**Conditional Approval #634**

April 27, 2004 **May 2004**

Mr. David Wojcik

Senior Vice President/Risk Management

Commerce Bancorp, Inc.

1701 Route 70 East

Cherry Hill, New Jersey 08034-5400

Re: Application by Commerce Bank/Pennsylvania, N.A., Philadelphia,
Pennsylvania, to

establish a branch at 1060 Second Street Pike, Richboro, Bucks County,
Pennsylvania

Application Control Number: 2003-NE-05-0036 (SHPO Number: ER
03-0927-017)

Dear Mr. Wojcik:

This is to inform you that on April 22, 2004, the Office of the
Comptroller of the Currency ("OCC") conditionally approved your
application to establish a branch at 1060 Second Street Pike, Richboro,
Bucks County, Pennsylvania 18954. 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 branch will be established on the site of the Northampton High
School, which has been determined eligible for listing in the National
Register of Historic Places. The Pennsylvania State Historic
Preservation Office and the OCC agree that the bank's plans for
establishing the branch would have an adverse effect on the property.
Therefore, a Memorandum of Agreement ("MOA") was developed to mitigate
the adverse effects of the proposal. Accordingly, this approval is
subject to the following condition:

> In establishing a branch at 1060 Second Street Pike, Richboro,
> Pennsylvania, Commerce Bank/Pennsylvania shall carry out the measures
> listed under the Stipulations section of the Memorandum of Agreement
> entered into by the bank, the Pennsylvania State Historic Preservation
> Officer, and the OCC. This condition shall remain in effect until
> Commerce Bank/Pennsylvania provides the OCC with documentation that
> all of the measures have been satisfactorily implemented.

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. §

Mr. David Wojcik

Application Control Number: 2003-NE-05-0036

Page 2

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 enclosed.

This letter serves as authorization for the bank to establish Branch No.
124742A at the above-noted address, which will be known as the "Richboro
Branch." Within 10 days after opening, the bank must advise the OCC's
Northeastern District Licensing unit in writing of the branch's opening
date so the OCC may complete its records.

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

If at sometime in the future the bank decides to close this branch, it
must submit a 90-day advance notice of proposed branch closing to the
Northeastern District Licensing unit pursuant to 12 U.S.C. 1831r-1.
Following the closing of the branch office, a final closing notice
should be submitted to that office.

This approval and the activities and communications by OCC employees in
connection with the filing do not constitute a contract, express or
implied, or any other obligation binding upon the OCC, the United
States, any agency or entity of the United States, or any officer or
employee of the United States, and do not affect the ability of the OCC
to exercise its supervisory, regulatory and examination authorities
under applicable laws and regulations. The foregoing may not be waived
or modified by any employee or agent of the OCC or the United States.

A separate letter is enclosed requesting your opinion of how we handled
your application. We would appreciate your response so we may improve
our service.

If you have any questions regarding this letter, please contact Nina
Lipscomb, Licensing Specialist, in our Northeastern District Office at
(212) 790-4055 or me at (202) 874-5060. In any correspondence regarding
this application, please reference the application control number.

Sincerely,

/s/ Robert A. Sihler

Robert A. Sihler

Senior Licensing Analyst

Enclosures: Memorandum of Agreement

Survey