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* Clark took TD’s top job in late 2002

* Bank says replacement likely to be internal

* TD aims to be No. 3 retail bank in New York City

March 29 (Reuters) – Toronto-Dominion Bank’s

long-serving chief executive, Ed Clark, told shareholders on

Thursday he is nearing the end of his tenure, but he did not say

when he would step down.

Clark, who took the reins in late 2002, is the second

longest-serving CEO among Canada’s top five banks, trailing only

Royal Bank of Canada CEO Gordon Nixon.

“While I am in the final years of my tenure as CEO, I am in

no hurry to leave,” he said in New York on Thursday. Clark’s

current contract will move to an open-ended employment agreement

after April 2013.

TD was simulcasting the meeting from New York and its base

in Toronto, a nod to the bank’s growing presence in the United

States and its aspirations in America’s biggest city.

“We are the fifth largest retail bank in New York City,”

Clark said. “In four years, we want to be New York’s

third-largest retail bank.”

TD, Canada’s No. 2 bank by assets and market capitalization,

plans to achieve that goal by opening 50 new branches, or

“stores” as it calls them, in New York.

Under Clark’s leadership, TD established a U.S. foothold

with the acquisition of Maine lender Banknorth seven years ago.

It has since expanded its U.S. network to about 1,300

branches, eclipsing its Canadian branch count. The bank will

likely add around 60 locations across North America this year,

Clark said.

He said the U.S. economy has been showing “signs of life”,

but that “it would be a mistake to believe we will see a return

to a more conventional snap-back recovery.”

Clark said that over the past decade, TD’s retail network,

workforce, assets, deposits, and share price have doubled, while

its customer base has nearly done so.

Speaking in Toronto, TD Chairman Brian Levitt said the board

was confident that Clark’s eventual successor will be an

internal candidate.

“We are actively managing this issue,” he said.