**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 existingunder the General Corporation Law of the State of Delaware, inaccordance with the provisions of Section 151 of theGeneral Corporation Law of the State of Delaware, as amended,does HEREBY CERTIFY that the following resolution has been dulyadopted by the Board of Directors of the Corporation:
     RESOLVED, that pursuant to the authority expressly granted toand vested in the Board of Directors of the Corporation by theprovisions of the Amended and Restated Certificate ofIncorporation of the Corporation (the “Certificate ofIncorporation”), there is hereby created, out of the100,000,000 shares of Preferred Stock, par value $.01 per share,of the Corporation authorized in Article Fourth of theCertificate 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, optionaland other rights, and the following qualifications, limitationsand restrictions (in addition to the powers, designations,preferences and relative, participating, optional and otherrights, and the qualifications, limitations and restrictions,set forth in the Certificate of Incorporation which areapplicable to the Preferred Stock):
     SECTION 1.  DESIGNATION AND SIZE OF ISSUE.
     (A)  The designation of the series of Preferred Stock shallbe “Special Voting Preferred Stock” (herein referredto as the “Special Voting Preferred Stock”), and thenumber of shares constituting the Special Voting Preferred Stockshall be one (1) share.
     (B)  Any share of Special Voting Preferred Stock which atany time has been redeemed or otherwise reacquired by theCorporation shall, after such redemption or other acquisition,resume the status of authorized and unissued shares of PreferredStock, without designation as to series, until such share isonce more designated as part of a particular series by the Boardof Directors.
     SECTION 2.  VOTING RIGHTS OF SPECIAL VOTING PREFERREDSTOCK.
     (A)  GENERAL. Except as otherwise required by law or theCertificate of Incorporation, the holder of record of the shareof Special Voting Preferred Stock shall have a number of votesequal to the number of exchangeable preference shares(“Exchangeable Shares”) of TD Waterhouse InvestorServices (Canada) Inc., an Ontario corporation (“TDWaterhouse Canada”), outstanding from time to time whichare not owned by the Corporation or any of its subsidiaries, ineach case for the election of directors and on all matterssubmitted generally to a

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vote of stockholders of the Corporation.
     (B)  COMMON STOCK AND SPECIAL VOTING PREFERRED STOCKIDENTICAL IN VOTING RIGHTS. Except as otherwise required by lawor the Certificate of Incorporation, in respect of all mattersconcerning the voting of shares of capital stock of theCorporation, the Common Stock (and any other class or series ofcapital stock of the Corporation entitled to vote generally withthe Common Stock) and the Special Voting Preferred Stock shallvote as a single class and such voting rights shall be identicalin all respects.
     (C)  SPECIAL CLASS VOTE. Notwithstanding the foregoing orany other provision of the Certificate of Incorporation, theCorporation shall not, without the consent of the holder of theSpecial Voting Preferred Stock, voting as a separate class,(i) alter or change the provisions of the Certificate ofIncorporation (whether by amendment, merger or otherwise) so asto adversely affect the voting powers, preferences or specialrights of the Special Voting Preferred Stock, or(ii) create or issue additional shares of Special VotingPreferred Stock.
     SECTION 3.  LIQUIDATION. In the event of anyliquidation, dissolution or winding up of the Corporation, theholder of the share of Special Voting Preferred Stock shall notbe entitled to participate in any distribution of assets of theCorporation. For the purposes of this Section 3, neitherthe sale, conveyance, exchange or transfer (for cash, shares ofstock, securities or other consideration) of all orsubstantially all of the property or assets of the Corporation,nor the consolidation or merger of the Corporation with or intoone 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 SpecialVoting Preferred Stock shall not be entitled to receive anydividends, whether payable in cash, in property or in shares ofcapital stock of the Corporation.
     SECTION 5.  CONVERSION OR EXCHANGE. The holder of theshare of Special Voting Preferred Stock shall not have anyrights hereunder to convert such share into, or exchange suchshare for, shares of any other series or class of capital stockof the Corporation or of any other person.
     SECTION 6.  REDEMPTION. The share of Special VotingPreferred Stock shall not be subject to redemption, except thatat such time as no Exchangeable Shares (other than ExchangeableShares 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 couldgive rise to the issuance of any Exchangeable Shares to anyperson (other than to the Corporation or any of itssubsidiaries), the Special Voting Preferred Stock shallautomatically be redeemed by the Corporation without the paymentof any consideration by the Corporation and shall thereupon becancelled and retired in accordance with Section 1(B)hereof.
     SECTION 7.  TRANSFER PROVISIONS. The share of SpecialVoting Preferred Stock, and any interest therein, may not betransferred, assigned or otherwise disposed of without the priorapproval of the Board of Directors of the Corporation. Anyattempted transfer, assignment or other disposition in violationof this provision shall be void and of no force or effect.

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     IN WITNESS WHEREOF, the Corporation has caused this certificateto 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