TABLE OF CONTENTS




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|Exhibit 3.1                                      
|A. General Provisions                            
|TRANSFER AND ASSUMPTION AGREEMENT                
|TRANSFER AND ASSUMPTION AGREEMENT                
|SHARE TRANSFER AGREEMENT                         
|AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
|CERTIFICATE OF DESIGNATION                       
|MASTER SERVICES AGREEMENT                        
|TAX SHARING AGREEMENT                            
|EMPLOYMENT AGREEMENT WITH BHARAT B. MASRANI      
|EMPLOYMENT AGREEMENT WITH RICHARD J. RZASA       
|THE TORONTO-DOMINION 2000 STOCK INCENTIVE PLAN   
|AMENDMENT TO THE MASTER SERVICE AGREEMENT        
|AMENDMENT TO THE MASTER SERVICE AGREEMENT        
|COVERED EMPLOYEE CASH INCENTIVE PLAN             
|LIST OF SUBSIDIARIES                             
|FINANCIAL DATA SCHEDULE                          



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Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

TD WATERHOUSE GROUP, INC.

The name of the Corporation is TD Waterhouse Group, Inc., the original
Certificate of Incorporation of the Corporation was filed with the Secretary of
State of the State of Delaware on April 21, 1999 under the name TD Waterhouse
Securities, Inc. The amended and restated Certificate of Incorporation of the
Corporation is hereby further amended and restated to read in its entirety as
follows:

First.The name of the Corporation is TD Waterhouse Group, Inc.

Second.The address of the Corporations registered office in the
State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name and address of its registered agent
at that address is The Corporation Trust Company.

Third.The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

Fourth.The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 900 million, consisting of (1) 100
million shares of preferred stock, par value $.01 per share (Preferred
Stock), (2) 700 million shares of common stock, par value $.01 per share
(Common Stock), and (3) 100 million shares of series common stock, par value
$.01 per share (Series Common Stock). The number of authorized shares of any
of the Preferred Stock, the Common Stock or the Series Common Stock may be
increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority in voting
power of the stock of the Corporation entitled to vote thereon irrespective of
the provisions of Section 242(b)(2) of the General Corporation Law of the State
of Delaware (or any successor provision thereto), and no vote of the holders of
any of the Preferred Stock, the Common Stock or the Series Common Stock voting
separately as a class shall be required therefor.







A. General Provisions

(1) Preferred Stock.In addition to the initial series of Special Voting
Preferred stock established in Article Fourth, Section B below, the Board of
Directors is hereby expressly authorized, by resolution or resolutions, to
provide, out of the unissued shares of Preferred Stock, for series of Preferred
Stock and, with respect to each such series, to fix the number of shares
constituting such series and the designation of such series, the voting powers
(if any) of the shares of such series, and the preferences and relative,
participating, optional or other special rights, if any, and any
qualifications, limitations or restrictions thereof, of the shares of such
series. The powers, preferences and relative, participating, optional and
other special rights of each series of Preferred Stock, and the qualifications,
limitations or restrictions thereof, if any, may differ from those of any and
all other series at any time outstanding.



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(2) Series Common
Stock. The Board of Directors is hereby expressly
authorized, by resolution or resolutions, to provide, out of the unissued
shares of Series Common Stock, for series of Series Common Stock and, with
respect to each such series, to fix the number of shares constituting such
series and the designation of such series, the voting powers (if any) of the
shares of such series, and the preferences and relative, participating,
optional or other special rights, if any, and any qualifications, limitations
or restrictions thereof, of the shares of such series. The powers, preferences
and relative, participating, optional and other special rights of each series
of Series Common Stock, and the qualifications, limitations or restrictions
thereof, if any, may differ from those of any and all other series at any time
outstanding.

(3) Common Stock. The Board of Directors is hereby expressly authorized,
by resolution or resolutions, to issue additional shares of Common Stock
without stockholder approval.

(4) Voting. (a) Each holder of Common Stock, as such, shall be entitled to one
vote for each share of Common Stock held of record by such holder on all
matters on which stockholders generally are entitled to vote; provided,
however, that, except as otherwise required by law, holders of Common Stock, as
such, shall not be entitled to vote on any amendment to this Amended and
Restated Certificate of Incorporation (including any certificate of
designations relating to any series of Preferred Stock or Series Common Stock)
that relates solely to the terms of one or more outstanding series of Preferred
Stock or Series Common Stock if the holders of such affected series are
entitled, either separately or together with the holders of one or more other
such series, to vote thereon pursuant to this Amended and Restated Certificate
of Incorporation (including any certificate of designations relating to any
series of Preferred Stock or Series Common Stock) or pursuant to the General
Corporation Law of the State of Delaware.



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| | (b) Except as otherwise required by law, holders of a series of
Preferred Stock or Series Common Stock, as such, shall be entitled only
to such voting rights, if any, as shall expressly be granted thereto by
this Amended and Restated Certificate of Incorporation (including any
certificate of designations relating to such series).



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| | (c) Subject to applicable law and the rights, if any, of the holders
of any outstanding series of Preferred Stock or Series Common Stock or
any class or series of stock having a preference over or the right to
participate with the Common Stock with respect to the payment of
dividends, dividends may be declared and paid on the Common Stock at such
times and in such amounts as the Board of Directors in its discretion
shall determine.



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| | (d) Upon the dissolution, liquidation or winding up of the
Corporation, subject to the rights, if any, of the holders of any
outstanding series of Preferred Stock or Series Common Stock or any class
or series of stock having a preference over or the right to participate
with the Common Stock with respect to the distribution of assets of the
Corporation upon such dissolution, liquidation or winding up of the
Corporation, the holders of the Common Stock, as such, shall be entitled
to receive the assets of the Corporation available for distribution to
its stockholders ratably in proportion to the number of shares held by
them.



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B. Special Voting
Preferred Stock Provisions

(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.



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| | (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.

(2)Voting
Rights. (a) General. Except as otherwise required by law or this
Amended and Restated 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 vote of stockholders of
the Corporation.



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| | (b) Common Stock and Special Voting Preferred Stock Identical in
Voting Rights. Except as otherwise required by law or this Amended and
Restated 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.



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| | (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.

(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 Article Fourth, Section B(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.



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(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.

(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.

(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 Article Fourth, Section B(1)(b) hereof.

(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.

Fifth. 
(1) (a) The business and affairs of the Corporation shall be managed by or
under the direction of a Board of Directors. The directors shall be divided
into three classes designated Class I, Class II and Class III. Each class
shall consist, as nearly as possible, of one-third of the total number of
directors constituting the entire Board of Directors. Class I directors shall
be originally elected for a term expiring at the third succeeding annual
meeting of stockholders, Class II directors shall be originally elected for a
term expiring at the second succeeding annual meeting of stockholders, and
Class III directors shall be originally elected for a term expiring at the
first succeeding annual meeting of stockholders. At each succeeding annual
meeting of stockholders following 1999, successors to the class of directors
whose term expires at that annual meeting shall be elected for a term expiring
at the third succeeding annual meeting. If the number of directors is changed,
any increase or decrease shall be apportioned among the classes so as to
maintain the number of directors in each class as nearly equal as possible, and
any additional director of any class elected to fill a newly created
directorship resulting from an increase in such class shall hold office for a
term that shall coincide with the remaining term of that class, but in no case
shall a decrease in the number of directors remove or shorten the term of any
incumbent director. A director shall hold office until the annual meeting for
the year in which his term expires and until his successor shall be elected and
shall qualify, subject, however, to prior death, resignation, retirement,
disqualification or removal from office. Any newly created directorship on the
Board of Directors that results from an increase in the number of directors and
any vacancy occurring in the Board of Directors shall be filled only by a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director. If any applicable provision of the General
Corporation Law of the State of Delaware expressly confers power on
stockholders to fill such a directorship at a special meeting of stockholders,
such a directorship may be filled at such meeting only by the affirmative vote
of at



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least 80 percent of the voting power of all shares of the Corporation
entitled to vote generally in the election of directors voting as a single
class. Any director elected to fill a vacancy not resulting from an increase
in the number of directors shall have the same remaining term as that of his
predecessor. Until such date as The Toronto-Dominion Bank (Toronto-Dominion)
beneficially owns less than 50 percent of the voting power of the Corporations
outstanding capital stock (the Trigger Date), directors may be removed at any
time, with or without cause, by the affirmative vote of a majority in voting
power of all shares of the Corporations capital stock entitled to vote
generally in the election of directors, voting as a single class. Following
the Trigger Date, directors may be removed only for cause, and only by the
affirmative vote of at least 80 percent in voting power of all shares of the
Corporation entitled to vote generally in the election of directors, voting as
a single class.



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| | (b) Notwithstanding the foregoing, whenever the holders of any one
or more series of Preferred Stock or Series Common Stock issued by the
Corporation shall have the right, voting separately as a series or
separately as a class with one or more such other series, to elect
directors at an annual or special meeting of stockholders, the election,
term of office, removal, filling of vacancies and other features of such
directorships shall be governed by the terms of this Amended and Restated
Certificate of Incorporation (including the terms of any certificate of
designations relating to any series of Preferred Stock or Series Common
Stock) applicable thereto, and such directors so elected shall not be
divided into classes pursuant to this Article Fifth, Section (1) (a)
unless expressly provided by such terms.



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| | (c) The business and affairs of the Corporation shall be managed by
or under the direction of a Board of Directors consisting of not less
than five (5)nor more than twenty (20)members. Subject to the
foregoing limitation, the number of directors shall be fixed from time to
time solely by the Board of Directors, by the affirmative vote of a
majority of the directors constituting the authorized number of
directors.



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| | (d) All of the powers of the Corporation, exercisable by authority
of law or under this Amended and Restated Certificate of Incorporation,
or otherwise, shall be vested in and exercised by, or by the authority
of, the Board of Directors, except as limited by law, this Amended and
Restated Certificate of Incorporation or the by-laws of the Corporation.
The Board of Directors may, by resolution or otherwise, create, or the
by-laws may provide for, such committees of the Board of Directors as the
Board shall see fit or the by-laws shall provide for, and such committees
shall have and may exercise any and all such powers, subject to
applicable law, as the Board of Directors, by resolution, or the by-laws,
may provide.

(2) Vacancies.In case any director shall cease to serve as a director for
any reason, the vacancy resulting therefrom shall only be filled by a majority
vote of the remaining directors then in office or if no directors shall then be
remaining in office, then the holders of the shares of Common Stock may, at a
special meeting of such holders called in accordance with the by-laws of the
Corporation, elect successors to hold office for the unexpired terms of the
directors whose places shall be vacant.



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(3) Quorum.In addition to the requirements under applicable law and the
by-laws of the Corporation, a quorum for transaction of business at any meeting
of the directors shall require the presence of at least a majority of the
directors.

Sixth.(1) To the fullest extent permitted by the laws of the State of
Delaware:



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| | (a) The Corporation shall indemnify any person (and such persons
heirs, executors or administrators) who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding (brought in the right of the Corporation or
otherwise), whether civil, criminal, administrative or investigative, and
whether formal or informal, including appeals, by reason of the fact that
such person is or was a director or officer of the Corporation or, if a
director or officer of the Corporation, by reason of the fact that such
person is or was serving at the request of the Corporation as a director,
officer, partner, trustee, employee or agent of another Corporation,
partnership, limited liability company, joint venture, trust or other
enterprise, for and against all expenses (including attorneys fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person or such heirs, executors or administrators in
connection with such action, suit or proceeding, including appeals.
Notwithstanding the preceding sentence, the Corporation shall be required
to indemnify a person described in such sentence in connection with any
action, suit or proceeding (or part thereof) commenced by such person
only if the commencement of such action, suit or proceeding (or part
thereof) by such person was authorized by the Board of Directors of the
Corporation. The Corporation may indemnify any person (and such persons
heirs, executors or administrators) who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding (brought in the right of the Corporation or
otherwise), whether civil, criminal, administrative or investigative, and
whether formal or informal, including appeals, by reason of the fact that
such person is or was an employee or agent of the Corporation or is or
was serving at the request of the Corporation as a director, officer,
partner, trustee, employee or agent of another corporation, for and
against all expenses (including attorneys fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such
person or such heirs, executors or administrators in connection with such
action, suit or proceeding, including appeals. The Corporation shall not
be required to indemnify any person if such person did not act in good
faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which such
person reasonably believed to be in or not opposed to the best interests
of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was
unlawful. No indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the



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| | extent that the Delaware Court of Chancery or the court in which
such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which such court shall deem proper.



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| | (b) The Corporation (i) shall promptly pay expenses incurred by any
person whom the Corporation is obligated to indemnify pursuant to the
first sentence of subsection (a) of this Article Sixth, Section (1) or
(ii) may promptly pay expenses incurred by any person whom the
Corporation has determined to indemnify pursuant to the third sentence of
subsection (a) of this Article Sixth, Section (1), in each case in
defending any action, suit or proceeding in advance of the final
disposition of such action, suit or proceeding, including appeals, upon
presentation of appropriate documentation and upon receipt of an
undertaking by or on behalf of such person to repay such amount if it
shall ultimately be determined that such person is not entitled to be
indemnified by the Corporation as authorized in this Article Sixth.



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| | (c) The Corporation may purchase and maintain insurance on behalf of
any person described in subsection (a) of this Article Sixth, Section (1)
against any liability asserted against such person, whether or not the
Corporation would have the power to indemnify such person against such
liability under the provisions of this Article Sixth, Section (1) or
otherwise.



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| | (d) The provisions of this Article Sixth, Section (1) shall be
applicable to all actions, claims, suits or proceedings made or commenced
after the adoption hereof, whether arising from acts or omissions to act
occurring before or after its adoption. The provisions of this Article
Sixth, Section (1) shall be deemed to be a contract between the
Corporation and each director or officer who serves in such capacity at
any time while this Article Sixth, Section (1) and the relevant
provisions of the laws of the State of Delaware and other applicable law,
if any, are in effect, and any repeal or modification hereof shall not
affect any rights or obligations then existing with respect to any state
of facts or any action, suit or proceeding then or theretofore existing,
or any action, suit or proceeding thereafter brought or threatened based
in whole or in part on any such state of facts. If any provision of this
Article Sixth, Section (1) shall be found to be invalid or limited in
application by reason of any law or regulation, it shall not affect the
validity of the remaining provisions hereof. The rights of
indemnification provided in this Article Sixth, Section (1) shall neither
be exclusive of, nor be deemed in limitation of, any rights to which an
officer, director, employee or agent may otherwise be entitled or
permitted by contract, this Amended and Restated Certificate of
Incorporation, vote of stockholders or directors or otherwise, or as a
matter of law, both as to actions in such persons official capacity and
actions in any other capacity while holding such office, it being the
policy of the Corporation that indemnification of any person whom the
Corporation is obligated to indemnify pursuant to the first sentence of
subsection (a) of this Article Sixth, Section (1) shall be made to the
fullest extent permitted by law.



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| | (e) For purposes of this Article Sixth, references to other
enterprises shall include employee benefit plans; references to fines
shall include any excise taxes



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| | assessed on a person with respect to an employee benefit plan; and
references to serving at the request of the Corporation shall include
any service as a director, officer, employee or agent of the Corporation
which imposes duties on, or involves services by, such director, officer,
employee, or agent with respect to an employee benefit plan, its
participants, or beneficiaries.



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| | (f) Any indemnification under Article Sixth, Section (1)(a) (unless
ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the
present or former director, officer, employee or agent is proper in the
circumstances because such person has met the applicable standard of
conduct set forth in said Article Sixth, Section (1)(a). Such
determination shall be made, with respect to a person who is a director
or officer at the time of such determination, (I) by a majority vote of
the directors who are not parties to such action, suit or proceeding,
even though less than a quorum, or (II) by a committee of such directors
designated by majority vote of such directors, event though less than a
quorum, or (III) if there are no such directors, or if such directors so
direct, by independent legal counsel (compensated by the Corporation) in
a written opinion, or (IV) by the stockholders.

(2) A director of the Corporation shall not be liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent such exemption from liability or limitation
thereof is not permitted under the General Corporation Law of the State of
Delaware as the same exists or may hereafter be amended. Any amendment,
modification or repeal of the foregoing sentence shall not adversely affect any
right or protection of a director of the Corporation hereunder in respect of
any act or omission occurring prior to the time of such amendment, modification
or repeal.

Seventh.The officers of the Corporation shall be a Deputy Chairman, a
President, a Vice Chairman, one or more Vice Presidents (one or more of whom
may be designated an Executive Vice President and one or more of whom may be
designated a Senior Vice President), a Treasurer, a Secretary, a Chief
Executive Officer, a Chief Operating Officer and such other officers as may be
authorized pursuant to the authority conferred by the by-laws, all of whom
shall be appointed by or by the authority of the Board of Directors and serve
at the pleasure of the Board of Directors in accordance with and subject to the
provisions of the by-laws. There may be a Chairman of the Board of Directors
who shall be appointed by the Board of Directors from its own members and who
shall have such powers as may be prescribed by the by-laws or, if and to the
extent that the by-laws shall not so prescribe, by the Board of Directors.

Eighth.(1) In anticipation that the Corporation will cease to be a
wholly-owned subsidiary of Toronto-Dominion, but that Toronto-Dominion will
remain a substantial stockholder of the Corporation, and in anticipation that
the Corporation and Toronto-Dominion may engage in the same or similar
activities or lines of business and have an interest in the same areas of
corporate opportunities, and in recognition of the benefits to be derived by
the Corporation through its continued contractual, corporate and business
relations with Toronto-Dominion (including possible service of officers and
directors of Toronto-Dominion as officers and directors of the Corporation),
the provisions of this Article Eighth are set forth to regulate



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and define the conduct of certain affairs of the Corporation as they may
involve Toronto-Dominion and its officers and directors, and the powers,
rights, duties and liabilities of the Corporation and its officers, directors
and stockholders in connection therewith.

(2) Toronto-Dominion shall have no duty to refrain from engaging in the
same or similar activities or lines of business as the Corporation, and neither
Toronto-Dominion nor any officer or director thereof (except as provided in
paragraph (3) below) shall be liable to the Corporation or its stockholders for
breach of any fiduciary duty by reason of any such activities of
Toronto-Dominion. In the event that Toronto-Dominion acquires knowledge of a
potential transaction or matter which may be a corporate opportunity for both
Toronto-Dominion and the Corporation, Toronto-Dominion shall have no duty to
communicate or offer such corporate opportunity to the Corporation and shall
not be liable to the Corporation or its stockholders for breach of any
fiduciary duty as a stockholder of the Corporation by reason of the fact that
Toronto-Dominion pursues or acquires such corporate opportunity for itself,
directs such corporate opportunity to another person, or does not communicate
information regarding such corporate opportunity to the Corporation.

(3) In the event that a director or officer of the Corporation who is also
a director or officer of Toronto-Dominion acquires knowledge of a potential
transaction or matter which may be a corporate opportunity for both the
Corporation and Toronto-Dominion, such director or officer of the Corporation
shall have fully satisfied and fulfilled the fiduciary duty of such director or
officer to the Corporation and its stockholders with respect to such corporate
opportunity, if such director or officer acts in a manner consistent with the
following policy:



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| | (a) A corporate opportunity offered to any person who is an officer
of the Corporation, and who is also a director but not an officer of
Toronto-Dominion, shall belong to the Corporation; (b) a corporate
opportunity offered to any person who is a director but not an officer of
the Corporation, and who is also a director or officer of
Toronto-Dominion, shall belong to the Corporation if such opportunity is
expressly offered to such person in writing solely in his or her capacity
as a director of the Corporation, and otherwise shall belong to
Toronto-Dominion; and (c) a corporate opportunity offered to any person
who is an officer of both the Corporation and Toronto-Dominion shall
belong to the Corporation if such opportunity is expressly offered to
such person in writing solely in his or her capacity as an officer of the
Corporation, and otherwise shall belong to Toronto-Dominion.

(4) Any person purchasing or otherwise acquiring any interest in shares of
the capital stock of the Corporation shall be deemed to have notice of and to
have consented to the provisions of this Article Eighth.

(5) For purposes of this Article Eighth only:



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| | (a) A director of the Corporation who is Chairman of the Board of
Directors of the Corporation or of a committee thereof shall not be
deemed to be an officer of the Corporation by reason of holding such
position (without regard to whether such position



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| | is deemed an office of the Corporation under the By-Laws of the
Corporation), unless such person is a full-time employee of the
Corporation; and



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| | (b) (1) The term Corporation shall mean the Corporation and all
corporations, partnerships, joint ventures, associations and other
entities in which the Corporation beneficially owns (directly or
indirectly) 50% or more of the outstanding voting stock, voting power,
partnership interests or similar voting interests and (2) the term
Toronto-Dominion shall mean Toronto-Dominion and all corporations,
partnerships, joint ventures, associations and other entities (other than
the Corporation, defined in accordance with clause (1) of this paragraph
5 (b)) in which Toronto-Dominion beneficially owns (directly or
indirectly) 50% or more of the outstanding voting stock, voting power,
partnership interests or similar voting interests.

(6) Notwithstanding anything in this Amended and Restated Certificate of
Incorporation to the contrary, (i) the foregoing provisions of this Article
Eighth shall expire on the date that Toronto-Dominion ceases to own
beneficially Common Stock representing at least 10% of the total voting power
of all classes of outstanding voting stock of the Corporation and no person who
is a director or officer of the Corporation is also a director or officer of
Toronto-Dominion; and (ii) in addition to any vote of the stockholders required
by this Amended and Restated Certificate of Incorporation, until the time that
Toronto-Dominion ceases to own beneficially Common Stock representing at least
10% of the total voting power of all classes of outstanding Common Stock of the
Corporation, the affirmative vote of the holders of more than 80% of the total
voting power of all classes of outstanding voting stock of the Corporation
shall be required to alter, amend or repeal in a manner adverse to the
interests of Toronto-Dominion, or adopt any provision adverse to the interests
of Toronto-Dominion and inconsistent with, any provision of this Article
Eighth. Neither the alteration, amendment or repeal of this Article Eighth nor
the adoption of any provision of this Amended and Restated Certificate of
Incorporation inconsistent with this Article Eighth shall eliminate or reduce
the effect of this Article Eighth in respect of any matter occurring, or any
cause of action, suit or claim that, but for this Article Eighth, would accrue
or arise, prior to such alteration, amendment, repeal or adoption.

Ninth.The Corporation is to have perpetual existence.

Tenth.Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the Corporation may be kept
(subject to any provision contained in law) outside the State of Delaware at
such place or places as may be designated from time to time by the Board of
Directors or in the by-laws of the Corporation.

Eleventh.(1) Any action required or permitted to be taken by the holders of
the Common Stock of the Corporation may be effected at a duly called annual or
special meeting of such holders or by written consent of such holders in lieu
of a meeting. Except as otherwise required by law and subject to the rights of
the holders of any series of Preferred Stock or Series Common Stock, special
meetings of stockholders of the Corporation may be called only by the Chief
Executive Officer of the Corporation or by the Board of Directors pursuant to a
resolution approved by a majority of the Board of Directors.



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(2) Notwithstanding the foregoing, after the Trigger Date, any action
required or permitted to be taken by the holders of the Common Stock of the
Corporation may only be effected at a duly called annual or special meeting of
such holders and may not be effected by written consent of such holders in lieu
of a meeting.

Twelfth.The Board of Directors shall have the authority to make, amend,
alter, change, add to or repeal the by-laws of the Corporation in any manner
not inconsistent with the laws of the State of Delaware, subject to the power
of the stockholders to amend, alter, change, add to or repeal the by-laws made
by the Board of Directors; provided that notwithstanding anything contained in
this Amended and Restated Certificate of Incorporation to the contrary, the
affirmative vote of the holders of at least 80 percent in voting power of all
the shares of the Corporation entitled to vote generally in the election of
directors, voting together as a single class, shall be required in order for
the stockholders to alter, amend or repeal any provision of the By-laws which
is to the same effect as Article Fifth, Section (1), Article Fifth, Section
(3), Article Eleventh, and Article Twelfth of this Amended and Restated
Certificate of Incorporation or to adopt any provision inconsistent therewith.

Thirteenth.Notwithstanding anything contained in this Amended and
Restated Certificate of Incorporation to the contrary, the affirmative vote of
the holders of at least 80 percent in voting power of all the shares of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class, shall be required to alter, amend or repeal Article
Fifth, Section (1), Article Fifth, Section (3), Article Eleventh, Article
Twelfth or this Article Thirteenth or to adopt any provision inconsistent
therewith.

TD WATERHOUSE GROUP, INC. does hereby further certify that this Amended
and Restated Certificate of Incorporation was duly adopted by the Board of
Directors and by unanimous written consent of the stockholders in accordance
with the provisions of Sections 228, 242 and 245 of the General Corporation Law
of the State of Delaware.



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IN WITNESS WHEREOF, TD Waterhouse Group, Inc. has caused its corporate
seal to be hereunder affixed and this certificate to be signed by Richard H.
Neiman, its Secretary, this 25th day of June, 1999.





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| |  | By: /s/ Richard H. Neiman
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| |  | Title: Secretary