Exhibit
10.2




EXECUTION
COPY


TRANSITION
AGREEMENT





This
TRANSITION AGREEMENT (“Agreement”) is
effective as of December 30, 2008 (“Effective Date”) by
and between TD Bank, N.A., a national banking association, and Commerce Bancorp
LLC (formerly known as Commerce Bancorp, Inc.) a Delaware limited liability
company (“Commerce
Bancorp,” and together with TD Bank, N.A., “TD”), on the one
hand, and Commerce Bank/Harrisburg, a Pennsylvania banking association (“Commerce Harrisburg”
as successor to Commerce Bank/Harrisburg, N.A., "Commerce N.A."), and
Pennsylvania Commerce Bancorp, Inc., a Pennsylvania corporation (“PA Bancorp,” and,
together with Commerce Harrisburg and Commerce N.A., “Harrisburg”), on the
other hand.  Each of Harrisburg and TD is referred to herein as “Party” and
collectively as “Parties.”




WHEREAS,
Commerce Bancorp, Commerce Bank/Harrisburg, N.A. (the predecessor to Commerce
Harrisburg) and PA Bancorp are parties to that Network Agreement dated January
1, 1997 (as amended in April 2002 and September 29, 2004, the “Network Agreement”)
and Commerce Bank N.A. (now known as TD Bank, N.A.) (“CBNA”), and Commerce
Bank/Harrisburg, N.A. are parties to that Master Services Agreement dated July
21, 2006 (together with its addenda, the “Master Services
Agreement”);




WHEREAS,
the Parties wish to terminate the Network Agreement and the Master Services
Agreement prior to the expiration of their current term (together, the “Prior Agreements”),
and have determined that it will be mutually beneficial to provide Harrisburg
with an orderly and reasonable transition of certain services and branding, and
both Parties have agreed to cooperate in good faith to achieve such
transition;




NOW,
THEREFORE, in consideration of the promises and mutual agreements set forth
herein, and other good and valuable consideration the receipt and adequacy of
which are hereby acknowledged, the Parties hereto agree as follows:




ARTICLE
I – PRIOR AGREEMENTS


Section
1.1.           Network
Agreement.




(a)           Commerce
Bancorp, Commerce Harrisburg and PA Bancorp hereby amend the Network Agreement,
pursuant to Section 13 thereof, to add a new Section 1.4 as
follows:  “The parties may terminate this Agreement at any time, for
any reason or no reason, by mutual agreement.”




(b)           Commerce
Bancorp, Commerce Harrisburg and PA Bancorp hereby amend the Network Agreement,
pursuant to Section 13 thereof, so that any obligations of any party thereunder
that were intended to survive its expiration or termination, either explicitly
or implicitly, will not survive such event.  Such non-survival will
not affect or modify the Parties’ obligations under this Agreement.




(c)           Effective
immediately after the effect of the amendments in Section 1.1(a) and (b) and
1.2(a), Commerce Bancorp, Commerce Harrisburg and PA Bancorp hereby terminate
the Network Agreement.







(d)           In
full and final satisfaction of any obligations of TD to provide marketing
assistance to Harrisburg under Section 4.1(d) of the Network Agreement, TD will
pay Harrisburg the non-refundable amount of $250,000 on the Effective
Date.




Section
1.2.            Master Services
Agreement.




(a)           TD
Bank, N.A. (as successor to CBNA) and Commerce Harrisburg hereby amend the
Master Services Agreement, pursuant to Section 12 thereof, so that any
obligations of any party thereunder that were intended to survive its expiration
or termination, either explicitly or implicitly, will not survive such
event.  Such non-survival will not affect or modify the Parties’
obligations under this Agreement.




(b)           Effective
immediately after the effect of the amendments in Sections 1.1 and 1.2(a), TD
Bank, N.A. (as successor to CBNA) and Commerce Harrisburg hereby terminate the
Master Services Agreement.




Section
1.3.            Releases.




(a)           Subject
to Harrisburg’s payment of any fee obligations accruing under the Prior
Agreements prior to the Effective Date (which fees are set forth on Exhibit A
hereto), TD hereby forever and irrevocably releases and discharges Harrisburg
and its Affiliates and their respective officers, directors, employees, agents
and representatives (such Affiliates and all such persons, “Related Parties”)
from all pending and potential claims, demands, actions, suits, liabilities,
losses, obligations, fees and costs of whatever nature, whether known or
unknown, pending or future, certain or contingent (“Liabilities”) arising
out of or relating to (i) the Prior Agreements (and the Lewis Road sublease
referenced in Section 3.3) and Harrisburg’s compliance therewith and performance
or non-performance thereunder; (ii) any rights and remedies reserved by TD in
the August 26, 2008 and October 9, 2008 letters from Simpson Thacher &
Bartlett LLP to J. Douglas Baldridge of Venable LLP; and (iii) Harrisburg's
marketing campaign and all customer communications made by or on behalf of
Harrisburg or its Affiliates prior to the Effective Date to announce
Harrisburg’s new brand and the Republic Merger (as defined in Section
4.1(b)).  The term “Affiliates” shall
mean any person or entity that directly or indirectly controls, is controlled
by, or is under common control with a Party, and for greater certainty, with
respect to TD, does not include TD AMERITRADE Holding Corporation.




(b)           Subject
to TD’s compliance with the payment obligations set forth in Sections 1.1(d) and
3.3, Harrisburg hereby forever and irrevocably releases and discharges TD and
its Related Parties from all Liabilities arising out of or relating to (i) the
Prior Agreements (and the Lewis Road sublease referenced in Section 3.3) and
TD’s compliance therewith and performance or non-performance thereunder; (ii)
the allegations in the August 21, 2008 and October 2, 2008 letters from J.
Douglas Baldridge of Venable LLP to Simpson Thacher & Bartlett LLP; and
(iii) TD’s marketing campaign and all customer communications made by or on
behalf of TD or its Affiliates prior to the Effective Date to announce TD’s new
brand in the United States.




(c)           The
releases in Sections 1.3(a) and (b) shall not affect either Party’s right to
bring a claim, action, suit, arbitration or other proceeding (“Action”) against the
other Party




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based
upon (i) a breach of this Agreement (including any breaches of Articles II, III
and  IV herein) or any other separate agreement between the Parties or
their respective Related Parties (other than the Prior Agreements and the Lewis
Road agreement); (ii) any act or omission of either Party not arising out
of or relating to the Prior Agreements (except to the extent specifically
released by Sections 1.3(a)(ii) or 1.3(a)(iii) and 1.3(b)(ii) or 1.3(b)(iii); or
(iii) or specifically limited by Section 1.3(d)).




(d)           The
releases in Sections 1.3(a) and (b) shall not affect either Party’s right to
bring an Action against the other Party or the other Party's Related Parties for
any direct damages, proceeds, settlements or awards paid by the first Party to a
third party (and any out-of-pocket attorney's fees paid by the first Party to
defend such third party Action) to the extent arising from or relating to a
third-party Action brought against the first Party or one of its Related Parties
for any misuse, mishandling or unauthorized access to or disclosure of such
third party’s confidential information by the other Party or the other Parties'
Affiliates at any time prior to the Effective Date, including with respect to
third-party claims for breach of privacy laws and regulations against a Party or
its Related Parties caused by the other Party or the other Party's Related
Parties.  Each Party represents to the other Party that such Party
does not know or have reason to know of any basis for any such third-party
Action as of the Effective Date.




ARTICLE
II – SERVICES


Section
2.1.           Services.




(a)           From
and after the Effective Date, TD will provide (or cause to be provided) to
Harrisburg the services listed on Schedule A(the
"Services")
until the following cessation dates: (i) for the accommodation banking services
("Accommodation
Banking Services"), until 11:59 pm on December 31, 2008 (or as soon as
practicable thereafter, to the extent a delay in cessation is caused by any
third-party action beyond TD’s reasonable control); (ii) all services described
on Schedule A-1 ("Core
Services"), until 11:59 pm on July 15, 2009, or at Harrisburg's option,
provided that
Harrisburg gives TD at least five (5) days advance notice for such extension,
until 11:59 pm on August 15, 2009 and (iii) for the services described on
Schedule A-2 ("Tail
Services"), until 11:59 pm on August 15, 2009.  Pursuant to
Section 2.1(e), Harrisburg may terminate individual services or all services in
(ii) and (iii) above at a date earlier than as set forth above.




(b)           TD
shall provide, or cause the Services to be provided (i) by competent
professionals in the same scope and manner and with quality and service
standards consistent with past practice for the provision of such services to
Harrisburg prior to the Effective Date; and (ii) in compliance with all
applicable laws, rules and regulations.  TD shall not allow any
Services to be changed during the Services Term (as defined in Section 8.1),
other than non-material changes that do not adversely affect their timeliness,
features or functionality.  TD shall not suspend or allow any Services
to be suspended or discontinued during their respective terms, except in
accordance with Section 3.2.  Further, TD shall be responsible for
correcting, at its expense, errors caused by TD, its Affiliates or contractors
in the performance of the Services or the retrieval or provision of any data or
images to Harrisburg.




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(c)           TD
may retain third parties to assist in providing the Services, provided that (i) TD is
liable hereunder for their compliance with this Agreement; (ii) upon request,
such third parties will sign reasonable agreements to protect any Confidential
Information (as defined in Article IX) of Harrisburg; and (iii) if Harrisburg
wishes to continue any of the Services provided by such third parties after the
Services Term, Harrisburg shall contract directly with such third parties and be
solely and directly responsible for all applicable fees.




(d)           The
Parties agree that TD is initially obligated to provide only those specific
services included in the Services, even if other services were provided to
Harrisburg under the Network Agreement or Master Services
Agreement.  If at any time after the Effective Date, either Party
discovers that TD or any of its Affiliates has historically provided any other
service to Harrisburg that is not initially listed on Schedule A (each, a
“Historical
Service”), TD will provide or cause such Historical Service to be
provided to Harrisburg in a manner that is consistent or substantially
consistent with past practice, for the Services Term and for the fees
historically charged to Harrisburg, and such Historical Service shall be
included in the definition of “Services” for all purposes
hereunder.  If at any time after the Effective Date, the Parties
agree, in the sole discretion of each Party, for TD to provide to Harrisburg (i)
new services that are not included in the Services or the Historical Services or
(ii) any material modifications or supplements to the Services or Historical
Services as currently provided as of the Effective Date (each of (i) and (ii),
an “Additional
Service”), the Parties shall execute additional addenda to be included in
Schedule A and
such Additional Services shall be included in the definition of “Services” for
all purposes hereunder.




(e)           Harrisburg
may terminate the provision of any Service hereunder for convenience, effective
30 days after written notice thereof to TD.  Upon the effective date
of such termination, TD shall have no further obligation to provide any such
Service, and fees for the terminated Service will no longer accrue but all other
terms and conditions in this Agreement shall remain in full force and
effect.




(f)           If
the Republic Merger (as defined in Section 4.1(b)) changes Harrisburg's
requirements under any pre-existing Services, the Parties will cooperate in good
faith to accommodate changes that are nominal in nature and that do not increase
the cost to TD of providing such Services in a material way, such as for
example, the addition of logos or new names provided by Harrisburg that comply
with Article IV to materials traditionally processed by TD for Harrisburg; the
inclusion of Harrisburg merger mailer announcements that comply with Article IV
and Section 6.2 in customer communications and statements traditionally
processed by TD; and minor alterations in the manner information is reported or
organized, to be able to identify data relating to
Harrisburg.  Harrisburg will pay all incremental out-of-pocket fees of
TD and a mutually agreed amount for TD’s incremental internal costs as a result
of the above changes.  For clarity, Harrisburg acknowledges and agrees
that TD is not required to accommodate any request for Services by Harrisburg to
integrate with Harrisburg the back-end or infrastructure of Republic First
Bancorp, Inc. as a result of the Republic Merger,or to assist
with or provide marketing communications to be made by or on behalf of the
Republic First Bancorp, Inc. business after the Republic Merger.  The
Services, as required to be provided in this Agreement, shall continue to be
provided after the Republic Merger solelywith respect to Harrisburg’s
legacy branches and business operations and the continuation of such business




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operations
(including new branches of the Harrisburg business) after the relevant
transaction is effectuated.




(g)           Both
Parties acknowledge and agree that (subject to Section 2.6) no Services will be
provided to Harrisburg after August 15,
2009.




Section
2.2.           Project
Team.  TD hereby designates Robert W. Pompey and his designees,
and Harrisburg hereby designates Mark A. Ritter and his designees, to act as
lead coordinators and contact persons for the Services and related transition
matters (the “Project
Team Managers”), which may be amended by either Party upon
notice.  The Parties acknowledge that they have, as of the Effective
Date, agreed upon a transition project plan (the “Transition Plan”)
that identifies the tasks and efforts that are necessary for an orderly
transition of the Services to Harrisburg and agree to make all commercially
reasonable best efforts to perform in a timely and reasonable manner their
respective requests for information, tasks, duties and obligations thereunder,
and to direct all communications regarding the Transition Plan to the Project
Team Managers.  Each Party shall keep its Project Team Manager
apprised of all material issues regarding the Transition Plan throughout the
Services Term.  If a Party becomes aware of any problems regarding the
Transition Plan or any circumstances that may cause or have caused a delay in
Harrisburg’s transition process, it shall promptly inform its Project Team
Manager and that Project Team Manager shall promptly inform the Project Team
Manager of the other Party and such persons shall, as may be appropriate, confer
in good faith on the appropriate response, amend the Transition Plan
accordingly, and design a responsive plan of action in order to ensure that all
the Services can be transitioned in an orderly manner by the end of the Services
Term.




Section
2.3.            Cooperation.




(a)           Each
Party shall provide the other Party and the other Party's vendors and
contractors with all resources, notices and cooperation as may be reasonably
necessary or desirable for (i) performance of the Services, (ii) effectuation of
the Transition Plan in a timely manner  (including without limitation
any related testing, data and image retrieval and conversion, and systems
transition); (ii) resolution of any problems with respect to the Services or the
Transition Plan; and (iii) timely, orderly and cost-effective transition of
Harrisburg from use of the Services.  Both Parties agree that time is
of the essence in the performance of their respective obligations required in
order for the transition of Harrisburg to be accomplished in an effective and
orderly manner by the dates set forth in Section 2.1 above.




(b)           Each
Party shall provide the other Party and the other Party's vendors and
contractors with reasonable access to its relevant personnel, premises,
equipment and information, provided that such access (i)
will be pursuant to a reasonably necessary request by the other Party, and (ii)
complies with reasonable provisions of confidentiality.  Without
limiting the generality of the foregoing, TD agrees that it will take all
necessary actions during the Services Term to effectuate the retrieval,
conversion and migration of Harrisburg’s data and images to Harrisburg’s systems
in a timely manner within the dates set forth in Section 2.1
above.  The Parties agree to cooperate further in good faith to effect
Harrisburg’s transition of Services as contemplated under this
Agreement.




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(c)           During and for a
reasonable time after the Services Term, TD agrees to be reasonably responsive
toHarrisburg's and its successors’ reasonable requests for data,
materials and information relating to Services that were provided pursuant to
this Agreement or the Prior Agreements and/or data and information that was
collected or stored as a result thereof.  Harrisburg agrees to pay
TD’s reasonable expenses to comply with such requests after the Services
Term.





(d)           The
Parties agree to cooperate in good faith in the event either Party is required
to respond to any governmental request for information relating to the Services
that were provided pursuant to this Agreement or the Prior Agreements and/or
data and information that was collected or stored as a result thereof, or any
audit with respect thereto.





Section
2.4.            Transition
Milestones.  The Parties agree to use commercially reasonable
best efforts to complete the milestone events set forth in Schedule
B.  For clarity, any failure by Harrisburg or TD to meet the
milestone events set forth in Schedule B will not
affect Harrisburg’s right to receive the incentive fees set forth in Section
3.4.  Whenever a milestone date is materially missed, the Parties
agree to confer promptly to develop a plan of action to keep the transition on
course to meet the dates set forth in Section 2.1(a).  Nothing herein
is intended to take away from the Project Team Managers the flexibility to
mutually agree to changes in the Transition Plan, provided that neither Project
Team Manager shall have the authority to request or consent to an extension of
any dates set forth in Section 2.1(a).




Section
2.5.            Personnel.  Each
of TD and Harrisburg agrees that TD is an independent contractor of Harrisburg,
and this Agreement does not create a partnership, agency, fiduciary or joint
venture relationship between the Parties or an employment relationship between a
Party and the other Party’s employees or contractors.  Neither Party
is authorized to enter into agreements or create obligations on behalf of the
other Party.  Each Party shall be solely responsible for, with respect
to its own employees and contractors: (i) filing on a timely basis, tax returns,
payments and all other documents with respect thereto; (ii) paying all
compensation, workers’ compensation, disability benefits, taxes and unemployment
insurance; (iii) making all withholdings and deductions; and (iv) maintaining
their eligibility or entitlement (or lack thereof) to any benefit under any
employee benefit plan (including, without limitation, those that are subject to
the Employee Retirement Income Security Act of 1974, as amended), incentive,
compensation or other employee program or policy.




Section
2.6.           Harrisburg Data and
Images.   TD agrees to retrieve and deliver to Harrisburg
in a timely manner the data and images of Harrisburg required for the
effectuation of the Transition Plan and milestone events set forth on Schedule
B.  All such data and images shall be and remain at all times
the property of Harrisburg, whether in the possession or control of TD, its
Related Parties or its contractors.  TD shall pay its own internal and
out-of-pocket costs with respect to the foregoing, including costs for CGI or
any other contractors and suppliers it engages in connection therewith and for
all equipment and software purchased by or on behalf of TD prior to the
Effective Date.  Any costs with respect to hardware, software,
equipment or third party rights to be incurred pursuant to this Section 2.6
after the Effective Date shall be governed by Section 3.4
hereunder.  Notwithstanding Section 2.1(a)(iii), the Parties
acknowledge and agree that the Transition Plan cannot be completed until and
unless at least seven (7) years of Harrisburg data and images are accurately
retrieved and delivered to Harrisburg.  TD agrees that




6




if TD has
not provided to Harrisburg all data and images necessary for the full transition
of Harrisburg's banking operations by August 15, 2009, TD will at its expense
continue to store and provide access to such data and images for Harrisburg
until such provision of data and images is complete and TD has delivered to
Harrisburg, in a medium, to be mutually agreed to by the parties, all such data
and images.  TD agrees that at no time will Harrisburg be denied both
(x) possession of its data and images and (y) TD’s services with respect to
storing and allowing access to same.




ARTICLE
III – FEES


Section
3.1.           Fees for
Services.  Harrisburg shall pay TD the fees specified in Schedule A for the
Services, subject to any terms and conditions therein.  Other than the
fees specified on Schedule A and the
reimbursement of certain pass-through expenses as set forth in Section 3.4, no
other compensation is due to TD for the Services provided
hereunder.  For any such fees that are charged on a per-unit basis per
Schedule A, TD
shall not increase the per-unit rates during the Term, except to pass through
(i) its own higher out-of-pocket costs solely to the extent arising under
existing third-party agreements under which TD procures the item (e.g., the
costs of credit reports furnished by third parties), (ii) increases of external
costs beyond TD’s control (e.g., increases in postage or shipping costs), in a
manner consistent with historical practice, or (iii) higher costs pursuant to
Section 2.1(f).  For clarity, Harrisburg acknowledges that (a) if
Harrisburg increases the volume of Services provided by TD on a per-unit basis,
its overall cost for such Services will increase, and (b) no fees paid by
Harrisburg for the Services shall be construed as a payment for the use of any
intellectual property of TD during the Term, whether pursuant to Section 4.1(a)
or otherwise.  Absent any conflicting language in Schedule A, which
shall control in such circumstances, or a new written agreement signed by the
Parties, TD shall send invoices to Harrisburg, and Harrisburg shall pay such
invoices, in accordance with historical practices.  Any undisputed
amounts payable shall bear interest from the fifth day after their due date, at
a rate of 1% over the prime interest rate published by The Wall Street Journal on
such date.




Section
3.2.           Suspension of
Services.  If Harrisburg fails to pay any undisputed amounts
due for the Services, and fails to cure within 30 days after written notice from
TD, TD shall have the right, upon notice to Harrisburg, to suspend providing the
applicable Services until such payment, together with any interest thereon as
provided in Section 3.1, is received.  TD shall send notice of
suspension at least five days prior to the suspension date.  The
Services Term shall not be modified or extended in any manner as a result of any
such period of suspension.




Section
3.3.           Furniture and
Lease  Payments.  On the Effective Date, TD will pay
Harrisburg the non-refundable amounts of (i) $107,527.79 for call center
furniture previously provided to TD and invoiced by Harrisburg, and (ii)
$42,472.21 for rent on the Lewis Road office space sublease.  Upon
receipt of the foregoing payments, the furniture shall be fully paid for and the
Lewis Road sublease will automatically terminate.




Section
3.4.           Other Fees and
Expenses.  Absent any specific provisions to the contrary in
this Agreement, each Party agrees to pay all internal and out-of-pocket fees,
costs and expenses (including personnel salaries and increases, contractor and
vendor fees) it and its Affiliates incur in connection with the Transition Plan
and Harrisburg’s transition from the Prior




7




Agreements
and all activities performed in connection therewith.  If either Party
incurs an expense in connection with the purchase or acquisition of hardware,
software, equipment or third-party rights that will remain with and be owned,
leased or licensed by the other Party after the Services Term, the Party that
will retain such hardware, software, equipment or third-party rights will be
responsible for the expense associated with its purchase or acquisition and
shall have the right to agree in advance to the price and terms upon which it
will be purchased or acquired.  If from and after the Effective Date,
the Parties agree that hardware, software, equipment or third-party rights must
be purchased or acquired during the Services Term that will not be retained by
either Party thereafter, the Parties must agree beforehand as to the price and
purchase terms.  When such items are no longer needed, the Parties
will make a reasonable effort to sell such items and shall split evenly any
proceeds obtained from the sale thereof.




Section
3.5.           Incentive
Fee.  TD will pay to Harrisburg a non-refundable fee for
reimbursement of transition costs (“Incentive Fee”) as
follows:  (i) US $6,000,000 if (a) all Services other than Tail
Services terminate by July 15, 2009 (except any continuation of accommodation
banking caused by TD) and (b) subject to
Section 2.6, all Tail Services terminate by or on August 15, 2009; or (ii) US
$3,250,000 if (a) all Services other than Tail Services terminate on or after
July 16, 2009 but before or on August 15, 2009 and (b) subject to
Section 2.6, all Tail Services terminate by or on August 15,
2009.  Harrisburg will not be penalized, and will not lose its right
to receive the above Incentive Fee, if it misses any of the above deadlines due
to delay caused by TD or its Affiliates or their respective
contractors.  If Harrisburg qualifies for the Incentive Fee, it will
be paid by TD on August 17, 2009 by check or wire
transfer.  Harrisburg agrees that TD is obligated to pay an Incentive
Fee only if Harrisburg meets either of the above sets of deadlines, and
Harrisburg agrees that it will not be entitled to any pro rata payment for any
partial satisfaction thereof.  If the Services are terminated by the
dates noted above, the Incentive Fee shall be paid to Harrisburg and TD shall
not withhold such payment on account of alleged breaches of other provisions of
this Agreement or based on any other dispute or action between the Parties or
their Affiliates.




ARTICLE
IV  – TRADEMARKS AND TRADE DRESS


Section
4.1.           License.




(a)           From
the Effective Date until the earlier of (i) September 30, 2009 or (ii) the
date that Harrisburg notifies TD in writing that Harrisburg no longer needs the
license herein (the “License Term”), TD
hereby grants Harrisburg a non-exclusive, royalty-free license to use the
trademarks, service marks, logos and domain names of TD and its Affiliates set
forth on Schedule
C and the name “Commerce Bank/Harrisburg” (the “Prior Marks”) in the
form and manner consistent with past practice.  For clarity,
Harrisburg may use the Prior Marks only on corporate offices, centers (including
the Lewis Road facility), and bank branches that are physically located in the
Pennsylvania counties comprising the territory on Schedule D (the
“Territory”),
but may use the Prior Marks, subject to the last sentence of Section 4.1(b)(iv),
in websites, customer and corporate communications, advertising and promotional
materials published, accessible or distributed anywhere to promote Harrisburg’s
banking operations located in the Territory.




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(b)           (i)  During
the License Term, Harrisburg may use the Prior Marks only in their exact form
depicted on Schedule
C, or, with respect to “Commerce Bank/Harrisburg” in the form and manner
consistent with past practice and, except as provided in subsections (ii) and
(iii) below, may not combine any Prior Marks with other
trademarks.  Subject to the foregoing sentence and the other
provisions of this Article IV, Harrisburg may, during the License Term, adopt
new branding that incorporates the Prior Marks in the regular course of its
business to designate new financial products and services and conduct customer
promotions for the Harrisburg operations.




(ii)           During
the License Term, subject to the proviso in Section 4.1(b)(iii), Harrisburg may
use the names “Commerce Bank,” “Commerce Bank/Harrisburg” and Pennsylvania
Commerce Bancorp, Inc. as a trademark (including in the Frutiger or Univers
Black Oblique typefaces and/or in the color red), and/or use the red “C” logo,
in each case, in the same communication as Harrisburg’s proposed new Primary
Brand (as defined in Section 4.2(a)) and/or the names and logos of Republic
First Bancorp, Inc. and its banking subsidiary, solely (a) in direct mailings
and other direct communications (including, by way of example, in on-premises
bank branch announcements and materials) to its existing customers and/or on the
website www.commercepc.com (or any other websites operated or controlled by
Harrisburg), to announce or promote that the merger between PA Bancorp and
Republic First Bancorp, Inc. (the “Republic Merger”) is
planned or has occurred and/or that there will be a transition of the “Commerce
Bank” brand to the new Primary Brand; (b) as otherwise required for regulatory
and governmental purposes; or (c) as permitted as a “fair use” under applicable
law.  By way of example, Harrisburg may use “[new Primary Brand] Bank,
formerly Commerce Bank” and "Commerce Bank will become [new Primary Brand] Bank"
but may not use “[new Primary Brand] Commerce Bank.”




(iii)           
Without limiting Section 4.1(b)(ii), Harrisburg may also use (a) the names
“Commerce Bank,” “Commerce Bank/Harrisburg” and Pennsylvania Commerce Bancorp,
Inc. as a trademark (including in the Frutiger or Univers Black Oblique
typefaces and/or in the color red) and/or (b) use the red “C” logo, in each
case, in the same communication as Harrisburg’s proposed new Primary Brand (as
defined in Section 4.2(a)) and/or the names and logos of Republic First Bancorp,
Inc. and its banking subsidiary, in the Territory from the Effective Date until
September 30, 2009, to announce or promote that the Republic Merger is planned
or has occurred and/or that there will be a transition of the “Commerce Bank”
brand to the new Primary Brand, and solely:  (i) for signage,
collateral, and other physical or tangible materials owned, controlled or leased
by Harrisburg or the surviving entity of the Republic Merger (the “Republic Survivor”)
that are physically located within the Territory; (ii) for advertising placement
in newspapers, magazines or other print media that are exclusively or primarily
distributed and targeted or directed towards residents in the Territory
(including the most Territory-specific edition available of print media with
wider general circulation), subject to a reasonable disclaimer making clear that
Harrisburg is not an affiliate of TD such as, by way of example, “Commerce Bank
is not an affiliate of TD Bank”; (iii) for advertising placement in radio and
television stations that are exclusively or primarily targeted or directed
towards residents in the Territory, subject to a reasonable disclaimer making
clear that Harrisburg is not an affiliate of TD such as, by way of example,
“Commerce Bank is not an affiliate of TD Bank”; and (iv) on the website
www.commercepc.com (or any other websites operated or controlled by Harrisburg);
provided that, in each
case of such uses in subsections 4.1(b)(ii) and (iii),




9




Harrisburg
will not (x) suggest, in violation of applicable law, that TD or its Affiliates
is affiliated with or endorses Harrisburg, Republic First Bancorp, Inc. or the
Republic Survivor, (y) display the “Commerce Bank” and/or “Commerce
Bank/Harrisburg” trademark and/or the red “C” logo in an unfavorable visual
manner (e.g., distorting or breaking the “C” logo), and/or (z) depict the
likeness of any past or current "director" or "senior executive officer" (each
as defined in 12 C.F.R. 5.51(c)(1) and (3), respectively) of TD or its
predecessors or of its Affiliates.  For clarity, Harrisburg will not
breach this Section 4.1(b)(iii) or the last sentence of Section 4.1(b)(iv) if
persons outside the Territory access, possess, view or hear any materials or
media that comply with the above criteria in (i)-(iv) so long as Harrisburg
otherwise complies with this Section 4.1(b)(iii).




(iv)           Without
limiting Section 4.1(a), 4.1(b)(ii) or (iii) or Section 4.2(d) below, Harrisburg
may at any time during or after the License Term also use the names “Commerce
Bank/Harrisburg” and/or “Pennsylvania Commerce Bancorp, Inc.,” alone or with
other names or logos, in a type font or other manner that does not give it
substantial prominence or distinction, not in the color red, not using the
standalone “C” logo, and not in the Frutiger or Univers Black Oblique type font
on any materials or in any media inside or outside the Territory (including in
connection with Harrisburg’s transition to a new Primary Brand, the Republic
Merger, communications to customers of Republic First Bancorp, Inc., employment
descriptions in individual biographies, and for legal and regulatory purposes)
and such use shall be considered “fair use” provided that such use does
not otherwise suggest, in violation of applicable law, that TD or its Affiliates
is affiliated with or endorses Harrisburg, Republic First Bancorp, Inc. or the
Republic Survivor.  Without limiting Section 4.1(a) with respect to
Prior Marks other than the exact trademarks “C,” “Commerce,” or “Commerce Bank,”
Harrisburg agrees that, during the License Term, it will not use the name
“Commerce Bank” or “Commerce” or a standalone “C” logo on any materials for wide
or general public distribution outside the Territory (excluding Harrisburg
websites and communications to existing customers outside the Territory who bank
at Harrisburg branches within the Territory) or in any print, radio or
television media exclusively or primarily targeted or directed towards residents
outside the Territory, except for use of the name “Commerce Bank/Harrisburg”
and/or “Pennsylvania Commerce Bancorp, Inc.” and except as otherwise required
for legal or regulatory purposes or employment and similar descriptions in
individual biographies.




(c)           Harrisburg
will use such Prior Marks solely in a manner and solely in connection with
products and services that maintain quality levels consistent with those
employed by Harrisburg prior to the Effective Date.  Subject to the
foregoing obligation and the other provisions of this Article IV, Harrisburg may
create or acquire from others new materials, merchandise and promotional
programs and banking products that bear the Prior Marks and the other names
referenced in Section 4.1(b)(ii) solely as permitted by Section 4.1(b)
above.  Any goodwill of the Prior Marks generated by Harrisburg’s use
thereof shall inure to TD as owner.  Harrisburg shall not, during or
after the License Term, directly or indirectly, contest the validity or
ownership of any registered trademarks or pending applications on Schedule
C.




(d)           At
the end of the License Term, Harrisburg has no obligation to destroy or return
to TD (or to cause third parties to destroy or return to TD or to Harrisburg )
or to refuse to honor any documents, materials or items bearing the Prior Marks
that are no longer in its or its Affiliates’ possession or control (including
checks, check covers, debit cards, credit cards,




10




deposit
slips and withdrawal slips in the possession of
customers).  Harrisburg has no obligation to request the deletion of
the Prior Marks after the Term from any Yellow Pages or other directory
listings, trade directories, third-party web sites, governmental records (except
as provided in Section 4.4), or other third-party publications and materials not
controlled by Harrisburg or its Affiliates, provided that Harrisburg will
not renew or take other actions to prolong the use or display of the Prior Marks
by such sources after the License Term and will reasonably cooperate with TD in
all attempts to cancel or end such use or display.




(e)           Notwithstanding
anything to the contrary in Section 4.6 below, if a Party becomes aware of any
accidental, unintentional, nominal, or residual use of a Prior Mark or a mark on
Schedule E by
Harrisburg after the License Term that is inconsistent with the provisions of
this Article IV, it shall promptly notify the other Party.  Such use
shall not breach this Agreement, if Harrisburg immediately takes corrective
action to cease or remove such use, subject to Section 4.1(d).





(f)           Harrisburg
acknowledges and agrees that TD has no obligation, either express or implied, to
(I) extend this trademark license after September 30, 2009; or (II) take any
action after such date to assist harrisburg in transitioning to new trademarks
or in mitigating its costs or expenses in connection
therewith.  Harrisburg waives all of its rights (under this Agreement
or otherwise) to request or claim any of the foregoing.





Section
4.2.           Harrisburg’s New
Trademarks.




(a)           Primary
Trademark.  Harrisburg agrees that, by September 30, 2009,
Harrisburg will adopt a new primary trademark, service mark, and logo to replace
the “Commerce Bank” trademark and the “C” logo (“Primary Brand”) that
does not (i) begin with “Com,” (ii) contain the word “commerce” or any composite
or foreign equivalent thereof (e.g., Commerz or CommerceOne); (iii) use a
standalone “C” in a logo in any color or font; (iv) contain any of the word-only
trademarks or service marks listed on Schedule C, or any of
the terms on Schedule
E (or their foreign equivalents), in each case, in any font or color; (v)
contain any of the exact logos on Schedule C, and/or
(vi) use the Frutiger or Univers Black Oblique fonts.  Harrisburg may
change its Primary Brand at any time before or after September 30, 2009, and
agrees that all of the above criteria will apply to any new Primary Brand,
except the requirement in subsection 4.2(a)(i) shall expire on September 30,
2012.




(b)           Other
Trademarks.  Harrisburg agrees that, after the License Term,
Harrisburg will not adopt or use for banking, financial or insurance services
any other trademark, service mark, logo or domain name (subject to Section 4.4)
that (i) contains the word “commerce” or any composite or foreign equivalent
thereof (e.g., Commerz or CommerceOne); (ii) uses a standalone “C” in a logo in
any color or font; or (iii) contains any of the word-only trademarks or service
marks listed on Schedule C, or any of
the terms on Schedule
E (or their foreign equivalents), in each case, in any font or color,
(iv) contain any of the exact logos on Schedule C, provided that Harrisburg may
adopt and use or announce the term “Red [day of week]” after September 30,
2010.  Harrisburg agrees that until September 30, 2012, Harrisburg
will not adopt or use in the banking, financial or insurance services any
trademark, service mark, logo or domain name in the Frutiger or Univers Black
Oblique fonts, provided
that if a Party




11




becomes
aware of any accidental, unintentional, nominal or residual use of either font
before such date, it shall promptly notify the other Party, and such use shall
not breach this Agreement if Harrisburg immediately takes such action to cease
or remove such use.




(c)           Other Generic
Terms.  Notwithstanding any other provisions of this Article
IV, at any time during and after the License Term,  TD agrees that
Harrisburg or its successors may use (i) the words on Schedule E in their
fair, generic or descriptive sense, and (ii) any word or element contained in a
trademark on Schedule
C that is not listed on Schedule E in a fair,
generic or descriptive sense, or as part of trademarks, service marks, slogans
and other branding, whether standing alone or contained in another trademark,
provided that Sections
4.2(a) or (b) are not violated.





(d)           Fair
Use.  Notwithstanding any other provision of this Article IV,
TD agrees that, during and after the License Term, Harrisburg has the right to
make “fair use” of TD’s trademarks and service marks under U.S. law, provided that such right
shall not be construed or asserted to limit any of Harrisburg’s obligations
under Sections 4.1(b)(iv) (last sentence), 4.2(a) or 4.2(b).  Except
for the provision on agreed “fair use” in Section 4.1(b)(iv) with respect to
“Commerce Bank/Harrisburg,” and without limiting Harrisburg’s obligations under
Sections 4.2(a) or (b), each Party reserves its rights as to whether any other
use by Harrisburg of the “Commerce” or “Commerce Bank” name (other than as
“Commerce Bank/Harrisburg”) after the License Term constitutes a “fair use”
under U.S. law, and Harrisburg agrees that the release in Section 4.6 shall not
apply to any such use.





Section
4.3.           Coin Counters and ATM
Machines.




(a)           Harrisburg
agrees that, after September 30, 2009, it will not adopt or use any trade dress
or look and feel for any “Penny Arcade” coin counters displayed at Harrisburg
bank branches that uses or displays (i) the name “Penny” and/or “Arcade”;
(ii) a character named “Penny” or a juvenile female character that is
substantially similar under U.S. copyright law or confusingly similar under U.S.
trademark law to TD’s current “Penny” character; (iii) the audio and/or visual
material displayed on TD’s “Penny Arcade” coin counter screens as of the
Effective Date; and/or (iv) any of
the Prior Marks or the trademarks listed on Schedule
E.  TD agrees that if Harrisburg complies with the criteria in
subsections (i)-(iv), TD, for itself and its Affiliates, hereby forever and
irrevocably releases and discharges Harrisburg from all Liabilities arising out
of or relating to any claim by TD or its Affiliates that Harrisburg’s or its
Affiliates’ (including successors thereto) continued display or use of the coin
counters located in Harrisburg’s bank branches from and after the License Term
tarnishes, disparages, infringes, dilutes, or misappropriates TD’s or its
Affiliates’ trademark, trade dress, copyright, design rights, patent, or other
intellectual property rights, or is otherwise actionable by TD or its Affiliates
under deceptive trade practices or other commercial laws.  For the
avoidance of doubt, the foregoing releases shall not imply that such continued
use of the coin counters after the License Term may not be subject to claims by
third parties unrelated to TD or TD's Affiliates based on rights of such third
parties not acquired or derived from TD or TD's Affiliates.




(b)           Harrisburg
further agrees that, after September 30, 2009, it will not adopt or use any new
trade dress or look and feel for any Harrisburg ATM banking machine that uses or
displays any of the Prior Marks or the trademarks listed on Schedule
E.  TD agrees that if




12




Harrisburg
complies with the prior sentence, TD, for itself and its Affiliates, hereby
forever and irrevocably releases and discharges Harrisburg and its Affiliates
(including successors thereto)  from all Liabilities arising out of or
relating to any claim by TD or its Affiliates that Harrisburg’s or its
Affiliates’ continued display or use of the ATM banking machines located in
Harrisburg’s bank branches or other locations within the Territory from and
after the License Term tarnishes, disparages, infringes, dilutes or
misappropriates TD’s or its Affiliates’ trademark,  trade dress,
copyright, design rights, patent, or other intellectual property rights, or is
otherwise actionable by TD or its Affiliates under deceptive trade practices or
other commercial laws.  For the avoidance of doubt, the foregoing
releases shall not imply that such continued use of the ATM machines after the
License Term  may not be subject to claims by third parties unrelated
to TD or TD's Affiliates based on rights of such third parties not acquired or
derived from TD or TD's Affiliates.




(c)           The
releases in Section 4.3(a) and (b) apply to coin counters and ATM banking
machines that Harrisburg may, in the regular course of business, place in new
Harrisburg branches in the Territory during the License Term.  For the
avoidance of doubt, such releases shall not apply to any claim brought against
Harrisburg by a third party relating to any new ATM banking machines and/or coin
counters of Harrisburg.




Section
4.4.           Corporate
Filings.  Harrisburg agrees that, by September 30, 2009, it
will have made all filings and taken all actions at all applicable government
agencies or offices to change its corporate, trade and similar names to names
that comply with Section 4.2.  Harrisburg shall notify TD promptly
after the effect of such name changes.  The Parties agree that failure
of a governmental agency or office to process or approve by September 30, 2009
any filings made by Harrisburg prior thereto shall not be a breach of this
Section 4.4, provided,
however, that for the sake of clarity, Harrisburg acknowledges that
notwithstanding the foregoing, it shall not have any right to use the Prior
Marks after the License Term except as otherwise permitted in Section 4.2(d) and
the sentence below.  By December 31, 2009, Harrisburg will promptly,
at TD’s option and expense, cancel or transfer to TD all domain names of
Harrisburg containing any term on Schedule E, and TD
and Harrisburg agree that from the end of the License Term until December 31,
2009, Harrisburg may use the domain name www.commercepc.com solely to redirect
Internet users to the website of the Republic Survivor (or such other
replacement website owned or controlled by Harrisburg)..




Section
4.5.           Branded
Materials.




(a)           Harrisburg
will cease using all stationery, office supplies, customer or collateral items
(e.g., “C” banks)
containing Prior Marks (“Branded Supplies”)
after September 30, 2009.  After the License Term, Harrisburg and its
Related Parties may continue using similar stationery, supplies and customer or
collateral items but they may not depict the Prior Marks.  After the
Effective Date, at Harrisburg’s request, TD will provide Harrisburg with all
Branded Supplies in TD’s possession that TD no longer uses, at a mutually-agreed
discounted price.  Harrisburg will, at TD’s option, promptly destroy
all Branded Supplies in its possession after September 30, 2009 or promptly make
all Branded Supplies available for retrieval by TD (in the case of retrieval, at
the place where the items are located and at TD’s cost).  TD shall
notify Harrisburg of which of the above options it elects (which may vary for
different types of Branded Supplies) by April 1, 2009.  Unless
different arrangements have been made by the




13




Parties,
items not retrieved within 30 days of the date by which Harrisburg has notified
TD that it has earlier ceased using a particular Branded Supply will be
destroyed or reasonably disposed of by Harrisburg.




(b)           Harrisburg
and its Related Parties may use, copy, create derivative works of, distribute
copies of and display in perpetuity any internal procedures, training manuals
and other technical or business documentation relating to such procedures or
manuals (“Technical
Materials”) that are in Harrisburg’s possession, custody or control as of
the Effective Date, provided
that all such materials used after the License Term do not depict any of
the Prior Marks, and further provided that this shall not
require any removal of Prior Marks from legal documents, existing files and
records and official forms or from back-up tapes and archived documents so long
as such documents, forms, files, records and tapes are not generally visible to
customers.  After the Effective Date, at Harrisburg’s request, TD will
provide Harrisburg with all Technical Materials in its possession that TD no
longer uses, redacted at TD’s option to remove all Prior Marks, at no additional
charge.




(c)           Harrisburg
will remove all Prior Marks from all of its décor, fixtures, murals, artwork,
rugs, carpets, furniture, signage and promotional, customer or collateral items
(including pens, lollipops, dog biscuits and stamps), materials and content in
any media or format (including online, interactive displays and all user
interfaces) that are in Harrisburg’s possession, custody or control and are used
by or visible to the public (such materials that depict the Prior Marks are
referred to as “Customer Materials”)
by September 30, 2009.  The same or similar Customer Materials may
continue to be used after September 30, 2009, except that they may not depict
the Prior Marks.  Harrisburg will, at TD’s option, promptly destroy
all Customer Materials in its possession after September 30, 2009 or promptly
make all Customer Materials available for retrieval by TD (in the case of
retrieval, at the place where the items are located and at TD’s
cost).  TD shall notify Harrisburg of which of the above options it
elects (which may vary for different types of Customer Materials) by April 1,
2009.  Unless different arrangements have been made by the Parties,
items not retrieved within 30 days of the date when Harrisburg has earlier
ceased using a particular Customer Material will be destroyed or reasonably
disposed of by Harrisburg.




Section
4.6.           Proprietary Rights
Release.




(a)           To
the extent that Harrisburg complies with the provisions of Article IV, TD, for
itself and its Affiliates, hereby forever and irrevocably releases and
discharges Harrisburg from all Liabilities arising out of or relating to any
claim by TD or its Affiliates (or the respective successors to their rights)
that Harrisburg’s use or display of any trademarks, service marks, logos, domain
names, trade dress, “look and feel”, or designs, of TD in existence as of the
Effective Date tarnishes, disparages, infringes, dilutes or misappropriates TD’s
or its Affiliates’ (subject to Section 4.6(a)(iii) below) trademark, service
mark, copyright, design rights, logos, domain name, trade dress rights or other
intellectual property rights existing or claimed as of the Effective Date, or
violates any deceptive trade practices or other commercial laws.  This
release and the other releases in this Article IV do not waive TD’s or its
Affiliates’ rights under the last sentence in Section 4.2(d) or to bring an
Action against Harrisburg alleging that (i) Harrisburg has not complied
with Article IV, in a timely manner or otherwise, (ii) Harrisburg is
infringing or diluting any new intellectual property rights that TD or its




14




Affiliates
create, invent or adopt after the Effective Date, and Harrisburg reserves its
defenses and counterclaims with respect thereto and nothing in this Agreement
shall release any claims or rights with respect thereto, or (iii) Harrisburg is
infringing or diluting the “TD” name and/or green shield logo or any other
intellectual property rights of The Toronto-Dominion Bank, TD Bank, N.A. or its
Affiliates, other than those rights relating to the “Commerce Bank” banking
system, Commerce Bancorp LLC, its subsidiaries and predecessors.  If
Harrisburg does not comply with any provision of Article IV, such non-compliance
will not void this release in its entirety, but such release will not be in
effect and may not be raised as a defense to any such instance of
non-compliance.




(b)           Except
as expressly provided in this Article IV, TD for itself and its Affiliates
agrees that Harrisburg and its successors do not need to change, remove, delete
or cease using, on account of any right of TD or its Affiliates, any other
branding, name, trade dress, domain name, look and feel, policy, procedure,
method of doing business, forms, office documentation and supplies and
collateral materials that Harrisburg has used in connection with its Commerce
Bank banking operations prior to and up to the end of the License
Term.




Section
4.7.           Effect on
Affiliates.  Harrisburg agrees that the provisions of this
Article IV shall bind Harrisburg and its Affiliates existing as of the Effective
Date (“Current
Affiliates”).  Despite the foregoing, if any Current Affiliates
are deemed not to be bound hereby, Harrisburg agrees that it shall be liable to
TD for breach of this Article IV for any act or omission by any Current
Affiliate that would breach this Article IV if committed by
Harrisburg.  Notwithstanding Section 10.2(a), if Harrisburg is
acquired by or merged into any third party after the Effective Date (an “Acquiror”), or if
Harrisburg acquires another banking company after the Effective Date (an “Acquired Business”)
Harrisburg’s obligations in Sections 4.1-4.5 and TD’s release in Section 4.6
shall be unchanged with respect to Harrisburg’s legacy branches and business
operations and the continuation of such business operations (including new
branches of the Harrisburg business) after the relevant transaction is
effectuated, but shall not bind or extend to or from any legacy branches of the
Acquiror or the Acquired Business (including new branches of the Acquiror or the
Acquired Business), and the Parties and their Affiliates and any Person acquired
or acquiring such business would reserve their rights in this
regard.  For clarity, if Harrisburg acquires “Comet Bank” or is
acquired by “Comet Bank,” (x) Harrisburg’s obligations in Sections 4.1-4.5 and
release in Section 4.6 would not bind or extend to the legacy Comet Bank
branches; (y) TD and its Affiliates would reserve all rights to assert
infringement or other claims arising from the use of Comet Bank’s trade dress
and trademarks and Comet Bank will reserve all rights and defenses with respect
thereto; and (z) Harrisburg could not use the Prior Marks in connection with any
bank branches of “Comet Bank” in the Territory.  This section does not
alter, modify, or limit the provisions of Section 4.1(b) above.




ARTICLE
V – REPRESENTATIONS AND WARRANTIES


Section
5.1.           By Each
Party.  Each Party represents and warrants to the other Party
that: (i) the warranting Party has full power and authority to execute and
deliver this Agreement and to perform its obligations under this Agreement, (ii)
this Agreement has been duly executed and delivered by the warranting Party and,
assuming the due execution and delivery of this Agreement by both Parties,
constitutes a valid and binding agreement of the warranting Party enforceable
against the warranting Party in accordance with its terms, except as such




15




enforceability
may be limited by bankruptcy, insolvency, receivership, moratorium,
reorganization or similar laws affecting the enforcement of creditors’ rights
generally and general equitable principles, and (iii) it has all necessary
rights to provide the releases in Section 1.3.




Section
5.2.           By TD.  TD
further represents and warrants to Harrisburg that it shall provide the Services
in a timely manner by competent professionals in the same scope and manner and
with the quality and service standards consistent with past
practice.




Section
5.3.           Disclaimer.  Except
as expressly provided in this Agreement (including Schedule
A), each party hereby disclaims all representations and warranties,
either express or implied, under this Agreement or with respect to the Services,
including without limitation any representations or warranties with respect to
the value, suitability, merchantability, reliability, non-infringement or
fitness for use of the Services.




Section
5.4.           Limitation on
Liability.  Except for a Party’s indemnification obligations
under Article VII, no Party shall be liable to the other Party for indirect,
special, incidental, consequential or punitive damages (including business
interruption losses or lost profits) arising from this Agreement or the
provision of Services.




ARTICLE
VI  – PARTIES’ OBLIGATIONS


Section
6.1.           Non-Solicitation.  Each
Party agrees that it will not, directly or indirectly through its Related
Parties, for a period of time beginning on the Effective Date until the earlier
of (a) May 31, 2009 or (b) the effective date of the announced merger between PA
Bancorp and Republic First Bancorp, Inc., and without the prior written consent
of the other Party (which may be withheld in its sole discretion), directly or
indirectly hire, employ, recruit or solicit for employment by a Party or its
Affiliates any person who was, at any time during the Term, an employee of the
other Party or its Affiliates at or higher than the vice president level, provided thatany Party or
its Affiliates may hire any employee of the other Party who responds to a
general employment advertisement and is not directly or specifically solicited
for employment, either alone or in conjunction with others.




Section
6.2.           Non-Disparagement.  Each
Party agrees that it will not, directly or indirectly through its Related
Parties, for a period of time beginning on the Effective Date until December 31,
2009, make any verbal or written official public statement that is disparaging
or derogatory of the other Party or its Affiliates and would reasonably be
expected to adversely affect such Party’s reputation and business dealings,
except for any statements arising from or made in connection with any Action or
as required by applicable law, rule or regulation.  For clarity, the
Parties may engage in comparative advertising or competitive business practices
so long as such advertising and practices do not violate this Section
6.2.  The provisions of Section 10.5 shall apply to any alleged breach
of this Section 6.2, except that (i) the initial negotiation period in Section
10.5 shall be reduced to 10 days for the first alleged breach by each party,
(ii) the initial negotiation period may be waived entirely by the aggrieved
Party for any subsequent breaches by the other Party, and (iii) if a Party
engages in more than one intentional breach of this Section 6.2 (as determined
pursuant to the dispute resolution procedures of this Agreement),




16




the
prevailing Party in any such Action(s) to enforce this Section 6.2 may be
awarded its reasonable attorney’s fees for any such dispute resolution pursuant
to Section 10.5.  For clarity, the Parties agree that a breach or
alleged breach of this Section 6.2 shall not give either Party the right to
withhold its performance of the Services, to terminate Article IV, or to fail to
otherwise comply with its obligations under other sections of this Agreement
(including any payment obligations).




Section
6.3.           Parties’
Personnel.  Each Party is solely responsible for the acts and
omissions of its and its Related Parties’ employees and contractors in
connection with performing the Services, at all times and in any
location.




Section
6.4.           Call Center
Personnel.  As of the Effective Date, the Parties share use of
a call center managed by TD and located at Harrisburg’s premises. The Parties
agree to develop a plan within forty-five (45) of the Effective Date to (i)
segregate the call center personnel so that such personnel shall be responsible
as soon as possible for responding to calls solely from one Party’s customers,
(ii) implement the permanent and equitable allocation of call center agents
between the Parties and the potential employment by each Party of its call
center agents as soon as possible, and (iii) otherwise to fully transition the
call center arrangement and the relocation of the call center from Harrisburg's
premises on or before July 15, 2009, including with respect to technology and
other equipment, as appropriate.  All actions taken in accordance with
this plan will not be deemed “Services” under Section 2.1(a).





ARTICLE
VII  – INDEMNIFICATION


Section
7.1.           Indemnification.  Each
Party shall indemnify, hold harmless and defend at its expense the other Party
and its Related Parties from all Liabilities actually incurred by such other
Party or its Related Parties to the extent (i) the indemnifiable claim arises
from an Action brought by a person or entity who is not a Party to this
Agreement or any of its Related Parties; and (ii) such Action
arises from (x) any act or omission by the indemnifying Party or its employees
or contractors in connection with the provision of the Services or (y) the
indemnifying Party’s breach of this Agreement or any representation, warranty,
covenant or agreement herein.




Section
7.2.           Procedure.  A
Party seeking indemnification under Section 7.1 shall promptly (and in any
event, within 10 business days) notify the indemnifying Party in reasonable
detail of any actual or potential indemnifiable claim, provided that any failure or
delay in such notice shall not relieve the indemnifying Party of its obligations
hereunder except to the extent it is prejudiced thereby.  The
indemnifying Party shall have the right to control the defense or settlement of
any indemnifiable claim, provided that the indemnified
Party must cooperate in the foregoing and may participate with counsel of its
choice at its own expense.  The indemnifying Party shall not settle or
compromise any indemnifiable claim in any manner that adversely affects the
indemnified Party without its prior written consent, which consent shall not be
unreasonably withheld or delayed; provided, however, that no
consent shall be required with respect to any settlement which (i) includes a
full release of the indemnified Party from all Liabilities with respect to such
indemnified claim; (ii) does not involve the imposition of non-monetary
obligations or commitments that materially affect the conduct of the business or




17




operations
of the indemnified Party; and (iii) does not include an admission of fault or
guilt by the indemnified Party.




ARTICLE
VIII  – TERM AND TERMINATION


Section
8.1.           Term.  The
term of this Agreement (“Term”) commences on
the Effective Date and lasts until September 30, 2009.  The term for
provision of Services by TD (the “Services Term”)
commences on the Effective Date and lasts until August 15,
2009.  Without limiting the Parties’ respective rights under Section
2.1(e) or Section 3.2, neither Party has the right to terminate this Agreement,
the license contained in Section 4.1(a) and the other rights under Article IV,
or the provision of Services hereunder (including as a remedy for the other
Party’s breach of or relating to any provision of this Agreement) other than
Harrisburg’s rights pursuant to Section 8.2.




Section
8.2.           Termination for
Convenience.  Harrisburg may terminate the provision of one or
more specific Services pursuant to Section 2.1(e).




Section
8.3.           Effect of
Termination.  Termination of one or more specific Services
under this Agreement shall not affect the remainder of this Agreement, which
shall remain in full force and effect.




Section
8.4.           Survival.  The
expiration of this Agreement shall not affect the Parties’ rights and remedies
accruing prior to such date.  The provisions of Articles I, III (with
respect to fees accruing prior to termination), IV (except to the extent of
obligations applicable only during the License Term or that otherwise have an
express applicability period), VI (subject to the express termination dates set
forth therein), VII, IX and X (except Sections 10.1 and 10.2) and Sections
2.3(c), 2.3(d), 2.5, 2.6, 3.4, 5.3, 5.4 & 8.4 shall survive such expiration
or termination in accordance with their terms.




ARTICLE
IX – CONFIDENTIALITY


Section
9.1.           Restrictions.




(a)           Each
Party (a “Receiving
Party”) agrees that it will not (i) use Confidential Information of
the other Party (the “Disclosing Party”)
for any reason or purpose, except as necessary to perform its obligations under
this Agreement, or (ii) disclose, share, communicate, provide access to or
make available any Confidential Information, directly or indirectly, to any
person other than its or its Affiliates’ (subject to the last sentence of this
Section 9.1(a)) employees (or their respective contractors, auditors and
advisors subject to reasonable confidentiality agreements) who need to know it
to perform under this Agreement or to assist the Receiving Party with a
legitimate internal business task, such as the maintenance, repair, management
and operation of the systems that house the Confidential Information of the
other Party, conducting internal privacy and security audits, and obtaining
advice on legal and regulatory matters (“Recipients”), in each
case, without the Disclosing Party’s prior written
consent.  Confidential Information of a Disclosing Party in the
possession of the Receiving Party may be disclosed to an acquiror of the
Receiving Party or a third party who has been acquired by the Receiving Party,
in each case, solely for viewing and use by such acquiror or acquired party




18




in
connection with operating the new combined business, but in each case, not for a
separate purpose relating to the legacy business of such acquiror or acquired
business.




(b)           Without
limiting Section 9.1(a), each Party agrees to take all commercially reasonable
actions to safeguard and properly store the other Party’s Confidential
Information so long as it is in its or its other Recipients’ possession, and to
protect the other Party’s Confidential Information with the same degree of care
exercised to protect its own Confidential Information of a similar nature, provided that such protection
is not less than a reasonable standard of care.  Each Party is liable
for any unauthorized use or disclosure of the other Party’s Confidential
Information by its Recipients.




Section
9.2.           Definition.  “Confidential
Information” shall mean non-public, confidential or proprietary
information in any form or medium (including print, computerized or electronic),
whether or not it is marked as confidential, relating to the Disclosing Party
(or person who has provided same to the Disclosing Party in confidence) or its
past, current or future business, activities and operations, whether provided to
the Receiving Party pursuant to the Prior Agreements, this Agreement or any
other agreement or relationship, including without limitation any such
information relating to past, current and future: (i) finances,
investments, profits, pricing, costs, and accounting, (ii) products,
product distribution, services, sales, marketing, advertising and promotions,
(iii) intellectual property (including patents, inventions, discoveries,
research and development, processes, protocols, computer software, databases,
documentation, trade secrets and business methods), (iv) personnel,
compensation, recruiting and training, (v) customers, consultants,
contractors, competitors, vendors, suppliers, licensees, partners, joint
venturers, members or shareholders; and (vi) government and regulatory
activities and approvals.




Section
9.3.           Exceptions.  “Confidential
Information” does not include any information that (i) is in the public
domain or known in the banking industry through no fault of the Receiving Party,
(ii) is already in the Receiving Party’s possession, provided that such
information is not known by the Receiving Party to be subject to another
confidentiality agreement with or other contractual or legal obligation of
confidentiality to the Disclosing Party; (iii) is independently developed by the
Receiving Party without use or reference to the Disclosing Party’s Confidential
Information; or (iv) is required to be disclosed to enforce a Party’s
rights under this Agreement or pursuant to applicable law, rule, regulation,
order, subpoena, document request or proceeding or at the request of a
governmental or regulatory authority having jurisdiction over the Receiving
Party; provided that,
in the case of this clause (iv), the Receiving Party provides the Disclosing
Party with prompt notice of the intended disclosure (to the extent permitted to
do so) and cooperates with the Disclosing Party at the Disclosing Party’s
expense in any attempt to seek a protective order or similar
treatment.  In addition, for clarity, notwithstanding any other
provision hereof, TD agrees that TD and its Affiliates will not try to restrict
or enjoin or otherwise seek a legal remedy against Harrisburg’s or its
Affiliates (and their respective successors) use or disclosure at any time
hereinafter of information and materials in any form or medium relating to any
aspect of the business practices or operations of Harrisburg’s Commerce Bank
business prior to the end of the License Term on the grounds that such
information constitutes TD’s or its Affiliates’ “Confidential Information” under
this or any other agreement between the parties or their Affiliates and shall
not seek the return of any information or materials with respect
thereto.




19






Section
9.4.           Remedies.  In
the event of actual or threatened breach of Section 9.1, without limiting its
other rights and remedies hereunder, the non-breaching Party will be entitled to
seek immediate injunctive and other equitable relief in the forum in Section
10.5, without posting bond or other security.  The Parties shall
cooperate to remedy any unauthorized use or disclosure of either Party’s
Confidential Information.




Section
9.5.           Compliance.  Each
Party shall comply with all applicable laws, rules and regulations with respect
to any Confidential Information of the other Party in the first Party’s
possession or control at any time, including with respect to any and all data
and images relating to the other Party’s past, present and future customers
(“Customer
Information”).  Each Party agrees to hold, store and access the
other Party’s Customer Information in accordance with privacy and security
requirements of applicable federal and state privacy and other
laws.  To the extent that either Party or its Affiliates becomes aware
of any loss or compromise of the other Party’s Customer Information or a breach
of any applicable legal privacy or security requirement with respect to the
other Party’s Customer Information, it shall promptly notify the other Party and
fully cooperate in all efforts to mitigate the impact of the loss, compromise,
or breach.  Without limiting Section 9.1(a), neither Party will allow
the other Party’s Customer Information in its or its Recipients’ possession or
control to be viewed or used for its or its Recipients’ own competitive or
commercial benefit or for any purpose other than to provide a service to or to
otherwise benefit the Party owning such Customer Information.




Section
9.6.           Return of
Information.  Except with respect to Confidential Information
of a Party that is co-mingled with Confidential Information of another Party, at
the Disclosing Party’s request, the Receiving Party shall promptly destroy all
originals and copies of Confidential Information of the Disclosing Party in the
Receiving Party or its Recipients’ possession, custody or
control.  During the Services Term and for one year thereafter, TD and
its Recipients will retain copies of any of Harrisburg’s Confidential
Information that is co-mingled with TD’s own Confidential Information consistent
with TD’s normal backup and document retention policies and practices (which
shall be not less than reasonable and shall comply with applicable laws and
regulations).  TD and its Affiliates and their respective Recipients
will continue to protect such Confidential Information of Harrisburg in such a
manner and to safeguard it as Confidential Information for as long as TD or any
of its Affiliates or their Recipients holds copies of any such
information.  Commencing January 1, 2010,  TD may decide to
destroy such Confidential Information of Harrisburg in its possession, provided that it shall first
notify Harrisburg in writing prior to such destruction and allow Harrisburg an
opportunity to request a copy of any such data (at Harrisburg’s expense) within
60 days of receipt of TD’s notice.  TD shall provide any certification
reasonably requested by Harrisburg or its auditors regarding the destruction of
the Confidential Information of Harrisburg.




ARTICLE
X  – MISCELLANEOUS




Section
10.1.           Amendments.  This
Agreement shall not be amended except by written agreement of the
Parties.




Section
10.2.           Assignment.




20




(a)           During
the Term, Harrisburg may not assign this Agreement , in whole or in part
(including by operation of law or a de facto assignment by a
change of control) (“Assignment”), without
the prior written consent of TD in its sole discretion, except that Harrisburg’s
Assignment does not require such consent if it is (i) to an Affiliate as part of
an internal reorganization or restructuring for tax, administrative or legal
purposes; (ii) to the Republic Survivor, or otherwise in connection with any
changes of control relating to the Republic Merger; (iii) to a financial buyer
or Harrisburg’s successor entity if it engages in a “going private” or similar
transaction in which a strategic buyer that is a competitor of TD is not a
controlling party; or (iv) to a successor or acquiror that is reputable and
financially solvent such that it has more than $1 billion in assets, so long as
Harrisburg has provided TD with prior notice of such transaction (to the extent
permitted by law).  Nothing herein shall (a) preclude Harrisburg from
using Affiliates, contractors and other third parties to perform and comply with
its obligations hereunder; (b) prohibit the use of this Agreement or the
proceeds hereunder as collateral under general credit obligations of Harrisburg,
provided that in the
event of foreclosure, the assignment provisions in this Section 10.2(a) shall
still apply; or (c) require any action in violation of applicable bankruptcy
law.  For clarity, notwithstanding anything in this Agreement to the
contrary, in the event of any permitted Assignment by Harrisburg under this
Section 10.2(a), the rights and obligations under this Agreement shall continue
to apply, in accordance with the express terms hereof, to the legacy business of
Harrisburg existing at the time of such Assignment and as it continues to be
conducted after the transaction, but shall not extend to the other businesses,
bank branches or activities of the successor or acquiror (including the Republic
Survivor).




(b)           TD
may not effect an Assignment of this Agreement or any of its rights or
obligations hereunder, in whole or in part, to any person other than an
Affiliate without the prior written consent of Harrisburg, which cannot be
unreasonably withheld by Harrisburg and will be deemed consented to if
Harrisburg has not refused it within fifteen days of receipt of the request.




(c)           Any
attempted action in violation of Section 10.2(a) or (b) shall be null and void
ab initio and of no
force or effect.  In the event of a permitted assignment hereunder,
this Agreement shall be binding upon and inure to the benefit of the Parties and
their successors and permitted assigns.  Each Party is liable
hereunder, and it will be considered a breach of this Agreement by a Party, for
any act or omission by a Party’s Affiliates, agents, sponsors, licensees or
venture partners that would breach this Agreement if committed by a
Party.




Section
10.3.           Notices.  All
notices must be in writing and shall be by personal service, facsimile (with
telephonic confirmation of receipt), registered mail or certified mail (or its
equivalent), or overnight courier to the other Party at its respective address
or telephone number set forth below.  Notices shall be deemed given
(i) upon confirmation of receipt, if delivered by facsimile (ii) on the first
business day following the date of dispatch, if delivered by overnight courier,
and (iii) on the third business day following the date of mailing, if delivered
by registered or certified mail (or its equivalent).




If
      to TD Bank, N.A. or
                
                If
      to Commerce Harrisburg orCommerce
      Bancorp:
                
                PA
      Bancorp:




21




Attention:
      Chief Executive Officer
                    Gary
      L. Nalbandianand
      General Counsel
                    Chairman,
      Chief ExecutiveTD
      Bank, N.A.
                    Officer
      and President1701
      Route 70 East
                    Commerce
      Bank/HarrisburgCherry
      Hill, New Jersey 08034
                    3801
      Paxton StreetFacsimile:
      856.874.2423
                    Harrisburg,
      Pennsylvania 17111Facsimile:  717.412.6182With
      a copy to:
                    With
      a copy to:Simpson
      Thacher & Bartlett LLP
                    James
      A. Ulsh425
      Lexington Avenue
                    Mette,
      Evans & WoodsideNew
      York, New York 10017
                    3401
      North Front StreetAttention:
      Lori E. Lesser, Esq. and
                    P.O.
      Box 5950Ellen
      R. Patterson, Esq.
                    Harrisburg,
      Pennsylvania 17110-0950Facsimile:  212.455.2502
                    Facsimile:  717.236.1816andThomas
      J. Kelly, Jr.Venable
      LLP575
      Seventh Street, NWWashington,
      DC 20004Facsimile:  202.344.8300





Section
10.4.           Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware and considered as a contract
made and to be performed in the State of Delaware.




Section
10.5.           Dispute
Resolution.   If any dispute arises under this Agreement,
the aggrieved Party shall promptly notify the other Party and the Parties shall
first promptly negotiate in good faith to resolve such dispute amicably.
 If such negotiations fail to reach an amicable resolution within 30 days
after a Party is notified in writing of the other Party’s grievance (or a
mutually agreed extension of time), the Parties agree to have the dispute
resolved solely by binding arbitration in Wilmington, Delaware
before a panel of three arbitrators (unless the Parties agree otherwise) in
accordance with the Commercial Arbitration Rules of the AmericanArbitration Association.  Each Party shall appoint one of
the arbitrators, and the third arbitrator will be appointed by the first two
arbitrators.  Judgment on the award rendered may be entered in any
court having jurisdiction thereof.  Notwithstanding the foregoing, in
appropriate circumstances, either Party may seek temporary or preliminary
injunctive relief pending the initiation or outcome of the above arbitration in
the state or federal courts located in the State of Delaware.




Section
10.6.           Construction.  Headings
in this Agreement are for convenience only and shall not be used to interpret
its provisions.  This Agreement shall be construed as if it were
drafted jointly by the Parties.  The word “including” shall be
construed to mean “including without limitation.”




22




Section
10.7.           Severability.  If
any term of this Agreement is held to be invalid or unenforceable, such holding
will not affect the validity or enforceability of any other term
hereto.




Section
10.8.           Counterparts.  This
Agreement may be executed in counterparts, each of which shall be deemed an
original, and all of which shall constitute the same instrument.




Section
10.9.           Waiver/Cumulative
Rights.  The failure or delay of a Party in exercising any
right or remedy hereunder shall not waive any other right or
remedy.  The rights and remedies of the Parties hereunder are
cumulative and in addition to any other rights and remedies at law or
equity.




Section
10.10.          Relationship of the
Parties.  The Parties shall not be deemed partners, agents or
joint venturers of each other.  Neither Party will have any right or
authority to obligate or bind the other Party in any manner.




Section
10.11.          No Third Party
Beneficiaries.  Except for express references to Affiliates, no
person other than the Parties shall be considered a third-party beneficiary of
this Agreement or otherwise entitled to any rights or remedies under this
Agreement.




Section
10.12.           Entire
Agreement.  This Agreement, including the Schedules hereto (all
of which are hereby incorporated herein by this reference), constitutes the
entire agreement between the Parties concerning the subject matter hereof and
supersedes any prior understandings and agreements with respect
thereto.




23


IN WITNESS WHEREOF, the Parties hereto
have caused this Transition Agreement to be executed as of the Effective
Date.





TD
      BANK, N.A.
                            COMMERCE
      HARRISBURG(as
      successor to Commerce Bank N.A.)By:  ____________________________
                            By:_________________________________Name:
                            Name:Title:
                            Title:COMMERCE
      BANCORP LLC
                            PENNSYLVANIA
      COMMERCE(as
      successor to Commerce Bancorp, Inc.)
                            BANCORP,
      INC.By:  ____________________________
                            By:________________________________Name:
                            Name:Title:
                            Title:








24








SCHEDULE
A-1




CORE
SERVICES







AML/BSA SERVICE AND
SUPPORT





A.  Applications
and Licensed Software




TD shares
certain data processing, software licenses and support services with Harrisburg,
as has been agreed to between the Parties from time to time.  TD and
Harrisburg have agreed to apportion the cost of the following applications (each
an “Application” and
collectively, “Applications”):




Application
                                        
                                        Annual
      Fee
                                          Apportioned
      to
                                          Harrisburg
                                        
                                        
                                        Annual
      Maintenance
                                          Fee
      Apportioned to
                                          HarrisburgMonetary
      Instrument Database
                                        
                                        $
                                        731
                                        
                                        
                                        $
                                        110SAR
      Database
                                        
                                        $
                                        1,371
                                        
                                        
                                        $
                                        206Suspect
      Analysis Report (70 Report)
                                        
                                        $
                                        914
                                        
                                        
                                        $
                                        137TIN,
      PO BOX and DOB Report
                                        
                                        $
                                        1,514
                                        
                                        
                                        $
                                        227Wire
      Reports
                                        
                                        $
                                        2,734
                                        
                                        
                                        $
                                        410EDDO
      Reports
                                        
                                        $
                                        1,402
                                        
                                        
                                        $
                                        210Atchley
      KYC
                                        
                                        $
                                        14,893
                                        
                                        
                                        $
                                        2,234Atchley
      CTR
                                        
                                        $
                                        12,443
                                        
                                        
                                        $
                                        1,886TOTAL
                                        
                                        $
                                        36,002
                                        
                                        
                                        $
                                        5,420





In addition, TD grants Harrisburg a
nonexclusive and nontransferable license during the Services Term to use the
following Applications developed by TD: Monetary Instrument Database, SAR
Database, Suspect Analysis Report (70 Report), TIN, PO BOX and DOB Report, Wire
Reports, and EDDO Reports(the “Licensed
Software”).  Harrisburg may use the Licensed Software solely for Licensee’s internal
data processing operations only.  Harrisburg shall not decompile,
reverse engineer, or otherwise attempt to derive or modify the source code of
the Licensed Software.




B.  Apportionment
Fees




Harrisburg agrees to pay TD the annual
fees set forth above as its apportioned contribution for its use of the
Applications, the license to the Licensed Software and any maintenance as may be
requested by Harrisburg from time to time in its discretion during the Services
Term.  Such payments are to be paid directly to TD.  Payment
shall be made within 30 days of the date of TD’s invoice.  Harrisburg
shall also reimburse TD for Harrisburg’s portion of all applicable sales, use,
gross receipts, value added or similar taxes now or hereinafter imposed by
federal, state or other taxing authorities as a result of licensing the Licensed
Software.




25




Upon delivery of each Application, TD
shall invoice Harrisburg for the applicable apportioned
fee.  Maintenance fees shall be invoiced annually.




C.  Expenses





Harrisburg shall reimburse TD for the
following expenses: (1) expenses in the amount of $150/hour for information
technology support services as may be agreed to by and between the Parties from
time and time; and (2) out-of-pocket expenses actually and reasonably incurred
in connection with TD’s support of the Applications and/or Licensed Software for
Harrisburg.  Such expenses shall be paid directly to TD.





26


CASH
MANAGEMENT





A.  Services
to be provided:





Services
Scope. The Cash Management department of TD agrees to provide various
cash management product and consulting services to Harrisburg.  These
services include:


Product
                    DetailCommerce
      TreasuryDirect
                    Maintain
      website, customer service, implementation and consulting services for
      unique Harrisburg Web address.ACH
      Services
                    All
      ACH processing through PEP+ files on behalf of Harrisburg and the
      processing of deletions, reversals and NOCs.  This includes
      direct transmissions and Commerce TreasuryDirect.  Harrisburg
      will also utilize PAL/VRS system for ACH control total validation prior to
      transmissions.  Harrisburg to be granted access to PEP+ site to
      perform account research.Positive
      Pay
                    Provide
      daily processing, delivery through Commerce TreasuryDirect and customer
      service.Account
      Reconcilement Services
                    Extend
      services to Harrisburg and provide processing and customer service
      support.Wire
      Transfers
                    Domestic
      and International Wires through Commerce TreasuryDirect and via the Lotus
      Notes Database.  Harrisburg to be granted access to PAM, wire
      archive, to perform account research and run monthly
    reports.CD-Rom
                    Provide
      CD ROMs of check images and statement copies for individual
      customers.Controlled
      Disbursement
                    Utilize
      our Delaware controlled disbursement point for cash management
      customers.  Reporting through Commerce
      TreasuryDirect.Lockbox
      Services
                    Lockbox
      services through ImageRemit, including Web services.Coin/Currency
      Services
                    Provide
      coin/currency processing through AT Systems.Cash
      Management Consulting Services
                    Marketing
      materials, legal documents, proposal information, new product
      development.Customer
      Care
                    8:00
      a.m. to 5:30 p.m. Eastern Time each business day.  9:00 a.m. to
      3:00 p.m. Eastern Time Saturday.  Toll free access
      number.Account
      Analysis
                    Provide
      account analysis system conversion/production supportImplementation
      Services
                    Provide
      customer implementation forms, agreements, and actual customer
      implementation with 45 day post follow-up.  Harrisburg to be
      granted access to Lotus Notes Cash Management Implementation database to
      initiate new account
set-ups.





27





B.  TD
Service Level Commitment and Responsibilities:





TD
Responsibilities.





1.
            TD
      agrees to provide the following Service Level
  Standards:





o
            Controlled
      Disbursement Information Reporting – First Presentment  8:30
      a.m., Second Presentment 10:30 a.m. - meet deadline 98% of the
      time.


o
            Commerce
      TreasuryDirect® Previous Day Balance Reporting – 7:00 a.m. – meet deadline
      100% of the time.


o
            EDI
      Reporting – 8:30 a.m. – meet deadline 95% of the
  time.


o
            On-Time
      Delivery of Full Reconcilement Statements – 100% by 3rd Business
      Day.


o
            On-time
      Delivery of Partial Reconcilement Statements – 100% by 3rd Business
      Day.


o
            ACH
      Memo Post – 7:30 a.m. – meet deadline 95% of the
  time.


o
            Customer
      Care – average speed of answer: 40 seconds or less, 95% of the
      time.


o
            Wire
      Transfers Domestic  - 95% of wires completed within 1/2
      hour.





2.
            TD
      agrees to keep Harrisburg informed of planned and proposed major system
      changes.





3.
            TD
      agrees to provide monthly written reports to Harrisburg that demonstrates
      TD’s performance under the foregoing Service Level
    Standards.





4.
            TD
      agrees to notify Harrisburg of system outages or other processing
      difficulties that might affect Harrisburg
work.





5.
            TD
      agrees to cooperate with any third party authorized to examine Harrisburg
      for audit or regulatory purposes (including but not limited to the Office
      of the Comptroller of the Currency) and provide specific information to
      Harrisburg as requested by such third
parties.





C.  Harrisburg
Responsibilities:





1.
            Harrisburg
      will provide timely, accurate and complete customer information for
      customer implementations, including all appropriate set-up forms and
      agreements.





2.
            Harrisburg
      will perform appropriate customer due diligence and maintain appropriate
      documentation within Harrisburg files as required by the USA Patriot
      Act.  This documentation will be made available to TD in the
      event that TD is required by a regulatory agency or a judicial proceeding
      to produce such documentation.






28





D.  Fees
and Costs:





Fees.  As
consideration for services, Harrisburg shall pay the monthly fee set forth on
the Pricing Exhibit attached hereto.





Expenses.  Not
applicable, but see Additional Charges.





Additional
Charges.  Harrisburg
shall pay fees for pass-through expenses, such as third-party processing, forms,
supplies, plastics, and other materials.  Harrisburg shall furnish
(or, if TD agrees to so furnish, reimburse TD for) any special forms, supplies
or courier services applicable to the provision of the services listed
herein.




Invoicing.
TD will produce a monthly invoice on or around the first of the month and
TD  shall process a direct debit to Harrisburg’s account on or around
the 15th
business day of the same.





29


CASH
MANAGEMENT - Pricing Exhibit





Service
            PriceA20000
      CD-ROM MAINTENANCE
            10.00A20001
      CD-ROM ACCOUNTS
            3.00A20002
      CD-ROM ITEMS
            0.020B20001
      ACH MONTHLY MAINTENANCE (Cash Mgt)
            10.00B20002
      ACH FILES PROCESSED (Cash Mgt)
            7.00B20003
      ACH ORIGINATED ITEMS (Cash Mgt)
            0.06B20004
      ACH REVERS/DELET ITEMS (Cash Mgt)
            2.50B20005
      ACH BATCH MAINTENANCE (Cash Mgt)
            5.00B20006
      ACH RETURN ITEMS (Cash Mgt)
            3.00B20008
      ACH NOTICE OF CHANGE (Cash Mgt)
            1.50B20009
      ACH DEBIT BLOCK MAINT (Cash Mgt)
            2.50B20015
      CORP PAYMENT NOTIFICATION RECORDS (Cash Mgt)
            0.75Rapid
      Deposit 1-5 Accts
            75.00Rapid
      Deposit 6-9 Accts
            85.00Rapid
      Deposit >10 Accts
            95.00Rapid
      Deposit Additional Scanner
            35.00C00001
      ARP FULL RECON
            50.00C00002
      ARP PARTIAL RECON
            15.00C00003
      POSITIVE PAY
            25.00C00004
      ARP ISSUED ITEM FILES
            5.00C00006
      ARP FULL/POS PAY ITEMS
            0.03C00012
      ARP PAID ITEM EXTRACT FILES
            15.00C00013
      POS PAY SCRUBBED FILE
            0.00C00017
      ARP FULL W/POS PAY
            50.00C00019
      ARP PARTIAL RECON ITEMS
            0.03C00020
      PAID/DEPOSIT ITEM EXT FILE -W
            60.00B10001
      COMMERCE TREASURYDIRECT
            75.00WIRE
      TRANSACTIONS (TOTAL)
            2.00ACH
      TRANSACTIONS (TOTAL)
            0.02ESCROW
      MASTERS
            10.00DATA
      EXCHANGE
            30.00DATA
      EXCHANGE  ITEMS
            0.10*
      Wire FAX
            50.00TRAINING/PER
      HOUR
            75.00Serial
      Sort - Number of Accounts
            30.00Serial
      Sort - Number of Items Processed
            0.06**Corp.
      Payment Notification
            10.00SecurePay
      Setup Fee
            400.00Government
      BankingPublic
      Fund Deposit Report
            125.00Public
      Fund/Nonprofit Relationship Review Report
            375.00**
      FEES FOR ADDITIONAL SERVICES MAY BE ADDED AS REQUIRED








30





INTERNATIONAL
WIRES





A.  Services
to be provided:





The
TD International Department provides various International Wire processing to
Harrisburg.  The Parties agree as follows:





Services
Scope.  TD shall provide support and processing services to
Harrisburg customers in response to wire support requests (for incoming and
outgoing international wires) submitted by Harrisburg.





B.  Harrisburg
Responsibilities:





Harrisburg
submits wire support request(s) from time to time by authorized representatives
of both Parties and which reference this portion of Schedule A.





C.  Fees
and Costs:





Fee.  As
consideration for processing of an International Wire, a $10.00 per transaction
fee shall be assessed.





Expenses and
Additional Charges.None.





Invoicing.  Fee
charged per transaction at the time service rendered.








31


INFORMATION
TECHNOLOGY




A.  Services
to be provided:





The Information Technology Department
of TD provides various software and services to Harrisburg.  The
Parties agree as follows:





1. Services
Scope.





(a)
Software, including software maintenance updates to third party products (“Software”) and
related services are listed on Exhibits A, B and C, attached
hereto.  TD and Harrisburg are authorized users of the Software
included in such Exhibits.  As such, Harrisburg will receive updates
to the software as they are offered to and implemented by TD.





(b) TD
technical services, identified as “infrastructure services,” involve hardware
management and operational support for TD’s systems, and any applicable
communications equipment operating as of July 21, 2006, located at TD’s primary
data center at 1700 Horizon Way, Mt. Laurel, NJ (the “Data
Center”).





Unless
otherwise provided herein, TD shall provide Harrisburg and its authorized users
with technical support regarding the use of such services.  Such
support shall include: (1) reasonable telephone, facsimile and e-mail “hot-line”
support during Harrisburg’s business hours; and (ii) on-site support as is
necessary to maintain the Services in accordance with the representations and
warranties set forth in this portion of Schedule A.





2.  Consulting
Services.  At Harrisburg’s request, which TD may refuse in its
reasonable discretion, TD shall provide Harrisburg with consulting services
relating to information technology Project Management Services (including
development, programming, installation, implementation, projects, and project
related support), Moves, Adds, Change Services, and other information technology
services that the Parties shall mutually agree upon (“Consulting
Services”).  Such Consulting Services are subject to the fees
set forth below.





Additional
TD Responsibilities.





1.
            TD
      agrees to provide 99% availability for all systems, except during
      scheduled maintenance or scheduled
outages.




2.
            TD
      agrees to make available any applicable TD systems in the event of an
      emergency affecting only Harrisburg systems.  TD shall maintain
      a hot backup site with sufficient capacity to restore core data processing
      and delivery systems for Harrisburg in the event of a
      disaster.  If such an event occurs, TD shall not give Harrisburg
      systems and data lesser priority than granted to TD data and
      systems.




3.
            TD
      agrees to notify Harrisburg of information technology system outages or
      other processing difficulties that might affect Harrisburg
      work.




32




4.
            TD
      agrees to cooperate with any third party authorized to examine Harrisburg
      for audit or regulatory purposes and provide specific information to
      Harrisburg as requested by such third
parties.




B.  Harrisburg
Responsibilities:





1.
            Harrisburg
      will be obligated under all licensee obligations as they may apply and as
      modified by this agreement.




2.
            Harrisburg
      will purchase and maintain, at its own expense, all such data processing
      hardware and communications equipment which it owns, and which is
      necessary to facilitate the proper use of and receipt of the data
      processing services supplied by TD.




3.
            Harrisburg
      will comply with TD’s security policies and related
      procedures.




4.
            Harrisburg
      will report to TD any and all technical issues that TD needs to address by
      contacting the IT Helpdesk at (856)
222-3601.




5.
            Harrisburg
      shall submit to TD a Written Service Request for Consulting Services, as
      needed.  The Consulting Services shall reference this portion of
      Schedule A and be effective upon written acceptance by authorized
      representatives of both parties.





C.  Fees
and Costs:





Fees.Harrisburg agrees to
pay TD a base monthly fee of $50 per million dollars in Harrisburg assets on or
about the 1st of each
month.  The fee is subject to modification if the products and
services provided herein are modified as agreed by the
parties.  Harrisburg agrees to pay its share of the Bankway license
fee.  Harrisburg receives the benefit of a discounted rate by being
included with Bancorp’s (as defined in the Agreement) total
assets.  This fee is based on Harrisburg’s asset total as of March
31st
of the current year that is included with TD and other banks for the purpose of
calculating the annual Bankway license fee based on the Metavante
Agreement.  Harrisburg’s asset size as of March 31st of each
year should be reported to TD by April 30th of each
year.  For purposes of this schedule, the current fee calculation
shall be as follows: for Bancorp’s total assets between $40 billion to less than
$50 billion, applicable rate will equal $103-[(asset size in millions-40,000) x
..0011].  This shall be due the first day of July every
year.  Note: as Bancorp’s assets exceed $50 billion, the above
calculation changes in accordance with the Bankway License
Agreement.




Compensation.As consideration for
Consulting Services, Harrisburg agrees to a time and material cost of $100 per
hour.




Expenses and
Additional Charges.Harrisburg shall
reimburse TD for all out-of-pocket expenses, such as travel, lodging and the
like, which are incurred at the request of and approved by
Harrisburg.  All other expenses are the responsibility of
TD.  Software licenses listed in Exhibit B are subject to additional
allocation payments by Harrisburg: (a) purchased hardware and per unit
third-party costs should be directly allocated based on specific Harrisburg
units; (b) shared costs, including enterprise-wide software licenses, should be
allocated based on proportional usage as negotiated by authorized TD and
Harrisburg representatives, to the extent




33




such
costs are not covered by this Schedule A or a further agreement between the
Parties.  Harrisburg and TD representatives must be able to document
the criteria used as part of the negotiated pricing schedule




INFORMATION
TECHNOLOGY - Exhibit A




Vendor
                ProductMomentum
                MomentumAttachmate
                ExtraIBM
                Operating
      SystemIBM
                Lotus
      Notes (Mail)IBM
                Lotus
      Notes (Databases)Front
      Range
                HeatSungard
                Disaster
      RecoveryLURHQ
                Intrusion
      Detection ServicesNovell
                Enterprise
      License Products*Microsoft
                Office
      Suite*RIM
                Blackberry
      Enterprise ServerEMC
                Storage
      Area NetworkHP
                Storage
      Area Network


*           see
individual vendor contract for list of products




INFORMATION
TECHNOLOGY - Exhibit B


Vendor
                ProductMetavante
                BankwayMetavante
                AFS*CheckFree
                Pep+Corrillian
                Commerce
      Online (Voyager)Carreker
                AS/19
      and AS/16Princeton
      E-Com
                Commerce
      Bill PayerSI
                Yes2003
      (Telephone Banking)Mgnet
                Commerce
      Treasury DirectFundtech
                Pay
      PlusHarland
                Encore!Harland
                FlextranHarland
                LaserProMagtec
                MagtecMetavane
                ISVIEWSigtech
                Signature
      TechnologyMCOM
                Penny
      ArcadeBancware
                ConvergenceBaker
      Hill
                One
      PointUS
      Treasury Department
                Saving
      BondPro


*           see
individual vendor contract for list of products




34





INFORMATION
TECHNOLOGY - Exhibit C




Business
      As Usual ServicesCommerce
      Bank Network including routers, hubs, Wide Area Network
      connectivityIntrusion
      Detection ServicesCommerce
      Bank FirewallsVirus
      Management ServicesPatch
      Management ServicesRemote
      Access Capability and ServiceData
      Security FunctionsIT
      Procurement FunctionsHelp
      Desk Functions (Level 1)Disaster
      Recovery FunctionsMoves,
      Adds and Changes (includes only branch openings)Storage
      Area Network (EMC and HP)Xerox
      Print ServicesOffsite
      Media Storage Services for Disaster RecoverySystem
      Administration ServicesMail
      Services








35


DEPOSIT LOSS
PREVENTION





A.  Services
to be provided:





TD shall provide the following fraud
prevention, detection and analysis services to Harrisburg:




1.
            Wire Transfer Review.Analyze all outbound wire transfers exceeding predetermined
      thresholds to validate the legitimacy of the funds being
      transferred.




2.
            System Support.  Ensure all
      fraud systems are maintained and updated in accordance with vendor
      specifications.  Monitor system performance and support the
      initiation and implementation of required enhancements and
      modifications.  Ensure the balance reduction process is
      completed timely, when appropriate.




3.
            Overdraft Account
      Administration.  Ensure the Process/System utilized to
      generate weekly management reports is functioning as intended and
      update/enhance the system/process as required.  Generate daily
      management reports timely.




4.
            Debit Card Fraud System
      Support.  Monitor system performance and support the
      initiation and implementation of required enhancements and
      modifications.  Design and implement fraud strategies based upon
      scoring as well as mutually agreed upon operating
    procedures.




Additional TD
Responsibilities.





1.
            TD
      will ensure that balance reductions associated with the deposit/check
      fraud and warning processes are applied immediately upon completion of the
      prerequisite processes.




2.
            Wire
      transfers initiated through Lotus Notes will be reviewed and approved
      within 30 minutes of receipt in the loss prevention review
      database.  Harrisburg will be contacted immediately when
      warranted.




3.
            TD
      agrees to evaluate systems/process enhancement requests as appropriate and
      provide Harrisburg with an appropriate response and implementation plan if
      applicable.




4.
            The
      overdraft report will be generated and distributed each day by TD unless
      an unavoidable delay is communicated to
  Harrisburg.




5.
            TD
      agrees to evaluate Visa debit card fraud system/process/strategy
      enhancement requests as appropriate and provide Harrisburg with an
      appropriate response and implementation plan if
  applicable.







36









B.  Harrisburg
Responsibilities:





Harrisburg
will provide timely, accurate and complete response for decisions on services
required to meet established deadlines.




C.  Fees
and Costs:





Fees.Harrisburg agrees
to pay the fees set forth in the attached Pricing Exhibit.




Expenses and
Additional Charges.Harrisburg
shall pay fees for pass-through expenses, such as special forms, courier
services, special requests, and other charges incurred by TD for goods and
services obtained by TD on Harrisburg’s behalf.  These shall be billed
to Harrisburg at cost.




Invoicing.  TD
will produce a monthly invoice on or around the 1st of each
month and process a direct debit to Harrisburg’s account on or around the
25th
of the same month.




37





DEPOSIT
LOSS PREVENTION - Pricing Exhibit





Service*
                            Monthly
      Hours
                            Unit
      Cost
                            Monthly
      CostWire
      Transfer Review
                            5Miscellaneous
      Fraud Detection Functions
                            2Daily
      Overdraft Report Generation
                            5Total
                            12
                            $25.00
                            $300


Pass Through CostsProcessingEarly Warning Deposit Check
      Batch
                        as
      billedEarly Warning Deposit Check Real
      Time
                        as
      billedVisa
      Checkcard/Falcon
                        as
      billedMaintenance**AFS Fraud
                        $93/monthAFS Teller Vision
                        $162/monthSystem
      Administration***(including
      but not limited to: Deposit Fraud System, Early Warning, ATM Deposit
      Float, Wire Transfer Review, Overdraft Reporting, Visa Debit Card Fraud
      System)
                        N/C





* Service
hours and costs will be reviewed and adjusted (as applicable); interim
adjustments will be required if new services are implemented or Harrisburg
requests adjustments to parameters and TD agrees, which result in significant
volume increase.





**
Maintenance costs will be allocated at a percentage equivalent to the percentage
of Harrisburg’s branches (currently [6.5]%).





***System
Administration will continue to be provided at no cost unless Harrisburg
requests enhancements/modifications unique to Harrisburg.  If
applicable, a statement of work and cost estimate will be provided to Harrisburg
prior to project initiation.




38


CARD
PRODUCTION




A.  Services
to be provided:





TD shall provide card expiration
re-issue, production, support and distribution services to Harrisburg for all
ATM and debit card account holders of Harrisburg.




TD shall
rely on information provided by Harrisburg and shall have no obligation or
responsibility to audit, check or verify the items provided to: (a) verify
account names, threshold, limits, addresses, fees and charges imposed by
Harrisburg on its customers and other similar matters on all debit/credit cards
produced to TD; (b) place stop payments and holds on accounts; and (c) determine
the accuracy, completeness or authenticity of account holders, account
information or account statuses.




B.  Harrisburg
Responsibilities:





1.
            Harrisburg
      shall deliver to TD all items in a condition consistent with generally
      accepted requirements of a high-speed image processing
      operation.




2.
            Harrisburg
      shall assume full responsibility for the accuracy, completeness, and
      authenticity of all account holders and account information furnished to
      TD.




3.
            Harrisburg
      shall provide to TD all data, information, management decision(s),
      regulatory interpretations and policy guidelines as TD reasonably
      requires.




4.
            Harrisburg
      shall provide to TD all contact lists and escalation procedures to ensure
      that production problems and other issues requiring attention are
      addressed on a timely basis by the appropriate
    individual(s).




C.  Fees
and Costs:





Fees.Harrisburg
shall pay a transaction fee of $5.81 per card issued and mailed via express
courier, and $1.34 per card issued and mailed via regular postal
mail.





Expenses and
Additional Charges.None.




Invoicing. TD will produce a quarterly invoice payable by Harrisburg
within 30 days of presentment.





39


CURRENCY
RECONCILEMENT





A.  Services
to be provided:





TD shall provide currency
reconciliation recap services for Harrisburg’s branch network.





Teller Change Calls
Process.Change calls will not appear on Store Recap and will
be posted to a “Teller Difference in Process” GL.  Harrisburg will
have 5 days to clear any teller changes from the GL, beyond that if they are
unrecoverable, they will require Harrisburg to move the amounts to the “Teller
Differences” GL.  All changes under $5.00 will automatically post to
Harrisburg’s “Other Differences” GL.  After submission of
Harrisburg recap, TD will post a Teller Change Report for review and action
by Harrisburg for Teller Differences in Process postings.





Additional
TD Responsibilities.





1.
            TD
      shall assist in all change research requests.  The requests will
      be answered in the order in which they were received.  Prior day
      changes must be requested through voicemail or email sent to TD following
      the published Store process.




2.
            TD
      shall provide the teller cash recap report via email by 11:00 am daily,
      provided that store recaps were submitted by Harrisburg by the prior day
      deadline as published in the Store
process.




3.
            TD
      shall notify Harrisburg at agreed upon timing when a store recap has not
      been submitted.




4.
            TD
      shall assist with research requests for store
  changes.




B.  Harrisburg
Responsibilities:





1.
            Harrisburg
      shall review and communicate actions from teller change reports and teller
      cash reports as provided by
process.




2.
            Harrisburg
      shall input and forward to TD all branches’ currency teller recaps before
      7:30 p.m. daily for the current settlement date via the store cash
      recap.  If, for any reason, this deadline cannot be met,
      notification to TD must be made via voicemail or email to TD following the
      published Store process.




3.
            Harrisburg
      shall communicate the following content for currency changes: branch name
      or number, the date the change was received, the change call amounts
      (=/-), the teller number, and if the adjustments relate to the cash-ins or
      cash-outs.




4.
            Harrisburg
      shall assume full responsibility for the accuracy, completeness, and
      authenticity of information furnished to
TD.




5.
            Harrisburg
      shall provide to TD all data, information, management decision(s),
      regulatory interpretations and policy guidelines as TD reasonably
      requires.




40




C.  Fees
and Costs:





Fees.None.





Expenses and
Additional Charges.Harrisburg shall pay fees for pass-through
expenses, such as forms, supplies, plastics, and other
materials.  Harrisburg shall furnish (or, if TD agrees to so furnish,
reimburse TD for) any special forms, supplies or courier services applicable to
the provision of the services listed herein.




41


CENTRALIZED CUSTOMER
SERVICE





A.  Services
to be provided:





TD shall provide customer call center
operations for Harrisburg at Harrisburg’s facility located at 3801 Paxton St.,
Harrisburg, Pennsylvania (PAXTON).  TD shall provide the following
call center and directory services to Harrisburg on a 24/7 basis:




1.
            Perform
      call center strategies and activities for Harrisburg to the extent allowed
      for TD’s own processing, including but not limited
  to:




·
            Answer
      calls for Harrisburg’s published customer service
  number


·
            Interbank
      and Intrabank telephone transfers


·
            Stop
      Payments


·
            Research
      Requests


·
            Memo
      Posting and grant provisional account
credit


·
            Account
      Information Inquiry and Update


·
            Fee
      Reversals


·
            Account
      Freeze/Hot Card


·
            Order
      Checks and ATM Cards


·
            COL
      PIN Reset


·
            Call
      requiring Spanish translation


·
            Fraud
      Unit Call and Reporting


·
            Temporary/Limit
      Increase/authorization overrides


·
            Customer
      Authentication





2.
            Provide
      the following change management
services:




·
            Inform
      Harrisburg of technology changes for PAXTON call center utilizing TD’s
      change management process, including Harrisburg participation in TD’s
      change control meetings.  TD will notify Harrisburg in advance
      of any technology changes that will impact
  Harrisburg.





·
            Notice
      to vendors for shared PAXTON call center support shall be handled by TD
      for vendors providing PAXTON infrastructure, and shall supersede
      Harrisburg requests for the same.





·
            Resolve
      conflicts between Harrisburg and TD directions to mutual vendors for
      conflicting system changes through the change management and escalation
      process, including parties’ risk/impact
  assessment.





·
            Minimize
      impact to Harrisburg, to the extent possible, when making changes to the
      PAXTON call center environment.





3. Provide
communication and issue escalation services.  All
  42
  PAXTON
call center technology issues shall be reported to TD.  Harrisburg
will not be specifically notified of PAXTON call center issues unless there is a
reasonable likelihood that such issues will affect Harrisburg.  In the
event that a technology issue does affect Harrisburg, TD will be responsible for
problem determination and issue resolution.  TD will communicate to
Harrisburg the results of findings until the issue is closed, frequency to be
agreed upon by both parties.




4.
            Provide
      Harrisburg with standard service level reports as requested and published
      in Wow! Metrics and Risk Management reporting for operational
      measurement.  Custom reports requested may be handled as
      billable services under this
agreement.




TD will
extend the same standards of service and performance monitoring to Harrisburg as
it applies to its own processing.




B.  Harrisburg
Responsibilities:





1.
            Provide
      TD with account inquiry and update access to Harrisburg accounts as needed
      to support service and support, and call transfer capability into
      Harrisburg telephone banking system
(IVR).




2.
            Provide
      to TD such data and information that may affect maintenance of customer
      call center operations service
continuity.




3.
            Lease
      to TD sufficient space at PAXTON to accommodate approximately 175 agent
      seats and appropriate TD support staff
(4).




4.
            Provide
      TD with training space and 24/7 access to facilities to appropriately
      support TD call center.




5.
            Ensure
      TD with uninterrupted building access (24/7), workspace, configuration
      space for computer and telephony equipment, and a secured
      storage.




6.
            Ensure
      TD is provided with access to data center, wiring closets, telecom
      demarcation points, server racks, patch panels, power sources, data
      communications equipment, telecommunications equipment, servers, and
      workstations.




7.
            Provide
      TD with remote/local support administrative access to computing and
      telecommunications equipment applicable to the provision of services, so
      TD may modify hardware or software configuration as
    necessary.




8.
            Provide
      TD with network port capacity to accommodate computer and telephony
      equipment required for approximately 175 all center agent seats and 4
      support staff.




9.
            Change
      management obligations:




·
            Notify
      TD in advance for Harrisburg technology changes outside the PAXTON call
      center that may/will impact the call center environment.  Such
      changes shall be implemented following TD’s change management and
      escalation process.




43





·
            Restrict
      and enforce Harrisburg controls of its staff to TD infrastructure located
      in PAXTON.





·
            Refer
      to and notify TD of all required vendor communications related to the
      PAXTON infrastructure.





·
            Resolve
      change request conflicts between TD and mutual support vendors through the
      change management and escalation process, to include a risk/impact
      assessment.





10.
              Provide
      communication and issue escalation services.  In the event that
      a technology issue at PAXTON unrelated to the call center infrastructure
      affects the PAXTON call center, Harrisburg shall be responsible for
      problem determination and issue resolution, and shall communicate to TD
      management the results findings until the issue is closed (frequency to be
      agreed upon by both parties).




C.  Fee
and Costs:





Fees.Harrisburg
shall pay $1.75 per customer call handled by TD.




Expenses and
Additional Charges.  TD will reimburse Harrisburg for direct
expenses incurred in fingerprinting and security badge administration for PAXTON
TD employees.  Fees for pass-through expenses, such as special forms,
courier services, special requests, and other charges incurred by TD for goods
and services obtained by TD on Harrisburg’s behalf shall be billed to Harrisburg
at cost.






44




COMPLIMENTARYSTORE
SERVICES





A.  Services to be
provided:





TD shall
provide Harrisburg with Commerce Online services, including Internet banking
administration services, bill payment administration services, and related
support services.




TD shall
rely on information provided by Harrisburg and shall have no obligation or
responsibility to audit, check or verify the items provided, including without
limitation to: (a) verify account names, threshold, limits, addresses, fees and
charges imposed by Harrisburg on its customers and other similar matters; (b)
place stop payments and holds on accounts; and (c) determine the accuracy,
completeness or authenticity of account holders, account information or account
statuses.




B.  Harrisburg
Responsibilities:




1.
            Harrisburg
      shall assume full responsibility for the accuracy, completeness, and
      authenticity of all account holders and account information furnished to
      TD.





2.
            Harrisburg
      shall provide to TD all data, information, management decision(s),
      regulatory interpretations and policy guidelines as TD reasonably
      requires.





3.
            Harrisburg
      shall provide to TD all contact lists and escalation procedures to ensure
      that production problems and other issues requiring attention are
      addressed on a timely basis by the appropriate
    individual(s).





C.  Fees
and Costs:





Fees.  None.





Expenses and
Additional Charges.  Harrisburg shall pay fees for pass-through
expenses (as set forth in the Pricing Exhibit attached hereto), such as third
party processing and materials including but not limited to forms, supplies, and
plastics.  Harrisburg shall furnish (or, if TD agrees to so furnish,
reimburse TD for) any special forms, supplies or courier services applicable to
the provision of the services listed herein.





45


COMPLIMENTARY
STORE SERVICES - Pricing Exhibit




Service
                                                                      Volume
                                                                      Price
                                                                      TotalAnnual
      Charges – License FeesYearly
      Corillian Harrisburg Site
                                                                        Maintenance
                                                                      1
                                                                      $25,000Yearly
      Corillian User Maintenance
                                                                      37,000
                                                                      $1.00Yearly
      Intuit Gold Support Fee (Quicken)
                                                                      1
                                                                      $10,000Monthly
      Charges - License FeesCorillian
      Additional Users
                                                                      
                                                                      $1.90Princeton
      eCom Bill Pay
                                                                      
                                                                      $_**____Current
      Total Due*
      *Based on the current contract with PrincetonEcom, the current price based
      on
                                                                        volume
      tiering is as follows:Paper
      Payments
                                                                      $       0.37Electronic
      Payments
                                                                      $       0.08Current
      % of payments sent electronically
                                                                      76.00%Current
      % of payments sent by paper check
                                                                      24.00%








46


TRANSACTION
SERVICES




A.  Services
to be provided:





TD shall
provide the basic item processing services listed in attached Exhibit A,
including but not limited to Inclearing, POD, Finesort, Mail Rendering, Returns
and Adjustments (“Item Processing”), and shall fulfill the performance standards
set forth in Exhibit B.  TD shall provide sort pattern changes and
application testing services for Harrisburg’s function
migration.  Should Harrisburg desire conversion testing, support and
training in connection with such transaction services, TD shall perform all
necessary work as documented in written statements of work as part of the TD
Project Methodology.




The
service levels set forth below are intended to establish TD’s performance of the
Item Processing prerequisites.





a.
              Service
      levels shall include nine (7) critical service standard
      categories:i.
              Files Extracts – Inclearing and POD Itemsii.
              Statement Rendering – Image and Non-imageiii.
              Transit Cash Letter Processingiv.
              Image Item Storage and Archivev.
              Print Statements and Noticesvi.
              Exceptions Item Pull & Statement Cycle Finesortvii.
              Controlled Disbursementb.
              Service
      level prerequisites shall comprise five (4) levels:i.
              Item/Work Time Deliveryii.
              Incoming Work Qualityiii.
              Outgoing Return Item Payment Decisionsiv.
              Incoming Return Special
Instructions









































B.  HarrisburgResponsibilities:





1.
            Harrisburg
      shall deliver to TD all items in a condition consistent with the generally
      accepted requirements of a high-speed image processing
      operation.





2.
            Harrisburg
      shall assume full responsibility for the accuracy, completeness, and
      authenticity of all items furnished to TD.  TD will rely thereon
      and shall have no obligation or responsibility to audit or check such
      items to (a) verify dates, signatures, amounts, authorizations,
      endorsements, payment notices, collection times, fees and charges imposed
      by Harrisburg on its customers and other similar matters on all items
      delivered to TD; (b) place stop payments and holds on accounts; and (c)
      determine the accuracy of all magnetic ink inscribed or appearing on
      items, regardless of by whom or when
inscribed.





3.
            Harrisburg
      shall provide Inclearing, Un-encoded and Pre-encoded over-the-counter
      items to TD each business day (Monday through Friday) as
      follows:




47




·
            Inclearing
      Items - 100% by 9:00 a.m.


·
            SDS
      Items - 100% by 8:00 a.m.





4.
            Harrisburg
      shall provide to TD such data and information, management decision(s),
      regulatory interpretations and policy guidelines as TD reasonably
      requires.





5.
            Harrisburg
      shall provide to TD contact lists and escalation procedures to ensure that
      production problems and other issues requiring attention are addressed on
      a timely basis by the appropriate
individual(s).





C.  Fees
and Costs:





Basic Services
Fee:





·
            Monthly
      Fees.  Harrisburg shall pay a minimum monthly fee of
      $79,003, as set forth on Exhibit A (Basic Service Fee Schedule at the
      volumes and amounts outlined, less any monthly credits or
      adjustments).





·
            Fee Basis.A
      monthly service fee shall be calculated using average item volumes and
      unit cost pricing per job function.  The fee shall be derived by
      multiplying the item volumes provided by TD, and agreed upon by
      Harrisburg, and published in the Basic Service Fee Schedule, by the
      Harrisburg unit cost factor per
function.




Conversion
Fee.  Harrisburg will pay all software technical support,
application development, file extract creation and associated on-site travel
related expenses (if required) to support the function
migration.  Where appropriate, vendor invoices will be billed directly
to Harrisburg.





Expenses and
Additional Charges.  Fees for pass-through expenses, such as
correspondent bank charges, postage, zip sort, branch hub courier, mailing
supplies, forms and paper, and other charges incurred by TD for goods or
services obtained by TD on Harrisburg’s behalf shall be billed to Harrisburg at
cost, plus any TD service fees if applicable.




Travel
Expenses. Harrisburg shall reimburse any consultants that the Parties
mutually agree to employ for all out-of-pocket expenses such as travel, lodging,
and related expenses, which shall be incurred at the request of and approved by
the Parties.  All other expenses are the responsibility of the
consultant.




Invoicing.TD will produce a
monthly invoice, which is payable by Harrisburg within 30 days of
presentment.




Fee Change
Basis.TD shall apply a 20% volume growth allowance per job
function.  Harrisburg will adjust the unit cost and minimum monthly
fee pricing per function when the allowable growth factor is
exceeded.  The actual volume growth and the resulting staffing and
capital impact will determine the actual adjustment.




48


TRANSACTION
SERVICES




Exhibit
A - Basic Services Fee Schedule




Item Processing
Services





Function
                                                      
                                                      Current
      Volume as of 3/31/06
                                                      
                                                      
                                                      Unit
      Cost ($)Inclearing
                                                      
                                                      
                                                      732,542
                                                      
                                                      
                                                      
                                                      0.021Inclearing
      Rejects
                                                      
                                                      
                                                      14,693
                                                      
                                                      
                                                      
                                                      0POD
                                                      
                                                      
                                                      770,808
                                                      
                                                      
                                                      
                                                      0.035POD
      Rejects
                                                      
                                                      
                                                      10,993
                                                      
                                                      
                                                      
                                                      0Data
      Entry/Recon
                                                      
                                                      
                                                      654,572
                                                      
                                                      
                                                      
                                                      0.024Transit
      Dispatch
                                                      
                                                      
                                                      763,219
                                                      
                                                      
                                                      
                                                      0.003Finesort
                                                      
                                                      
                                                      91,605
                                                      
                                                      
                                                      
                                                      0.022Exceptions
                                                      
                                                      
                                                      45,312
                                                      
                                                      
                                                      
                                                      0.022Inbound
      Returns
                                                      
                                                      
                                                      2,144
                                                      
                                                      
                                                      
                                                      0.109Outbound
      Returns
                                                      
                                                      
                                                      11,020
                                                      
                                                      
                                                      
                                                      0.109Unposted
                                                      
                                                      
                                                      6,006
                                                      
                                                      
                                                      
                                                      0.109DDA
      Statements – Auto
                                                      
                                                      
                                                      96,452
                                                      
                                                      
                                                      
                                                      0.068DDA
      Statements- Checks
                                                      
                                                      
                                                      6,468
                                                      
                                                      
                                                      
                                                      0.068Savings
      Others
                                                      
                                                      
                                                      30,239
                                                      
                                                      
                                                      
                                                      0.068







Other
      Expense
                                              
                                              TD
      Expense
                                              
                                              
                                              Harrisburg
      ExpenseCorrespondent
      Bank Charges
                                              
                                              
                                              
                                              
                                              XPostage
                                              
                                              
                                              
                                              
                                              X –
      pass-throughZip
      Sort
                                              
                                              
                                              
                                              
                                              X –
      pass-throughFederal
      Reserve CourierBranch
      Hub Courier**
                                              
                                              
                                              
                                              
                                              XWeekend/Westbound
      Courier**
                                              
                                              X
                                              
                                              
                                              X –
      direct bill credit **Mailing
      Supplies
                                              
                                              
                                              
                                              
                                              
                                              XForms
      and Paper
                                              
                                              
                                              
                                              
                                              
                                              X





**As
agreed upon between Harrisburg and TD, Branch Hub Courier would be Harrisburg’s
responsibility, while Westbound Courier would remain a TD
charge.  Harrisburg is directly billed for Westbound Courier services
provided by AEX.  A credit adjustment to the monthly transaction
services bill in the amount of $8,442 per month shall be processed until amended
by mutual agreement of the parties, or upon elimination of the service
requirement, i.e. Harrisburg remote
capture site.




49


TRANSACTION
SERVICES




Exhibit
B - Transaction Services Performance Standards




The
measurements and service levels set forth below are intended to ensure TD’s
performance of the services and Harrisburg’s performance of service level
prerequisites.  TD performance standards are measured monthly except
as where noted.




1.  File
Extract




A.
Harrisburg Prerequisite




Inclearing
Items from the Federal Reserve Bank and other financial institutions are
delivered to TD, according to the schedule below.  Over-the-Counter
Items, Transit Items and Pre-encoded Items are presented in a condition
consistent with the generally accepted requirements of a high-speed image
processing operation according to the predetermined
delivery schedule.




Pre-encoded
Items are presented in the standard format of not greater than 250-300 items per
batch, a listing for each bundle, physical item order matches list tape for each
bundle and Credits are pre-encoded.




Inclearing,
Un-encoded and Pre-encoded Over-the-Counter (OTC) items will be delivered to TD
each Business Day (Monday through Friday) as follows: Inclearing Items - 100% by
09:00 and SDS -100% by 08:00.




B.  TD
Service Level Standard




Complete
transmission of Item Posting Files or delivery of CD-ROM according to the
following schedule eighty-nine (89) percent of each month’s Business
Days.




Inclearing
- 18:00 Monday thru Friday, POD Items File –  12:00 a.m. Monday thru
Friday.




2.
Statement Rendering




A.
Harrisburg Prerequisite




For TD IT
Services, delivery of statement print by 8:00 a.m. on the first Business Day
after the Statement Cycle Date. TD to forward the statement cycle file by 05:00
of the first Business Day after the Statement Cycle Date for all statement
cycles.  The delivery of finesorted items in account number order by
17:00 on the Business Day following the Statement Cycle Date for all statement
cycles.  Harrisburg will deliver marketing inserts to TD five (5)
Business Days prior to insertion and must be of a size, format and quality
required by automated statement rendition equipment and acceptable to Harrisburg
and TD.




B.  TD
Service Level Standard




50




Daily
Image Statement Cycles: 100% of non-crippled paper, including mutilated
statements requiring reprint, will be rendered and made available for pickup by
Harrisburg’s zip-sort vendor, 75% on Business Day 1 and 25% on Business Day 2,
after the printed statements are received.




Daily
Non-Image Statement Cycles: 100% of finesorted checks, non-crippled paper,
including mutilated statements requiring reprint, will be rendered and made
available for pickup by Harrisburg’s zip-sort vendor, 75% on Business Day 2 and
25% on Business Day 3, after the printed statements are received.




EOM
Statement Cycle: 100% of month end non-crippled paper, including mutilated
statements requiring reprint, will be rendered and made available for pickup by
Harrisburg’s zip-sort vendor, 20% each Business Day for a total of five (5)
Business Days after the Statement Cycle Date.




TD will
print statements prior to 7:00 on the first Business Day following the Statement
Cycle Date.  The print quality must be consistent with that required
by automated ZIP code sorting equipment and acceptable to Harrisburg, TD and
TD’s zip-sort vendor.




Meet
Service Level Standard ninety-five (95) percent of each month’s Business
Days.




3.
Transit Cash Letter Processing




A.
Harrisburg Prerequisite




Over-the-Counter
Un-encoded and Pre-encoded Items are presented in a condition consistent with
the generally accepted requirements of a high-speed item processing operation
according to the delivery schedule.  Items are presented in the format
of credit(s) before the associated debit(s), not greater than 250-300 Items per
batch, a tape listing for each bundle and the physical Item order matches list
tape for each bundle.




Over-the-Counter
Items and Pre-encoded Items are delivered twice daily to TD on the following
schedule: Monday to Friday, 60% by 19:30, 100% by 21:30.  The MICR
reject rate will not exceed 1%.  If reject rate exceeds 1%, normal
SLA’s will not be applicable.




B. TD
Service Level Standard




On-time
release by TD of Transit Cash Letters to meet deadlines established by the
Federal Reserve Bank of Philadelphia, Liberty Clearing House or other upstream
correspondents utilized by Harrisburg with no more than fifteen (15) cash letter
exceptions per one hundred thousand (100,000) Transit Items processed, said
exception rate to be adjusted over time. Outgoing cash letters will be labeled
according to reasonable Harrisburg requirements and instructions, said
requirements subject to change.




Meet
Service Level Standard ninety-five (95) percent of each month’s Business
Days.




C.
Measurement






51




TD will
provide to Harrisburg monthly Transit Item volume and dollar total, reporting of
Federal Reserve Bank and upstream correspondent cash letter deadline misses,
incoming work time deliveries and volume percentages per run extracted from the
Receive Sentry application.




Harrisburg
will present Cash letter exceptions to TD for review, validation and tracking.
Transit Cash Letter exceptions refer only to free or missing Item conditions
created by TD, encoding errors committed by TD and packaging and labeling errors
reported.




4.
Image Item Storage and Archive




A.
Harrisburg Prerequisite




Inclearing
Items from the Federal Reserve Bank, Clearing House and other financial
institutions and the Over-the-Counter Items, Transit Items and Pre-encoded Items
will be presented in a condition consistent with the generally accepted
requirements and according to schedule and percentages listed in section 2 of
the Customer Deliverables.




B. TD
Service Level Standard




Inclearing
and Over-the-Counter check images will be available to Harrisburg users each
day, Monday through Saturday, between the hours of 07:00 and
20:00.  If the image archive is unavailable as a result of a failure
that is within TD’s scope of control, TD will retrieve Item images from the
archive, or retrieve available original items.




Meet
Service Level Standard ninety-five (95) percent of each month’s Business
Days.




C.
Measurement




TD daily
status reports.  Harrisburg reported instances where archived image
Items access was late or unavailable.




5.
Print Statements and Notices




A.
Harrisburg Prerequisite




Errors
reported to TD as they are reported to Harrisburg by their end-users and
customers.




B. TD
Service Level Standard




TD will
laser print Harrisburg statements in simplex mode as is mutually agreed to by
Harrisburg and TD.  Conventional statement print quality must be
legible and readable, of a quality that is consistent with that required by
automated ZIP code sorting equipment and acceptable to Harrisburg zip-sort
vendor and reasonably acceptable to Harrisburg’s end-user.




Meet
Service Level Standard ninety-five (95) percent of each month’s Business
Days.




C.
Measurement




52




Harrisburg
maintained log of end-Harrisburg complaints, a copy of which will be provided to
TD for review, validation and tracking.




6.
Exception Item Pull and Statement Cycle Finesort




A.
Harrisburg Prerequisite




Transmission
of Exception Item pull file to TD completed prior to 04:00 a.m. on Tuesday or
day following a holiday, 02:30 a.m. on Wednesday through
Saturday.  Transmission of the Harrisburg Statement Cycle Finesort
completed prior to 4:00 am on the designated cycle dates.




B. TD
Service Level Standard




Harrisburg
Exception items will be delivered to MTL Returns unit by 06:30 a.m. on Monday
and Wednesday through Friday Business Days and 08:00 on Tuesday Business Days.
Statement Cycle Finesort will be completed and delivered to the MTL Statement
Rendering unit by 12:00 p.m. on the Business Day following the statement cycle
cut.




Meet
Service Level Standard ninety-five (95) percent of each month’s Business
Days.




C.
Measurement




TD daily
status report.  TD reported instances where file transmissions are not
completed prior to the established time.  Harrisburg internal reported
instances where the exception items and the statement finesort are not available
prior to the established time.




7.
Controlled Disbursement




A.
Harrisburg Prerequisite




Inclearing
Items from the Federal Reserve Bank are delivered to TD in Mt. Laurel by
9:00 a.m.  Incoming SDS items from Mellon Bank, M&T Bank, Citizens
Bank, Bank of America, Wachovia Bank and PNC Bank are delivered to TD by 8:00
a.m. Monday to Friday.  Harrisburg is responsible for notifying TD of
any additional accounts to be added to reporting mechanism or those accounts to
be deleted.  Reporting modifications will take effect 24 hours from
time of notification.




B. TD
Service Level Standard




TD will
capture the above presentment and provide by 11:00 a.m. daily a summary report
of all activity on Harrisburg specified Corporate accounts.  Report
will identify total volume and dollars for each account, and consist of all
checks captured/balanced up through the 11:00 a.m. deadline.  Report
will be dispatched to a designated Harrisburg representative via email and/or
fax.




C.
Measurement






53




TD daily
status reports listing reported instances where the report was not delivered
prior to the established time.




8.
Incoming & Outgoing Returns




A.
Harrisburg Prerequisite




Harrisburg
will complete all Outgoing NSF/UCF payment decisions on D3000 prior to 12 p.m.
daily.  All Unposted payment decisions must be phoned or faxed to TD
Returns unit prior to 12 p.m. daily.  Large Dollar verification
payment decision, requested by TD, must be completed prior to 2
p.m.  Harrisburg must provide any Incoming (RDI) special instruction
requests to TD in a timely matter via email (re: special handling or mailing
address).




B. TD
Service Level Standard




TD will
release Returns Cash Letters to IP to meet deadlines established by the Federal
Reserve Bank of Philadelphia.  All Inclearing Return Items from the
Federal Reserve Bank will be processed the same day received.  TD will
forward all Overdrawn Return Deposited Items the following morning to
Harrisburg’s Security unit via the established internal mail delivery between
the two sites.  The delivery will leave MTL at 6:30 a.m. and arrive at
the Harrisburg Operations Center by 9:30 a.m.




C.
Measurement




TD daily
management reports.  TD reported instances where file transmissions
are not completed prior to the established time.




54





NJ
Services – Additional Service Activities





Network


1.
            McGuire
      Forecasting to service performance modeling & market value
      calculations


2.
            Encore
      new account forms





AML/BSA


3.
            Crystal
      reports for Atchley Suspects, Wires, CIP information
  alerts





Cash
Management


4.
            Secure
      ID tokens


5.
            Remote
      Deposit


6.
            Merchant
      Credit Cards Heartland


7.
            Corporate
      payment notification





Deposit
Loss & Fraud


8.
            Formatting
      and delivery of visa reports





Technology


9.
              A2i
      support and hosting10.
              Lexis
      Nexis file transmission for day 2 processing11.
              Collections
      file transmission – to CARMS Pro application12.
              ATM
      staging and machine certification13.
              PHEAA
      BAI file14.
              Karns
      BAI file15.
              FTP
      transmissions16.
              Data
      Exchange17.
              RDI
      special handling18.
              Credit
      Bureau file transmission (monthly)19.
              AA
      statement file upload to Kirchman Transaction Services
 20.
              Foreign
      check special handling21.
              Administration
      of ORA database



































Other


22.
            Referrals
      to capital market, insurance,
leasing







55


SCHEDULE
A-2




TAIL
SERVICES






Historical
information for AFS, MCIS, subpoena processing and TREEV







56


SCHEDULE
B




MILESTONE
EVENTS




1.
            The
      Parties complete and publish (i) a draft detailed integrated conversion
      and transition plan, project charters to include core, non-core
      applications, services, and infrastructure, by November 28, 2008, and (ii)
      the final detailed integrated conversion and transition plan to include
      ancillary applications by December 15,
2008.




2.
            TD
      provides full file data cuts, effective after nightly processing January
      23, 2009; delivery no later than January 26,
  2009.




3.
            Harrisburg
      completes the network infrastructure build-out by January 31,
      2009.




4.
            TD
      provides all signature cards and snippets by February 23,
      2009.




5.
            Harrisburg
      completes core and noncore data verification conversion by February 23,
      2009.




6.
            TD
      delivers all deposit, check and statement images from July 1, 2008 to
      Current date by March 13, 2009.




7.
            TD
      provides full file data cut, effective date as of April 10, 2009 after
      nightly processing; delivery no later than April 13,
  2009.




8.
            TD
      provides full image file containing eighteen (18) months of all check,
      deposit and statement images by April 10,
2009.




9.
              TD
      provides full file data cut, effective date as of May 15, 2009 after
      nightly processing; delivery immediately following batch processing by an
      agreed AM delivery time on May 16, 2009.10.
              Harrisburg
      completes mock conversion readiness sign-off for live conversion by May
      20, 2009.11.
              TD
      provides full file data cut, effective as of June 12, 2009 after nightly
      processing; delivery immediately following batch processing by an agreed
      AM delivery time June 13, 2009.12.
              Harrisburg
      implements Go-Live Transition on June 13, 2009.13.
              Harrisburg
      completes all Core Services (other than Tail Services) by July 15,
      2009.14.
              The
      Parties complete all Tail Services by August 15, 2009, including TD
      provides seven years of all images including but not limited to check,
      deposit, statement images (the remaining 5.5 years,
      related to Milestone 8) and
reports.









57







SCHEDULE
C


PRIOR
MARKS
  
 Title
                  Reg./App.
      No.
                  Current
      OwnerTHERE’S
      NO PLACE LIKE COMMERCE!
                  3,283,043
                  Commerce
      Bancorp, LLCMONEY
      ROCKS!
                  3,262,905
                  Commerce
      Bancorp, LLCC
      AND DESIGN
                  3,068,258
                  Commerce
      Bancorp, LLCAMERICA’S
      MOST CONVENIENT GIFT
                  3,133,194
                  Commerce
      Bancorp, LLCMAKING
      MONEY MAKE SENSE
                  2,931,623
                  Commerce
      Bancorp, LLCWOW!
      THE CUSTOMER
                  2,961,932
                  Commerce
      Bancorp, LLCAMERICA’S
      #1 BANK
                  3,235,767
                  Commerce
      Bancorp, LLCWOW
      ANSWER GUIDE AND DESIGN
                  2,572,852
                  Commerce
      Bancorp, LLCWOW
      ANSWER GUIDE
                  2,570,816
                  Commerce
      Bancorp, LLCC
      COMMERCE BANK AND DESIGN
                  3,214,418
                  Commerce
      Bancorp, LLCCAMP
      BUSINESS AND DESIGN
                  3,009,960
                  Commerce
      Bancorp, LLCMOST
      CONVENIENT BANK
                  3,204,243
                  Commerce
      Bancorp, LLCC
      AND DESIGN
                  2,506,199
                  Commerce
      Bancorp, LLCCOMMERCE
      C COMMERCIAL LEASING
                  2,795,525
                  Commerce
      Bancorp, LLCCOMMERCE
      TRADEFINANCEDIRECT
                  3,177,453
                  Commerce
      Bancorp, LLCCOMMERCE
      UNIVERSITY
                  3,115,621
                  Commerce
      Bancorp, LLCPENNY
      ARCADE
                  3,102,701
                  Commerce
      Bancorp, LLCRED
      FRIDAY
                  3,104,346
                  Commerce
      Bancorp, LLCCAMP
      BUSINESS
                  2,914,229
                  Commerce
      Bancorp, LLCAMERICA’S
      MOST CONVENIENT INVESTMENTS
                  3,012,501
                  Commerce
      Bancorp, LLCCAMP
      BUSINESS: THE LEARNING JOURNEY
                  2,911,543
                  Commerce
      Bancorp, LLCCOMMERCE
      U C UNIVERSITY AND DESIGN
                  2,996,378
                  Commerce
      Bancorp, LLCTHE
      LEARNING JOURNEY
                  2,862,324
                  Commerce
      Bancorp, LLCAMERICA’S
      MOST CONVENIENT INSURANCE
                  2,922,054
                  Commerce
      Bancorp, LLC
  58
 Title
                  Reg./App.No.
                  Current
      OwnerAMERICA’S
      MOST CONVENIENT BANK
                  2,890,738
                  Commerce
      Bancorp, LLCCOMMERCEWOW!ZONE
                  2,671,666
                  Commerce
      Bancorp, LLCCOMMERCEWOW!
      ZONE AND DESIGN
                  2,680,303
                  Commerce
      Bancorp, LLCCOMMERCE
      TREASURYDIRECT
                  2,839,401
                  Commerce
      Bancorp, LLCCOMMERCE
      CHECKVIEW
                  2,831,145
                  Commerce
      Bancorp, LLCCOMMERCE
                  2,084,001
                  Commerce
      Bancorp, LLCAMERICA’S
      MOST CONVENIENT BANK
                  2,462,917
                  Commerce
      Bancorp, LLCYESBANK.COM
                  2,917,576
                  Commerce
      Bancorp, LLCTHE
      YES BANK
                  2,331,011
                  Commerce
      Bancorp, LLCTHE
      COMMERCE ADVANTAGE
                  2,708,238
                  Commerce
      Bancorp, LLC1-800-YES-2000
                  2,533,220
                  Commerce
      Bancorp, LLCCOMMERCE
      CAPITAL MARKETS
                  2,664,917
                  Commerce
      Bancorp, LLCAMERICA’S
      MOST CONVENIENT BANK
                  2,260,060
                  Commerce
      Bancorp, LLCCAMP-NJ
                  2,555,571
                  Commerce
      Capital Markets, Inc.MONEY
      ROCKS! AND DESIGN
                  78/733,688
                  Commerce
      Bancorp, LLCYOU’VE
      EARNED IT!
                  78/710,749
                  Commerce
      Bancorp, LLCAMERICA’S
      MOST CONVENIENT GIFT
                  78/532,315
                  Commerce
      Bancorp, LLCAMERICA’S
      COMMERCE BANK
                  78/764,450
                  Commerce
      Bancorp, LLCESCROWDIRECT
                  78/545,599
                  Commerce
      Bancorp, LLCCOMMERCE
      REWARDS
                  78/710,746
                  Commerce
      Bancorp, LLCCOMMERCE
      C CAPITAL MARKETS AND DESIGN
                  78/807,821
                  Commerce
      Bancorp, LLCCOMMERCE
      BANC INSURANCE SERVICES
                  78/962,454
                  Commerce
      Bancorp, LLCCOMMERCE
      C BANC INSURANCE SERVICES AND DESIGN
                  78/920,813
                  Commerce
      Bancorp, LLCCOMMERCE
      C WEALTH MANAGEMENT AND DESIGN
                  77/209,408
                  Commerce
      Bancorp, LLC
  59
  Title
                  Reg./App.No.
                  Current
      OwnerCOMMERCE
      WEALTH MANAGEMENT
                  77/190,893
                  Commerce
      Bancorp, LLCCOMMERCE
      BANC INSURANCE AGENCY
                  77/007,716
                  Commerce
      Bancorp, LLCAMERICA’S
      BEST BANK
                  77/026,760
                  Commerce
      Bancorp, LLCCOMMERCE
      INSURANCE SERVICES
                  76/519,871
                  Commerce
      Bancorp, LLCCOMMERCE
      RAPIDDEPOSIT
                  76/595,029
                  Commerce
      Bancorp, LLCWOW
                  76/536,100
                  Commerce
      Bancorp, LLCPENNY
      ARCADE
                  76/977,915
                  Commerce
      Bancorp, LLCWOW!
                  76/519,868
                  Commerce
      Bancorp, LLC










Title
                    Reg./App.
      No.
                    Current
      Owner
                    State
      of Reg.
                      or
      App.C
                    199806232
                    Commerce
      Bancorp, LLC
                    DelawareC
      COMMERCE BANK
                    (200)51856245
                    Commerce
      Bancorp, LLC
                    DelawareCOMMERCE
      NATIONAL
                    (200000)70367
                    Commerce
      Bancorp, LLC
                    DelawareCOMMERCE
      BANK
                    (199)9806231
                    Commerce
      Bancorp, LLC
                    DelawareCOMMERCE
                    9806233
                    Commerce
      Bancorp, LLC
                    DelawareCOMMERCE
      BANK
                    20521
                    Commerce
      Bancorp, LLC
                    New
      JerseyC
                    20522
                    Commerce
      Bancorp, LLC
                    New
      JerseyCOMMERCE
                    20523
                    Commerce
      Bancorp, LLC
                    New
      JerseyCOMMERCE
      NATIONAL
                    20520
                    Commerce
      Bancorp, LLC
                    New
      JerseyC
      COMMERCE BANK
                    22189
                    Commerce
      Bancorp, LLC
                    New
      JerseyCOMMERCE
      BANK
                    N/A
                    Commerce
      Bancorp, LLC
                    Virginia





www.commercepc.com




60




SCHEDULE
D





PENNSYLVANIA
COUNTY LIST








Adams


Berks


Bradford


Carbon


Centre


Clinton


Columbia


Cumberland


Dauphin


Franklin


Fulton


Huntingdon


Juniata


Lackawanna


Lancaster


Lebanon


Luzerne


Lycoming


Mifflin


Monroe


Montour


Northumberland


Perry


Pike


Potter


Schuylkill


Snyder


Sullivan


Susquehanna


Tioga


Union


Wayne


Wyoming


York




61




SCHEDULE
E





PROHIBITED
MARKS





Any
trademark containing:




1.  COMMERCE




2.  MOST
CONVENIENT or MORE CONVENIENT




3.  YES




4.  WOW




5.  A
RED C AS A STANDALONE OR DISTINCTIVE MARK




6.  RED
[DAY OF WEEK]




7.  PENNY
ARCADE












62