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                                                                     EXHIBIT 4.1




                         1999 TD WATERHOUSE GROUP, INC.
                              STOCK INCENTIVE PLAN



1.       PURPOSE OF THE PLAN

                  The purpose of the Plan is to aid the Company and its
Affiliates in recruiting and retaining employees or directors of outstanding
ability and to motivate such employees or directors to exert their best efforts
on behalf of the Company and its Affiliates by providing incentives through the
granting of Awards. The Company expects that it will benefit from the added
interest which such employees or directors will have in the welfare of the
Company as a result of their proprietary interest in the Company's success.

2.       DEFINITIONS

         The following capitalized terms used in the Plan have the respective
meanings set forth in this Section:

                  (a)      Act: The Securities Exchange Act of 1934, as amended,
                           or any successor thereto.

                  (b)      Administrator: The chief executive officer of the
                           Company or any person designated by such chief
                           executive officer.

                  (c)      Affiliate: With respect to the Company, any entity
                           directly or indirectly controlling, controlled by, or
                           under common control with, the Company or any other
                           entity designated by the Board in which the Company
                           or an Affiliate has an interest.

                  (d)      Award: An Option, Stock Appreciation Right or Other
                           Stock-Based Award granted pursuant to the Plan.

                  (e)      Beneficial Owner: A "beneficial owner", as such term
                           is defined in Rule 13d-3 under the Act (or any
                           successor rule thereto).

                  (f)      Board: The Board of Directors of the Company.

                  (g)      Change in Control: The occurrence of any of the
                           following events:

                           (i) any Person (other than a Person holding
                           securities representing 10% or more of the combined
                           voting power of the Company's outstanding securities
                           as of the Effective Date, the Company, any
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                           trustee or other fiduciary holding securities under
                           an employee benefit plan of the Company, or any
                           company owned, directly or indirectly, by the
                           shareholders of the Company in substantially the same
                           proportions as their ownership of stock of the
                           Company), becomes the Beneficial Owner, directly or
                           indirectly, of securities of the Company,
                           representing 35% or more of the combined voting power
                           of the Company's then-outstanding securities and such
                           voting power is greater than the voting power held by
                           Toronto-Dominion Bank;

                           (ii) during any period of twenty-four consecutive
                           months (not including any period prior to the
                           Effective Date), individuals who at the beginning of
                           such period constitute the Board, and any new
                           director (other than a director nominated by any
                           Person (including the Company) who publicly announces
                           an intention to take or to consider taking actions
                           (including, but not limited to, an actual or
                           threatened proxy contest) which if consummated would
                           constitute a Change in Control) whose election by the
                           Board or nomination for election by the Company's
                           shareholders was approved by a vote of at least
                           two-thirds (2/3) of the directors then still in
                           office who either were directors at the beginning of
                           the period or whose election or nomination for
                           election was previously so approved, cease for any
                           reason to constitute at least a majority thereof;

                           (iii) the consummation of any transaction or series
                           of transactions under which the Company is merged or
                           consolidated with any other company, other than a
                           merger or consolidation which would result in (A) the
                           shareholders of the Company immediately prior thereto
                           continuing to own (either by remaining outstanding or
                           by being converted into voting securities of the
                           surviving entity) more than 50% of the combined
                           voting power of the voting securities of the Company
                           or such surviving entity outstanding immediately
                           after such merger or consolidation or (B) Toronto
                           Dominion continuing to hold at least 35% of the
                           combined voting power of the voting securities of the
                           Company or such surviving entity outstanding
                           immediately after such merger or consolidation unless
                           a Person holds a greater percentage of such combined
                           voting power; or

                           (iv) the complete liquidation of the Company or the
                           sale or disposition by the Company of all or
                           substantially all of the Company's assets, other than
                           a liquidation of the Company into a wholly-owned
                           subsidiary.

                  (h)      Code: The Internal Revenue Code of 1986, as amended,
                           or any successor thereto.
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                  (i)      Committee: The Management Resources Committee of the
                           Board.

                  (j)      Company: TD Waterhouse Group, Inc., a Delaware
                           corporation.

                  (k)      Effective Date: The date the Board approves the Plan,
                           or such later date as is designated by the Board.

                  (l)      Fair Market Value: with respect to the Shares, means,
                           on any given date, the fair market value of a Share
                           as determined pursuant to subsection (i) or (ii)
                           below:

                           (i) the weighted average of the high and low prices
                           of the Shares as reported on such date on the
                           Composite Tape of the principal national securities
                           exchange on which such Shares are listed or admitted
                           to trading, or, if no Composite Tape exists for such
                           national securities exchange on such date, then on
                           the principal national securities exchange on which
                           such Shares are listed or admitted to trading, or, if
                           the Shares are not listed or admitted on a national
                           securities exchange, the weighted average of the per
                           Share closing bid price and per Share closing asked
                           price on such date as quoted on the National
                           Association of Securities Dealers Automated Quotation
                           System (or such market in which such prices are
                           regularly quoted), or, if there is no market on which
                           the Shares are regularly quoted, the Fair Market
                           Value shall be the value established by the Committee
                           in good faith. If no sale of Shares shall have been
                           reported on such Composite Tape or such national
                           securities exchange on such date or quoted on the
                           National Association of Securities Dealer Automated
                           Quotation System on such date, then the immediately
                           preceding date on which sales of the Shares have been
                           so reported or quoted shall be used.

                           (ii) Notwithstanding the foregoing, Fair Market Value
                           on the First Award Date shall be the initial public
                           offering price of the Shares.

                  (m)      First Award Date: means the date that the
                           registration statement relating to the Company's
                           initial public offering of Shares are declared
                           effective by the Securities and Exchange Commission.

                  (n)      ISO: An Option that is also an incentive stock option
                           granted pursuant to Section 6(d) of the Plan.

                  (o)      LSAR: A limited stock appreciation right granted
                           pursuant to Section 7(d) of the Plan.
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                  (p)      Other Stock-Based Awards: Awards granted pursuant to
                           Section 8 of the Plan.

                  (q)      Option: A stock option granted pursuant to Section 6
                           of the Plan.

                  (r)      Option Price: The purchase price per Share of an
                           Option, as determined pursuant to Section 6(a) of the
                           Plan.

                  (s)      Participant: An employee or director who is selected
                           by the Committee to participate in the Plan.

                  (t)      Performance-Based Awards: Certain Other Stock-Based
                           Awards granted pursuant to Section 8(b) of the Plan.

                  (u)      Person: A "person", as such term is used for purposes
                           of Section 13(d) or 14(d) of the Act (or any
                           successor section thereto).

                  (v)      Plan: The 1999 TD Waterhouse Group, Inc. Stock
                           Incentive Plan.

                  (w)      Shares: Shares of common stock of the Company.

                  (x)      Stock Appreciation Right: A stock appreciation right
                           granted pursuant to Section 7 of the Plan.

                  (y)      Subsidiary: A subsidiary corporation, as defined in
                           Section 424(f) of the Code (or any successor section
                           thereto).

3.       SHARES SUBJECT TO THE PLAN

                  Subject to Section 9(a), the total number of Shares which may
be issued under the Plan shall be 32,850,000 Shares, subject to adjustment as
set forth in Section 9. Subject to Section 9(a), the maximum number of Shares
for which Awards may be granted under the plan to any Participant shall not
exceed 5% of the outstanding Shares of the Company and the maximum number of
Shares for which Options and Stock Appreciation Rights may be granted during a
calendar year to any Participant shall be one million. The Shares may consist,
in whole or in part, of unissued Shares or treasury Shares. The issuance of
Shares or the payment of cash upon the exercise of an Award shall reduce the
total number of Shares available under the Plan, as applicable. Shares which are
subject to Awards which terminate or lapse may be granted again under the Plan.

4.       ADMINISTRATION

                  The Plan shall be administered by the Committee, which may
delegate its duties and powers in whole or in part to any subcommittee thereof
consisting solely of at
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least two individuals who are intended to qualify as "non-employee directors"
within the meaning of Rule 16b-3 under the Act (or any successor rule thereto)
and "outside directors" within the meaning of Section 162(m) of the Code (or any
successor section thereto). Awards may, in the discretion of the Committee, be
made under the Plan in assumption of, or in substitution for, outstanding awards
previously granted by Affiliates of the Company or a company acquired by the
Company or with which the Company combines. The number of Shares underlying such
substitute awards shall be counted against the aggregate number of Shares
available for Awards under the Plan. The Committee is authorized to interpret
the Plan, to establish, amend and rescind any rules and regulations relating to
the Plan, and to make any other determinations that it deems necessary or
desirable for the administration of the Plan. The Committee may correct any
defect or supply any omission or reconcile any inconsistency in the Plan in the
manner and to the extent the Committee deems necessary or desirable. Any
decision of the Committee in the interpretation and administration of the Plan,
as described herein, shall lie within its sole and absolute discretion and shall
be final, conclusive and binding on all parties concerned (including, but not
limited to, Participants and their beneficiaries or successors). The Committee
shall have the full power and authority to establish the terms and conditions of
any Award consistent with the provisions of the Plan and to waive any such terms
and conditions at any time (including, without limitation, accelerating or
waiving any vesting conditions). The Committee shall require payment of any
amount it may determine to be necessary to withhold for federal, state, local or
other taxes as a result of the exercise of an Award. Unless the Committee
specifies otherwise, the Participant may elect to pay a portion or all of such
withholding taxes by (a) delivery in Shares or (b) having Shares withheld by the
Company from any Shares that would have otherwise been received by the
Participant. The Committee, by specific resolution, may constitute the
Administrator as a committee of one which shall have the authority to grant
Awards equal to a number of Shares established by the Committee in each calendar
year to Participants who are not "covered employees" as defined in Section
162(m) of the Code or expected to be covered employees; provided, however, that
the Administrator shall notify the Committee of any such grants made pursuant to
this Section 4

5.       LIMITATIONS

                  No Award may be granted under the Plan after the tenth
anniversary of the Effective Date, but Awards theretofore granted may extend
beyond that date.

6.       TERMS AND CONDITIONS OF OPTIONS

                  Options granted under the Plan shall be, as determined by the
Committee, non-qualified or incentive stock options for federal income tax
purposes, as evidenced by the related Award agreements, and shall be subject to
the foregoing and the following terms and conditions and to such other terms and
conditions, not inconsistent therewith, as the Committee shall determine:
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                  (a) Option Price. The Option Price per Share shall be
determined by the Committee, but shall not be less than 100% of the Fair Market
Value of the Shares on the date an Option is granted.

                  (b) Exercisability. Options granted under the Plan shall be
exercisable at such time and upon such terms and conditions as may be determined
by the Committee, but in no event shall an Option be exercisable more than ten
years after the date it is granted.

                  (c) Exercise of Options. Except as otherwise provided in the
Plan or in an Award agreement, an Option may be exercised for all, or from time
to time any part, of the Shares for which it is then exercisable. For purposes
of Section 6 of the Plan, the exercise date of an Option shall be the later of
the date a notice of exercise is received by the Company and, if applicable, the
date payment is received by the Company pursuant to clauses (i), (ii) or (iii)
in the following sentence. The purchase price for the Shares as to which an
Option is exercised shall be paid to the Company in full at the time of exercise
at the election of the Participant, subject to the approval of the Company, (i)
in cash or its equivalent (e.g., by check), (ii) except in the case of Canadian
resident Participants, in Shares having a Fair Market Value equal to the
aggregate Option Price for the Shares being purchased and satisfying such other
requirements as may be imposed by the Committee; provided, that such Shares have
been held by the Participant for no less than six months (or such other period
as established from time to time by the Committee or generally accepted
accounting principles), (iii) partly in cash and partly in such Shares or (iv)
through the delivery of irrevocable instruments to a broker to deliver promptly
to the Company an amount equal to the aggregate option price for the shares
being purchased. No Participant shall have any rights to dividends or other
rights of a stockholder with respect to Shares subject to an Option until the
Participant has given written notice of exercise of the Option, paid in full for
such Shares and, if applicable, has satisfied any other conditions imposed by
the Committee pursuant to the Plan.

                  (d) ISOs. The Committee may grant Options under the Plan that
are intended to be ISOs. Such ISOs shall comply with the requirements of Section
422 of the Code (or any successor section thereto). No ISO may be granted to any
Participant who at the time of such grant, owns more than ten percent of the
total combined voting power of all classes of stock of the Company or of any
Subsidiary, unless (i) the Option Price for such ISO is at least 110% of the
Fair Market Value of a Share on the date the ISO is granted and (ii) the date on
which such ISO terminates is a date not later than the day preceding the fifth
anniversary of the date on which the ISO is granted. Any Participant who
disposes of Shares acquired upon the exercise of an ISO either (i) within two
years after the date of grant of such ISO or (ii) within one year after the
transfer of such Shares to the Participant, shall notify the Company of such
disposition and of the amount realized upon such disposition.

                  (e) Attestation. Wherever in this Plan or any agreement
evidencing an Award a Participant is permitted to pay the exercise price of an
Option or taxes relating to the exercise of an Option by delivering Shares, the
Participant may, subject to procedures
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satisfactory to the Committee, satisfy such delivery requirement by presenting
proof of beneficial ownership of such Shares, in which case the Company shall
treat the Option as exercised without further payment and shall withhold such
number of Shares from the Shares acquired by the exercise of the Option.

7.       TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS

                  (a) Grants. The Committee also may grant (i) a Stock
Appreciation Right independent of an Option or (ii) a Stock Appreciation Right
in connection with an Option, or a portion thereof. A Stock Appreciation Right
granted pursuant to clause (ii) of the preceding sentence (A) may be granted at
the time the related Option is granted or at any time prior to the exercise or
cancellation of the related Option, (B) shall cover the same Shares covered by
an Option (or such lesser number of Shares as the Committee may determine) and
(C) shall be subject to the same terms and conditions as such Option except for
such additional limitations as are contemplated by this Section 7 (or such
additional limitations as may be included in an Award agreement).

                  (b) Terms. The exercise price per Share of a Stock
Appreciation Right shall be an amount determined by the Committee but in no
event shall such amount be less than the greater of (i) the Fair Market Value of
a Share on the date the Stock Appreciation Right is granted or, in the case of a
Stock Appreciation Right granted in conjunction with an Option, or a portion
thereof, the Option Price of the related Option and (ii) an amount permitted by
applicable laws, rules, by-laws or policies of regulatory authorities or stock
exchanges. Each Stock Appreciation Right granted independent of an Option shall
entitle a Participant upon exercise to an amount equal to (i) the excess of (A)
the Fair Market Value on the exercise date of one Share over (B) the exercise
price per Share, times (ii) the number of Shares covered by the Stock
Appreciation Right. Each Stock Appreciation Right granted in conjunction with an
Option, or a portion thereof, shall entitle a Participant to surrender to the
Company the unexercised Option, or any portion thereof, and to receive from the
Company in exchange therefor an amount equal to (i) the excess of (A) the Fair
Market Value on the exercise date of one Share over (B) the Option Price per
Share, times (ii) the number of Shares covered by the Option, or portion
thereof, which is surrendered. The date a notice of exercise is received by the
Company shall be the exercise date. Payment shall be made in Shares or in cash,
or partly in Shares and partly in cash (any such Shares valued at such Fair
Market Value), all as shall be determined by the Committee. Stock Appreciation
Rights may be exercised from time to time upon actual receipt by the Company of
written notice of exercise stating the number of Shares with respect to which
the Stock Appreciation Right is being exercised. No fractional Shares will be
issued in payment for Stock Appreciation Rights, but instead cash will be paid
for a fraction or, if the Committee should so determine, the number of Shares
will be rounded downward to the next whole Share.

                  (c) Limitations. The Committee may impose, in its discretion,
such conditions upon the exercisability or transferability of Stock Appreciation
Rights as it may deem fit.
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                  (d) Limited Stock Appreciation Rights. The Committee may grant
LSARs that are exercisable upon the occurrence of specified contingent events.
Such LSARs may provide for a different method of determining appreciation, may
specify that payment will be made only in cash and may provide that any related
Awards are not exercisable while such LSARs are exercisable. Unless the context
otherwise requires, whenever the term "Stock Appreciation Right" is used in the
Plan, such term shall include LSARs.

8.       OTHER STOCK-BASED AWARDS

                  (a) Generally. The Committee, in its sole discretion, may
grant Awards of Shares, Awards of restricted Shares and Awards that are valued
in whole or in part by reference to, or are otherwise based on the Fair Market
Value of, Shares ("Other Stock-Based Awards"). Such Other Stock-Based Awards
shall be in such form, and dependent on such conditions, as the Committee shall
determine, including, without limitation, the right to receive one or more
Shares (or the equivalent cash value of such Shares) upon the completion of a
specified period of service, the occurrence of an event and/or the attainment of
performance objectives. Other Stock-Based Awards may be granted alone or in
addition to any other Awards granted under the Plan. Subject to the provisions
of the Plan, the Committee shall determine to whom and when Other Stock-Based
Awards will be made, the number of Shares to be awarded under (or otherwise
related to) such Other Stock-Based Awards; whether such Other Stock-Based Awards
shall be settled in cash, Shares or a combination of cash and Shares; and all
other terms and conditions of such Awards (including, without limitation, the
vesting provisions thereof and provisions ensuring that all Shares so awarded
and issued shall be fully paid and non-assessable).

                  (b) Performance-Based Awards. Notwithstanding anything to the
contrary herein, certain Other Stock-Based Awards granted under this Section 8
may be granted in a manner which is deductible by the Company under Section
162(m) of the Code (or any successor section thereto) ("Performance-Based
Awards"). A Participant's Performance-Based Award shall be determined based on
the attainment of written performance goals approved by the Committee for a
performance period established by the Committee (i) while the outcome for that
performance period is substantially uncertain and (ii) no more than 90 days
after the commencement of the performance period to which the performance goal
relates or, if less, the number of days which is equal to 25 percent of the
relevant performance period. The performance goals, which must be objective,
shall be based upon one or more of the following criteria: (i) consolidated
earnings before or after taxes (including earnings before interest, taxes,
depreciation and amortization); (ii) net income; (iii) operating income; (iv)
earnings per Share; (v) book value per Share; (vi) return on shareholders'
equity; (vii) expense management; (viii) return on investment; (ix) improvements
in capital structure; (x) profitability of an identifiable business unit or
product; (xi) maintenance or improvement of profit margins; (xii) stock price;
(xiii) market share; (xiv) revenues or sales; (xv) costs; (xvi) cash flow;
(xvii) working capital and (xviii) return on assets. The foregoing criteria
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may relate to the Company, one or more of its Subsidiaries or one or more of its
divisions or units, or any combination of the foregoing, and may be applied on
an absolute basis and/or be relative to one or more peer group companies or
indices, or any combination thereof, all as the Committee shall determine. In
addition, to the degree consistent with Section 162(m) of the Code (or any
successor section thereto), the performance goals may be calculated without
regard to extraordinary items. The maximum amount of a Performance-Based Award
during a calendar year to any Participant shall be: (x) with respect to
Performance-Based Awards that are denominated in Shares, one million Shares and
(y) with respect to Performance-Based Awards that are not denominated in Shares,
$5,000,000. The Committee shall determine whether, with respect to a performance
period, the applicable performance goals have been met with respect to a given
Participant and, if they have, to so certify and ascertain the amount of the
applicable Performance-Based Award. No Performance-Based Awards will be paid for
such performance period until such certification is made by the Committee. The
amount of the Performance-Based Award actually paid to a given Participant may
be less than the amount determined by the applicable performance goal formula,
at the discretion of the Committee. The amount of the Performance-Based Award
determined by the Committee for a performance period shall be paid to the
Participant at such time as determined by the Committee in its sole discretion
after the end of such performance period; provided, however, that a Participant
may, if and to the extent permitted by the Committee and consistent with the
provisions of Section 162(m) of the Code, elect to defer payment of a
Performance-Based Award.

9.       ADJUSTMENTS UPON CERTAIN EVENTS

                  Notwithstanding any other provisions in the Plan to the
contrary, the following provisions shall apply to all Awards granted under the
Plan:

                  (a) Generally. In the event of any change in the outstanding
Shares after the Effective Date by reason of any Share dividend or split,
reorganization, recapitalization, merger, consolidation, spin-off, combination,
combination or transaction or exchange of Shares or other corporate exchange, or
any distribution to shareholders of Shares other than regular cash dividends or
any transaction similar to the foregoing, the Committee in its sole discretion
and without liability to any person may make such substitution or adjustment, if
any, as it deems to be equitable, as to (i) the number or kind of Shares or
other securities issued or reserved for issuance pursuant to the Plan or
pursuant to outstanding Awards, (ii) the maximum number of Shares for which
Options or Stock Appreciation Rights may be granted during a calendar year to
any Participant, (iii) the Option Price or exercise price of any stock
appreciation right and/or (iv) any other affected terms of such Awards.

                  (b) Change in Control. In the event of a Change of Control
after the Effective Date, (i) any outstanding Awards then held by Participants
which are unexercisable or otherwise unvested shall automatically be deemed
exercisable or otherwise vested, as the case may be, as of immediately prior to
such Change of Control and (ii) the Committee may, but shall not be obligated
to, make provision for a cash
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payment to the holder of an outstanding Award in consideration for the
cancellation of such Award which, in the case of Options and Stock Appreciation
Rights, shall equal the excess, if any, of the Fair Market Value of the Shares
subject to such Options or Stock Appreciation Rights over the aggregate exercise
price of such Options or Stock Appreciation Rights.

10.      NO RIGHT TO EMPLOYMENT OR AWARDS

                  The granting of an Award under the Plan shall impose no
obligation on the Company or any Subsidiary to continue the employment or
service or consulting relationship of a Participant and shall not lessen or
affect the Company's or Subsidiary's right to terminate the employment or
service or consulting relationship of such Participant. No Participant or other
Person shall have any claim to be granted any Award, and there is no obligation
for uniformity of treatment of Participants, or holders or beneficiaries of
Awards. The terms and conditions of Awards and the Committee's determinations
and interpretations with respect thereto need not be the same with respect to
each Participant (whether or not such Participants are similarly situated).

11.      SUCCESSORS AND ASSIGNS

                  The Plan shall be binding on all successors and assigns of the
Company and a Participant, including without limitation, the estate of such
Participant and the executor, administrator or trustee of such estate, or any
receiver or trustee in bankruptcy or representative of the Participant's
creditors.

12.      NONTRANSFERABILITY OF AWARDS

                  Unless otherwise determined by the Committee, an Award shall
not be transferable or assignable by the Participant otherwise than by will or
by the laws of descent and distribution. An Award exercisable after the death of
a Participant may be exercised by the legatees, personal representatives or
distributees of the Participant.

13.      AMENDMENTS OR TERMINATION

                  The Board may amend, alter or discontinue the Plan, but no
amendment, alteration or discontinuation shall be made which, (a) without the
approval of the shareholders of the Company, would (except as is provided in
Section 9 of the Plan), increase the total number of Shares reserved for the
purposes of the Plan or change the maximum number of Shares for which Awards may
be granted to any Participant or (b) without the consent of a Participant, would
impair any of the rights or obligations under any Award theretofore granted to
such Participant under the Plan; provided, however, that the Committee may amend
the Plan in such manner as it deems necessary to permit the granting of Awards
meeting the requirements of the Code or other applicable laws.
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14.      INTERNATIONAL PARTICIPANTS

                  With respect to Participants who reside or work outside the
United States of America and who are not (and who are not expected to be)
"covered employees" within the meaning of Section 162(m) of the Code, the
Committee may, in its sole discretion, amend the terms of the Plan or Awards
with respect to such Participants in order to conform such terms with the
requirements of local law.

15.      CHOICE OF LAW

                   The Plan shall be governed by and construed in accordance
with the laws of the State of Delaware without regard to conflicts of laws.

16.      EFFECTIVENESS OF THE PLAN

                  The Plan shall be effective as of the Effective Date, subject
to the approval of the shareholders of the Company.