Bank. The Calculation Agent shall not be liable for any error
resulting from the use of or reliance on a source of information used in good faith and with due
care to make any determination, calculation or declaration hereunder. The provisions of this
paragraph shall survive the termination of this agreement.
(b) In acting under this agreement and in connection with the Notes, the Calculation Agent is
acting solely as agent of the Bank and does not assume any obligations to, or relationship of
agency or trust for or with, any of the owners or holders of the Notes.
(c) The Calculation Agent shall be protected and shall incur no liability for or in respect of
any action taken or omitted to be taken or anything suffered by it in reliance upon the terms of
the Notes, any notice, direction, certificate, affidavit, statement or other paper, document or
communication reasonably believed by it to be genuine and to have been approved or signed by the
proper party or parties.
(d) Unless herein otherwise specifically provided, any order, certificate, notice, request,
direction or other communication from the Bank made or
given by it under any provision of this agreement shall be sufficient if signed by any officer
of the Bank.
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(e) The Calculation Agent shall be obligated to perform only such duties as are specifically
set forth herein, in the Prospectus or in any applicable pricing or product supplement, and no
implied duties or obligations shall be read into this agreement against the Calculation Agent.
(f) The Calculation Agent may, upon obtaining the prior written consent of the Bank, perform
any duties hereunder by or through its agents or attorneys, and the Calculation Agent shall not be
responsible for any misconduct or negligence on the part of any agent or attorney appointed with
due care by it hereunder.
4. (a) The Calculation Agent may at any time resign as Calculation Agent by giving written
notice to the Bank of such intention on its part, specifying the date on which its desired
resignation shall become effective; provided, however, that such date shall never be earlier than
60 days after the receipt of such notice by the Bank, unless the Bank agrees in writing to accept
less notice. The Bank may remove the Calculation Agent (with or without cause) at any time by
filing with the Calculation Agent an instrument in writing signed on behalf of the Bank by an
authorized person thereof and specifying such removal and the date when it is intended to become
effective. Such resignation or removal shall take effect upon the date of the appointment by the
Bank, as hereinafter provided, of a successor Calculation Agent. If within 60 days after notice of
resignation or removal has been given, a successor Calculation Agent has not been appointed, the
Calculation Agent may petition a court of competent jurisdiction to appoint a successor Calculation
Agent. A successor Calculation Agent shall be appointed by the Bank by an instrument in writing
signed on behalf of the Bank by an authorized person thereof and the successor Calculation Agent.
Upon the appointment of a successor Calculation Agent and acceptance by it of such appointment, the
Calculation Agent so superseded shall cease to be such Calculation Agent hereunder. Upon its
resignation or removal, the Calculation Agent shall be entitled to the payment by the Bank of its
compensation, if any is owed to it, for services rendered hereunder and to the reimbursement of all
reasonable out-of-pocket expenses incurred in connection with the services rendered by it
hereunder.
(b) Any successor Calculation Agent appointed hereunder shall execute and deliver to its
predecessor and to the Bank an instrument accepting such appointment hereunder, and thereupon such
successor Calculation Agent, without any further act, deed or conveyance, shall become vested with
all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor
with like effect as if originally named as such Calculation Agent hereunder, and such predecessor,
upon payment of its charges and disbursements then unpaid, shall thereupon become obliged to
transfer and deliver, and such successor Calculation Agent shall be entitled to receive, copies of
any relevant records maintained by such predecessor Calculation Agent.
(c) Any corporation into which the Calculation Agent may be merged or converted or with which
the Calculation Agent may be consolidated, any corporation resulting from any merger, conversion,
or consolidation to which the Calculation Agent
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shall be a party, or any corporation succeeding to
all or substantially all of the corporate trust business of the Calculation Agent, shall, to the
extent permitted by applicable law, be the successor Calculation Agent under this agreement without
the execution or filing of any paper or any further act on the part of any of the parties hereto.
Notice of any such merger, conversion, consolidation or sale shall forthwith be given to the Bank.
5. Any notice required to be given hereunder shall be delivered in person, sent by letter,
first class mail, or facsimile or communicated by telephone (subject, in the case of communication
by telephone, to confirmation dispatched within twenty-four hours by letter or by facsimile), in
the case of the Bank, Bank of Montreal, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, telephone:
(▇▇▇) ▇▇▇-▇▇▇▇, and in the case of the Calculation Agent, BMO Capital Markets Corp.,
▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, telephone: (▇▇▇) ▇▇▇-▇▇▇▇, or to any other address of
which any party shall have notified the others in writing as herein provided. Any notice hereunder
given by telecopy or letter, first class mail, shall be deemed to be received upon actual receipt
thereof.
6. This agreement shall be governed by, and construed in accordance with, the laws of the
State of New York.
7. This agreement may be executed by each of the parties hereto in any number of counterparts,
each of which counterparts, when so executed and delivered, shall be deemed to be an original and
all such counterparts shall together constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed as of the
date first above written.
| BANK OF MONTREAL |
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| By | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |||
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President, Financial Strategy |
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| By | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||
| Title: | Executive Managing Director & Head, Financial Products & Debt Products BMO Capital Markets |
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| BMO CAPITAL MARKETS CORP. |
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| By | /s/ ▇▇▇ ▇▇▇▇▇▇▇ | |||
| Name: | ▇▇▇ ▇▇▇▇▇▇▇ | |||
| Title: | Managing Director
BMO Capital Markets |
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