CERTIFICATE OF DESIGNATION




Exhibit 4.4


TD WATERHOUSE GROUP, INC.



CERTIFICATE OF DESIGNATIONS,



PREFERENCES, RIGHTS AND LIMITATIONS OF




SPECIAL VOTING PREFERRED STOCK




Pursuant to Section 151 of the General




Corporation Law of the State of Delaware



     
TD Waterhouse Group, Inc. (hereinafter referred to as the
“Corporation”), a corporation organized and existing
under the General Corporation Law of the State of Delaware, in
accordance with the provisions of Section 151 of the
General Corporation Law of the State of Delaware, as amended,
does HEREBY CERTIFY that the following resolution has been duly
adopted by the Board of Directors of the Corporation:


     
RESOLVED, that pursuant to the authority expressly granted to
and vested in the Board of Directors of the Corporation by the
provisions of the Amended and Restated Certificate of
Incorporation of the Corporation (the “Certificate of
Incorporation”), there is hereby created, out of the
100,000,000 shares of Preferred Stock, par value $.01 per share,
of the Corporation authorized in Article Fourth of the
Certificate of Incorporation (the “Preferred Stock”),
a series of Preferred Stock of the Corporation, to be designated
“Special Voting Preferred Stock,” consisting of one
(1) share, which series shall have the following voting powers,
designations, preferences and relative, participating, optional
and other rights, and the following qualifications, limitations
and restrictions (in addition to the powers, designations,
preferences and relative, participating, optional and other
rights, and the qualifications, limitations and restrictions,
set forth in the Certificate of Incorporation which are
applicable to the Preferred Stock):


     
SECTION 1.  DESIGNATION AND SIZE OF ISSUE.


     
(A)  The designation of the series of Preferred Stock shall
be “Special Voting Preferred Stock” (herein referred
to as the “Special Voting Preferred Stock”), and the
number of shares constituting the Special Voting Preferred Stock
shall be one (1) share.


     
(B)  Any share of Special Voting Preferred Stock which at
any time has been redeemed or otherwise reacquired by the
Corporation shall, after such redemption or other acquisition,
resume the status of authorized and unissued shares of Preferred
Stock, without designation as to series, until such share is
once more designated as part of a particular series by the Board
of Directors.


     
SECTION 2.  VOTING RIGHTS OF SPECIAL VOTING PREFERRED
STOCK.


     
(A)  GENERAL. Except as otherwise required by law or the
Certificate of Incorporation, the holder of record of the share
of Special Voting Preferred Stock shall have a number of votes
equal to the number of exchangeable preference shares
(“Exchangeable Shares”) of TD Waterhouse Investor
Services (Canada) Inc., an Ontario corporation (“TD
Waterhouse Canada”), outstanding from time to time which
are not owned by the Corporation or any of its subsidiaries, in
each case for the election of directors and on all matters
submitted generally to a






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vote of stockholders of the Corporation.


     
(B)  COMMON STOCK AND SPECIAL VOTING PREFERRED STOCK
IDENTICAL IN VOTING RIGHTS. Except as otherwise required by law
or the Certificate of Incorporation, in respect of all matters
concerning the voting of shares of capital stock of the
Corporation, the Common Stock (and any other class or series of
capital stock of the Corporation entitled to vote generally with
the Common Stock) and the Special Voting Preferred Stock shall
vote as a single class and such voting rights shall be identical
in all respects.


     
(C)  SPECIAL CLASS VOTE. Notwithstanding the foregoing or
any other provision of the Certificate of Incorporation, the
Corporation shall not, without the consent of the holder of the
Special Voting Preferred Stock, voting as a separate class,
(i) alter or change the provisions of the Certificate of
Incorporation (whether by amendment, merger or otherwise) so as
to adversely affect the voting powers, preferences or special
rights of the Special Voting Preferred Stock, or
(ii) create or issue additional shares of Special Voting
Preferred Stock.


     
SECTION 3.  LIQUIDATION. In the event of any
liquidation, dissolution or winding up of the Corporation, the
holder of the share of Special Voting Preferred Stock shall not
be entitled to participate in any distribution of assets of the
Corporation. For the purposes of this Section 3, neither
the sale, conveyance, exchange or transfer (for cash, shares of
stock, securities or other consideration) of all or
substantially all of the property or assets of the Corporation,
nor the consolidation or merger of the Corporation with or into
one or more other entities, shall be deemed to be a liquidation,
dissolution or winding-up of the Corporation.


     
SECTION 4.  DIVIDENDS. The holder of the Special
Voting Preferred Stock shall not be entitled to receive any
dividends, whether payable in cash, in property or in shares of
capital stock of the Corporation.


     
SECTION 5.  CONVERSION OR EXCHANGE. The holder of the
share of Special Voting Preferred Stock shall not have any
rights hereunder to convert such share into, or exchange such
share for, shares of any other series or class of capital stock
of the Corporation or of any other person.


     
SECTION 6.  REDEMPTION. The share of Special Voting
Preferred Stock shall not be subject to redemption, except that
at such time as no Exchangeable Shares (other than Exchangeable
Shares owned by the Corporation or any of its subsidiaries),
shall be outstanding, and there are no shares of stock, debt,
options or other agreements of TD Waterhouse Canada which could
give rise to the issuance of any Exchangeable Shares to any
person (other than to the Corporation or any of its
subsidiaries), the Special Voting Preferred Stock shall
automatically be redeemed by the Corporation without the payment
of any consideration by the Corporation and shall thereupon be
cancelled and retired in accordance with Section 1(B)
hereof.


     
SECTION 7.  TRANSFER PROVISIONS. The share of Special
Voting Preferred Stock, and any interest therein, may not be
transferred, assigned or otherwise disposed of without the prior
approval of the Board of Directors of the Corporation. Any
attempted transfer, assignment or other disposition in violation
of this provision shall be void and of no force or effect.






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IN WITNESS WHEREOF, the Corporation has caused this certificate
to be signed and attested this 18th day of June, 1999.



		
	 	
        TD WATERHOUSE GROUP, INC.





			
	 	By: 	
        /s/ RICHARD H. NEIMAN



		
	 	
        

	 	
        Name:  Richard H. Neiman
	 	
        Title:  Secretary