Filed by Commerce Bancorp, Inc.
Pursuant to Rule 425
under the Securities Act of 1933 and
deemed filed pursuant to Rule 14a-12 under
the Securities Exchange Act of 1934
Subject Company: Commerce Bancorp, Inc.
Commission File No.: 1-12069

Forward Looking Statements

The information presented may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and any comparable “safe harbour” provisions of applicable Canadian legislation, including, but not limited to, statements relating to anticipated financial and operating results, the companies’ plans, objectives, expectations and intentions, cost savings and other statements, including words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “will,” “should,” “may,” and other similar expressions.  Such statements are based upon the current beliefs and expectations of our management and involve a number of significant risks and uncertainties. Actual results may differ materially from the results anticipated in these forward-looking statements.  The following factors, among others, could cause or contribute to such material differences:  the ability to obtain the approval of the transaction by Commerce Bancorp, Inc. stockholders; the ability to realize the expected synergies resulting for the transaction in the amounts or in the timeframe anticipated; the ability to integrate Commerce Bancorp, Inc.’s businesses into those of TD Bank Financial Group in a timely and cost-efficient manner; and the ability to obtain governmental approvals of the transaction or to satisfy other conditions to the transaction on the proposed terms and timeframe.  Additional factors that could cause TD Bank Financial Group’s and Commerce Bancorp, Inc.’s results to differ materially from those described in the forward-looking statements can be found in the 2006 Annual Report on Form 40-F for The Toronto-Dominion Bank and the 2006 Annual Report on Form 10-K of Commerce Bancorp, Inc. filed with the Securities and Exchange Commission and available at the Securities and Exchange Commission’s Internet site (http://www.sec.gov).

     The proposed merger transaction involving The Toronto-Dominion Bank and Commerce Bancorp, Inc. will be submitted to Commerce Bancorp’s shareholders for their consideration. Shareholders are encouraged to read the proxy statement/prospectus regarding the proposed transaction when it becomes available because it will contain important information.  Shareholders will be able to obtain a free copy of the proxy statement/prospectus, as well as other filings containing information about The Toronto-Dominion Bank and Commerce Bancorp, Inc., without charge, at the SEC’s Internet site (http://www.sec.gov).  Copies of the proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the proxy statement/prospectus can also be obtained, when available, without charge, by directing a request to TD Bank Financial Group, 66 Wellington Street West, Toronto, ON M5K 1A2, Attention: Investor Relations, (416) 308-9030, or to Commerce Bancorp, Inc., Shareholder Relations, 1701 Route 70 East, Cherry Hill, NJ 08034-5400, (856) 751-9000.

     The Toronto-Dominion Bank, Commerce Bancorp, Inc., their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction.  Information regarding The Toronto-Dominion Bank’s directors and executive officers is available in its Annual Report on Form 40-F for the year ended October 31, 2006, which was filed with the Securities and Exchange Commission on December 11, 2006, and its notice of annual meeting and proxy circular for its most recent annual meeting, which was filed with the Securities and Exchange Commission on February 23, 2007.  Information regarding Commerce Bancorp, Inc.’s directors and executive officers is available in Commerce Bancorp, Inc.’s proxy statement for its most recent annual meeting, which was filed with the Securities and Exchange Commission on April 13, 2007. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

CONTACTS

Douglas J. Pauls		C. Edward Jordan, Jr.
Chief Financial Officer		Executive Vice President

(856) 751-9000

COMMERCE BANCORP
REPORTS QUARTERLY RESULTS

     October 25, 2007 – Cherry Hill, New Jersey – Commerce Bancorp, Inc. (NYSE Symbol: CBH) reports a net loss of $47.9 million for the quarter ended September 30, 2007, due primarily to an investment portfolio restructure. Commerce also reports increased assets, deposits and loans.

THIRD QUARTER FINANCIAL HIGHLIGHTS

September 30, 2007

										%
										Change
Total Assets:		$	50.0			Billion					15	%
Core Deposits:		$	44.8			Billion					16	%
Total (Net) Loans:		$	16.9			Billion					16	%
Total Revenues:		$	350.8			Million					(26	)%
Net Loss:		$	(47.9	)		Million					(160	)%
Net Loss Per Share:		$	(.24	)							(159	)%

Financial Summary

Balance Sheet

Deposits:

	•		Core deposits increased $6.2 billion, up 16%, for the prior 12 months, while total deposits increased $6.4 billion, or 16%, for the prior 12 months.
	•		Annualized core deposit growth per store was $15 million.
	•		Comparable store core deposit growth was 15%.
	•		Commercial core deposits grew 19% to $18.2 billion.
	•		New York City core deposits increased to $7.3 billion, up 25%.

Loans:

•

Net loans grew $2.3 billion, or 16%, to $16.9 billion.

Third Quarter Results

     During the third quarter, the Company transferred approximately $7.4 billion of primarily fixed-rate investment securities from its available for sale portfolio to a trading portfolio as part of an investment portfolio restructure. To reduce its exposure to changes in interest rates, the Company intends to sell the securities in the trading portfolio during the fourth quarter of 2007 and reinvest those proceeds in short-term, floating rate, AAA-rated securities. In connection with the transfer, the Company recorded a pre-tax loss of approximately $175.3 million.

     Primarily as a result of two residential development credits being moved to non-accrual status, the Company’s third quarter provision for loan losses totaled $26.0 million, an increase of $13.5 million over the second quarter of 2007.

     Included in the Company’s third quarter results are pre-tax losses of approximately $4.1 million related to the Company’s equity method investments.

     The investment portfolio restructure, the additional provision for loan losses and the net losses on the Company’s equity method investments amounted to after tax charges of approximately $121.4 million, or $.61 per share, during the third quarter.

     As a result of these charges, third quarter net loss was $47.9 million and net loss per share was $.24.

Expansion

	•		During the first nine months of 2007, the Company opened 29 new stores.
	•		In 2007, the Company expects to open a total of +/- 50 stores, which will increase total stores to approximately 480.
	•		The Company has received approval for six branches from the OCC since June 29, 2007.

The Commercial Bank

		9/30/07				9/30/06				$ Increase				% Increase
						(dollars in millions)
Commercial Core Deposits:		$	18,180			$	15,214			$	2,966				19	%
Commercial Loans:			10,798				9,274				1,524				16

Lending

     Loans increased 16% to $17.1 billion from the third quarter of 2006 and the growth was widespread throughout all loan categories.

Regional Loan Growth:

		9/30/07				9/30/06				$ Increase				% Increase				% of Total Growth
		(dollars in millions)
Metro New York		$	8,861			$	7,445			$	1,416				19	%			60	%
Metro Philadelphia			7,353				6,742				611				9				26
Metro Washington			354				156				198				126				8
Southeast Florida			490				354				136				38				6
Total:		$	17,058			$	14,697			$	2,361				16	%			100	%

Loan Composition:

		9/30/07				% of Total				9/30/06				% of Total				$ Increase				% Increase
		(dollars in millions)
Commercial		$	4,706				28	%		$	3,873				26	%		$	833				22	%
Owner-Occupied RE			3,086				18				2,729				19				357				13
Total Commercial			7,792				46				6,602				45				1,190				18
Consumer			6,261				37				5,424				37				837				15
Commercial Real Estate			3,005				17				2,671				18				334				12
Total Loans		$	17,058				100	%		$	14,697				100	%		$	2,361				16	%

     The loan-to-deposit ratio was 37% at September 30, 2007.

Asset Quality

		Quarter Ended
		9/30/07				6/30/07				9/30/06
Non-Performing Assets/Assets			.20	%			.12	%			.11	%
Net Loan Charge-Offs			.23	%			.18	%			.09	%
Reserve for Credit Losses/Gross Loans			1.09	%			1.04	%			1.05	%
Non-Performing Loan Coverage			190	%			334	%			341	%
Non-Performing Assets/Capital and Reserves			3	%			2	%			2	%

     Non-performing assets and loans past due 90 days at September 30, 2007 totaled $101.9 million or .20% of total assets, versus $56.9 million, or .12% of total assets, at June 30, 2007 and $47.8 million, or .11% of total assets, at September 30, 2006.

     The increase in non-performing assets was primarily the result of two residential development credits, totaling approximately $34.5 million, which were transferred to non-accrual during the quarter. As a result, the Company’s third quarter provision for loan losses totaled $26.0 million, an increase of $13.5 million over the amount recorded in the second quarter of 2007.

Income Statement

		Three Months Ended												Nine Months Ended
		9/30/07				9/30/06				% Change				9/30/07				9/30/06				% Change
		(dollars in thousands, except per share data)
Total Revenues:		$	350,808			$	472,527				(26	)%		$	1,362,612			$	1,373,352				(1	)%
Total Expenses:			404,435				343,469				18				1,155,115				992,587				16
Net (Loss)/Income:			(47,911	)			79,669				(160	)			106,928				236,486				(55	)
Net (Loss)/Income Per Share:		$	(.24	)		$	.41				(159	)		$	.54			$	1.23				(56	)

Balance Sheet

		9/30/07				9/30/06				$ Increase				% Increase
						(dollars in millions)
Total Assets:		$	49,994			$	43,304			$	6,690				15	%
Total Loans (Net):			16,881				14,551				2,330				16
Core Deposits:			44,751				38,539				6,212				16
Total Deposits:			46,534				40,142				6,392				16

Regional Deposit Growth

     Core deposit growth by region is as follows:

																						Average					Annualized
		# of												$				%				Store					Growth/
		Stores				9/30/07				9/30/06				Increase				Increase				Size					Store
		(dollars in millions)
Northern New Jersey			148			$	12,900			$	11,952			$	948				8	%		$	87				$	7
New York City			61				7,300				5,827				1,473				25				120					26
Long Island/Westchester/CT			55				4,934				3,640				1,294				36				90					26
Metro New York			264			$	25,134			$	21,419			$	3,715				17	%		$	95				$	15
Metro Philadelphia			156				18,610				16,496				2,114				13				119					15
Metro Washington			21				536				370				166				45				26					10
Southeast Florida			16				471				254				217				85				29					21
Total Core Deposits			457			$	44,751			$	38,539			$	6,212				16	%		$	98				$	15
Total Deposits						$	46,534			$	40,142			$	6,392				16	%		$	102				$	15

     Metro New York remains the Company’s largest and fastest growing market with core deposits of $25.1 billion, an increase of 17% over the third quarter of 2006.

Comparable Store Core Deposit Growth

     Comparable store deposit growth is measured as the year-over-year percentage increase in core deposits for stores open one year or more at the balance sheet date.

		Core Deposit Growth
		# of				Comp Store
		Stores				Increase
Metro Philadelphia			151				12	%
Northern New Jersey			134				8
New York City			50				25
Long Island/Westchester/CT			47				29
Metro Washington			12				27
Southeast Florida			8				43
Total			402				15	%

Core Deposits

     Core deposit growth by type of account is as follows:

																		3rd Quarter
																		Cost of
		9/30/07				9/30/06				$ Change				% Change				Funds
						(dollars in millions)
Demand		$	9,190			$	8,650			$	540				6	%			0.00	%
Interest Bearing Demand			20,277				15,693				4,584				29				3.69
Savings			10,956				10,620				336				3				2.90
Subtotal			40,423				34,963				5,460				16	%			2.63	%
Time			4,328				3,576				752				21				4.55
Total Core Deposits:		$	44,751			$	38,539			$	6,212				16	%			2.82	%

     Core deposit growth by type of customer is as follows:

		9/30/07				% Total				9/30/06				% Total				$ Increase				% Increase
		(dollars in millions)
Consumer		$	18,206				41	%		$	15,702				41	%		$	2,504				16	%
Commercial			18,180				40				15,214				39				2,966				19
Government			8,365				19				7,623				20				742				10
Total		$	44,751				100	%		$	38,539				100	%		$	6,212				16	%

Net Income and Net Income Per Share

     Net loss totaled $47.9 million for the third quarter of 2007, compared to net income of $79.7 million for the third quarter of 2006. On a diluted per share basis, net loss for the third quarter of 2007 was $.24 compared to net income of $.41 for the third quarter of 2006.

     For the first nine months of 2007, net income totaled $106.9 million, compared to $236.5 million for the first nine months of 2006. On a diluted per share basis, net income for the first nine months of 2007 was $.54 compared to $1.23 for the first nine months of 2006.

     The Company’s net results for the third quarter and first nine months of 2007 were impacted by the $175.3 million pre-tax loss related to the investment portfolio restructure, as well as the increased third quarter provision for loan and lease losses. In addition, included in the Company’s results for the third quarter and first nine months of 2007 are $4.1 million and $11.6 million, respectively, of net losses related to the Company’s equity method investments.

		Three Months Ended												Nine Months Ended
		9/30/07				9/30/06				% Change				9/30/07				9/30/06				% Change
		(dollars in thousands, except per share data)
Net (Loss)/Income:		$	(47,911	)		$	79,669				(160	)%		$	106,928			$	236,486				(55	)%
Net (Loss)/Income Per Share:		$	(.24	)		$	.41				(159	)		$	.54			$	1.23				(56	)%

Net Interest Income and Net Interest Margin

     Net interest income for the third quarter totaled $347.1 million, an 8% increase over the $322.0 million recorded a year ago. For the first nine months of 2007, the Company recorded net interest income of $1.0 billion, an 8% increase over the $948.8 million earned in the first nine months of 2006. The increase in net interest income during the quarter and first nine months was due to volume increases in interest earning assets resulting from the Company’s continued deposit growth.

     The net interest margin for the third quarter of 2007 decreased to 3.13%, compared to 3.22% for the second quarter of 2007, and was down 14 basis points from the 3.27% margin for the third quarter of 2006.

     On a tax equivalent basis, the Company recorded $354.0 million in net interest income in the third quarter of 2007, an increase of $25.8 million or 8% over the third quarter of 2006. Net interest income on a tax equivalent basis of $1.0 billion was earned in the first nine months of 2007, an increase of $77.7 million or 8% over the first nine months of 2006.

Net Interest Income and Rate/Volume Analysis

     As shown below, the increase in net interest income on a tax equivalent basis was due to volume increases in the Company’s earning assets, which were fueled by the Company’s continued deposit growth. The Company’s continuing ability to grow deposits produces net interest income growth, despite rate compression.

		Net Interest Income
September		Volume				Rate				Total				%
2007 vs. 2006		Increase				Change				Increase				Increase
		(dollars in thousands)
Quarter		$	38,931				($13,090	)		$	25,841				8	%
First Nine Months		$	134,456				($56,796	)		$	77,660				8	%

Non-Interest Income

     Excluding net investment securities losses, non-interest income for the third quarter of 2007 increased to $179.0 million from $150.6 million a year ago, a 19% increase. On the same basis, non-interest income for the first nine months of 2007 increased to $512.2 million from $424.5 million a year ago, a 21% increase. The increases in non-interest income are primarily attributable to the increase in deposit charges and service fees of 23% and 26% for the third quarter and first nine months of 2007, respectively.

     Non-interest income for the third quarter and the first nine months of 2007 is more fully depicted below:

		Three Months Ended												Nine Months Ended
		9/30/07				9/30/06				% Change				9/30/07				9/30/06				% Change
		(dollars in thousands)
Deposit Charges & Service Fees		$	119,771			$	97,436				23	%		$	341,890			$	271,370				26	%
Other Operating Income:
Commerce Banc Insurance			21,860				21,189				3				67,594				63,706				6
Commerce Capital Markets			6,938				6,851				1				22,243				20,348				9
Operating Lease Revenue			4,994				4,347				15				15,045				11,324				33
Loan Brokerage Fees			2,106				2,386				(12	)			7,710				6,505				19
Other			23,360				18,348				27				57,691				51,262				13
Total Other Operating Income			59,258				53,121				12				170,283				153,145				11
Subtotal			179,029				150,557				19				512,173				424,515				21
Net Investment Securities Losses			(175,343	)			—				—				(172,464	)			—				—
Total Non-Interest Income		$	3,686			$	150,557				(98	)%		$	339,709			$	424,515				(20	)%

Non-Interest Expenses

     Non-interest expenses for the third quarter of 2007 were $404.4 million, up 18% from $343.5 million a year ago. Non-interest expenses for the first nine months of 2007 were $1.2 billion, up 16% from $992.6 million a year ago. The increases in non-interest expenses for the third quarter and nine months ended September 30, 2007 were widespread throughout non-interest expense categories, reflecting the Company’s store expansion program.

     Included in non-interest expenses are increased FDIC assessments of $5.9 million and $14.2 million for the third quarter and first nine months of 2007, respectively, compared to the same periods a year ago. Excluding these amounts, the Company’s non-interest expenses would have increased by 16% and 15% for the third quarter and first nine months of 2007, respectively, as compared to the prior year.

Investments

     At September 30, 2007, total investments increased to $29.1 billion. Detailed below is information regarding the composition and characteristics of the Company’s investment portfolio at September 30, 2007. The table excludes investments held in the trading portfolio at Commerce Capital Markets, which amounted to $110.0 million at September 30, 2007 and are primarily short-term tax-exempt notes.

						Available				Held to
Product Description		Trading				For Sale				Maturity				Total
		(in millions)
Mortgage-backed Securities:
Federal Agencies Pass Through Certificates (AAA Rated)		$	1,427			$	447			$	1,882			$	3,756
Collateralized Mortgage Obligations (AAA Rated)			5,160				6,208				10,428				21,796
Obligations of State and Political Subdivisions/Other			613				710				2,131				3,454
Total		$	7,200			$	7,365			$	14,441			$	29,006
Duration (in years)			5.09				3.67				4.07				4.22
Average Life (in years)			6.81				6.18				6.17				6.34
Quarterly Average Yield			5.92	%			5.70	%			5.37	%			5.54	%

     At September 30, 2007, the after tax depreciation of the Company’s available for sale portfolio was $40.5 million.

Capital Resources

     Stockholders’ equity at September 30, 2007 increased to $2.9 billion, a $222.3 million increase, or 8% over stockholders’ equity of $2.7 billion at September 30, 2006.

     Return on average stockholders equity (ROE) for the third quarter and nine months ending September 30, 2007 and 2006 is shown in the table below. ROE for the third quarter and nine months ending September 30, 2007 were impacted by the investment portfolio restructure, provision for loan losses and net losses related to the Company’s equity method investments.

Three Months Ended				Nine Months Ended
9/30/07		9/30/06		9/30/07		9/30/06
(6.47)%		12.06%		4.89%		12.61%

     At September 30, 2007, the Company’s book value per share was $14.68, a 6% increase over the book value per share of $13.85 at September 30, 2006.

     The Company’s capital ratios at September 30, 2007 were as follows:

						Regulatory Guidelines
		Commerce				“Well Capitalized”
Leverage Ratio			5.81	%			5.00	%
Tier I			11.24	%			6.00	%
Total Capital			12.00	%			10.00	%

New Stores

     During the third quarter of 2007, the Company added 15 new stores, increasing the total stores to 457. During the last three years, the Company has added 160 of its 457 stores.

     Stores opened during the third quarter were as follows:

Metropolitan New York

Location		County
Green Brook		Somerset (NJ)
Larchmont Village		Westchester (NY)
City Hall		New York (NY)
North Arlington		Bergen (NJ)
Shelton		Fairfield (CT)
Pelham Parkway		Bronx (NY)
Shirley		Suffolk (NY)
Oakland		Bergen (NJ)
Morristown		Morris (NJ)

Metropolitan Washington, D.C.

Location		County
Germantown		Montgomery (MD)
Leesburg		Loudoun (VA)

Southeastern Florida

Location		County
Coral Springs/University		Broward (FL)
Deerwood		Miami-Dade (FL)
Coral Gables		Miami-Dade (FL)
Riviera Beach		Palm Beach (FL)

Merger Agreement with The Toronto-Dominion Bank (“TD”)

     On October 2, 2007, the Company and TD entered into an Agreement and Plan of Merger (the Merger Agreement), pursuant to which TD will acquire the Company and the Company will become a wholly-owned subsidiary of TD. The board of directors of the Company approved the Merger Agreement and has adopted a resolution recommending the approval of the Merger Agreement by the Company’s shareholders. The Company has agreed to put the merger agreement before the shareholders for their approval. When it becomes available, Commerce shareholders are urged to read the proxy statement/prospectus regarding the merger that will be filed with the Securities and Exchange Commission (SEC). The proxy statement/prospectus will contain additional information about the merger and the special meeting of Commerce shareholders that will be held to vote on the merger agreement. Subject to customary closing conditions, the merger is expected to close in March or April 2008.

Other Matters

     Commerce has been advised that an investigation is being conducted by the Staff of the SEC. Commerce has further been advised that the scope of the investigation will include, but not necessarily be limited to, transactions with its current and former officers, directors, and related parties, including transactions involving bank premises. Commerce is fully cooperating with the SEC with respect to the investigation.

Forward-Looking Statements

     The Company may from time to time make written or oral “forward-looking statements”, including statements contained in the Company’s filings with the SEC, in its reports to shareholders and in other communications by the Company, which are made in good faith by the Company pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.

     These forward-looking statements include statements with respect to the Company’s beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions, that are subject to significant risks and uncertainties and are subject to change based on various factors (some of which are beyond the Company’s control). The words “may”, “could”, “should”, “would”, believe”, “anticipate”, “estimate”, “expect”, “intend”, “plan” and similar expressions are intended to identify forward-looking statements. The following factors, among others, could cause the Company’s financial performance or other forward looking statements to differ materially from that expressed in such forward-looking statements: the strength of the United States economy in general and the strength of the local economies in which the Company conducts operations; the effects of, and changes in, trade, monetary and fiscal policies, including interest rate policies of the Board of Governors of the Federal Reserve System; inflation; interest rates, market and monetary fluctuations; the timely development of competitive new products and services by the Company and the acceptance of such products and services by customers; the willingness of customers to substitute competitors’ products and services for the Company’s products and services and vice versa; the impact of changes in financial services’ laws and regulations (including laws concerning taxes, banking, securities and insurance); technological changes; future acquisitions; the expense savings and revenue enhancements from acquisitions being less than expected; the growth and profitability of the Company’s non-interest or fee income being less than expected; the ability to maintain the growth and further development of the Company’s community-based retail branching network; unanticipated regulatory or judicial proceedings (including those regulatory and other approvals necessary to open new stores); changes in consumer spending and saving habits; and the success of the Company at managing the risks involved in the foregoing.

     In addition, with respect to the TD merger, actual results may differ materially from the results anticipated in these forward-looking statements. The following factors, among others, could cause or contribute to such material differences; the ability to obtain the approval of the merger by the Company’s shareholders; the ability to realize the expected synergies resulting from the merger in the amounts or in the timeframe anticipated; the ability to integrate the Company’s businesses into those of TD Bank Financial Group in a timely and cost-efficient manner; and the ability to obtain governmental approvals of the merger or to satisfy other conditions to the merger on the proposed terms and timeframe. Additional factors that could cause TD Bank Financial Group’s and the Company’s results to differ materially from those described in the forward-looking statements can be found in the 2006 Annual Report on Form 40-F for The Toronto-Dominion Bank and the 2006 Annual Report on Form 10-K of the Company filed with the SEC and available at the SEC’s Internet site (http://www.sec.gov).

     The Company cautions that the foregoing list of important factors is not exclusive. The Company does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of the Company.

     The Company cautions that any such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors which may cause the Company’s actual results, performance or achievements to differ materially from the future results, performance or achievements the Company has anticipated in such forward-looking statements. You should note that many factors could affect the Company’s future financial results and could cause those results to differ materially from those expressed or implied in the Company’s forward-looking statements contained in this document.

Additional Information

     The proposed merger transaction involving The Toronto-Dominion Bank and the Company will be submitted to the Company’s shareholders for their consideration. Shareholders are encouraged to read the proxy statement/prospectus regarding the proposed transaction when it becomes available because it will contain important information. Shareholders will be able to obtain a free copy of the proxy statement/prospectus, as well as other filings containing information about The Toronto-Dominion Bank and the Company, without charge, at the SEC’s Internet site (http://www.sec.gov). Copies of the proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the proxy statement/prospectus can also be obtained, when available, without charge, by directing a request to TD Bank Financial Group, 66 Wellington Street West, Toronto, ON M5K 1A2, Attention: Investor Relations, (416) 308-9030, or to Commerce Bancorp, Inc., Shareholder Relations, 1701 Route 70 East, Cherry Hill, NJ 08034-5400, (856) 751-9000.

     The Toronto-Dominion Bank, the Company, their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding The Toronto-Dominion Bank’s directors and executive officers is available in its Annual Report on Form 40-F for the year ended October 31, 2006, which was filed with the SEC on December 11, 2006, and its notice of annual meeting and proxy circular for its most recent annual meeting, which was filed with the SEC on February 23, 2007. Information regarding the Company’s directors and executive officers is available in the Company’s proxy statement for its most recent annual meeting, which was filed with the SEC on April 13, 2007. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

Commerce Bancorp, Inc. and Subsidiaries
Consolidated Balance Sheets
(unaudited)

				September 30,				December 31,
		(dollars in thousands)		2007				2006
Assets		Cash and due from banks		$	1,345,641			$	1,207,390
		Federal funds sold			3,300				9,300
		Cash and cash equivalents			1,348,941				1,216,690
		Loans held for sale			24,407				52,741
		Trading securities			7,310,103				106,007
		Securities available for sale			7,364,771				11,098,113
		Securities held to maturity			14,440,690				14,884,982
		(market value 09/07-$14,131,679; 2006-$14,617,764)
		Loans			17,057,856				15,607,049
		Less allowance for loan losses			177,329				152,053
					16,880,527				15,454,996
		Bank premises and equipment, net			1,965,873				1,753,670
		Goodwill and other intangible assets			145,129				141,631
		Other assets			513,595				562,986
		Total assets		$	49,994,036			$	45,271,816
Liabilities		Deposits:
		Demand:
		Noninterest-bearing		$	9,190,005			$	8,936,824
		Interest-bearing			20,276,514				16,853,457
		Savings			10,962,975				10,459,306
		Time			6,104,819				5,038,624
		Total deposits			46,534,313				41,288,211
		Other borrowed money			204,130				777,404
		Other liabilities			317,978				405,103
					47,056,421				42,470,718
Stockholders’ Equity		Common stock, 195,634,664 shares issued (189,738,423 shares in 2006)			195,635				189,738
		Capital in excess of par value			1,848,936				1,744,691
		Retained earnings			986,021				958,770
		Accumulated other comprehensive (loss) income			(40,484	)			(65,240	)
					2,990,108				2,827,959
		Less treasury stock, at cost, 1,976,923 shares (1,231,081 shares in 2006)			52,493				26,861
		Total stockholders’ equity			2,937,615				2,801,098
		Total liabilities and stockholders’ equity		$	49,994,036			$	45,271,816

Commerce Bancorp, Inc. and Subsidiaries
Consolidated Statements of Income
(unaudited)

				Three Months Ended													Nine Months Ended
				September 30,													September 30,
		(dollars in thousands, except per share amounts)		2007				2006%				Change				2007				2006%				Change
Interest		Interest and fees on loans		$	289,854			$	255,663				13	%		$	839,487			$	707,527				19	%
income		Interest on investments			390,653				339,825				15				1,122,206				959,923				17
		Other interest			836				1,918				(56	)			8,569				2,581				232
		Total interest income			681,343				597,406				14				1,970,262				1,670,031				18
Interest		Interest on deposits:
expense		Demand			182,616				132,349				38				523,647				348,374				50
		Savings			77,221				70,320				10				222,293				188,481				18
		Time			67,383				52,375				29				186,767				129,810				44
		Total interest on deposits			327,220				255,044				28				932,707				666,665				40
		Interest on other borrowed money			7,001				20,392				(66	)			14,652				54,529				(73	)
		Total interest expense			334,221				275,436				21				947,359				721,194				31
		Net interest income			347,122				321,970				8				1,022,903				948,837				8
		Provision for credit losses			26,000				9,499				174				48,550				23,500				107
		Net interest income after provision for credit losses			321,122				312,471				3				974,353				925,337				5
Noninterest		Deposit charges and service fees			119,771				97,436				23				341,890				271,370				26
income		Other operating income			59,258				53,121				12				170,283				153,145				11
		Net investment securities (losses) gains			(175,343	)			0				0				(172,464	)			0				0
		Total noninterest income			3,686				150,557				(98	)			339,709				424,515				(20	)
		Total Revenues			350,808				472,527				(26	)			1,362,612				1,373,352				(1	)
Noninterest		Salaries and benefits			179,442				156,105				15				518,695				451,560				15
expense		Occupancy			63,865				49,534				29				180,563				141,261				28
		Furniture and equipment			46,261				41,543				11				134,384				117,159				15
		Office			16,910				15,213				11				50,021				45,084				11
		Marketing			11,372				10,712				6				32,499				30,222				8
		Other			86,585				70,362				23				238,953				207,301				15
		Total noninterest expenses			404,435				343,469				18				1,155,115				992,587				16
		Income before income taxes			(79,627	)			119,559				(167	)			158,947				357,265				(56	)
		Provision for federal and state income taxes			(31,716	)			39,890				(180	)			52,019				120,779				(57	)
		Net income			($47,911	)		$	79,669				(160	)%		$	106,928			$	236,486				(55	)%
		Net income per common and common equivalent share:
		Basic			($0.25	)		$	0.43				(158	)%		$	0.56			$	1.29				(57	)%
		Diluted			($0.24	)		$	0.41				(159	)		$	0.54			$	1.23				(56	)
		Average common and common equivalent shares outstanding:
		Basic			193,027				186,527				3				191,299				183,981				4
		Diluted			199,097				194,754				2				197,728				192,872				3
		Cash dividends, common stock		$	0.13			$	0.12				8	%		$	0.39			$	0.36				8	%

Commerce Bancorp, Inc.
Selected Consolidated Financial Data
(unaudited)

		Three Months Ended												Nine Months Ended
		September 30,												September 30,
										%												%
		2007				2006				Change				2007				2006				Change
		(dollars and shares in thousands)												(dollars and shares in thousands)
Income Statement Data:
Net interest income		$	347,122			$	321,970				8	%		$	1,022,903			$	948,837				8	%
Provision for credit losses			26,000				9,499				174				48,550				23,500				107
Noninterest income			3,686				150,557				(98	)			339,709				424,515				(20	)
Total revenues			350,808				472,527				(26	)			1,362,612				1,373,352				(1	)
Noninterest expense			404,435				343,469				18				1,155,115				992,587				16
Net income			(47,911	)			79,669				(160	)			106,928				236,486				(55	)
Per Share Data:
Net income — Basic			($0.25	)		$	0.43				(158	)%		$	0.56			$	1.29				(57	)%
Net income — Diluted			(0.24	)			0.41				(159	)			0.54				1.23				(56	)
Book value — Basic														$	15.17			$	14.51				5	%
Book value — Diluted															14.68				13.85				6
Revenue per share — Diluted		$	7.05			$	9.71				(27	)%		$	9.19			$	9.49				(3	)%
Weighted Average Shares Outstanding:
Basic			193,027				186,527								191,299				183,981
Diluted			199,097				194,754								197,728				192,872
Balance Sheet Data:
Total assets														$	49,994,036			$	43,303,510				15	%
Loans (net)															16,880,527				14,550,704				16
Allowance for credit losses															185,966				154,572				20
Securities available for sale															7,364,771				10,800,173				(32	)
Securities held to maturity															14,440,690				14,245,638				1
Total deposits															46,534,313				40,141,661				16
Core deposits															44,751,028				38,538,568				16
Stockholders’ equity															2,937,615				2,715,361				8
Capital:
Stockholders’ equity to total assets															5.88	%			6.27	%
Risk-based capital ratios:
Tier I															11.24				11.99
Total capital															12.00				12.71
Leverage ratio															5.81				6.08
Performance Ratios:
Cost of funds			2.96	%			2.74	%							2.91	%			2.53	%
Net interest margin			3.13				3.27								3.21				3.39
Return on average assets			-0.39				0.74								0.30				0.76
Return on average total stockholders’ equity			-6.47				12.06								4.89				12.61

The following summary presents information regarding non-performing loans and assets as of September 30, 2007 and the preceding four quarters (dollar amounts in thousands).

		September 30,				June 30,				March 31,				December 31,				September 30,
		2007				2007				2007				2006				2006
Non-accrual loans:
Commercial		$	25,736			$	22,381			$	20,526			$	33,686			$	33,658
Consumer			18,463				15,462				15,343				11,820				9,325
Commercial real estate:
Construction			44,619				8,509				8,575				3,531				496
Mortgage			9,287				4,328				2,277				1,565				1,828
Total non-accrual loans			98,105				50,680				46,721				50,602				45,307
Restructured loans:
Commercial			—				—				—				—				—
Consumer			—				—				—				—				—
Commercial real estate:
Construction			—				—				—				—				—
Mortgage			—				—				—				—				—
Total restructured loans			—				—				—				—				—
Total non-performing loans			98,105				50,680				46,721				50,602				45,307
Other real estate/foreclosed assets			2,709				5,235				5,000				2,610				2,022
Total non-performing assets			100,814				55,915				51,721				53,212				47,329
Loans past due 90 days or more and still accruing			1,078				965				658				620				441
Total non-performing assets and loans past due 90 days or more		$	101,892			$	56,880			$	52,379			$	53,832			$	47,770
Total non-performing loans as a percentage of total period-end loans			0.58	%			0.31	%			0.29	%			0.32	%			0.31	%
Total non-performing assets as a percentage of total period-end assets			0.20	%			0.12	%			0.11	%			0.12	%			0.11	%
Allowance for credit losses as a percentage of total non-performing loans			190	%			334	%			351	%			317	%			341	%
Allowance for credit losses as a percentage of total period-end loans			1.09	%			1.04	%			1.03	%			1.03	%			1.05	%
Total non-performing assets and loans past due 90 days or more as a percentage of stockholders’ equity and allowance for credit losses			3	%			2	%			2	%			2	%			2	%

     The following table presents, for the periods indicated, an analysis of the allowance for credit losses and other related data: (dollar amounts in thousands)

		Three Months Ended								Nine Months Ended								Year Ended
		09/30/07				09/30/06				09/30/07				09/30/06				12/31/06
Balance at beginning of period		$	169,459			$	148,383			$	160,269			$	141,464			$	141,464
Provisions charged to operating expenses			26,000				9,499				48,550				23,500				33,700
			195,459				157,882				208,819				164,964				175,164
Recoveries on loans charged-off:
Commercial			1,084				1,707				3,270				4,335				5,987
Consumer			255				237				874				1,372				1,604
Commercial real estate			—				57				297				375				385
Total recoveries			1,339				2,001				4,441				6,082				7,976
Loans charged-off:
Commercial			(5,852	)			(2,968	)			(16,097	)			(10,182	)			(14,107	)
Consumer			(3,142	)			(2,119	)			(8,686	)			(5,803	)			(8,179	)
Commercial real estate			(1,838	)			(224	)			(2,511	)			(489	)			(585	)
Total charge-offs			(10,832	)			(5,311	)			(27,294	)			(16,474	)			(22,871	)
Net charge-offs			(9,493	)			(3,310	)			(22,853	)			(10,392	)			(14,895	)
Balance at end of period		$	185,966			$	154,572			$	185,966			$	154,572			$	160,269
Net charge-offs as a percentage of average loans outstanding			0.23	%			0.09	%			0.19	%			0.10	%			0.11	%
Net Allowance Additions		$	16,507			$	6,189			$	25,697			$	13,108			$	18,805