FORM 6-K


                       SECURITIES AND EXCHANGE COMMISSION
                                 450, 5TH STREET
                             WASHINGTON, D.C. 20549

                        REPORT OF FOREIGN PRIVATE ISSUER
                      PURSUANT TO RULE 13a-16 OR 15d-16 OF
                       THE SECURITIES EXCHANGE ACT OF 1934


For the month of December, 2002.


                            The Toronto-Dominion Bank
                            -------------------------
                 (Translation of registrant's name into English)



                      P.O. Box 1, Toronto Dominion Centre,
                            Toronto, Ontario, M5K 1A2
                            -------------------------
                   (Address of principal executive offices)



Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.

                      Form 20-F        Form 40-F   X
                               ------            -----

Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

                      Yes        No   X
                          ------    -----

If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-






                                    FORM 6-K

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                            THE TORONTO-DOMINION BANK


DATE: December 20, 2002     By       "Norie C. Campbell"
                              --------------------------------------------------
                            Name: Norie C. Campbell
                            Title: Associate Vice President




    JOHN THOMPSON NAMED CHAIRMAN AND LEAD DIRECTOR OF TD BANK FINANCIAL GROUP


TORONTO - TD Bank Financial Group today confirmed that W. Edmund Clark has
assumed the office of Chief Executive Officer and that A. Charles Baillie will
continue as Chairman of the Board of The Toronto-Dominion Bank until the end of
the annual general meeting in April 2003.

The Board of Directors announced that it is intended that John M. Thompson will
assume the role of Lead Director following the annual general meeting,
succeeding Marshall A. Cohen. Mr. Cohen has served as the Lead Director for the
maximum term of five years and will remain with the Board of Directors. Mr.
Thompson will also take on the title of Chairman of the Board.

"In the current environment of evolving corporate governance, the Board felt it
best to separate the roles of Chairman and CEO," said Cohen. "The Board remains
committed to ensuring good corporate governance and will periodically assess the
need for separating the two roles."

Mr. Thompson has served on TDBFG's Board of Directors since 1988 and chairs the
Management Resources Committee. Mr. Thompson recently retired as Vice Chair of
the Board of Directors of IBM Corporation.

"I am delighted to accept the challenge of the Chairman's office and look
forward to working with Ed and the rest of the management team in helping to
drive shareholder value," said Thompson. "On behalf of the Board, I would like
to thank Mickey Cohen for representing us well in his role as Lead Director."

ABOUT TD BANK FINANCIAL GROUP
The Toronto-Dominion Bank and its subsidiaries are collectively known as TD Bank
Financial Group. In Canada and around the world, TD Bank Financial Group serves
more than 13 million customers in three key businesses: personal and commercial
banking including TD Canada Trust; wealth management including the global
operations of TD Waterhouse; and a leading wholesale bank, TD Securities,
operating in over 20 locations in key financial centres around the globe. TD
Bank Financial Group also ranks among the world's leading on-line financial
services firms, with more than 4.5 million on-line customers. TD Bank Financial
Group had CDN$278 billion in assets, as at October 31, 2002. The
Toronto-Dominion Bank trades on the Toronto and New York Stock Exchanges under
the symbol "TD".

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For media inquiries:       Dianne Salt
                           TD Bank Financial Group
                           (416) 308-6807