Toronto, May 26, 2009

 PDF format of entire Second Quarter 2009 Report to Shareholders/News Release including Financial Results Highlights, Management’s Discussion and Analysis and Unaudited Financial Statements

Personal and Commercial Banking Canada Continues to Report Strong Growth in Revenue and Net Income

Solid Underlying Performance in BMO Capital Markets Businesses

BMO’s Already Strong Tier 1 Capital Ratio Increases to 10.70%

Financial Results Highlights:

Second Quarter 2009 Compared with Second Quarter 2008:

• Net income of $358 million, down $284 million from a year ago
• EPS¹ of $0.61 and cash EPS² of $0.63, down $0.64 and $0.63, respectively, from a year ago
• Adjusted cash EPS² of $0.93 after excluding capital markets environment charges of $80 million after tax ($0.15 per share) and severance costs of $80 million after tax ($0.15 per share)
• Provisions for credit losses of $372 million, up $221 million from a year ago
• BMO’s already strong Tier 1 Capital Ratio increases to 10.70%

Year-to-Date 2009 Compared with a Year Ago:

• Net income of $583 million, compared with $897 million in 2008
• EPS of $1.00 compared with $1.72 and cash EPS of $1.03 compared with $1.75
• Adjusted cash EPS² of $2.02 after excluding capital markets environment charges of $439 million after tax ($0.84 per share) and severance costs of $80 million after tax ($0.15 per share)

Toronto, May 26, 2009 – For the second quarter ended April 30, 2009, BMO Financial Group reported net income of $358 million or $0.61 per share. Canadian personal and commercial banking reported strong results with net income of $350 million, up $30 million or 9% from a year ago, and BMO Capital Markets net income grew by $62 million or 33% to $249 million. Results included losses of $80 million after tax ($0.15 per share) in respect of capital markets environment charges, detailed in the Effects of the Capital Markets Environment on Second Quarter Results section, and severance costs of $80 million after tax ($0.15 per share) primarily related to simplifying our management structure.

“Our core businesses have again performed well, particularly in the context of a recessionary environment,” said Bill Downe, President and Chief Executive Officer, BMO Financial Group. “P&C Canada, our Canadian personal and commercial banking unit, continues to report strong year-over-year growth, with revenue growing 8% and net income up 9% to $350 million. We are building loyalty by listening to our customers to understand their needs and providing guidance that helps them make better financial decisions. P&C Canada’s loans are up year over year as we continue to make credit available to Canadians and their businesses. Our focus on the customer is paying off — for them and for us.

“Conditions remain challenging in credit markets and the capital markets environment. However, we are appropriately positioned to cope with these conditions. Our strong capital and liquidity positions permit us to make opportunistic acquisitions, such as the acquisition of the Canadian life insurance business we completed in the quarter.

“BMO Capital Markets produced solid results, growing revenue 17% year over year and increasing net income by 33% to $249 million. Results improved year over year in a number of businesses with significantly better results from corporate banking, interest-rate-sensitive businesses and equity underwriting,” said Mr. Downe. Overall performance in BMO Capital Markets was affected by $80 million of after-tax charges as explained in the Effects of the Capital Markets Environment on Second Quarter Results section.

U.S. personal and commercial banking recorded year-over-year organic growth in loans and deposits and improved net interest margin. Reported results decreased from a year ago but increased adjusted for that period’s net gain on the Visa IPO. The weaker credit environment is affecting results but we continue to make loans and provide deposit services to our customers while managing our costs effectively. Mr. Downe also indicated that, “Harris was recognized with a number one ranking for customer satisfaction in the Midwest Region in the recently released J.D. Power and Associates 2009 Retail Banking Satisfaction Study. Our focus on the customer is yielding results with substantial growth in new households added to our customer base.

“In our wealth management business, we continue to see strong growth in term deposits, but results were affected by reduced levels of managed and administered assets due primarily to the significant declines in equity markets. We continue to maintain our high service standards and are managing costs responsibly with due regard to the softer marketplace,” said Mr. Downe.

Our results continued to be affected by global recessionary pressures. Provisions for credit losses in the current quarter totalled $372 million, comprised of $127 million of specific provisions in Canada and $245 million in the United States, with no increase in the general allowance. Specific provisions increased $221 million from a year ago, primarily related to loans in our U.S. personal and commercial business, but were down $56 million from the first quarter. We expect the credit environment to continue to be challenging through 2009 as the global economy remains weak.

BMO employs an expected-loss-provisioning methodology whereby expected credit losses are charged to the operating groups and the difference between expected losses and actual losses is charged (or credited) to Corporate Services.

Mr. Downe concluded by indicating, “Our results for the quarter include severance costs related primarily to simplifying our management structure across our businesses and corporate support areas by reducing layers and broadening mandates. As such, the changes are expected to reduce ongoing costs and position our businesses to grow revenue and improve profitability with no reduction in our customer service.” We anticipate that once the changes to our structure are completed, annual run-rate savings will exceed the $118 million of severance costs.

Corporate Services results rose from the first quarter, improving appreciably excluding the severance costs recorded in the current quarter due to increased revenues and lower provisions for credit losses. Higher revenues reflect actions to lower the negative carry on certain asset-liability interest rate and liquidity management positions and mark-to-market gains on certain hedging activities compared to losses in the first quarter. Results were weaker than a year ago due to reduced revenues and higher provisions for credit losses. Low revenues were due to the negative carry on certain asset-liability interest rate positions and the continued impact of funding activities that have enhanced our strong liquidity position. Substantially all of our estimated fiscal 2009 term-funding requirements have now been met.

Today, we announced a third quarter dividend of $0.70 per common share, unchanged from the preceding quarter and reflective of an annual dividend of $2.80 per common share.

Operating Segment Overview
P&C Canada
Net income was $350 million, up $30 million or 9.1% from a year ago. Revenue increased across our personal, commercial and cards businesses, led by volume growth across most products and an improved net interest margin. Adjusted for the impact of a capital tax recovery a year ago, cash operating leverage for the quarter was more than 3.0%.

We continue to achieve strong results in tough market conditions.

Our brand promise is a commitment to transparency and helping customers make choices in the current environment to find the best solutions for them. Our objective remains to increase market share in an environment of slower growth.

In personal banking, our focus on improving performance management, investments in our branch network and new product offerings have paid off with improved revenues and accelerating growth in deposit products. During the quarter, we opened four new branches and, as previously announced, closed 68 In-Store branches. Most of our customers prefer the services of a full-service bank with professional advice and relationship management capabilities, combined with the convenience of our online banking channels. We have chosen to invest in distribution channels that provide an exceptional customer experience. As a result, we are narrowing the gap to the industry leader on our personal loyalty score and our products-per-customer ratio is growing.

In commercial banking, we are progressing toward our goal of becoming the bank of choice for businesses across Canada. We rank second in Canadian business market share. Despite the tight credit environment, we continue to make credit available to our small and medium-sized business clients. We achieved loan growth of 3.2% and have continued to gain market share, which rose 37 basis points year over year and 4 basis points quarter over quarter to 19.97%. Year over year, we have improved our commercial customer loyalty score and improved our products-per-customer ratio.

We also grew our card business. Our brand marketing and promotions together with better integration of card sales across the branch system have resulted in continuing growth in the card portfolio.

P&C U.S. (all amounts in U.S. $)
Net income was $21 million, down $9 million or 31% from a year ago. Cash net income was $27 million, down $8 million or 23%. Net income a year ago included a $13 million after-tax gain on the IPO of Visa Inc. net of a litigation accrual. Excluding this item, net income rose $4 million or 24% from a year ago. Results benefited from year-over-year organic growth in loans and deposits as well as increased deposit spreads and improved net interest margin.

The weak credit environment continues to affect results as there are higher levels of non-performing loans and the costs of managing this portfolio have increased. Together, they reduced earnings in the current quarter by $11 million, compared with a $5 million reduction a year ago.

Revenue decreased $20 million or 7.8%. Excluding the gain from the IPO, revenue increased $18 million, largely driven by our Wisconsin acquisitions and deposit growth, partially offset by the $7 million increased impact of weaker credit markets. Net interest margin increased from last year due to new deposit generation and our actions to mitigate the impact of rising long-term funding costs.

We are maintaining our strong focus on managing expenses and on new customer acquisition in both the consumer and commercial businesses, while we continue to make loans and provide deposit services to our customers. Net new household customer acquisitions are substantially above last year and we’re starting to see positive trends in core deposits.

In a recent study by J.D. Power and Associates analyzing customer satisfaction with the retail banking experience, Harris was ranked best of 21 banks rated and scored better than most competitors in four out of five measures.

Our Retail Net Promoter Score, a measure of the strength of customer loyalty, improved two points from both the prior quarter and from a year ago to 44, at a time when the scores of a number of our competitors deteriorated.

Private Client Group
Net income was $62 million, compared to $107 million a year earlier. Results were impacted by difficult equity markets and a low interest rate environment. Revenue for the quarter decreased $63 million or 12% from a year ago, primarily due to lower fee-based and commission revenue in Full-Service Investing and lower revenue in our mutual fund businesses on significantly lower assets. Net interest income declined mostly due to spread compression on deposit balances in our brokerage businesses in the competitive low interest rate environment.

Assets under management and administration have been affected by softer market conditions and decreased $21 billion or 8.7%, despite a $13 billion benefit related to the stronger U.S. dollar. There was strong volume growth in term deposits, which increased $9 billion or 21% year over year. Given recent challenges in the global economy and equity markets, we have made adjustments in how we spend and allocate resources. We will continue to deliver the high level of service our clients expect while continuing to responsibly manage our employee and discretionary expenses in the current market conditions.

On April 1, we completed the acquisition of AIG Life Insurance Company of Canada (rebranded as BMO Life Assurance) at a cost of $330 million. This acquisition strengthens BMO Financial Group’s competitive position, giving immediate scale and capabilities in the life insurance market and will allow us to meet our clients' unmet insurance needs. To secure their lifestyle and retirement needs, our clients are looking for both investment and tax-efficient insurance solutions. To help our clients, BMO Nesbitt Burns Inc. has more than 800 investment advisors who are also life insurance agents and, in Quebec, financial security advisors with BMO Nesbitt Burns Financial Services Inc. With the completion of the acquisition, BMO’s life insurance business is strengthened through the addition of 300 experienced employees, approximately 400,000 customers and access to a network of more than 5,000 active independent brokers across the country. The acquisition substantially enhances our ability to better serve our clients’ wealth management needs and reinforces our customer-focused strategy. BMO’s life insurance business is now one of the largest among bank-owned life insurance companies with a top 10 market share in the Canadian life insurance market.

Effective in the third quarter, all of BMO’s insurance businesses will operate within Private Client Group given the alignment with the wealth management strategy and the desire to bring insurance capabilities and skill sets together.

Private Client Group continues to be recognized for its products and services. The BMO Dividend Fund was presented with the 2009 Lipper Award for best fund over ten years in the Canadian Dividend & Equity Income category. The Lipper Fund Awards program recognizes funds that have excelled in delivering consistently strong risk-adjusted performance relative to peers.

BMO Capital Markets
Net income for the quarter was $249 million, up $62 million or 33% from a year ago. This increase was driven primarily by revenue generation, including significantly higher corporate banking revenue due to both increased spread and lending fees, higher revenues from our interest-rate-sensitive businesses and improvement in equity underwriting fees. In addition to growing revenues, we have implemented various expense management initiatives. Due to continued weakness in the economic and capital market environments, results for the quarter reflected charges of $117 million ($80 million after tax) as described in the Effects of the Capital Markets Environment on Second Quarter Results section. Results a year ago included a net benefit of $42 million ($28 million after tax) as described in the Notable Items section at the end of the MD&A.

Notwithstanding charges related to the capital markets environment, BMO Capital Markets delivered solid earnings this quarter. This quarter’s performance reflected the strength of our underlying core businesses and the overall strategic focus of managing the total risk-return of the group. The continued focus on our core clients and active balance sheet management has enabled us to grow businesses that fit in with our client-focused strategy, such as our U.S. Municipal Bond business. Corporate banking initiatives in recent quarters have significantly improved the performance of our lending business.

BMO Capital Markets was involved in 116 new issues in the quarter including 33 corporate debt deals, 38 government deals, 35 common equity transactions and 10 issues of preferred shares, raising $47.1 billion, up $3.8 billion from last quarter.

Caution Regarding Forward-Looking Statements
Bank of Montreal’s public communications often include written or oral forward-looking statements. Statements of this type are included in this document, and may be included in other filings with Canadian securities regulators or the U.S. Securities and Exchange Commission, or in other communications. All such statements are made pursuant to the ‘safe harbor’ provisions of, and are intended to be forward-looking statements under, the United States Private Securities Litigation Reform Act of 1995 and any applicable Canadian securities legislation. Forward-looking statements may involve, but are not limited to, comments with respect to our objectives and priorities for 2009 and beyond, our strategies or future actions, our targets, expectations for our financial condition or share price, and the results of or outlook for our operations or for the Canadian and U.S. economies.

By their nature, forward-looking statements require us to make assumptions and are subject to inherent risks and uncertainties. There is significant risk that predictions, forecasts, conclusions or projections will not prove to be accurate, that our assumptions may not be correct and that actual results may differ materially from such predictions, forecasts, conclusions or projections. We caution readers of this document not to place undue reliance on our forward-looking statements as a number of factors could cause actual future results, conditions, actions or events to differ materially from the targets, expectations, estimates or intentions expressed in the forward-looking statements.

The future outcomes that relate to forward-looking statements may be influenced by many factors, including but not limited to: general economic and market conditions in the countries in which we operate; interest rate and currency value fluctuations; changes in monetary policy; the degree of competition in the geographic and business areas in which we operate; changes in laws; judicial or regulatory proceedings; the accuracy and completeness of the information we obtain with respect to our customers and counterparties; our ability to execute our strategic plans and to complete and integrate acquisitions; critical accounting estimates; operational and infrastructure risks; general political conditions; global capital market activities; the possible effects on our business of war or terrorist activities; disease or illness that impacts on local, national or international economies; disruptions to public infrastructure, such as transportation, communications, power or water supply; and technological changes.

We caution that the foregoing list is not exhaustive of all possible factors. Other factors could adversely affect our results. For more information, please see the discussion on pages 30 and 31 of the BMO 2008 Annual Report, which outlines in detail certain key factors that may affect our future results. When relying on forward-looking statements to make decisions with respect to Bank of Montreal, investors and others should carefully consider these factors, as well as other uncertainties and potential events, and the inherent uncertainty of forward-looking statements. Bank of Montreal does not undertake to update any forward-looking statement, whether written or oral, that may be made, from time to time, by the organization or on its behalf, except as required by law. The forward-looking information contained in this document is presented for the purpose of assisting our shareholders in understanding our financial position as at and for the periods ended on the dates presented and our strategic priorities and objectives, and may not be appropriate for other purposes.

Assumptions about our ability to operate successfully without re-staffing positions to be eliminated were material factors we considered when establishing our expectation that annual run-rate savings will exceed the severance costs incurred.

Assumptions about the level of asset sales, expected asset sale prices, net funding cost, credit quality and risk of default and losses on default of the underlying assets of the structured investment vehicles were material factors we considered when establishing our expectations regarding the structured investment vehicles discussed in this document, including the amount to be drawn under the BMO liquidity facilities and the expectation that the first-loss protection provided by the subordinate capital notes will exceed future losses. Key assumptions included that assets would continue to be sold with a view to reducing the size of the structured investment vehicles, under various asset price scenarios, and that the level of defaults and losses will be consistent with the credit quality of the underlying assets and our current expectations regarding challenging market conditions continuing.

Assumptions about the level of defaults and losses on defaults were material factors we considered when establishing our expectation of the future performance of the transactions that Apex Trust has entered into. Key assumptions included that the level of defaults and losses on defaults would be consistent with historical experience. Material factors that were taken into account when establishing our expectations of the future risk of credit losses in Apex Trust included industry diversification in the portfolio, initial credit quality by portfolio and the first-loss protection incorporated into the structure.

Assumptions about the performance of the Canadian and U.S. economies in 2009 and how it would affect our businesses were material factors we considered when setting our strategic priorities and objectives and our outlook for our businesses. Key assumptions included that the Canadian and the U.S. economies would contract in the first half of 2009, and that interest rates and inflation would remain low. Our current expectations are for weaker economic and credit market conditions and lower interest rates than we anticipated at the end of fiscal 2008. We also assumed that housing markets in Canada would weaken in 2009 and strengthen in the second half of the year in the United States. We assumed that capital markets would improve somewhat in the second half of 2009 and that the Canadian dollar would strengthen modestly relative to the U.S. dollar. In determining our expectations for economic growth, both broadly and in the financial services sector, we primarily consider historical economic data provided by the Canadian and U.S. governments and their agencies. Tax laws in the countries in which we operate, primarily Canada and the United States, are material factors we consider when determining our sustainable effective tax rate.

Economic Outlook
The Canadian economy is expected to contract 2.5% in 2009, though the rate of decline should diminish as the year progresses. Weak global demand will continue to reduce exports. Housing markets and residential mortgage growth are expected to moderate further, though improved affordability should help stabilize the market later this year. Despite record low interest rates, growth in consumer spending and personal credit should continue to slow in the face of rising unemployment. Business investment and loan growth are expected to decline sharply in response to last year’s downturn in commodity prices and further restructuring in the auto industry. The unemployment rate could climb above 9% by the fall, more than three percentage points above last year’s low, though still well below the highs of previous recessions. The Bank of Canada is expected to keep overnight rates near zero well into next year and stimulative monetary and fiscal policies should support a moderate economic recovery in late 2009. The Canadian dollar is projected to appreciate in tandem with a firming in commodity prices as the global economy recovers later this year.

The U.S. economy is expected to remain in a deep recession in the first half of 2009, before recovering later in the year in response to expansive monetary and fiscal policies and to oil prices that are down sharply from mid-2008. Housing markets are showing tentative signs of stabilizing due to record-high affordability, though tight credit standards and heavy job losses point to continued softness in residential mortgage demand. Consumer spending has improved modestly but is expected to remain weak as households increase their savings rates and repay debts. Companies will likely continue to reduce spending, resulting in weak growth in business credit. The unemployment rate is projected to climb toward 10% later this year, the highest in 26 years. The Federal Reserve is expected to keep rates near zero until spring 2010, and to employ a range of special lending programs and asset purchases to increase the availability of credit to businesses and households. Capital market activities should continue to strengthen as the uncertainty in credit markets and the economy abates.

This Economic Outlook section contains forward-looking statements. Please see the Caution Regarding Forward-Looking Statements.

Effects of the Capital Markets Environment on Second Quarter Results
The market environment remains weak. Results in the second quarter of 2009 were affected by capital markets environment charges of $117 million ($80 million after tax and $0.15 per share) recorded in BMO Capital Markets in respect of:

The above charges reduced trading non-interest revenue by $117 million.

The $215 million of charges on exposures to the credit protection vehicle were comprised of $41 million of unrealized mark-to-market losses on BMO’s investment in the vehicle’s mid-term notes and a charge of $174 million in connection with the renegotiation of the total return swap (TRS) on $600 million of notes. The $174 million one-time charge comprises $78 million related to the write-off of the asset value on the original TRS and $96 million related to restructuring the TRS to match the maturity of the notes at a fixed price. By restructuring the TRS, we have eliminated the price reset risk and significantly reduced the earnings volatility associated with the TRS transaction.

Notable Items
Q2 2009
Net income for the second quarter of 2009 was affected by $235 million ($160 million after tax and $0.30 per share) of capital markets environment charges and severance costs.

Results included capital markets environment charges of $117 million ($80 million after tax and $0.15 per share) recorded in BMO Capital Markets in respect of:

The above charges reduced trading non-interest revenue by $117 million. Further detail on the charges is provided in the Effects of the Capital Markets Environment on Second Quarter Results section.

Results also included severance costs of $118 million ($80 million after tax and $0.15 per share) recorded in Corporate Services.

Q2 2008
BMO’s results in the second quarter of 2008 included a net benefit of $42 million ($28 million after tax and $0.06 per share) related to the capital markets environment.

The net benefit of $42 million above was reflected in trading non-interest revenue ($71 million), other revenue ($6 million) and investment securities gains (-$35 million).

Q1 2009
Results in the first quarter of 2009 were affected by capital markets environment charges of $528 million ($359 million after tax and $0.69 per share). BMO Capital Markets recorded unrealized capital markets environment charges of $511 million ($348 million after tax), and PCG also recorded charges of $17 million ($11 million after tax) related to auction-rate securities.

The $528 million of charges outlined above reduced trading non-interest revenue ($285 million), investment securities gains ($226 million) and other revenue ($17 million).

YTD 2009
Net income for the year-to-date 2009 was affected by $763 million ($519 million after tax and $0.99 per share) of capital markets environment charges and severance costs. BMO Capital Markets recorded capital markets environment charges of $628 million ($428 million after tax) and PCG recorded charges of $17 million ($11 million after tax) related to auction-rate securities. There were also severance costs in Corporate Services of $118 million ($80 million after tax).

Non-interest revenue for year-to-date 2009 was affected by the $645 million of charges outlined above. There were reductions in trading non-interest revenue ($402 million), investment securities gains ($226 million) and other revenue ($17 million).

YTD 2008
Net income for the year-to-date 2008 was reduced by $506 million ($334 million after tax and $0.66 per share) of charges for certain trading activities and valuation adjustments and an increase in the general allowance for credit losses. They included $446 million ($296 million after tax) of charges in respect of the capital markets environment in BMO Capital Markets and a $60 million ($38 million after tax) increase in the general allowance for credit losses recorded in Corporate Services to reflect portfolio growth and risk migration.

Non-interest revenue for year-to-date 2008 was affected by the $446 million of charges outlined above. There were reductions in trading non-interest revenue ($349 million), investment securities gains ($58 million) and other revenue ($39 million).

To view the rest of this news release consisting of:

INVESTOR AND MEDIA PRESENTATION

Investor Presentation Materials
Interested parties are invited to visit our website at www.bmo.com/investorrelations to review this quarterly news release, presentation materials and a supplementary financial information package online.

Quarterly Conference Call and Webcast Presentations
Interested parties are also invited to listen to our quarterly conference call on Tuesday, May 26, 2009 at 2:00 p.m. (EDT). At that time, senior BMO executives will comment on results for the quarter and respond to questions from the investor community. The call may be accessed by telephone at 416-695-9753 (from within Toronto) or 1-888-789-0089 (toll-free outside Toronto). A replay of the conference call can be accessed until Monday, August 24, 2009 by calling 416-695-5800 (from within Toronto) or 1-800-408-3053 (toll-free outside Toronto) and entering passcode 3278111.

A live webcast of the call can be accessed on our website at www.bmo.com/investorrelations. A replay can be accessed on the site until Monday, August 24, 2009.

Media Relations Contacts
Ralph Marranca, Toronto, ralph.marranca@bmo.com, (416) 867-3996
Ronald Monet, Montreal, ronald.monet@bmo.com, (514) 877-1873

Investor Relations Contacts
Viki Lazaris, Senior Vice-President, viki.lazaris@bmo.com, (416) 867-6656
Steven Bonin, Director, steven.bonin@bmo.com, (416) 867-5452
Andrew Chin, Senior Manager, andrew.chin@bmo.com, (416) 867-7019

Chief Financial Officer
Russel Robertson, Interim Chief Financial Officer
russ.robertson@bmo.com, (416) 867-7360

Corporate Secretary
Blair Morrison, Vice-President & Corporate Secretary
corp.secretary@bmo.com, (416) 867-6785