Deal

$20.8 Million Secondary Public Offering for Pennsylvania Commerce Bancorp

Blank Rome closed a secondary public offering for Pennsylvania Commerce Bancorp, Inc. ("PA Commerce") of 460,000 shares of its common stock at $49.00 per share. PA Commerce raised net proceeds of $20.8 million. As part of the transaction, Blank Rome assisted PA Commerce in transferring its securities from the Nasdaq SmallCap Market to the Nasdaq National Market.

In addition, on September 29, 2004, Blank Rome closed a private placement transaction in which Commerce Bancorp, Inc. purchased 100,000 shares of PA Commerce's common stock at a purchase price of $45.666 per share. Commerce Bancorp, Inc. also purchased 50,000 shares of PA Commerce's common stock in the public offering. Following the closing of the public offering, Commerce Bancorp, Inc. owned approximately 11.46% of PA Commerce's outstanding common stock.

Sandler O'Neill and Partners, L.P. was the sole bookrunner and lead manager for the secondary offering and Janney Montgomery Scott LLC was the co-manager.

PA Commerce is a $1.2 billion bank holding company headquartered in Camp Hill, Pennsylvania with 24 national stores throughout the Pennsylvania counties of Berks, Cumberland, Dauphin, Lebanon and York. Pursuant to a Network Agreement with Commerce Bancorp, Inc., PA Commerce utilizes Commerce Bancorp, Inc.'s retail business model, has the right to use the "Commerce Bank" name and the "America's Most Convenient Bank" logo, among others, within 34 Pennsylvania counties and is provided with marketing support and various other services.