SETTLEMENT AGREEMENT AND RELEASE

1 Case 1:09-md-02036-JLK Document 2981-1 Entered on FLSD Docket 10/01/2012 Page 2 of 90. SETTLEMENT AGREEMENT AND RELEASE . This SETTLEMENT AGREEMENT and RELEASE ( AGREEMENT ) is made and entered into this 26th day of September, 2012, by and among Jeffrey M. Eno and Suzanne M. Cox ( Plaintiffs ), for themselves and on behalf of the SETTLEMENT Class, and BMO Harris Bank, , f/k/a M & I. Marshall & Ilsley Bank ( M & I Bank ), subject to the Court's preliminary and final approval as required by Rule 23 of the Federal Rules of Civil Procedure. As provided herein, M & I Bank, Class Counsel and Plaintiffs hereby stipulate and agree that, in consideration of the promises and covenants set forth in this AGREEMENT and upon entry by the Court of a Final Order and Judgment, all claims of the SETTLEMENT Class against M & I Bank in the actions titled In Re: Checking Account Overdraft Litigation, Case No.

2 1:09-md-02036-JLK; Eno v. M & I Marshall &. Ilsley Bank, FL Case No. 2:10-376, and Fla. Case No. 1:10-civ-22730-JLK, shall be settled, compromised, and dismissed upon the terms and conditions contained herein. I. Recitals The following recitals are material terms of this AGREEMENT . This AGREEMENT is made with reference to and in contemplation of the following facts and circumstances: 1. On June 16, 2010, Plaintiffs filed a putative Class Action Complaint in the United States District Court for the Middle District of Florida seeking monetary damages, restitution and declaratory relief from M & I Bank, arising from the allegedly unfair assessment, collection and disclosure of Overdraft Fees, styled Eno v. M & I Marshall & Ilsley Bank, No. 2:10-cv-376- CEH-SPC.

3 2. On July 27, 2010, the Judicial Panel on Multidistrict Litigation transferred the case for coordination with these proceedings, In re Checking Account Overdraft Fee Litigation, 1. Case 1:09-md-02036-JLK Document 2981-1 Entered on FLSD Docket 10/01/2012 Page 3 of 90. MDL No. 2036 ( MDL 2036 ). The claims against M & I Bank were assigned to MDL 2036's so-called Fourth Tranche of cases. 3. On November 15, 2010, M & I Bank filed a Motion to Compel Arbitration and Stay all Proceedings. (DE # 916). On December 2, 2010, Plaintiffs filed their Response to the Motion to Compel Arbitration. (DE # 983). On December 9, 2010, M & I Bank filed a Reply to its Motion to Compel Arbitration. (DE # 1006). 4. On April 18, 2011, the Court entered an order denying M & I's Motion to Compel Arbitration.

4 (DE # 1330) (the Order ). On April 29, 2011, M & I Bank filed a Notice of Appeal of the Order denying the Motion to Compel Arbitration. (DE #1375). Also on April 29, 2011, M & I Bank filed an unopposed Motion to Stay pending Appeal of the Order. (DE #1380). On May 4, 2011, the Court granted M & I Bank's Unopposed Motion to Stay conditioned on the posting of a supersedeas bond in the amount of $50,000. (DE # 1433). On May 6, 2011, M & I. Bank posted such supersedeas bond. (DE # 1443). 5. On June 15, 2011, M & I Bank filed its Appellant's Brief with the 11th Circuit Court of Appeals. On August 22, 2011, Plaintiffs filed their Appellees' Brief in Response to Appellant's Brief. Also, on August 22, 2011, Plaintiffs filed a Motion for Remand requesting this Court's consideration of the impact of the Concepcion holding on this case, which M & I.

5 Bank opposed on August 29, 2011. On September 14, 2011, M & I Bank filed its Reply Brief. On October 21, 2011, the 11th Circuit Court of Appeals ordered the remand motion to be carried with the case. 6. Beginning in September 2011, the Parties engaged in preliminary SETTLEMENT discussions. 2. Case 1:09-md-02036-JLK Document 2981-1 Entered on FLSD Docket 10/01/2012 Page 4 of 90. 7. On November 30, 2011, the Parties participated in a formal mediation session under the auspices of Professor Eric Green of Resolutions, LLC. In advance of the mediation, M & I Bank provided Class Counsel with certain aggregate information regarding its overdraft fee revenue. 8. As a result of the mediation, on December 19, 2011, the Parties signed a Memorandum of Understanding that memorialized, subject to a mutually agreeable written SETTLEMENT AGREEMENT and subject to preliminary approval and final approval by the Court as required by Rule 23 of the Federal Rules of Civil Procedure, the Parties' good faith intention to fully, finally, and forever resolve, discharge and RELEASE all rights and claims of the SETTLEMENT Class Members in exchange for M & I Bank's AGREEMENT to provide the SETTLEMENT consideration set forth in paragraphs 48-51 below.

6 9. In light of the SETTLEMENT , on December 30, 2011, the Parties filed a Joint Motion to Stay the Appeal until April 10, 2012. On January 13, 2012, the 11th Circuit Court of Appeals granted the Motion to Stay. Since that time, the Parties moved to extend the stay and have filed several status reports with the 11th Circuit Court of Appeals. On July 20, 2012, the Parties filed a motion to continue the stay until September 15, 2012, to facilitate their anticipated motion for preliminary approval of the SETTLEMENT . On July 27, 2012, the Court of Appeals granted that motion. 10. BMO Harris Bank, is contemporaneously entering into a separate SETTLEMENT AGREEMENT in the actions titled In Re: Checking Account Overdraft Litigation, Case No. 1:09-md- 02036-JLK; Blahut v.

7 Harris, , IL Case No. 1:10-cv-2543 and Fla. Case :10- civ-21821-JLK (the Harris SETTLEMENT ). In connection with this AGREEMENT and the Harris SETTLEMENT , BMO Harris Bank, has provided a sworn declaration describing certain 3. Case 1:09-md-02036-JLK Document 2981-1 Entered on FLSD Docket 10/01/2012 Page 5 of 90. information regarding its ongoing integration of M & I Bank Accounts and accounts covered by the Harris SETTLEMENT , demonstrating why providing direct account credits to SETTLEMENT Class Members who are Current Account Holders will be unduly burdensome and not feasible in connection with the SETTLEMENT Class Members Payments contemplated under this AGREEMENT . 11. The Parties now agree to settle the Action in its entirety, without any admission of liability, with respect to all Released Claims by the members of the SETTLEMENT Class who do not opt out of the SETTLEMENT .

8 The Parties intend this AGREEMENT to bind Plaintiffs, M & I Bank, and all members of the SETTLEMENT Class who do not timely request to be excluded from the SETTLEMENT . NOW, THEREFORE, in light of the foregoing, for good and valuable consideration, the receipt of which is hereby mutually acknowledged, the Parties agree, subject to approval by the Court, as follows. II. Definitions In addition to the terms defined at various points within this AGREEMENT , the following Defined Terms apply throughout this AGREEMENT and the attached exhibits: 12. Account means any consumer checking, demand deposit or savings account maintained by M & I Bank in the United States accessible by a Debit Card. For avoidance of doubt, Account does not include business accounts, even if such business account is held by a consumer.

9 13. Action means In Re: Checking Account Overdraft Litigation, Case No. 1:09- md-02036-JLK; Eno v. M & I Marshall & Ilsley Bank, FL Case No. 2:10-376, and Fla. Case No. 1:10-civ-22730-JLK, and any and all other cases pending in MDL 2036 as of the date of Preliminary Approval to the extent they assert claims against M & I Bank. 14. Class Counsel means: 4. Case 1:09-md-02036-JLK Document 2981-1 Entered on FLSD Docket 10/01/2012 Page 6 of 90. BRUCE S. ROGOW, Bruce Rogow, Esq. 500 E Broward Boulevard # 1930. Fort Lauderdale, FL 33394 BARON & BUDD, Russell Budd, Esq. 3102 Oak Lawn Avenue Suite 1100. Dallas, TX 75219. Tel: 214-521-3605. GOLOMB & HONIK, Richard Golomb, Esq. 1515 Market Street, Suite 1100. Philadelphia, PA 19102. Tel: 215-985-9177. GROSSMAN ROTH, Robert C.

10 Gilbert, Esq. Stuart Z. Grossman, Esq. 2525 Ponce de Leon, Suite 1150. Coral Gables, Florida 33134. Tel : 305-442-8666. LIEFF, CABRASER, HEIMANN & BERNSTEIN, LLP. Michael W. Sobol, Esq. Embarcadero Center West 275 Battery Street, 29th Floor San Francisco, CA 94111-3339. Tel: 415-956-1000. David S. Stellings, Esq. 250 Hudson Street, 8th Floor New York, NY 10013. Tel: 212-355-9500. PODHURST ORSECK, Aaron S. Podhurst, Esq. Peter Prieto, Esq. City National Bank Building 25 W. Flagler Street, Suite 800. Miami, FL 33130-1780. Tel: 305-358-2800. TRIEF & OLK. Ted. E. Trief, Esq. 5. Case 1:09-md-02036-JLK Document 2981-1 Entered on FLSD Docket 10/01/2012 Page 7 of 90. 150 East 58th Street, 34th Floor New York, NY 10155. Tel: 212-486-6060. WEBB, KLASE & LEMOND, Edward Adam Webb, Esq.