National Bank of Canada Issues First Preferred Shares Series 13

National Bank of Canada (the "Bank") today announced a domestic public offering of $125,000,000 of Non-cumulative First Preferred Shares Series 13 (the "Preferred Shares Series 13"). The offering may be increased to $175,000,000 prior to the closing date.

The Preferred Shares Series 13 will be priced at $25.00 per share. The holders of Preferred Shares Series 13 will be entitled to receive until and including August 15, 2005, fixed non-cumulative preferential cash dividends of 6.40% annually payable quarterly, if, as and when declared by the directors of the Bank of $ 0.40 per share. The initial dividend, if, as and when declared, would be $0.134 per share and payable on August 15, 2000. After August 15, 2005, holders of Preferred Shares Series 13 will be entitled to receive a floating non-cumulative preferential cash dividend, payable quarterly, if as and when declared by the directors of the Bank equal to the greater of (i) 95% of the Prime Rate and (ii) 6.15%.

Subject to regulatory approval, commencing August 15, 2005 and on every five years thereafter (a "Conversion Date"), the Bank may redeem the Preferred Shares Series 13 in whole or in part, by the payment in cash of a sum equal to $25.00, together with declared and unpaid dividends to the date fixed for redemption. On dates between Conversion Dates, the Bank may redeem the Preferred Shares Series 13 in whole, by the payment in cash of a sum equal to $ 25.50 per Preferred Shares Series 13 together with declared and unpaid dividends to the date fixed for redemption.

Commencing on August 15, 2000 and on each successive Conversion Date, holders of Preferred Shares Series 13 will have the right to convert their shares into Preferred Shares Series 14, provided that the Bank has not delivered a notice of redemption in respect of Preferred Shares Series 13. The provisions of the Preferred Shares Series 14 will be similar to the Preferred Shares Series 13 and will have a non-cumulative preferential cash dividend equal to 100% of the five year Government of Canada Yield for the following five year period. On August 15, 2010 and at the end of every successive five year period thereafter, holders of Preferred Shares Series 14 will have the right to convert their shares into Preferred Shares Series 13.

The offering will be underwritten by a syndicate led by National Bank Financial Inc. The expected closing date of the offering is July 13, 2000. The net proceeds of the offering will be used for general banking purposes and will enlarge the Bank's Tier 1 capital base. The Bank will file a short form prospectus concerning the offering of the Preferred Shares Series 13 with the securities commission or similar regulatory authority in each province of Canada.

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