Fitch Affirms Toronto-Dominion on Commerce Bancorp Acquisition

Business Wire, March 31, 2008

NEW YORK -- Fitch Ratings has affirmed the following ratings for The Toronto-Dominion Bank (TD) and upgraded the ratings of Commerce Bancorp, Inc. (CBH) and its principal subsidiaries. These rating actions follow today's announcement that TD has completed the acquisition of 100% of CBH. TD's Rating Outlook remains Stable.

The Toronto-Dominion Bank

--Long-term Issuer Default Rating (IDR) 'AA-';

--Short-term IDR 'F1 ';

--Senior unsecured debt 'AA-';

--Subordinated debt 'A ';

--Preferred stock 'A ';

--Commercial paper 'F1 ';

--Individual rating 'B';

--Support '1';

--Support floor 'A-'.

A list of other ratings follows at the end of this release.

While the acquisition reduces TD's consolidated capital ratios, TD's capital position will remain comfortable. TD's Tier I ratio will continue to be well above the regulatory minimum and will still compare favorably to the ratios of many international peers. The CBH acquisition brings TD an attractive retail franchise and greatly expands TD's footprint in the United States. Together with TD Banknorth, the acquisition of CBH propels TD's U.S. deposit franchise into the top dozen, with strong market share throughout most of its footprint in New England and the Mid-Atlantic. The U.S. banking franchise will be rebranded TD Commerce Bank. TD expects to merge its U.S. bank entities into one banking charter within the next few months.

Fitch's ratings of TD reflect its strong Canadian retail franchise, growing presence in the United States, solid financials and strong risk management practices. The Stable Outlook reflects an expectation for favorable financial results, but does recognize the potential effects of a more difficult operating environment. Asset quality issues could tick up from a low base, but are expected to remain well contained. TD has largely avoided problematic exposures to topical areas including Canadian ABCP, CDOs, SIVs, U.S. subprime mortgages, and leveraged loans. The Stable Outlook further incorporates the expectation that capital ratios, although still comfortable, will gradually increase in the periods following the CBH acquisition.

Fitch affirms the following ratings with a Stable Rating Outlook:

TD Capital Trust I and II

--Preferred stock 'A '.

TD Banknorth Inc.

--Long-term IDR 'AA-';

--Senior debt 'AA-';

--Short-term IDR 'F1 ';

--Individual rating 'B';

--Support '1'.

TD Banknorth, NA

--Long-term deposits 'AA';

--Long-term IDR 'AA-';

--Senior debt 'AA-';

--Short-term IDR 'F1 ';

--Short-term deposits 'F1 ';

--Individual rating 'B';

--Support '1'.

Northgroup Preferred Capital Corporation

--Hybrid capital instrument 'A '.

HUBCO Capital Trust II

--Preferred stock 'A '.

Hudson United Bank

--Long-term deposits 'AA';

--Subordinated debt 'A '.

First Massachusetts Bank, NA

--Subordinated debt 'A '.

Commerce Bank, N.A.

Commerce Bank/North

--Individual 'B';

--Support floor 'NF'.

Fitch has upgraded the following ratings with a Stable Rating Outlook:

Commerce Bank, N.A.

--Long-term IDR 'AA-' from 'A-';

--Short-term IDR to 'F1 ' from 'F1';

--Long-term deposits to 'AA' from 'A';

--Short-term deposits to 'F1 ' from 'F1';

--Support to '1' from '5'.

Commerce Bank/North

--Long-term IDR 'AA-' from 'A-';

--Short-term IDR to 'F1 ' from 'F1';

--Long-term deposits to 'AA' from 'A';

--Short-term deposits to 'F1 ' from 'F1';

--Support to '1' from '5'.

Fitch has affirmed and withdrawn the following ratings:

Commerce Bancorp, Inc.

--Individual 'B';

--Support floor 'NF'.

Banknorth Capital Trust I

--Preferred stock 'A '.

Fitch has upgraded and withdrawn the following ratings.

Commerce Bancorp, Inc.

--Long-term IDR to 'AA-' from 'A-';

--Short-term IDR to 'F1 ' from 'F1';

--Support to '1' from '5';

Fitch's rating definitions and the terms of use of such ratings are available on the agency's public site, www.fitchratings.com. Published ratings, criteria and methodologies are available from this site, at all times. Fitch's code of conduct, confidentiality, conflicts of interest, affiliate firewall, compliance and other relevant policies and procedures are also available from the 'Code of Conduct' section of this site.