COVERED EMPLOYEE CASH INCENTIVE PLAN




Exhibit 10.14


TD WATERHOUSE GROUP, INC.



COVERED EMPLOYEE CASH INCENTIVE PLAN


1.  Purpose of the Plan


     
The purpose of the Plan is to advance the interests of the
Company and its shareholders by providing incentives in the form
of periodic cash bonus awards to certain key employees of the
Company and its Affiliates who contribute significantly to the
strategy and long-term performance objectives and growth of the
Company and its Affiliates.


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)  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.
	 
	 	     
	(c)  Award: A periodic cash bonus award
	granted pursuant to the Plan.
	 
	 	     
	(d)  Board: The Board of Directors of the
	Company.
	 
	 	     
	(e)  Code: The Internal Revenue Code of 1986,
	as amended, or any successor thereto.
	 
	 	     
	(f)  Committee: The Management Resources
	Committee of the Board, or any successor thereto or any other
	committee designated by the Board to assume the obligations of
	the Committee hereunder.
	 
	 	     
	(g)  Company: TD Waterhouse Group, Inc., a
	Delaware corporation.
	 
	 	     
	(h)  Covered Employee: An employee who is, or
	who is anticipated to become, a covered employee, as such term
	is defined in Section 162(m) of the Code (or any successor
	section thereto).
	 
	 	     
	(i)  Effective Date: The date on which the
	Plan takes effect, as defined pursuant to Section 13 of the
	Plan.
	 
	 	     
	(j)  Participant: A Covered Employee of the
	Company or any of its Affiliates who is selected by the
	Committee to participate in the Plan pursuant to Section 4
	of the Plan.
	 
	 	     
	(k)  Performance Period: The calendar year or
	any other period that the Committee, in its sole discretion, may
	determine.
	 
	 	     
	(l)  Plan: The TD Waterhouse Group, Inc.
	Covered Employee Cash Incentive Plan.
	 
	 	     
	(m)  Shares: Shares of common stock, par
	value $0.01 per Share, of the Company.
	 
	 	     
	(n)  Subsidiary: A subsidiary corporation, as
	defined in Section 424(f) of the Code (or any successor
	section thereto).




3.  Administration


     
The Plan shall be administered by the Committee or such other
persons designated by the Board. The Committee may delegate its
duties and powers in whole or in part to any subcommittee
thereof consisting solely of at least two-individuals who are
each “non-employee directors” within the meaning of
Rule 16b-3 of 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). The Committee shall have the authority to select the
Covered Employees to be granted Awards under the Plan, to
determine the size and terms of an Award (subject to the
limitations imposed on Awards in Section 5 below), to
modify the terms of any Award that has been granted


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(except for any modification that would increase the amount of
the Award), to determine the time when Awards will be made and
the Performance Period to which they relate, to establish
performance objectives in respect of such Performance Periods
and to certify that such performance objectives were attained;
provided, however, that any such action shall be
consistent with the applicable provisions of Section 162(m)
of the Code. 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; provided, however, that any action permitted to be
taken by the Committee may be taken by the Board, in its
discretion. The Committee may correct any defect or 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. Determinations made by the Committee
under the Plan need not be uniform and may be made selectively
among Participants, whether or not such Participants are
similarly situated. The Committee shall have the right to deduct
from any payment made under the Plan any federal, state, local
or foreign income or other taxes required by law to be withheld
with respect to such payment. To the extent consistent with the
applicable provisions of Sections 162(m) of the Code, the
Committee may delegate to one or more employees of the Company
or any of its Subsidiaries the authority to take actions on its
behalf pursuant to the Plan.



4.  Eligibility and Participation


     
The Committee shall designate those persons who shall be
Participants for each Performance Period. Participants shall be
selected from among the Covered Employees of the Company and any
of its Subsidiaries who are in a position to have a material
impact on the results of the operations of the Company or of one
or more of its Subsidiaries.


5.  Awards


     
(a)  Performance Goals. A Participant’s
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 the 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 the Performance Period is less than one year, 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 or the following
criteria: (i) 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 stockholders’ equity;
(vii) expense management (viii) return on investment
before or after the cost of capital; (iv) 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; (xviii) changes in net
assets (whether or not multiplied by a constant percentage
intended to represent the cost of capital) and (xix) return
on assets. The foregoing criteria may relate to the Company, one
or more of its Subsidiaries or one or more of its divisions,
units, partnerships, joint ventures or minority investments,
product lines or products 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 of 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 or accounting
changes. The maximum amount of an Award to any Participant with
respect to a fiscal year of the Company shall be $10,000,000.


     
(b)  Payment. 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 Award. No Awards will be paid for such
Performance Period until such certification is made by the
Committee. The amount of the Award actually paid to a given
Participant may be less than the amount determined by the
applicable performance goal formula (including zero), at the
discretion of the Committee. The amount of the Award determined
by the Committee for a Performance


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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 the
Committee may require a Participant, to the extent consistent
with the provisions of Section 162(m) of the Code, to defer
payment of an Award.



     
(c)  Compliance with Section 162(m) of the
Code. The provisions of this Section 5 shall be
administered and interpreted in accordance with
Section 162(m) of the Code to ensure the deductibility by
the Company or its Subsidiaries of the payment of Awards;
provided, however, that the Committee may, in its sole
discretion, administer the Plan in violation of
Section 162(m) of the Code.


     
(d)  Termination of Employment. If a
Participant dies, retires, is assigned to a different position,
is granted a leave of absence, or if the Participant’s
employment is involuntarily terminated (except with cause by the
Company, as determined by the Committee in its sole discretion)
during a Performance Period, a pro rata share of the
Participant’s award based on the period of actual
participation shall be paid to the Participant after the end of
the Performance Period if it would have become earned and
payable had the Participant’s employment status not
changed; provided, however, that the amount of the Award
actually paid to a given Participant may be less than the amount
determined by the applicable performance goal formula (including
zero), at the discretion of the Committee.


6.  Amendments or Termination


     
The Board or the Committee may amend, alter or discontinue the
Plan, but no amendment, alteration or discontinuation shall be
made which would diminish any of the rights under any Award
theretofore granted to a Participant under the Plan without such
Participant’s consent; provided, however, that the
Board of 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.


7.  No Right to Employment


     
Neither the Plan nor any action taken hereunder shall be
construed as giving any Participant or other person any right to
continue to be employed by or perform services for the Company
or any Subsidiary, and the right to terminate the employment of
or performance of services by any Participant at any time and
for any reason is specifically reserved to the Company and its
Subsidiaries.


8.  Nontransferability of Awards


     
An award shall not be transferable or assignable by the
Participant otherwise than by will or by the laws of descent and
distribution.


9.  Reduction of Awards


     
Notwithstanding anything to the contrary herein, the Committee,
in its sole discretion (but subject to applicable law), may
reduce any amounts payable to any Participant hereunder in order
to satisfy any liabilities owed to the Company or any of its
Subsidiaries by the Participant.


10.  Adjustments Upon Certain Events


     
In the event of any change in the outstanding Shares by reason
of any Share dividend or split, reorganization,
recapitalization, merger, consolidation, spin-off, combination
or exchange of Shares or other corporate exchange, or any
distribution to stockholders of Shares other than regular cash
dividends or any similar transaction 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 any affected terms of outstanding
Awards.


11.  Miscellaneous Provisions


     
The Company is the sponsor and legal obligor under the Plan and
shall make all payments hereunder, other than any payments to be
made by any of the Subsidiaries (in which case payment shall be
made by such


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Subsidiary, as appropriate). The Company shall not be required
to establish any special or separate fund or to make any other
segregation of assets to ensure the payment of any amounts under
the Plan, and the Participants’ rights to the payment
hereunder shall be no greater than the rights of the
Company’s (or Subsidiary’s) unsecured creditors. All
expenses involved in administering the Plan shall be borne by
the Company.



12.  Choice of Law


     
The Plan shall be governed by and construed in accordance with
the laws of the State of Delaware applicable to contracts made
and to be performed in the State of Delaware.


13.  Effectiveness of the Plan


     
The Plan shall be effective as of December 6, 2000.


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