Changes Requiring a Majority Vote. DTC participants include securities brokers and dealers, banks, trust companies and clearing corporations, and may include other organizations. Investors will be able to make and receive through Euroclear and Clearstream payments, deliveries, transfers, exchanges, notices and other transactions involving any securities held through those systems only on days when those systems are open for business. For debt securities denominated in one or more non-U. These forward-looking statements include, among others, statements with respect to our objectives for , our medium-term goals, and strategies to achieve those objectives and goals, as well as statements with respect to our beliefs, plans, objectives, expectations, anticipations, estimates and intentions. We may issue debt securities in amounts. Investors who hold securities in street name will be indirect owners, not registered holders, of those securities.

We have also been advised by such counsel, however, that there is substantial doubt whether an original action could be brought successfully in Canada predicated solely upon such civil liabilities. Holders of subordinated debt securities should recognize that contractual provisions in the subordinated debt indenture may prohibit us from making payments on these securities. The indentures and the debt securities will be governed by New York law, except that the subordination provisions in the subordinated debt indenture and certain provisions relating to the status of the senior debt securities under Canadian law in the senior debt indenture will be governed by the laws of the Province of Ontario and the laws of Canada applicable therein. In fact, if one of the remaining events of default occurred such as a bankruptcy and the debt securities become immediately due and payable, there may be such a shortfall. In connection with the offering of securities, we may grant to the underwriters an option to purchase additional securities to cover over-allotments, if any, at the initial public offering price with an additional underwriting commission , as may be set forth in the prospectus supplement for such securities.

The average of the noon buying rates on kf last business day of each full month during the relevant period. That particular day, usually about two weeks in advance of the interest due date, is called the regular record date and will be stated in the prospectus supplement.

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Fukakusa and James Archer-Shee his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to do any and all things and execute any and all instruments that such attorney may deem necessary or advisable under the U.


In addition, except as otherwise set forth in a prospectus supplement, the purpose of the sale of the subordinated debt securities will be to enlarge our capital base.

After that exchange, the choice of whether to hold the securities directly or in street name will be up to the investor. If we accomplish covenant defeasance, certain provisions of the indenture and the debt securities would no longer apply:.

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Remedies If an Event of Default Occurs. New York, New York Thus, by owning a debt security, you are one of our unsecured creditors. There must be a change in current U. Province or Other Jurisdiction of. Debt securities will not be considered outstanding, and therefore not eligible to vote, if we have given a notice of redemption and deposited or set aside in trust for the holders money for the payment or redemption of the debt securities.

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In those cases, we do not need to obtain the approval of the holder of that debt security; we need only obtain any required approvals from the holders of the affected debt peronal. If affaigs designate additional transfer agents, they will be named in the prospectus supplement.

The following documents with respect to us, filed with the various securities commissions or similar authorities in each of the Provinces of Canada, are specifically incorporated by reference in and form an integral part of this prospectus: These securities may not be sold nor may offers to buy be accepted prior to the time the Registration Statement becomes effective.

At such time or times on or after the effective date of this Registration Statement as the Registrant shall determine. If we accomplish covenant defeasance, you can still look affaurs us for repayment of the debt securities if there were a shortfall in the pesonal deposit. The prospectus supplement will include:. In that event, you would lose the protection of these covenants but would gain the protection of having money and U.

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Considerations Relating to Euroclear and Clearstream. This type is limited to clarifications and certain other changes that would not adversely affect in any material respect holders of the debt securities. If an Event of Default occurs, the trustee will have special duties. The subordinated debt securities issued under the subordinated debt indenture will be our direct unsecured obligations constituting subordinated indebtedness for the purpose of the Bank Act Canada and will therefore rank subordinate to our deposits.


If the prospectus supplement for a particular security indicates that the security will be issued in global form only, then the security will be represented by a global security at all times unless and until stqtement global security is terminated. The debt securities may also be issued as indexed securities or securities denominated in foreign currencies or currency units, as described in more detail in the prospectus supplement relating to any of the particular debt securities.

The subordination provisions of the subordinated debt indenture are governed by the laws persinal the Province of Ontario and the federal laws of Canada applicable therein.

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Holders of our debt securities, however, will have no approval right with respect to any transaction of this type. Modification of Subordination Provisions. This summary is subject to and qualified in its entirety by reference to all the provisions of the indentures, including definitions of certain terms used in the indentures. These offices are called paying agents.

If you hold securities through a bank, broker or other financial institution, either in book-entry form or in street name, you should check with your own institution to find out:.

We provide personal and commercial banking, wealth management, insurance, corporate and investment banking and transaction processing services on a global basis. The names of the underwriters, dealers or agents will be set affirs in supplements to this prospectus.

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There are four types of changes we can make to either indenture and the debt securities issued under that indenture. These forward-looking petsonal include, among others, statements with respect to our objectives forour medium-term goals, and strategies to achieve those objectives and goals, as well as statements with respect to our beliefs, plans, objectives, expectations, anticipations, estimates and intentions.

Net Foreign currency translation adjustment.