June 20, 2003 **Conditional Approval 598**

# July 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/Delaware, National Association,
Wilmington, Delaware,

to establish a branch at 2035 Limestone Road, Wilmington, New Castle
County,

Delaware 19808

Application Control Number: 2002-NE-05-0065 Charter Number: 23558

Dear Mr. Wojcik:

This is to inform you that on June 20, 2003, the Office of the
Comptroller of the Currency ("OCC") approved the application by Commerce
Bank/Delaware, N.A. ("Commerce Bank") to establish a branch at 2035
Limestone Road, Wilmington, Delaware. This approval was 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.

This approval is subject to the following requirement:

> Prior to opening the branch, the bank shall adopt procedures for
> historic preservation reviews (i.e., the section 106 review process)
> that the OCC has reviewed and accepted by issuing its written
> determination of no objection.

In this regard, on June 17 we sent the bank suggestions on its draft
procedures. The bank's proposed final procedures should be submitted for
review to R. Julie Olson, Director, Licensing Policy & Systems.

The OCC received comment letters from the Delaware State Historic
Preservation Officer ("SHPO") and four individuals, two of whom
represent civic associations. The OCC also obtained information from the
New Castle County Department of Land Use to aid the OCC in its review of
the issues raised in the comment letters.

-2-

The SHPO provided a short history of the property, including the
demolition of a historic house by the property owner, and concluded that
no historic properties eligible for listing in the National Register of
Historic Places remain on the property. However, because Commerce Bank
previously was involved with the property, the SHPO reminded the OCC of
section 110(k) of the National Historic Preservation Act ("NHPA"). That
section would, in general, prohibit the OCC's approval of the
application if we determined that Commerce Bank could have prevented the
demolition but allowed it to occur with the intention of avoiding the
section 106 review process. Similarly, other commenters also requested
that the OCC review the bank's actions in this regard.

The OCC consulted with the Advisory Council on Historic Preservation,
obtained additional information from the bank and a number of the
commenters, and also obtained a comprehensive record of Commerce Bank's
submissions to the New Castle County Department of Land Use ("DLU").
After carefully considering all of the information available to it, the
OCC concluded that an adverse decision under section 110(k) was not
warranted.

One commenter, representing a civic association, raised concerns
regarding the capacity and possible overburdening of the local sewer
system as well as traffic concerns resulting from the bank's proposal.
The OCC understands that the DLU and the Delaware Department of
Transportation, the appropriate authorities for reviewing such issues,
have completed their reviews and issued their final approvals for the
bank's proposal.

Finally, one commenter representing a civic association for the
community adjacent to the proposed branch site provided the
association's support for the bank's proposal. Another commenter from
that community, however, advised the OCC that the association did not
represent the views of all the community's members.

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. 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 some time in the future, the bank intends to close this branch,
the bank must submit an advance notice of the proposed closing to the
OCC 90 days prior to the planned closing date pursuant to 12 U.S.C. §
1831r-1. Following the closing of the branch office, a final closing
notice should be submitted to the OCC.

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.

-3-

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/ Alan Herlands

Alan Herlands

Director, Licensing Operations

Enclosure: Survey