**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 theCompany and its shareholders by providing incentives in the formof periodic cash bonus awards to certain key employees of theCompany and its Affiliates who contribute significantly to thestrategy and long-term performance objectives and growth of theCompany and its Affiliates.
**2.  Definitions**
     The following capitalized terms used in the Plan have therespective 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 otherpersons designated by the Board. The Committee may delegate itsduties and powers in whole or in part to any subcommitteethereof consisting solely of at least two-individuals who areeach “non-employee directors” within the meaning ofRule 16b-3 of the Act (or any successor rule thereto) and“outside directors” within the meaning ofSection 162(m) of the Code (or any successor sectionthereto). The Committee shall have the authority to select theCovered Employees to be granted Awards under the Plan, todetermine the size and terms of an Award (subject to thelimitations imposed on Awards in Section 5 below), tomodify the terms of any Award that has been granted
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(except for any modification that would increase the amount ofthe Award), to determine the time when Awards will be made andthe Performance Period to which they relate, to establishperformance objectives in respect of such Performance Periodsand to certify that such performance objectives were attained;*provided, however*, that any such action shall beconsistent 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 regulationsrelating to the Plan, and to make any other determinations thatit deems necessary or desirable for the administration of thePlan; *provided, however*, that any action permitted to betaken by the Committee may be taken by the Board, in itsdiscretion. The Committee may correct any defect or omission orreconcile any inconsistency in the Plan in the manner and to theextent the Committee deems necessary or desirable. Any decisionof the Committee in the interpretation and administration of thePlan, as described herein, shall lie within its sole andabsolute discretion and shall be final, conclusive and bindingon all parties concerned. Determinations made by the Committeeunder the Plan need not be uniform and may be made selectivelyamong Participants, whether or not such Participants aresimilarly situated. The Committee shall have the right to deductfrom any payment made under the Plan any federal, state, localor foreign income or other taxes required by law to be withheldwith respect to such payment. To the extent consistent with theapplicable provisions of Sections 162(m) of the Code, theCommittee may delegate to one or more employees of the Companyor any of its Subsidiaries the authority to take actions on itsbehalf pursuant to the Plan.
**4.  Eligibility and Participation**
     The Committee shall designate those persons who shall beParticipants for each Performance Period. Participants shall beselected from among the Covered Employees of the Company and anyof its Subsidiaries who are in a position to have a materialimpact on the results of the operations of the Company or of oneor more of its Subsidiaries.
**5.  Awards**
     (a)  ***Performance Goals.*** A Participant’sAward shall be determined based on the attainment of writtenperformance goals approved by the Committee for a PerformancePeriod established by the Committee (i) while the outcomefor the Performance Period is substantially uncertain and(ii) no more than 90 days after the commencement ofthe Performance Period to which the performance goal relates or,if the Performance Period is less than one year, the number ofdays which is equal to 25 percent of the relevantPerformance Period. The performance goals, which must beobjective, shall be based upon one or more or the followingcriteria: (i) earnings before or after taxes (includingearnings 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 investmentbefore or after the cost of capital; (iv) improvements incapital structure; (x) profitability of an identifiablebusiness unit or product; (xi) maintenance or improvementof profit margins (xii) stock price; (xiii) marketshare; (xiv) revenues or sales; (xv) costs; (xvi) cashflow; (xvii) working capital; (xviii) changes in netassets (whether or not multiplied by a constant percentageintended to represent the cost of capital) and (xix) returnon assets. The foregoing criteria may relate to the Company, oneor 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 toone or more peer group companies of indices, or any combinationthereof, all as the Committee shall determine. In addition, tothe degree consistent with Section 162(m) of the Code (orany successor section thereto), the performance goals may becalculated without regard to extraordinary items or accountingchanges. The maximum amount of an Award to any Participant withrespect to a fiscal year of the Company shall be $10,000,000.
     (b)  ***Payment.*** The Committee shall determinewhether, with respect to a Performance Period, the applicableperformance goals have been met with respect to a givenParticipant and, if they have, to so certify and ascertain theamount of the applicable Award. No Awards will be paid for suchPerformance Period until such certification is made by theCommittee. The amount of the Award actually paid to a givenParticipant may be less than the amount determined by theapplicable performance goal formula (including zero), at thediscretion of the Committee. The amount of the Award determinedby the Committee for a Performance
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Period shall be paid to the Participant at such time asdetermined by the Committee in its sole discretion after the endof such Performance Period; *provided, however*, that theCommittee may require a Participant, to the extent consistentwith the provisions of Section 162(m) of the Code, to deferpayment of an Award.
     (c)  ***Compliance with Section 162(m) of theCode.*** The provisions of this Section 5 shall beadministered and interpreted in accordance withSection 162(m) of the Code to ensure the deductibility bythe Company or its Subsidiaries of the payment of Awards;*provided, however*, that the Committee may, in its solediscretion, administer the Plan in violation ofSection 162(m) of the Code.
     (d)  ***Termination of Employment.*** If aParticipant dies, retires, is assigned to a different position,is granted a leave of absence, or if the Participant’semployment is involuntarily terminated (except with cause by theCompany, as determined by the Committee in its sole discretion)during a Performance Period, a pro rata share of theParticipant’s award based on the period of actualparticipation shall be paid to the Participant after the end ofthe Performance Period if it would have become earned andpayable had the Participant’s employment status notchanged; *provided, however*, that the amount of the Awardactually paid to a given Participant may be less than the amountdetermined by the applicable performance goal formula (includingzero), at the discretion of the Committee.
**6.  Amendments or Termination**
     The Board or the Committee may amend, alter or discontinue thePlan, but no amendment, alteration or discontinuation shall bemade which would diminish any of the rights under any Awardtheretofore granted to a Participant under the Plan without suchParticipant’s consent; *provided, however*, that theBoard of the Committee may amend the Plan in such manner as itdeems necessary to permit the granting of Awards meeting therequirements of the Code or other applicable laws.
**7.  No Right to Employment**
     Neither the Plan nor any action taken hereunder shall beconstrued as giving any Participant or other person any right tocontinue to be employed by or perform services for the Companyor any Subsidiary, and the right to terminate the employment ofor performance of services by any Participant at any time andfor any reason is specifically reserved to the Company and itsSubsidiaries.
**8.  Nontransferability of Awards**
     An award shall not be transferable or assignable by theParticipant otherwise than by will or by the laws of descent anddistribution.
**9.  Reduction of Awards**
     Notwithstanding anything to the contrary herein, the Committee,in its sole discretion (but subject to applicable law), mayreduce any amounts payable to any Participant hereunder in orderto satisfy any liabilities owed to the Company or any of itsSubsidiaries by the Participant.
**10.  Adjustments Upon Certain Events**
     In the event of any change in the outstanding Shares by reasonof any Share dividend or split, reorganization,recapitalization, merger, consolidation, spin-off, combinationor exchange of Shares or other corporate exchange, or anydistribution to stockholders of Shares other than regular cashdividends or any similar transaction to the foregoing, theCommittee in its sole discretion and without liability to anyperson may make such substitution or adjustment, if any, as itdeems to be equitable, as to any affected terms of outstandingAwards.
**11.  Miscellaneous Provisions**
     The Company is the sponsor and legal obligor under the Plan andshall make all payments hereunder, other than any payments to bemade by any of the Subsidiaries (in which case payment shall bemade by such
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Subsidiary, as appropriate). The Company shall not be requiredto establish any special or separate fund or to make any othersegregation of assets to ensure the payment of any amounts underthe Plan, and the Participants’ rights to the paymenthereunder shall be no greater than the rights of theCompany’s (or Subsidiary’s) unsecured creditors. Allexpenses involved in administering the Plan shall be borne bythe Company.
**12.  Choice of Law**
     The Plan shall be governed by and construed in accordance withthe laws of the State of Delaware applicable to contracts madeand 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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