U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM F-X
APPOINTMENT OF AGENT FOR SERVICE OF PROCESS
AND UNDERTAKING
A. Name of issuer or person filing ("Filer"):
COMPUTERSHARE TRUST COMPANY OF CANADA
B. This is [check one]:
[X] an original filing for the Filer
[ ] an amended filing for the Filer
C. Identify the filing in conjunction with which this Form is being filed:
Name of Registrant: THE TORONTO-DOMINION BANK
Form type: F-10
File Number (if known):
Filed by: THE TORONTO-DOMINION BANK
Date Filed DECEMBER 16, 2002
(if filed concurrently, so indicate): FILED CONCURRENTLY
D. The Filer is incorporated or organized under the laws of:
CANADA
and has its principal place of business at:
100 UNIVERSITY AVENUE,
8TH FLOOR SOUTH TOWER
TORONTO, ONTARIO M5J 2Y1
TELEPHONE NUMBER: (416) 263-9342
E. The Filer designates and appoints:
CT CORPORATION SYSTEM
111 EIGHTH AVENUE
13TH FLOOR
NEW YORK, NEW YORK 10011
TELEPHONE NUMBER: (212) 894-8940
as the agent ("Agent") of the Filer upon whom may be served
any process, pleadings, subpoenas, or other papers in:
(a) any investigation or administrative proceeding
conducted by the Commission; and
(b) any civil suit or action brought against the
Filer or to which the Filer has been joined as defendant or
respondent, in any appropriate court in any place subject to
the jurisdiction of any state or of the United States or of
any of its territories or possessions or of the District of
Columbia, where the investigation, proceeding or cause of
action arises out of or relates to or concerns the securities
in relation to which the Filer acts as trustee pursuant to
Rule 10a-5 under the Trust Indenture Act of 1939. The Filer
stipulates and agrees that any such civil suit or action or
administrative proceeding may be commenced by the service of
process upon, and that service of an administrative subpoena
shall be effected by service upon, such agent for service of
process, and that service as aforesaid shall be taken and held
in all courts and administrative tribunals to be valid and
binding as if personal service thereof had been made.
F. The Filer stipulates and agrees to appoint a successor agent
for service of process and file an amended Form F-X if the
Filer discharges the Agent or the Agent is unwilling or unable
to accept service on behalf of the Filer at any time during
which any of the securities subject to the indenture remain
outstanding. The Filer further undertakes to advise the
Commission promptly of any change to the Agent's name or
address during the applicable period by amendment of this
Form, referencing the file number of the relevant form in
conjunction with which the amendment is being filed.
* * *
The Filer certifies that it has duly caused this power of attorney,
consent, stipulation and agreement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Toronto, Country of
Canada this 12th day of December, 2002.
COMPUTERSHARE TRUST COMPANY OF CANADA
By: /S/ ANDREW RUZZA
---------------------------------
Name: Andrew Ruzza
Title: Professional, Corporate Trust
By: /S/ CARRIE SHEPPARD
---------------------------------
Name: Carrie Sheppard
Title: Professional, Corporate Trust
This statement has been signed by the following person in the capacity
indicated as of this 12th of December, 2002.
CT CORPORATION SYSTEM
an Agent for service of process for
Computershare Trust Company of
Canada
By: /S/ ROBIN LAPETERS
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Name: Robin LaPeters
Title: Assistant Secretary