BAM Bam Groep (Kon)

RNS No 7344b
BANK OF MONTREAL
6th February 1998


BANK OF MONTREAL AND ROYAL BANK RECIPROCAL OPTION AGREEMENTS

TORONTO, February 6, 1998 - As previously disclosed Bank of Montreal and Royal
Bank of Canada have entered into certain reciprocal option agreements with the
other, granting to the other, subject to regulatory approvals:

- the right to acquire, under certain circumstances, directly and through
  convertible preferred shares, up to 19.9% of its outstanding common shares at
  a price per common share equal to the closing price on the Toronto Stock
  Exchange on January 21, 1998; or

- corresponding share appreciation rights exercisable under certain 
circumstances.

The Toronto and Montreal stock exchanges issued their approvals of the Option
Agreements on February 6, 1998.  Similar approvals are being sought by the Banks
from other stock exchanges, as applicable.

The options/share appreciation rights would become exercisable by Bank of
Montreal or Royal Bank in connection with the termination of the definitive
Merger Agreement signed by Bank of Montreal and Royal Bank on January 23, 1998
in circumstances where certain termination fees provided for in the Merger
Agreement are payable by the other Bank.  The termination fee provisions of the
Merger Agreement and the Option Agreements have been entered into to increase
the likelihood that the Merger Agreement will be completed in accordance with
its terms.

Aside from their rights under the Option Agreements, neither of the Banks holds
or exercises control or direction over any voting or equity securities of the
other other than securities held by it and its affiliates and associates from
time to time in the ordinary course of their businesses as portfolio managers,
investment managers, traders, trustees, custodians or secured lenders or to
hedge obligations under derivative products.

Contacts:

Bank of Montreal                                  Royal Bank of Canada
Joe Barbera, Toronto, 416-927-2740                Dan Maceluch, 416-974-5506
Ronald Monet, Montreal, 514-877-1101              


END

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