Exhibit
      10.38








EMPLOYMENT
      AGREEMENT





AGREEMENT
      dated as of
      this November 15, 1996, by and between COMMERCE NATIONAL INSURANCE SERVICES,
      INC. (“Commerce”), a New Jersey business corporation, and George E. Norcross,
      III (“Employee”).





B
      A C
      K G R O U N D




Employee
      is President and Chief Executive Officer of Keystone National Companies, Inc.
      ("Key"). Commerce Bancorp, ** Inc. (“ COBA”)
      and Employee have entered into an agreement in which COBA will acquire all
      of
      the capital stock of Key. Commerce
      is an indirect wholly-owned subsidiary of COBA. Employee
      has been instrumental in the successful development and expansion of the
      business of Key and COBA has ·determined that the future services of Employee
      are essential to Commerce and COBA’s ** acquisition
      of the capital stock of Key. Accordingly, the Board of Directors of COBA wishes
      to have Employee's services available to Commerce for five years from the
      closing date of the acquisition of the capital stock of Key by COBA and has
      made
      the execution of this Agreement by Employee a condition precedent to





COBA's
      obligation to close on its acquisition of the capital stock of Key.




NOW,
      THEREFORE, in consideration of the mutual covenants and agreements herein
      contained, and intending to be legally bound hereby, the parties agree as
      follows:




1.  Employment
      and Term of Employment .




1.1
      Effective as of the closing date of the acquisition of all of the capital stock
      of Key by COBA,
      Commerce offers Employee employment, and Employee hereby accepts such
      employment, subject to all the terms and-conditions of this Agreement, for
      a
      term of five years, subject, however, to automatic renewal and extension as
      set
      forth below and to Commerce's and Employee's right to terminate his employment
      hereunder as set forth herein. Notwithstanding anything herein provided to
      the
      contrary, beginning on the third anniversary date of this Agreement and on
      each
      subsequent anniversary date of this Agreement thereafter, this Agreement and
      Employee's employment hereunder shall automatically be renewed and extended
      (upon the same terms and conditions) for a new three year term unless written
      notice by either party is given pursuant to Section 1.2 hereof. As used


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hereinafter
      “Term” includes the original five year period as well as any renewed or extended
      periods as provided for herein.




1.2
      Either party may terminate this Agreement beginning on the second anniversary
      date of this Agreement and on any anniversary date of this Agreement thereafter
      by giving to the other party written notice thereof at least ninety days prior
      to any such anniversary date. As a result of the foregoing notice being given
      to
      either party hereunder, the Term will have three years remaining from the
      applicable anniversary date, subject to the terms and conditions set forth
      herein.




2. Services
      and Duties




Commerce
      agrees to employ Employee during the Term as President and Chief Executive
      Officer of Commerce. Employee agrees to accept such employment, and to devote
      his full time and efforts to the business and affairs of Commerce and to use
      his
      best efforts to promote the interests of Commerce. Employee shall have such
      executive responsibilities, duties and authorities as may from time to time
      be
      assigned to Employee by the Commerce Board. Employee agrees that during his
      employment hereunder, he will not be employed by, participate or engage in,
      or
      be a part of, in any manner, directly or indirectly, the affairs of any other
      business enterprise, venture or occupation,


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except
      for the purpose of making passive investments and aside from those other
      business enterprises, ventures or relationships previously disclosed in writing
      to and approved by COBA, without COBA's express prior written consent. Employee
      shall serve, without additional compensation, as a director and/or committee
      member of Commerce if so appointed or elected. During the Term, employee shall
      be governed by and be subject to all COBA and/or Commerce rules and regulations
      whether written or oral which are applicable to employees in general.




3.  Compensation .




3.1 Commerce
      shall pay Employee for all services to be rendered by him hereunder and for
      all
      positions held by him during the Term, the following compensation, payable
      at
      regular intervals in accordance with Commerce’s normal payroll practices now or
      hereafter in effect. During the Term of his employment, Employee shall be paid
      a
“base salary” at the rate of not less than $300,000 per year, subject to an
      annual review and subject to such upward adjustments as may be deemed
      appropriate by the Commerce Board of Directors (the “Board” )
      or a
      designated committee thereof. For purposes of this Agreement, a
“year ” shall be
      deemed to commence on the closing date of the acquisition of all of the capital
      stock of Key by COBA, and on


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that
      date
      of each calendar year hereafter; compensation for a portion of a year shall
      be
      pro-rated. The Board or such committee may recommend an increase in salary
      for
      Employee hereunder, but shall have no obligation to do so. Base salary once
      increased by the Board or a committee thereof may not be decreased.





3.2 Commerce
      will, during the Term of his employment, reimburse Employee for all expenses
      incurred by Employee which Commerce determines to be reasonable and necessary
      (in accordance with its normal reimbursement practices now or hereafter in
      effect) for Employee to carry out his duties under this agreement.





3.3  During
      the Term, in addition to “base salary” as set forth in Section 3.1 hereof,
      Employee shall be entitled to a mutually agreed incentive bonus based on the
      performance of Commerce which incentive bonus Commerce and Employee agree to
      negotiate in good faith.




4. Plans
      and Employee Benefits .





4.1
      During the Term of his employment, Employee shall be entitled to participate
      in
      any and all bonus programs, incentive compensation plans, stock option plans
      or
      similar benefit or compensation programs now or hereafter in effect (including


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COBA's
      Stock Option Plans , Employee
      Stock Ownership Plan ("ESOP") and Executive Supplemental Retirement Plan) which
      are generally made available from time to time to, and to the same extent as,
      executive officers of COBA. For purposes of the eligibility and vesting
      provisions of the foregoing COBA employee benefit plans , Employee's fourteen years of employment with Key shall be considered as fourteen
      years of employment with Commerce. For any period less than a full year during
      the Term , Employee
      shall receive an amount equal to the pro rated portion of the compensation
      payable pursuant to such plan or program.





4.2
      During the Term of his employment , Employee
      shall also be entitled (a) to participate in all employee benefits as in effect
      from time to time which are generally available to COBA's salaried officers
      including, without limitation, medical, dental and hospitalization coverage,
      life insurance coverage and disability coverage , and (b)
      to such other employee benefits as the Board, or a committee thereof, shall
      deem
      appropriate provided such benefits are consistent with those that Employee
      currently enjoys including without limitation use of an automobile and paid
      holidays and vacations.





4.3.
      During the Term of his employment, Commerce will provide Employee with a
      "country club membership" in the


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organization
      of his choice, and will reimburse Employee for all reasonable and necessary
      expenses associated with such membership, including all membership fees and
      dues.


During
      his employment under this Agreement, Commerce shall also reimburse Employee
      for
      all additional reasonable and necessary expenses Employee incurs in connection
      with such membership that are related to the business of Commerce or COBA
      conducted at this organization.





5. Termination
      by Commerce for Cause .





5.1
      Commerce shall have the right at any time to terminate Employee's employment
      hereunder, for cause, on thirty days' prior- written notice to Employee.


For
      purposes of this Agreement, the term “for cause ” shall be
      deemed to mean only the following:





(i)
      If at
      any time during the Term, Employee is indicted for, convicted of or enters
      a
      plea of guilty or nolo contendere to, a felony, a crime of falsehood or a crime
      involving fraud, moral turpitude or dishonesty or his license to sell insurance
      in the State of New Jersey is revoked, lost, suspended or similarly affected;
      or,





(ii)
      If
      at any time during the Term, Employee willfully violates any of the covenants
      or
      provisions of this Agreement including without limitation the willful failure
      of


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Employee
      to perform his duties hereunder or to perform the instructions of the Board
      after written notice of such instructions (other than any such failure resulting
      from Employee's incapacity due to illness or disability) or Employee engages
      in
      any conduct materially harmful to either COBA's or Commerce’s business, and in
      either case fails to cease such conduct or correct such conduct, as the case
      may
      be, within thirty days subsequent to receiving written notice from the Board
      advising Employee of same (which conduct shall be specifically set forth in
      such
      notice).





If
      Employee's employment shall terminate for cause, Commerce shall pay Employee
      his
      full base salary through the date of termination at the rate in effect at the
      time notice of termination is given and Commerce shall have no further
      obligations to Employee under this Agreement other than to pay Employee such
      other compensation as may be due Employee pursuant to Sections 3 and 4 hereof,
      including their subsections.





6.  Disability
      and Death .





6.1 If
      Employee becomes permanently disabled during the Term while employed hereunder,
      Commerce shall compensate Employee for the balance of the then Term at a rate
      equal to 70% of his base annual salary at the time he became permanently
      disabled.


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Commerce
      agrees that it will make the payments due under this Section 6.1 on the first
      day of each month, commencing with the first day of the month following the
      month in which Employee is deemed to be permanently disabled, in an amount
      equal
      to 1/12 of 70% of Employee's base annual salary at the time he is deemed to
      be
      permanently disabled. Such payments shall be reduced each month, however, by
      the
      amount of any disability payments made to Employee under any COBA or Commerce
      sponsored disability insurance plan. The amount of the reduction under the
      preceding sentence shall be computed as if Employee had elected to receive
      monthly payments of disability benefits (regardless of the actual payment
      frequency). If Employee becomes permanently disabled as provided in this Section
      6, he shall nonetheless continue, after becoming so disabled until the end
      of
      the then Term, to be entitled to receive at Commerce's expense such group
      hospitalization coverage, life insurance coverage and disability coverage as
      is
      generally made available from time to time to executive officers of COBA, if
      and
      to the extent permitted by the respective insurers of such coverage. Until
      such
      time as Employee is deemed to be permanently disabled, Employee shall continue
      to receive his full base salary and other compensation





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and
      employee benefits due him under Sections 3 and 4 hereof, including their
      subsections.




6.2
      For
      purposes of this Agreement, Employee shall be deemed to have become "permanently
      disabled” upon his failure to render services of the character contemplated by
      this Agreement, because of his physical or mental illness or other incapacity
      beyond his control, other than his death, for a continuous period of 6 months,
      or for shorter periods aggregating more than 9 months in any 18 consecutive
      months.




6.3
      If
      Employee dies during the Term while employed hereunder, then his employment
      and
      his rights to compensation hereunder shall automatically terminate at the close
      of the calendar week in which death occurs, and in addition to his full base
      salary to the date of termination and any compensation due him as provided
      in
      Sections 3 and 4 hereof, including their subsections, Commerce shall pay to
      such
      person as Employee shall designate in a notice filed with Commerce or, if no
      such person shall be designated, to his estate, as a lump sum death benefit,
      an
      amount equal to the product of (A) Employee's average annual base salary in
      effect during the twenty-four months immediately preceding his death and (B)
      two. The foregoing death benefit shall be in addition to any amount payable
      under any group life





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insurance
      program maintained by COBA or any of its subsidiaries.





Termination
      by  Commerce
      without Cause and Termination for Good Reason .





7.1.
      If
      Commerce shall terminate Employee's employment other than for cause or as
      provided in Section 1.2 hereof then:





(i) Commerce
      shall pay to Employee his full base salary through the date of termination
      and
      any compensation when due him as provided in Sections 3 and 4 hereof including
      their subsections; and





(ii)
      In
      lieu of any further salary payments to Employee for a period subsequent to
      the
      date of termination , Commerce
      shall pay as severance pay to Employee a lump sum severance payment (the
“Severance Payment ” )
      equal
      to the amount of Employee's base salary which is in effect on the date of
      termination and which would have been paid to Employee between the date of
      termination and the end of the then Term had Employee continued to be employed
      by Commerce to the end of the then Term.





7.2
      If
      Employee shall terminate his employment hereunder for “Good Reason" (as defined
      in Section 8.2 hereof) then:





(i)
      Commerce shall pay to Employee his full base salary through the date of
      termination and any compensation when


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due
      him
      as provided in Sections 3 and 4 hereof including their subsections; and





(ii) In
      lieu
      of any further salary payments to Employee for a period subsequent to the date
      of termination, Commerce shall pay as severance pay to Employee a lump sum
      severance payment (the “Severance Payment”) equal to four times Employee’s
      average annual base salary in effect during the twenty-four months immediately
      preceding such termination.





7.3
      Upon
      termination of Employee’s employment as set forth in either Section 7.1 or 7.2
      hereof, Commerce shall promptly determine the aggregate present value pursuant
      to Section 280G(d) (4) of the Internal Revenue Code of 1986, as amended (the
      “Code”) of all amounts payable to Employee under this Agreement, and of all
      other amounts payable to Employee upon or by reason of his termination which
      are
      determined in good faith by Commerce to be “parachute payments” (as defined in
      Section 280G(b) (2) of the Code and the regulations promulgated thereunder)
      made
      pursuant to agreements or plans which are subject to Section 280G. Commerce’s
      determination of present value and of other amounts constituting “parachute
      payments” is binding; provided that if Employee obtains an opinion of counsel
      satisfactory to Commerce or an Internal Revenue Service ruling to the effect
      that the


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method
      of
      determining present value was improper or that specified payments did not
      constitute “parachute payments” calculations will be made in accordance with
      such opinion or ruling. In the event the aggregate present value of all benefits
      under this Agreement and·other “parachute payments ” is equal
      to or in excess of 300% of Employee’s “base amount ” as
      defined in Section 280G(b) (3) (A) and the regulations thereunder, Employee
      waives the right to “parachute payments ” sufficient to reduce the present value of·all such payments to 299% of the “base
      amount ” Employee
      shall have the right to designate those benefits which shall be waived or
      reduced in order to comply with this provision but failing designation by
      Employee, Commerce may designate those benefits which may be waived or reduced.
      If it is established pursuant to a final determination of a court of competent
      jurisdiction or an Internal Revenue Service proceeding that, notwithstanding
      the
      good faith of Employee and Commerce in applying the terms of this Section 7,
      the
      aggregate “parachute payments ” paid to
      or for Employee's benefit are in an amount that would result in any portion
      of
      such “parachute payments ” not
      being deductible by Commerce or any affiliate by reason of Section 280G of
      the
      Code, then Employee shall have an obligation to pay Commerce upon demand an
      amount equal to the sum of (I) the







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excess
      of
      the aggregate "parachute payments" paid to or for Employee's benefit without
      any
      portion of such "parachute payments" not being deductible by reason of Section
      280G of the· Code and (ii) interest on the amount set forth in clause (I) above
      at the applicable federal rate (as defined in Section 1274(d) of the Code)
      from
      the date of Employee's receipt of such excess until the date of such payment.




7.4
      In
      addition to the other compensation set forth in either Section 7.1 or 7.2
      hereof, upon termination of Employee's employment as set forth in either Section
      7.1 or 7.2 hereof, Employee shall be entitled to the following benefits from
      Commerce:




(i)
      For a
      period of one year following the date of termination, reimbursement for all
      reasonable expenses incurred by Employee in connection with the search for
      new
      employment, including, without limitation, those of a placement agency or
      service; provided , however ,
      in no
      event shall Commerce be obligated to reimburse Employee hereunder in excess
      of
      1/3 of his base salary on the date of termination;




(ii)
      For
      a period of one year following the date of termination, reimbursement for all
      reasonable relocation expenses incurred by Employee in connection with securing
      new employment;







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provided,however,
      in no event shall Commerce be obligated to reimburse Employee hereunder in
      excess of 1/3 of his base salary on the date of termination; and





(iii) Following
      the date of termination, Employee shall be entitled to participate in all COBA
      or Commerce medical, dental, disability, hospitalization and life insurance
      benefits for a period of three years except that should subsequent employment
      be
      accepted during the three year period following the date of termination,
      continuation of any medical, dental, disability, hospitalization and life
      insurance benefits will be offset by coverages provided through Employee’s
      subsequent employer.





7.5 Except
      as
      provided in this Section 7, nothing herein contained shall affect or have any
      bearing on Employee’s entitlement to other benefits under any plan or program
      providing benefits by reason of termination of employment.





7.6  Employee
      shall have the right to terminate his employment hereunder for “Good Reason” (as
      defined in Section 8.2 hereof) if he shall first give Commerce not less than
      thirty days written notice of his intention to so terminate his employment
      specifying the reason(s) for such termination and the date of termination,
      and
      thereafter Commerce shall not have cured or


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remedied
      the reason(s) for such termination prior to the date of termination set forth
      in
      such notice.





7.7
      Anything in this Agreement to the contrary notwithstanding, Employee shall
      have
      the right to terminate his employment hereunder but not his obligations under
      Section 9 hereof which obligations shall be deemed in all circumstances to
      survive the termination of his employment hereunder, if he shall first give
      Commerce not less than thirty days written notice. If Employee exercises this
      right within the first five years of his employment, he shall with such notice
      remit to Commerce a dollar amount equivalent to the sum of $1,000,000 less
      the
      sum of $l,000,000 multiplied by a fraction where (a) the numerator represents
      the number of full months Employee has worked for Commerce during the first
      five
      years of his Employment and (b) the denominator is sixty. Notwithstanding
      anything in this Agreement to the contrary, Section 7.7 shall become null and
      void upon Employee's death or disability as set forth in Section 6 above.




7.8
      Anything in this Agreement to the contrary notwithstanding, Employee shall
      not
      be required to mitigate the amount of any payment provided for in this Agreement
      by seeking other employment.


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8. Change
      in Control and Good Reason .





8.1
      For
      purposes of this Agreement, a "change of control" of Commerce shall mean a
      change in control of Commerce or COBA of a nature that would be required to· be
      reported in response to Item 6(e) ** of
      Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act
      of
      1934, as amended (the "Exchange Act"), as enacted and enforced on the date
      hereof, whether or not Commerce or COBA is subject to such reporting
      requirement; provided that without limitation such a change in control shall
      have been deemed to conclusively occur when any of the following events shall
      have occurred without Employee's prior written consent:





(i)within
      any period of two consecutive years during the Term, a change in at least a
      majority of the members of the COBA or Commerce Board or the addition of five
      or
      more new members to the COBA or Commerce Board unless such change or addition
      occurs with the affirmative vote in writing of Employee in his capacity as
      a
      director or a shareholder; or





(ii)
      a
      Person or group acting in concert as described in Section 13(d) (2) of the
      Exchange Act holds or acquires beneficial ownership within the meaning of Rule
      13d-3 promulgated under the Exchange Act of a number of common shares of COBA
      or





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Commerce
      which constitutes either (a) more than fifty percent of the shares which voted
      in the election of directors of COBA or Commerce at the shareholders' meeting
      immediately preceding such determination or (b) more than thirty percent of
      COBA
      or Commerce's outstanding common shares. For purposes of this Section 8.1(ii)
      (b) hereof, unexercised warrants or options or unconverted nonvoting securities
      shall count, for this purpose, as constituting beneficial ownership of COBA
      or
      Commerce’s common shares into which the warrants or options are exercisable or
      the nonvoting convertible securities are convertible, notwithstanding anything
      to the contrary contained in Rule 13d-3 of the Exchange Act.





8.2
      For
      purposes of this Agreement, "Good Reason" shall mean (i) a change in control
      of
      Commerce (as defined in Section 8.1 hereof) and within three years thereafter,
      without Employee’s consent, the nature and scope of Employee's authority with
      Commerce or a surviving or acquiring Person are materially reduced to a level
      below that which he enjoys on the date hereof, the duties and responsibilities
      assigned to Employee are materially inconsistent with that which he has on
      the
      date hereof, the employee benefits which Commerce provides Employee on the
      date
      hereof or at any time hereafter are materially reduced,


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Employee's
      position or title with Commerce or the surviving or acquiring Person is reduced
      from his current position or title with Commerce, or any relocation or transfer
      of Commerce's principal executive offices to a location more than fifty miles
      from Employee’s principal residence on the date hereof without Employee's
      consent; (ii) Commerce materially breaches this Agreement or COBA materially
      breaches its guarantee of this Agreement; or (iii) the failure or refusal of
      any
      successor to Commerce to assume all duties and obligations of Commerce under
      this Agreement or the failure or refusal of any Successor to COBA to assume
      COBA’s guarantee of this Agreement.




9. Confidential
      Information and Non-Competition.




9.1
      Employee covenants and agrees that he will not, during the Term of his
      employment or at any time thereafter, except with the express prior written
      consent of the Board or as otherwise required by law provided Commerce is given
      prior written notice of such required disclosure, directly or indirectly
      disclose, communicate or divulge to any Person other than authorized Commerce
      or
      COBA personnel and/or agents, or use for the benefit of any Person other than
      authorized Commerce or COBA personnel and/or agents, any knowledge or
      information with respect to the conduct or details of Commerce's or COBA's
      business which he,


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acting
      reasonably, believes or should believe to be of a confidential nature and the
      disclosure of which to not be in Commerce’s interest.




9.2
      Employee covenants and agrees that he will not, during the Term of his
      employment hereunder, except with the express prior written consent of the
      Commerce Board, directly or indirectly, whether as employee, owner, partner,
      consultant,. agent, director, officer, shareholder or in any other capacity,
      engage in or assist any Person to engage in any act or action which he, acting
      reasonably, believes or should believe would be harmful or inimical to the
      interests of Commerce .or COBA.




9.3
      Employee covenants and agrees that he will not except with the express prior
      written consent of the Commerce Board, in any capacity (including, but not
      limited to/ owner, partner, shareholder, consultant, agent, employee, officer,
      director or otherwise), directly or indirectly, for his own account or for
      the
      benefit of any Person, establish, engage or participate in or otherwise be
      connected with any commercial insurance brokerage business which conducts
      business in any geographic area in which COBA and its subsidiaries is then
      conducting such business except that the foregoing shall not prohibit Employee
      from owning as a shareholder less than 5% of


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the
      outstanding voting stock of an issuer whose stock is publicly traded.





(B)
      The
      provisions of Section 9.3(A) shall be applicable commencing on the date of
      this
      Agreement and ending on one of the following periods, as applicable:





(i)
·If
      this Agreement is terminated by Commerce in accordance with the provisions
      of
      Section 1.2 of this Agreement, the effective date of termination of this
      Agreement;





(ii)
      If
      this Agreement is terminated by Employee in accordance with the provisions
      of
      Section 1.2 of this Agreement, one year following the effective date of
      termination of this Agreement;





(iii)
      If
      Commerce terminates this Agreement in accordance with the provisions of Section
      5.1 of this Agreement or the Employee voluntarily terminates his employment
      hereunder in accordance with the provisions of Section 7.7 of this Agreement,
      three years following the effective date of termination of this Agreement;
      or





(iv)
      If
      this Agreement is terminated in accordance with the provisions of either Section
      7.1 or 7.2 of this Agreement, one year following the effective date of
      termination of this Agreement.


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9.4
      The
      parties agree that any breach by Employee of any of the covenants or agreements
      contained in this Section 9 will result in irreparable injury to Commerce for
      which money damages could not adequately compensate Commerce and therefore/
      in
      the event of any such breach/ Commerce shall be entitled (in addition to any
      other rights and remedies which it may have at law or in equity) to have an
      injunction issued by any competent court enjoining and restraining Employee
      and/or any other Person involved therein from continuing such breach. The
      existence of any claim or cause of action which Employee may have against
      Commerce or any other Person (other than a claim for Commerce's breach of this
      Agreement for failure to make payments hereunder) shall not constitute a defense
      or bar to the enforcement of such covenants. In the event of any alleged breach
      by Employee of the covenants or agreements contained in this Section 9, Commerce
      shall continue any and all of the payments due Employee under this Agreement
      until such time as a Court shall enter a final and unappealable order finding
      such a breach; provided/ that the foregoing shall not preclude a Court from
      ordering Employee to repay such payments made to him for the period after the
      breach is determined to have occurred or from ordering that


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payments
      hereunder be permanently terminated in the event of a material and willful
      breach.





9.5
      If
      any portion of the covenants or agreements contained in this Section 9, or
      the
      application hereof, is construed to be invalid or unenforceable, the other
      portions of such covenant(s) or agreement(s) or the application thereof shall
      not be affected and shall be given full force and effect without regard to
      the
      invalid or unenforceable portions to the fullest extent possible. If any
      covenant or agreement in this Section 9 is held to be unenforceable because
      of
      the area covered, the duration thereof, or the scope thereof, then the court
      making such determination shall have the power to reduce the area and/or
      duration and/or limit the scope thereof, and the covenant or agreement shall
      then be enforceable in its reduced form.





9.6
      For
      purposes of this Section 9, the term "Commerce" or "COBA" shall include Commerce
      or COBA, any successor of Commerce or COBA under Section 10 hereof, and all
      present and future direct and indirect subsidiaries and affiliates of Commerce
      or COBA.





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10. Successors
      and Assigns .





This
      Agreement shall inure to the benefit of and be binding upon any corporate or
      other successor of Commerce which will acquire, directly or indirectly, by
      merger, consolidation, purchase, or otherwise, all or substantially all of
      the
      assets of Commerce , and
      shall otherwise inure to the benefit of and be binding upon the parties hereto
      and their respective heirs , executors,
      administrators , successors and assigns. Upon the death of Employee , any
      payments or benefits otherwise due Employee hereunder shall be paid to or be
      for
      the benefit of Employee's legal representatives. Nothing in the Agreement shall
      preclude Commerce from. consolidating or merging into or with or transferring
      all or substantially all of its assets to another Person. In
      that
      event such other Person shall assume this Agreement and all obligations of
      Commerce hereunder. Upon such a Consolidation , merger , or
      transfer of assets and assumption, the term “ Commerce”
      as used herein, shall mean such other Person and this Agreement shall continue
      in full force and effect.




11. Assignment .




Neither
      this Agreement nor any rights to receive payments hereunder shall be voluntarily
      or involuntarily assigned , transferred, alienated, encumbered or disposed of, in


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whole
      or
      in part, without Commerce's prior written consent and approval, and shall not
      be
      subject to anticipation, levy, execution, garnishment, attachment by, or
      interference or control of, any creditor.





12. Source
      of Payment and Timing .





12.1
      All
      payments provided under this Agreement shall be. paid in cash from the general
      funds of Commerce, no special or separate fund shall be required to be
      established and Employee shall have no right, title or interest whatsoever
      in or
      to any investment which Commerce may make to aid Commerce in meeting its
      obligations hereunder except to the extent that Commerce shall, in its sole
      and
      absolute discretion, choose to designate any of its rights it may have under
      one
      or more life insurance policies it may obtain to cover any of its obligations
      under this Agreement. Nothing contained in this Agreement, and no action taken
      pursuant to its provisions, shall create or be construed to create a trust
      of
      any kind or fiduciary relationship between Commerce and Employee or any other
      Person.





12.2
      All
      payments due Employee under Sections 5.1, 6.3, 7.1 or 7.2 hereof shall be made
      not later than the thirtieth day following the date of termination of
      employment.





13.  Interest .


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In
      the
      event any benefits due to Employee are not paid when due hereunder, Employee
      shall be entitled (in addition to his other rights and remedies) to interest
      on
      the past due amounts at a rate equal to two percentage points above the prime
      rate charged from time to time by Commerce, such interest to commence on the
      date a benefit was due hereunder.




14. Reimbursement
      of Enforcement Expenses .




If
      Commerce fails to payor provide Employee any of the amounts due him hereunder
      or
      fails to provide Employee with any of the other benefits due him under this
      Agreement, and provided Commerce does not cure any such failure within thirty
      days after having received written notice from Employee of such failure,
      Employee shall be entitled to full reimbursement from Commerce for all costs
      and
      expenses (including reasonable attorneys' fees and costs) incurred by Employee
      in enforcing his rights under this Agreement.




15. Notices .




All
      notices, requests, demands and other communications hereunder shall be in
      writing and shall be deemed to have been duly given if delivered by hand or
      mailed, certified or registered mail, return receipt requested, with postage
      prepaid,


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to
      the
      following addresses or to such other address as either party may designate
      by
      like notice:




A.
      If to
      Employee, to the address on file with the Company.




B.
      If to
      Commerce, to




Commerce
      Bancorp, Inc.


Commerce
      Atrium


1701
      Route 70 East


Cherry
      Hill, New Jersey 08034-5400




Attn:
      Chairman, Personnel Committee, Board of Directors.




and
      to
      such other or additional person or persons as either party shall have designated
      to the other party in writing by like notice.




16. General
      provisions .




16.1
      This
      Agreement constitutes the entire agreement between the parties with respect
      to
      the subject matter hereof, and supersedes and replaces all prior agreements
      between the parties. No amendment, waiver or termination of any of the
      provisions hereof shall be effective unless in writing and signed by the party
      against whom it is sought to be enforced. Any written amendment, waiver or
      termination hereof executed by Commerce and Employee (or his legal
      representatives) shall be binding upon







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them
      and
      upon all other Persons, without the necessity of securing the consent of any
      other Person including, but not limited to, Employee's wife, and no Person
      shall
      be deemed to be a third party beneficiary under this Agreement except to the
      extent provided under Section 12.1 hereof.




16.2
      COBA
      or any of its subsidiaries may make payments to Employee hereunder in lieu
      of
      payments to be made by Commerce, and to the extent such payments are so made,
      Commerce shall be released of its obligations to make such payments.




16.3
      The
      benefits provided under this Agreement shall be in addition to and shall not
      affect the proceeds payable to Employee 's beneficiaries under group life
      insurance policies which Commerce may be carrying on employee's life.




16.4
      "Person" as used in this Agreement means a natural person, joint venture,
      corporation, sole proprietorship, trust, estate, partnership, cooperative,
      association, non-profit organization or any other legal entity.




16.5
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original, but all of which taken together shall constitute one and
      the
      same Agreement.


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16.6
      Except as otherwise expressly set forth herein, no failure on the part of any
      party hereto to exercise and no delay in exercising any right, power or remedy
      hereunder shall operate as a waiver thereof; nor shall any single or partial
      exercise of any right, power or remedy hereunder preclude any other or further
      exercise thereof or the exercise of any other right, power or remedy.





16.7
      Commerce and Employee consent to the exclusive jurisdiction of the courts of
      the
      State of New Jersey and the United States District Court for the District of
      New
      Jersey in any and all actions arising hereunder and irrevocably consent to
      service of process as set forth in Section 15 hereof.





16.8
      The
      headings of the sections of this Agreement have been inserted for convenience
      of
      reference only and shall in no way restrict or modify any of the terms or
      provisions hereof.





16.9
      This
      Agreement shall be governed and construed and the legal relationships of the
      parties determined in accordance with the laws of the State of New Jersey
      applicable to contracts executed and to be performed solely in the State of
      New
      Jersey.


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COMMERCE
      NATIONAL INSURANCE SERVICES, INC.





By:/s/ Vernon W. Hill, II


Name:
      Vernon W. Hill, II


Title:
      Secretary








/s/
      George E. Norcross, III


George
      E.
      Norcross, III








GUARANTEE





Commerce
      Bancorp, Inc. does hereby guarantee the prompt payment and performance of all
      of
      the obligations of Commerce National 'Insurance Services, Inc. set forth in
      the
      foregoing Employment Agreement.









COMMERCE
      BANCORP, INC.








By:
      /s/ Vernon W. Hill, II


Name:
      Vernon W. Hill, II


Title:
      Secretary






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