October 2, 2000 **Conditional Approval #414**

**October 2000**

Mr. David Wojcik

Senior Vice President/Oversight

Commerce Bancorp

1701 Route 70 East

Cherry Hill, New Jersey 08034-5400

Re: Application by Commerce Bank, National Association, Cherry Hill, New
Jersey, to

establish a branch at 501-505 East Atlantic Avenue, Haddon Heights,
Camden County,

New Jersey

CAIS Control Number: 1999-NE-05-0073

Dear Mr. Wojcik:

This is to inform you that on September 29, 2000, the Office of the
Comptroller of the Currency ("OCC") conditionally approved your
application to establish a branch at 501-505 East Atlantic Avenue,
Haddon Heights, Camden County, New Jersey. This approval is granted
based on a thorough review of all information available, including the
representations and commitments made in the application and by the
bank's representatives.

The site at which the branch will be established is adjacent to the
White Horse Pike Historic District, which is listed in the National
Register of Historic Places. The New Jersey State Historic Preservation
Officer determined that the bank's proposal to establish the branch
would have an adverse effect on the historic district. Accordingly, a
Memorandum of Agreement was developed to mitigate the adverse effects of
the proposal. Therefore, this approval is subject to the following
condition:

> In establishing a branch at 501-505 East Atlantic Avenue, Haddon
> Heights, New Jersey, Commerce Bank shall carry out the measures listed
> under the *Stipulations* section of the Memorandum of Agreement
> entered into by the bank, the New Jersey State Historic Preservation
> Officer, the Borough of Haddon Heights, the Advisory Council on
> Historic Preservation, and the OCC. This condition shall remain in
> effect until Commerce Bank provides the OCC with documentation that
> the New Jersey State Historic Preservation Officer has concluded that
> all of the measures have been satisfactorily implemented.

Mr. David Wojcik

Commerce Bancorp

CAIS Control Number: 1999-NE-05-0073

Page 2

This condition shall be deemed a "condition imposed in writing by the
agency in connection with the granting of any application or other
request" within the meaning of 12 U.S.C. 1818(b)(1). As such, the
condition is enforceable under 12 U.S.C. 1818. An executed original copy
of the Memorandum of Agreement is attached.

The bank must notify our Northeastern District Licensing unit in writing
in advance of the effective date desired for the branch opening so that
the OCC may issue the necessary authorization letter. Your letter should
include the exact street address and the popular name by which the
branch will be known. Also, if the bank has not already done so, it
should provide documentation that the New Jersey State Historic
Preservation Officer has concluded that the measures in the MOA have
been satisfactorily implemented.

Please be advised that if the branch is not opened within 18 months from
the approval date, the approval will automatically terminate unless the
OCC grants an extension.

If you have any questions regarding this letter, please contact Nina
Lipscomb, Analysis Specialist, in our Northeastern District Office at
(212) 790-4055 or me at (202) 874-4957. In any correspondence regarding
this application, please reference the CAIS control number.

Sincerely,

**-signed-**

Robert A. Sihler

National Bank Examiner/Licensing Expert

Bank Organization and Structure

Attachment: Memorandum of Agreement