July 23, 2003 **Conditional Approval**

# August 2003

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 121 South Broad Street, Philadelphia, Pennsylvania

Application Control Number: 2002-NE-05-0066

Dear Mr. Wojcik:

This is to inform you that on July 23, 2003, the Office of the
Comptroller of the Currency ("OCC") conditionally approved your
application to establish a branch at 121 South Broad Street,
Philadelphia, Philadelphia County, Pennsylvania 19107. 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 in a portion of an existing building,
known as the North American Building, which is a contributing structure
in the National Register listed South Broad Street Historic District.
The Pennsylvania State Historic Preservation Officer determined that the
bank's plans for establishing the branch would have an adverse effect on
the building. 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 121 South Broad Street, Philadelphia,
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. § 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.

-2-

This letter also is the OCC's authorization to establish Branch No.
123457A at the above-noted address, and will be known as "Broad and
Samson Branch." Within 10 days of opening, the bank must advise our
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 approval date, the approval will automatically terminate unless the
OCC grants an extension.

If at sometime in the future the bank desires to close this branch, it
must file a 90-day advance notice of proposed branch closing with the
OCC pursuant to 12 U.S.C. 1831r-1. Following the closing of the branch
office, a final closing notice should be submitted to this 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 on 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 Gail
Alston, Licensing Applications Technician, 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

Licensing Department

Enclosures: Memorandum of Agreement

Survey