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                                                                    Exhibit 10.6
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                        [TD WATERHOUSE GROUP LETTERHEAD]

                                                   October 1, 1999

Stephen D. McDonald
348 Cortleigh Blvd.
Toronto, Ontario M5N 1R4

Dear Mr. McDonald:

     TD Waterhouse Group, Inc. (the "Company") hereby offers to employ you upon
the following terms and conditions:

1.   POSITION, DUTIES AND RESPONSIBILITIES.

          a.   The Company shall employ you in the position of Chief Executive
Officer. You shall perform your assigned duties at the Company or at one of its
subsidiaries or affiliates. You shall devote your full time and efforts to the
performance of all of the duties associated with that position as well as any
and all other duties Company management may from time to time designate or
assign consistent with your title and position.

          b.   During your employment, you may not, without prior written
consent of the Company, accept an appointment, whether or not for remuneration,
as Director, Officer, Manager, Employee or Consultant of a company or business
that is not affiliated with the Company.

2.   EMPLOYMENT.

          This Agreement shall become effective, and your employment as
provided shall commence, on October 1, 1999 (the "Effective Date") and shall
continue through the third anniversary of the Effective Date (such period
hereinafter referred to as the "Term"), subject to earlier termination as
provided in Section 6 hereof. Notwithstanding the preceding sentence,
commencing with October 1, 2002 and on each October 1 thereafter (each an
"Extension Date"), the Term shall be automatically extended for an additional
one-year period, unless the Company or you provide the other party hereto 90
days' prior written notice before the next Extension Date
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that the Term shall not be so extended. For the avoidance of doubt, "Term"
shall include any extension that becomes applicable pursuant to the preceding
sentence.

3.   COMPENSATION.

     a.   Base Salary. You will receive a base salary at the rate of $450,000
Canadian per annum ("Base Salary"), payable in accordance with the Company's
prevailing payroll practices. You shall be entitled to such increases in Base
Salary, if any, as may be determined from time to time in the sole discretion of
the Management Resources and Compensation Advisory Committee of the Board of
Directors of the Company (the "Committee").

     b.   Annual Bonus. You will be eligible to participate in the Company's
annual performance-based bonus program for each calendar year of service during
the Term. Such Annual Bonus shall be established by the Committee in its sole
discretion and payable in accordance with Company practices.

     c.   Stock-Based Awards. You will be eligible to participate in
stock-based compensation plans of the Company or any affiliate as determined by
the Committee.

4    BENEFITS.

     The Company shall provide you, in accordance with the terms of the
Company's employee benefit plans in effect from time to time, health and short
and long term disability coverage, retirement benefits and fringe benefits
(collectively "Employee Benefits") on the same basis as those benefits are
generally made available to employees of similar position.

5.   EXPENSES.

     All documented and verified, reasonable and necessary expenses which you
incur in connection with the performance of your duties hereunder shall be
reimbursed in accordance with the Company's general policies.

6.   TERMINATION OF EMPLOYMENT.

     Your employment hereunder may be terminated by either party at any time and
for any reason other than death or retirement upon 30 days advance written
notice; provided that the Company may immediately terminate your employment for
Cause. Notwithstanding any other provision of this Agreement, the provisions of
this Section 6 shall exclusively govern your rights upon termination of
employment.

     a.   Death or Disability. Your employment shall terminate on your death,
and the Company may terminate your employment on account of your Disability.
Upon termination under this Section 6(a), you or your estate (i) shall be
entitled to receive only that portion of your Base Salary earned, but unpaid, as
of the date of termination and (ii) a pro rata portion of any Annual Bonus that
you would have been entitled to receive pursuant to Section 3(b) hereof in


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such year based upon the percentage of the calendar year that shall have elapsed
through the date of your termination of employment, payable when such Annual
Bonus would have otherwise been payable had your employment not terminated.
Benefits shall cease in accordance with the terms of the applicable Company
policies or plans. As used herein, "Disability" shall mean your inability to
perform in all material respects your duties and responsibilities to the
company, or any affiliate of the Company, by reason of a physical or mental
disability or infirmity which inability is reasonably expected to be permanent
and has continued (i) for a period of six consecutive months or (ii) such
shorter period as the Committee may reasonably determine in good faith. The
Disability determination shall be in the sole discretion of the Committee and
your (or your representative) shall furnish the Committee with medical evidence
documenting your disability or infirmity which is satisfactory to the Committee.

       b.   With Cause. The Company shall have the right to terminate your
employment for Cause (as defined below). Upon the effective date of a
termination under this Section 6(b), you (i) shall be entitled to receive only
that portion of your Base Salary earned, but unpaid, as of the date of
termination and (ii) shall not be entitled to any unpaid Annual Bonus. Benefits
shall cease or be paid in accordance with the terms of the applicable Company
policies or plans.


       c.   Without Cause. The Company, in its discretion, shall have the right
to terminate your employment without Cause. Upon your termination without Cause
you shall be entitled to, subject to your continued compliance with the
provisions of Sections 7,8,9 and 10, (upon your execution of a General Release
in the standard form used by the Company) (i) Base Salary earned to the date of
termination, (ii) continued payment of Base Salary and your average Annual
Bonus (calculated based on the prior 2 years) until 24 months after your
termination of employment (the "Severance Period"). All other benefits shall
cease or be paid based on your date of termination in accordance with
applicable Company policies or plans. No benefit accruals based on service,
including, but not limited to, vacation benefits, shall accrue beyond the
effective date of termination.


      d.   Voluntary Resignation. You shall have the right to resign from your
employment and if the Company, elects in its sole discretion, you shall be
entitled to, subject to your continued compliance with the provisions of
Sections 7,8,9 and 10, (upon your execution of a General Release in the
standard form used by the Company) (i) Base Salary earned to the date of
termination, (ii) continued payment of Base Salary and average Annual Bonus
(calculated based on the prior 2 years) until 12 months after your termination
of employment (the "Severance Period") and (iii) employee health benefits
continuation for the Severance Period. All other benefits shall cease or be
paid based on your date of termination in accordance with applicable Company
policies or plans. No benefit accruals based on service, including, but not
limited to, vacation benefits, shall accrue beyond the effective date of
termination. In event that Company fails to notify you in writing of the
foregoing election within 10 business days of receipt of your notice of
resignation, Company shall have waived its right to such election.

       e.   As used herein, "Cause" shall mean:



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          (i)  your continued failure to substantially perform your duties
     hereunder (other than as a result of total or partial incapacity due to
     physical or mental illness) for a period of 10 days following written
     notice by the Company to you of such failure or upon such written notice
     if, in the good faith judgment of the Company, you would not be able to
     rectify such failure within 10 days;

         (ii)  dishonesty in the performance of your duties hereunder;

        (iii)  an act or acts on your part constituting (x) a felony under the
     laws of the United States or any state thereof or (y) a misdemeanor
     involving dishonesty, breach of trust or moral turpitude;

         (iv)  your willful malfeasance or willful misconduct in connection with
     your duties hereunder or any intentional act or omission which is
     materially injurious to the financial condition or business reputation of
     the Company or any of its subsidiaries or affiliates; or

          (v)  your breach of the provisions of Sections 7,8,9 or 10 of this
     Agreement.

7.   NON-COMPETITION.

          You acknowledged and recognize the highly competitive nature of the
discount broker business of the Company and its affiliates and accordingly
agree that while you are employed with the Company, and for a period of 12
months following the termination of your employment by the Company or, if
elected pursuant to Section 6(d), your resignation of employment (the
"Restricted Period"), you will not directly or indirectly, (i) engage in any
business that competes with the discount broker business of the Company or its
affiliates (including, without limitation, discount broker businesses which the
Company or its affiliates have specific plans to conduct in the future and as
to which you are aware of such planning), (ii) enter the employ of, or render
any services to, any person engaged in any discount broker business that
competes with the discount broker business of the Company or its affiliates,
(iii) acquire a financial interest in, or otherwise become actively involved
with, any person engaged in any discount broker business that competes with the
discount broker business of the Company or its affiliates, directly or
indirectly, as an individual, partner, shareholder, officer, director,
principal, agent, trustee or consultant, or (iv) interfere with business
relationships (whether formed before or after the date of this Agreement)
between the Company or any of its affiliates and customers, suppliers,
partners, members or investors of the Company or its affiliates.

          Notwithstanding anything to the contrary in this Agreement, you may,
directly or indirectly own, solely as an investment, securities of any person
engaged in the discount broker business of the Company or its affiliates which
are publicly traded on a national or regional stock exchange or on the
over-the-counter market if you (i) are not a controlling person of, or a member
of a group which controls, such person and (ii) do not, directly or indirectly,
own 1% or more of any class of securities or such person.

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8. NON-SOLICITATION.

     While you are employed with the Company, and during the Restricted Period:

     (a) you will not recruit or hire any current employee or consultant of the
Company (or any person who was an employee or consultant of the Company within
the prior 12 month), or otherwise solicit or induce, directly or indirectly, or
cause other persons to solicit or induce, any such employee or consultant to
leave the employment or service of the Company, to become an employee of or
otherwise be associated with you or any company or business with which you are
or may become associated or to encourage or assist in the hiring process or any
employee or consultant of the Company or in the modification of any such
employee's or consultant's relationship with the Company; and

     (b) you will not, directly or indirectly, solicit the trade or business of
any clients or customers of the Company, regardless of location, with respect
to any such client or customer as of the time of termination.

9. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION.

     You will not at any time, whether during your employment or following the
termination of your employment, for any reason whatsoever, and forever
hereafter, directly or indirectly disclose or furnish to any firm, corporation
or person, except as otherwise required by law, any confidential or proprietary
information of the Company with respect to any aspect of its operations or
affairs. "Confidential or proprietary information" shall mean information
generally unknown to the public to which you gain access by reason of your
employment by the Company and includes, but is not limited to, information
relating to business and marketing plans, sales, trading and financial data
and strategies, salaries and employees benefits and operational costs.

10. RETURN OF COMPANY PROPERTY AND COMPANY WORK PRODUCT.

     All records, files, memoranda, reports, customer information, client
lists, documents, equipment, and the like, relating to the business of the
Company, which you shall use, prepare, or come into contact with, shall remain
the sole property of the Company. You agree that on request of the Company, and
in any event upon the termination of your employment, you shall turn over to
the Company all documents, papers, or other material in your possession and
under your control which may contain or be derived from confidential
information, together with all documents, notes, or other work product which is
connection with or derived from your services to the company whether or not
such material is in your possession. You agree you shall have no proprietary
interest in any work product developed or used by you and arising out of
employment by the Company.

11. RIGHT TO INJUNCTIVE RELIEF.

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    The undertaking in Section 7 (Non-Competition), Section 8 (Non-Solicitation,
Section 9 (Non-Disclosure of Confidential Information) and Section 10 (Return of
Company Property and Work Product) hereof shall survive the termination of your
employment with the Company for any reason whatsoever. You acknowledge that the
Company will suffer irreparable injury, not readily susceptible of valuation in
monetary damages, if you breach any or your obligations under Sections 7, 8, 9
or 10. Accordingly, in addition to any other rights and remedies which the
Company may have, you agree that the Company will be entitled to injunctive
relief against any breach or prospective breach by you of your obligations under
Sections 7, 8, 9 or 10 in any federal or state court of competent jurisdiction
located in New York State. You hereby submit to the jurisdiction of said courts
for the purpose of any actions or proceedings instituted by the Company to
obtain such injunctive relief, and agree that process may be served on you by
registered mail at your last address known to the Company, or in any other
manner authorized by law, and that you will pay the Company's costs and
reasonable attorney's fees in the event the Company is required to initiate a
proceeding for injunctive relief to enforce the provisions hereof, and such an
injunction is issued.

12. NOTICES.
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     Any notice to be given hereunder shall be in writing and delivered
personally or sent by certified mail, postage prepaid, return receipt
requested, addressed to the party concerned at the address indicated below or
to such other address as such party may designate in writing:

To:  Stephen D. McDonald        To:  Wayne Kyle
     348 Cortleigh Blvd.        Executive Vice President, Human Resources
     Toronto, Ontario M5N IR4   TD Waterhouse Group, Inc.
                                100 Wall Street
                                New York, NY 10005

     Any notice delivered personally under this Section shall be deemed given
on the date delivered, and any notice sent be certified mail, postage prepaid,
return receipt requested, shall be deemed given on the date mailed.

13. SAVINGS.
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     Should any provision herein be rendered or declared legally invalid or
unenforceable by a court of competent jurisdiction or by the decision of an
authorized governmental agency, such invalidation of such part shall not
invalidate the remaining portions thereof.

14. OTHER AGREEMENTS.
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     You represent and warrant that you are not a party to any agreement or
bound by any obligation which would prohibit you from accepting and agreeing
hereto or fully performing the obligation hereunder.

15. COMPLETE AGREEMENT.
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          The provisions herein contain the entire agreement and understanding
of the parties and fully supersede any and all prior agreements or
understandings between them pertaining to the subject matter hereof. There have
been no representations, inducements, promises or agreements of any kind which
have been made by either party, or by any person acting on behalf of either
party, which are not embodied herein. The provisions hereof may not be changed
or altered except in writing duly executed by you and a duly authorized agent
of the Company.

16.  WITHHOLDING TAXES.

          The Company may withhold from any amounts payable under this
Agreement, such federal, state and local taxes as may be required to be
withheld pursuant to any applicable law or regulation.

17.  APPLICABLE LAW.

          The interpretation and application of the terms herein shall be
governed by the laws of the State of New York without regard to principles of
conflict of laws.

18.  CONSENT TO JURISDICTION.

          The sole jurisdiction and venue for actions related to the subject
matter of this Agreement shall be the courts of the State of New York, the
court of the United States of America for the Southern District of New York,
and appellate courts from any of the foregoing.

19.  NO WAIVER.

          Any failure by either party to exercise its rights to terminate this
Agreement or to enforce any of its provisions shall not prejudice such party's
rights of termination or enforcement for any subsequent or further violation or
defaults by the other party.

20.  TITLES.

          Titles to the sections in this Agreement are intended solely for
convenience and no provision of this Agreement is to be construed by reference
to the title of any section.

21.  COUNTERPARTS.

          This Agreement may be executed simultaneously in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

          If the foregoing terms of employment are acceptable, please so
indicate in the space provided below.
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                                        Sincerely,

                                        By:/s/   A. WAYNE KYLE

                                           Name:  A. Wayne Kyle
                                           Title: Executive Vice President
                                                  Human Resources


AGREED AND ACCEPTED:

Signed: /s/   STEPHEN D. MCDONALD

Printed:Stephen D. McDonald

Date:  10/1/99