Fitch Affirms Toronto-Dominion on Commerce Bancorp Acquisition

NEW YORK--(Business Wire)--
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.

Fitch Ratings, New York
Joe Scott, 212-908-0624
Sharon Haas, 212-908-0362
or
Media Relations:
Kenneth Reed, 212-908-0540

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