Correction: Fitch Affirms Toronto-Dominion Bank's IDR;Places Commerce Bancorp On Rtg Watch Positive.

CHICAGO -- (This is an amended version of a release issued earlier today, it removes the preferred stock rating on HUBCO Capital Trust I and Peoples Heritage Capital Trust I.)

Fitch Ratings has affirmed the following ratings for Toronto-Dominion Bank (TD) and revised the Rating Watch for Commerce Bancorp, Inc. (CBH) and its principal subsidiaries to Positive from Negative. These rating actions follow today's announcement that TD has reached an agreement to acquire CBH:

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-';

TD's Rating Outlook remains Stable.

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

TD has agreed to acquire 100% of CBH for a purchase price of US$42 per common share for total consideration of approximately US$8.5 billion. This is a 75% stock/25% cash transaction. The transaction is subject to the necessary shareholder and regulatory approvals and is anticipated to close in TD's second quarter 2008 ending April 30. The acquisition will reduce TD's consolidated capital ratios, albeit Fitch views the projected reductions as manageable. While this is a fairly sizeable acquisition for TD, it is one that brings TD an attractive retail operating model with good deposit generation and brand awareness. Together with TD Banknorth, the acquisition of CBH will propel TD's U.S. deposit franchise into the top dozen, with approximately US$87 billion in combined deposits, with strong market share throughout most of its footprint in New England and the Mid-Atlantic.

The revision of CBH's Rating Watch to Positive from Negative reflects the anticipation that at consummation, CBH will become a wholly-owned subsidiary of TD. Fitch placed CBH's ratings on Rating Watch Negative on June 13, 2007, following CBH's disclosure that its bank subsidiary would enter into a consent order with bank regulators regarding corporate governance, related party transactions, and policies and procedures for real estate transactions. Fitch anticipates aligning CBH's ratings with those of TD's when the transaction closes.

Fitch's rating assessment of TD reflects its strong Canadian retail franchise, good earnings performance, solid asset quality, adequate capitalization and strong risk management practices. TD captures 21% of personal deposits in Canada. The company has achieved its desired retail-oriented business mix and revenue diversification has improved due to minority-owned TD Ameritrade and TD's geographic expansion in the U.S.

The following ratings for TD related entities are affirmed 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 'F1+';

--Individual rating 'B';

--Support '1'.

TD Banknorth, NA

--Long-term deposits 'AA';

--Long-term IDR 'AA-';

--Senior debt 'AA-';

--Short-term 'F1+';

--Short-term deposits 'F1+';

--Individual rating 'B';

--Support '1'.

Northgroup Preferred Capital Corporation

--Hybrid capital instrument 'A+'.

Banknorth Capital Trust I

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 Bancorp, Inc.

Commerce Bank, N.A.

Commerce Bank/North

--Support floor 'NF'.

Fitch has affirmed the following ratings and removed them from Rating Watch Negative:

Commerce Bancorp, Inc.

Commerce Bank, N.A.

Commerce Bank/North

--Individual 'B';

Fitch has placed the following ratings on Rating Watch Positive:

Commerce Bancorp, Inc.

--Long-term IDR 'A-';

--Short-term IDR 'F1';

--Support '5'.

Commerce Bank, N.A.

--Long-term IDR'A-';

--Short-term IDR 'F1';

--Long-term deposits 'A';

--Short-term deposits 'F1';

--Support '5'.

Commerce Bank/North

--Long-term IDR 'A-';

--Short-term IDR 'F1';

--Long-term deposits 'A';

--Short-term deposits 'F1';

--Support '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.