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Published on 6/30/2006 in the Prospect News Convertibles Daily.

TD Bank plans 11% notes linked to E*Trade

New York, June 30 - TD Bank Financial Group is planned an offering of 11% notes due July 31, 2007 linked to the performance of the common stock of E*Trade Financial Corp., according to a 424B5 filing with the Securities and Exchange Commission.

At maturity, the notes will pay par if the market price of E*Trade stock is greater than or equal to the initial price.

If E*Trade stock has not fallen below the limit price - set at 70% on the initial price - during the life of the notes, then holders will also receive par.

If E*Trade stock does fall below the limit price during the life of the notes, holders will receive a number of E*Trade shares equal to par divided by the initial price.

The notes will be rated Aa3 by Moody's Investors Service.

TD Securities will be the underwriter.


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