- Amended Annual Report (10-K/A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

[ X ]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008.

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to__________.

Commission file number 000-50961

PENNSYLVANIA COMMERCE BANCORP, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania	25-1834776
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

3801 Paxton Street, P.O. Box 4999, Harrisburg, PA	17111-0999
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (800) 653-6104

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, $1.00 par value	NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ] Yes [X] No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 of Section 15(d) of the Act.[ ] Yes [X] No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]	Accelerated filer [X]

Non-accelerated filer (Do not check if a smaller reporting company.) [ ]	Smaller reporting company [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No

The aggregate market value of voting stock held by non-affiliates of the registrant as of the last business day of the Company’s most recently completed second fiscal quarter, June 30, 2008, was $107,250,855.

The number of shares of the registrant’s common stock, par value $1.00 per share, outstanding as of February 27, 2009 was 6,488,241.

DOCUMENTS INCORPORATED BY REFERENCE:

Part II incorporates certain information by reference to the registrant’s Annual Report to Shareholders for the fiscal year ended December 31, 2008 (the “Annual Report”).

EXPLANATORY NOTE

This Amendment No.1 on Form 10-K/A amends our Form 10-K for the year ended December 31, 2008, initially filed with the Securities and Exchange Commission on March 16, 2009 (the “original 2008 Form 10-K”). This Form 10-K/A includes information required by Part III of Form 10-K (Items 10, 11, 12, 13, and 14). Our original 2008 Form 10-K stated that information required by these Items would be incorporated by reference to the Company’s definitive proxy statement for the 2009 Annual Meeting of Shareholders, which was to be filed with the Securities and Exchange Commission on or before April 30, 2009.

This Form 10-K/A only amends and restates Items 10, 11, 12, 13, and 14 of Part III of the original 2008 Form 10-K. No other items in the original 2008 Form 10-K are amended hereby. This amendment does not change any previously reported financial results, modify or update disclosures in the original filing, or reflect events occurring after the date of the original filing. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, new certifications of our principal executive officer and principal financial officer are being filed as exhibits to this Amendment No. 1 on Form 10-K/A.

PENNSYLVANIA COMMERCE BANCORP, INC.

FORM 10-K CROSS-REFERENCE INDEX

			Page
Part I.
	Item 1.	Business	1
	Item 1A.	Risk Factors	9
	Item 1B.	Unresolved Staff Comments	12
	Item 2.	Properties	12
	Item 3.	Legal Proceedings	12
	Item 4.	Submission of Matters to a Vote of Security Holders	13
Part II.
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and
		Issuer Purchases of Equity Securities	13
	Item 6.	Selected Financial Data	15
	Item 7.	Management’s Discussion and Analysis of Financial Condition and
		Results of Operations	16
		(The information required by this item is incorporated by reference from the
		Company’s 2008 Annual Report.)
	Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	16
		(The information required by this item is incorporated by reference from the
		Company’s 2008 Annual Report.)
	Item 8.	Financial Statements and Supplementary Data	16
		(The information required by this item is incorporated by reference from the
		Company’s 2008 Annual Report.)
	Item 9.	Changes In and Disagreements with Accountants on Accounting and
		Financial Disclosure (This item is omitted since it is not applicable)	16
	Item 9A.	Controls and Procedures	16
	Item 9B.	Other Information	19
Part III.
	Item 10.	Directors, Executive Officers and Corporate Governance	19
	Item 11.	Executive Compensation	22
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and
		Related Stockholder Matters	37
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	40
	Item 14.	Principal Accounting Fees and Services	44
Part IV.
	Item 15.	Exhibits, Financial Statement Schedules	45
		Signatures

Part I.

Item 1. Business

Forward-Looking Statements

The Company may, from time to time, make written or oral “forward-looking statements”, including statements contained in the Company’s filings with the Securities and Exchange Commission (including the annual report on Form 10-K and the exhibits thereto), in its reports to stockholders and in other communications by the Company, which are made in good faith by the Company pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.

These forward-looking statements include statements with respect to the Company’s beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions that are subject to significant risks and uncertainties and are subject to change based on various factors (some of which are beyond the Company’s control). The words “may”, “could”, “should”, “would”, “believe”, “anticipate”, “estimate”, “expect”, “intend”, “plan” and similar expressions are intended to identify forward-looking statements. The following factors, among others, including those discussed in Item 1A “Risk Factors” and Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this annual report on Form 10-K, could cause the Company’s financial performance to differ materially from that expressed in such forward-looking statements:

·	the Company’s ability to successfully transition all services currently provided to it, by TD Bank, N.A. and Commerce Bancorp LLC (formerly Commerce Bancorp, Inc.) to the Company’s new service provider, Fiserv Solutions, Inc.;

·	the receipt of a $6 million fee from TD Bank if the transition of all services is completed by the required dates as called for in the Transition Agreement between the two parties;

·	whether the transactions contemplated by the merger agreement with Republic First will be approved by the applicable federal, state and local regulatory authorities;

the Company’s ability to complete the proposed merger with Republic First Bancorp, Inc., to integrate successfully Republic First’s assets, liabilities, customers, systems and management personnel into the Company’s operations, and to realize expected cost savings and revenue enhancements within expected timeframes;

the possibility that expected Republic First merger-related charges are materially greater than forecasted or that final purchase price allocations based on fair value of the acquired assets and liabilities at the effective date of the merger and related adjustments to yield and/or amortization of the acquired assets and liabilities are materially different from those forecasted;

·	adverse changes in the Company’s or Republic First’s loan portfolios and the resulting credit risk-related losses and expenses;

·	the effects of, and changes in, trade, monetary and fiscal policies, including interest rate policies of the Board of Governors of the Federal Reserve System;

·	general economic or business conditions, either nationally, regionally or in the communities in which either the Company or Republic First does business, may be less favorable than expected, resulting in, among other things, a deterioration in credit quality or a reduced demand for credit;

·	continued levels of loan quality and volume origination;

·	the adequacy of loss reserves;

·	the impact of changes in financial services’ laws and regulations (including laws concerning taxes, banking, securities and insurance);

·	the willingness of customers to substitute competitors’ products and services for the Company’s products and services and vice versa;

·	unanticipated regulatory or judicial proceedings;

·	interest rate, market and monetary fluctuations;

·	the timely development of competitive new products and services by the Company and the acceptance of such products and services by customers;

·	changes in consumer spending and saving habits relative to the financial services we provide;

·	effect of terrorists attacks and threats of actual war;

·	and the success of the Company at managing the risks involved in the foregoing.

Because such forward-looking statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such statements. The foregoing list of important factors is not exclusive and you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document. The Company does not undertake to update any forward-looking statements, whether written or oral, that may be made from time to time by or on behalf of the Company. For information, concerning events or circumstances after the date of this report, refer to the Company’s filings with the Securities and Exchange Commission (“SEC”).

General

Pennsylvania Commerce Bancorp, Inc. (the “Company”) is a Pennsylvania business corporation, which is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended (the “Holding Company Act”). The Company was incorporated on April 23, 1999 and became an active bank holding company on July 1, 1999 through the acquisition of 100% of the outstanding shares of Commerce Bank/Harrisburg (the “Bank”) the Company’s wholly owned banking subsidiary. On June 15, 2000, the Company issued $5 million of 11.00% Trust Capital Securities through Commerce Harrisburg Capital Trust I, a newly formed Delaware business trust subsidiary of the Company. Proceeds of this offering were invested in the Bank and all $5 million of the Trust Capital Securities qualifies as Tier 1 capital for regulatory capital purposes. On September 28, 2001, the Company issued $8 million of 10.00% Trust Capital Securities through Commerce Harrisburg Capital Trust II (“Trust II”), a newly formed Delaware business trust subsidiary of the Company. Proceeds of this offering were invested in the Bank and all $8 million of the Trust Capital Securities qualifies as Tier 1 capital for regulatory capital purposes. On September 29, 2006, the Company issued $15 million of 7.75% Trust Capital Securities through Commerce Harrisburg Capital Trust III (“Trust III”), a newly formed Delaware business trust subsidiary of the Company. Proceeds of this offering were invested in the Bank and all $15 million of the Trust Capital securities qualifies as Tier 1 Capital for regulatory capital purposes.

Pursuant to a Transition Agreement with TD Bank, N.A. and Commerce Bancorp LLC (formerly Commerce Bancorp, Inc.), which terminated the Network Agreement and Master Services Agreement with Commerce Bank N.A. (now known as TD Bank, N.A.), the Company has a non exclusive royalty free license until September 30, 2009 to continue using the name “Commerce Bank” and, subject to certain limitations, the red “C” logo, within its primary service area. Under the Transition Agreement, certain services provided under the Master Services Agreement were continued until July 15, 2009 or at the Bank’s option, until August 15, 2009, and certain tail services until August 15, 2009. The Bank has entered into a master agreement with Fiserv Solutions, Inc. to provide many of the administrative and data processing services that have been provided by TD Bank. For additional information concerning TD Bank and the transition to Fiserv as a service provider, refer to the discussion in Item 1A “Risk Factors” included in this annual report on Form 10-K.

On November 10, 2008, we announced that we entered into a plan of merger, to acquire Republic First Bancorp, Inc. (“Republic First”) headquartered in Philadelphia, PA. Republic First, with total assets of approximately $952.0 million as of December 31, 2008, will be merged with and into Pennsylvania Commerce and the combined company will be renamed Metro Bancorp, Inc. This transaction is expected to close in the second quarter 2009, subject to regulatory approval for both companies.

As of December 31, 2008, the Company had approximately $2.1 billion in assets, $1.6 billion in deposits, $1.5 billion in total net loans (including loans held for sale), and $114 million in stockholders’ equity. The Bank has applied to be a member of the Federal Reserve System. Substantially all of the Bank’s deposits are insured up to applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (FDIC) to the fullest extent permitted by law. The Company’s total revenues (net interest income plus noninterest income) were $104.1 million and the Company recorded $12.9 million in net income for the year ended December 31, 2008.

The Company’s principal executive offices are located at 3801 Paxton Street, Harrisburg, Pennsylvania 17111, and its telephone number is (800) 653-6104.

As of December 31, 2008, the Company had 1,077 employees, of which 789 were full-time employees. Management believes the Company’s relationship with its employees is good.

Commerce Bank/Harrisburg

The Company has one reportable segment, consisting of Commerce Bank/Harrisburg (the Bank), as described in Note 1 of the Notes to Consolidated Financial Statements for the year ended December 31, 2008 included at Item 8 of this Report.

On July 13, 1984, the Bank filed an application to establish a state-chartered banking institution with the Pennsylvania Department of Banking. On September 7, 1984, the Bank was granted preliminary approval of its application, and on September 11, 1984, was incorporated as a Pennsylvania state-chartered banking institution under the laws of the Commonwealth of Pennsylvania. The Bank opened for business on June 1, 1985.

On October 7, 1994, the Bank was converted from a Pennsylvania state-chartered banking institution to a national banking association under the laws of the United States of America and changed its name to “Commerce Bank/Harrisburg, National Association.” The Bank’s conversion was consummated pursuant to preliminary and conditional approval of the conversion granted by the Office of the Comptroller of the Currency (OCC) on July 5, 1994 in response to a letter of intent to convert to a national bank filed by the Bank with the OCC on April 6, 1994.

On June 3, 2008, Commerce Bank/Harrisburg, N.A. filed an application to convert from a national charter to a state-chartered banking institution with the Pennsylvania Department of Banking. On November 7, 2008, the Pennsylvania Department of Banking approved the application of Commerce Bank/Harrisburg, N.A. to convert from a national bank charter to a state bank charter. As a result of the conversion to a state chartered bank, Commerce Bank/Harrisburg will now be supervised jointly by the Pennsylvania Department of Banking and the FDIC. The Company will continue to be supervised by the Federal Reserve Bank, which supervises all bank holding companies.

The Bank provides a full range of retail and commercial banking services for consumers and small and mid-sized companies. The Bank’s lending and investment activities are funded principally by retail deposits gathered through its retail store office network.

Service Area

The Bank offers its lending and depository services from its main office in Lemoyne, Pennsylvania, and its thirty-two other full-service stores located in Cumberland, Dauphin, York, Berks, Lancaster and Lebanon Counties, Pennsylvania.

Retail and Commercial Banking Activities

The Bank provides a broad range of retail banking services and products including free personal checking accounts and business checking accounts (subject to a minimum balance), regular savings accounts, money market accounts, interest checking accounts, fixed rate certificates of deposit, individual retirement accounts, club accounts, debit card services, and safe deposit facilities. Its services also include a full range of lending activities including commercial construction and real estate loans, land development and business loans, commercial lines of credit, consumer loan programs (including installment loans for home improvement and the purchase of consumer goods and automobiles), home equity and Visa Gold card revolving lines of credit, overdraft checking protection, student loans and automated teller facilities. The Bank also offers construction loans and permanent mortgages for homes. The Bank is a participant in the Small Business Administration Loan Program and is an approved lender for qualified applicants.

The Bank directs its commercial lending principally toward businesses that require funds within the Bank’s legal lending limit, as determined from time to time, and that otherwise do business and/or are depositors with the Bank. The Bank also participates in inter-bank credit arrangements in order to take part in loans for amounts that are in excess of its lending limit or to limit the concentration of lending to any individual. The Company is not dependent on any one or more major customers, and its business is not seasonal.

The Company has focused its strategy for growth primarily on the further development of its community-based retail-banking network. The objective of this corporate strategy is to build earnings growth potential for the future as the retail store network matures. The Company’s store concept uses a prototype or standardized store office building, convenient locations and active marketing, all designed to attract retail deposits. While the Company has not yet announced plans to open any new stores in 2009 it does intend to continue to open multiple stores over the next several years. It has been the Company’s experience that most newly opened store offices incur operating losses during the first 18 to 24 months of operations and become profitable thereafter. The Company’s retail approach to banking emphasizes a combination of long-term customer relationships, quick responses to customer needs, active marketing, convenient locations, free checking for customers maintaining certain minimum balances and extended hours of operation.

Competitive Business Conditions / Competitive Position

The Company’s current primary service area, the south central Pennsylvania area, including portions of Cumberland, Dauphin, York, Berks, Lancaster and Lebanon Counties, is characterized by intense competition for banking business. The Bank competes with local commercial banks as well as numerous regionally based commercial banks, most of which have assets, capital, and lending limits larger than that of the Bank. The Bank competes with respect to its lending activities as well as in attracting demand, savings, and time deposits with other commercial banks, savings banks, insurance companies, regulated small loan companies, credit unions, and with issuers of commercial paper and other securities such as shares in money market funds. Among those institutions, the Bank has a share of approximately 5% of the bank deposits in its market area.

Other institutions may have the ability to finance wide-ranging advertising campaigns, and to allocate investment assets to regions of highest yield and demand. Many institutions offer services, such as trust services and international banking, which the Bank does not directly offer (but which the Bank may offer indirectly through other institutions). Many institutions, by virtue of their greater total capital, can have substantially higher lending limits than the Bank.

In commercial transactions, the Bank’s legal lending limit to a single borrower (approximately $26.4 million as of December 31, 2008) enables it to compete effectively for the business of smaller companies. However, this legal lending limit is lower than that of some of the Bank’s competing institutions and thus may act as a constraint on the Bank’s effectiveness in competing for financing in excess of these limits.

In consumer transactions, the Bank believes it is able to compete on a substantially equal basis with larger financial institutions because it offers longer hours of operation, personalized service and competitive interest rates on savings and time accounts with low minimum deposit requirements.

In order to compete with other financial institutions both within and beyond its primary service area, the Bank uses, to the fullest extent possible, the flexibility which independent status permits. This includes an emphasis on specialized services for the small businessperson and professional contacts by the Bank’s officers, directors and employees, and the greatest possible efforts to understand fully the financial situation of relatively small borrowers. The size of such borrowers, in management’s opinion, often inhibits close attention to their needs by larger institutions. The Bank may seek to arrange for loans in excess of its lending limit on a participation basis with other financial institutions. As of the end of 2008, all participations totaled approximately $32.1 million. Participations are used to more fully service customers whose loan demands exceed the Bank’s lending limit.

The Bank endeavors to be competitive with all competing financial institutions in its primary service area with respect to interest rates paid on time and savings deposits, its overdraft charges on deposit accounts, and interest rates charged on loans.

Supervision and Regulation

The following discussion sets forth certain of the material elements of the regulatory framework applicable to bank holding companies and their subsidiaries and provides certain specific information relevant to the Company. The regulatory framework is intended primarily for the protection of depositors, other customers and the Federal Deposit Insurance Funds and not for the protection of security holders. To the extent that the following information describes statutory and regulatory provisions, it is qualified in its entirety by reference to the particular statutory and regulatory provisions. A change in applicable statutes, regulations or regulatory policy may have a material effect on the business of the Company.

The Company

The Company is subject to the jurisdiction of the Securities and Exchange Commission (“SEC”) and of state securities commissions for matters relating to the offering and sale of its securities and is subject to the SEC’s rules and regulations relating to periodic reporting, reporting to shareholders, proxy solicitation and insider trading.

The Sarbanes-Oxley Act of 2002 implemented a broad range of corporate governance, accounting and reporting measures for companies that have securities registered under the Securities Exchange Act of 1934, such as the Company. Specifically, the Sarbanes-Oxley Act and the various regulations promulgated thereunder, established, among other things: (i) new requirements for audit committees, including independence, expertise, and responsibilities; (ii) additional responsibilities regarding financial statements for the Chief Executive Officer and Chief Financial Officer of the reporting company; (iii) new standards for auditors and the regulation of audits, including independence provisions that restrict non-audit services that accountants may provide to their audit clients; (iv) increased disclosure and reporting obligations for the reporting company and their directors and executive officers, including accelerated reporting of stock transactions and a prohibition on trading during pension blackout periods; (v) a prohibition on personal loans to directors and officers, except certain loans made by insured financial institutions on non-preferential terms and in compliance with other bank regulatory requirements; and (vi) a range of new and increased civil and criminal penalties for fraud and other violations of the securities laws. The Company has addressed the requirements imposed by regulations relating to the Sarbanes-Oxley Act, including forming a Nominating and Corporate Governance Committee (and establishing its charter), adopting a Code of Ethics applicable to the Company’s Chief Executive Officer, Chief Financial Officer and principal accounting officer (in addition to the Code of Conduct already in place for all employees and Board Members of the Company), and meeting NASDAQ’s and the SEC’s procedural and disclosure requirements.

In 1999, the Gramm-Leach-Bliley Act (better known as the Financial Services Modernization Act of 1999) became law. The law permits bank holding companies to become financial holding companies and thereby affiliate with securities firms and insurance companies and engage in other activities that are financial in nature. A bank holding company may become a financial holding company if each of its subsidiary banks is well capitalized, is well managed and has at least a satisfactory rating under the Community Reinvestment Act, by filing a declaration that the bank holding company wishes to become a financial holding company. Also, no regulatory approval is required for a financial holding company to acquire a company, other than a bank or savings association, engaged in activities that are financial in nature or incidental to activities that are financial in nature, as determined by the Federal Reserve Board. The Financial Services Modernization Act defines "financial in nature" to include: securities underwriting, dealing and market making; sponsoring mutual funds and investment companies; insurance underwriting and agency; merchant banking activities; and activities that the Federal Reserve Board has determined to be closely related to banking. A national bank also may engage, subject to limitations on investment, in activities that are financial in nature, other than insurance underwriting, insurance company portfolio investment, real estate development and real estate investment, through a financial subsidiary of the bank, if the bank is well capitalized, well managed and has at least a satisfactory Community Reinvestment Act rating. Banks chartered under the Pennsylvania Banking Code are generally permitted to engage in the same types of activities that are permissible for national banks. Except for the increase in competitive pressures faced by all banking organizations that is a likely consequence of the Act, the Company believes that the legislation and implementing regulations are likely to have a more immediate impact on large regional and national institutions than on community-based institutions engaged principally in traditional banking activities. Because the legislation permits bank holding companies to engage in activities previously prohibited altogether or severely restricted because of the risks they posed to the banking system, implementing regulations impose strict and detailed prudential safeguards on affiliations among banking and non-banking companies in a holding company organization.

The Company is subject to the provisions of the Bank Holding Company Act of 1956, as amended and to supervision and examination by the Federal Reserve Bank (“FRB”). Under the Bank Holding Company Act, the Company must secure the prior approval of the FRB before it may own or control, directly or indirectly, more than 5% of the voting shares or substantially all of the assets of any institution, including another bank (unless it already owns a majority of the voting stock of the bank).

Satisfactory financial condition, particularly with regard to capital adequacy, and satisfactory Community Reinvestment Act ratings are generally prerequisites to obtaining federal regulatory approval to make acquisitions. The Bank is currently rated “satisfactory” under the Community Reinvestment Act. The Company and the Bank are both subject to various regulatory capital requirements administered by Federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Management believes, as of December 31, 2008, that the Company and the Bank meet all capital adequacy requirements to which they are subject. Also, at December 31, 2008, the consolidated capital levels of the Company and of the Bank met the definition of a “well-capitalized” financial institution. For further discussion regarding capital adequacy, please refer to Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as Note 15 of Notes to Consolidated Financial Statements for the year ended December 31, 2008 included in Item 8 in this annual report on Form 10-K.

The Company is required to file an annual report with the Federal Reserve Board and any additional information that the Federal Reserve Board may require pursuant to the Bank Holding Company Act. The Federal Reserve Board may also make examinations of the Company and any or all of its subsidiaries. Further, a bank holding company and its subsidiaries are prohibited from engaging in certain tying arrangements in connection with the extension of credit or provision for any property or service. Thus, an affiliate of the Company, such as the Bank, may not condition the extension of credit, the lease or sale of property or furnishing of any services on (i) the customer’s obtaining or providing some additional credit, property or services from or to the Bank or other subsidiaries of the Company, or (ii) the customer’s refraining from doing business with a competitor of the Bank, the Company or of its subsidiaries. The Company or the Bank may impose conditions to the extent necessary to reasonably assure the soundness of credit extended.

Subsidiary banks of a bank holding company are subject to certain restrictions imposed by the Federal Reserve Act on (i) any extension of credit to the bank holding company or any of its subsidiaries, (ii) investments in the stock or other securities of the bank holding company, and (iii) taking the stock or securities of the bank holding company as collateral for loans to any borrower.

The Bank

The Bank became a state-chartered bank on November 7, 2008, following approval by the Pennsylvania Department of Banking of the Bank’s application to convert from a national bank charter to a state bank charter. As a nationally chartered bank, the Bank had been subject to regulation, supervision and examination by the Office of the Comptroller of the Currency. The Bank is now supervised jointly by the Pennsylvania Department of Banking and the FDIC. The Bank has applied to be a member of the Federal Reserve System. The Bank’s deposits are insured by the FDIC up to applicable legal limits. Some of the aspects of the lending and deposit business of the Bank that are regulated by these agencies include personal lending, mortgage lending and reserve requirements. The Bank is also subject to numerous federal, state and local laws and regulations which set forth specific restrictions and procedural requirements with respect to the payment of dividends to the Company, extension of credit, credit practices, the disclosure of credit terms and discrimination in credit transactions. The approval of these agencies is required for the establishment of additional store offices.

Under the Federal Deposit Insurance Act, subject to certain exceptions, no person may acquire control of the Bank without giving at least sixty days’ prior written notice to the FDIC. Under this Act and its regulations, control of the Bank is generally presumed to be the power to vote ten percent (10%) or more of the Common Stock. The FDIC is empowered to disapprove any such acquisition of control.

The amount of funds that the Bank may lend to a single borrower is limited generally under the Pennsylvania Banking Code of 1965 to 15% of the aggregate of its capital, surplus and undivided profits and capital securities (all as defined by statute and regulation).

The FDIC has authority under the Financial Institutions Supervisory Act to prohibit state banks from engaging in any activity, which, in the FDIC’s opinion, constitutes an unsafe or unsound practice in conducting their businesses. The Federal Reserve Board has similar authority with respect to the Company.

As a consequence of the extensive regulation of commercial banking activities in the United States, the Company’s business is particularly susceptible to being affected by federal and state legislation and regulations, which may affect the cost of doing business.

The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA Patriot Act”) imposes additional obligations on U.S. financial institutions, including banks, to implement policies, procedures and controls, which are reasonably designed to detect and report instances of money laundering and the financing of terrorism. In addition, provisions of the USA Patriot Act require the federal financial institution regulatory agencies to consider the effectiveness of a financial institution's anti-money laundering activities when reviewing bank applications.

National Monetary Policy

In addition to being affected by general economic conditions, the earnings and growth of the Company are affected by the policies of regulatory authorities, including the Pennsylvania Department of Banking, the FRB and the FDIC. An important function of the FRB is to regulate the money supply and credit conditions. Among the instruments used to implement these objectives are open market operations in U.S. Government securities, setting the discount rate, and changes in reserve requirements against bank deposits. These instruments are used in varying combinations to influence overall growth and distribution of credit, bank loans, investments and deposits, and their use may also affect interest rates charged on loans or paid on deposits.

The monetary policies and regulations of the FRB have had a significant effect on the operating results of commercial banks in the past and are expected to continue to do so in the future. The effects of such policies upon the future business, earnings, and growth of the Company cannot be predicted.

Environmental Laws

The costs and effects of compliance with environmental laws, federal, state and local, on the Company are minimal.

Available Information

The Company makes available free of charge under the Investor Relations link on the Company’s website, www.commercepc.com , its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after the Company electronically files such material with, or furnishes to, the SEC. Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at the web address, www.sec.gov .

Item 1A. Risk Factors

The Company’s financial results are subject to a number of risks. The factors discussed below highlight risks that management believes are most relevant to the Company’s current operations. This list does not capture all risks associated with the Company’s business. Additional risks, including those that generally affect the banking and financial services industries and those that management currently believes are immaterial may also negatively impact the Company’s liquidity, financial position, or results of operations.

We plan to continue to grow rapidly and there are risks associated with rapid growth.

Over the past five years we have experienced significant growth in net income, assets, loans and deposits, all of which have been achieved through organic growth. We intend to continue to rapidly expand our business and operations.

Subject to regulatory approvals, we are targeting to open 15-20 new stores over the next five years. The cost to construct and furnish a new store will be approximately $3.1 million, excluding the cost to lease or purchase the land on which the store is located. Our ability to manage growth successfully will depend on our ability to attract qualified personnel and maintain cost controls and asset quality while attracting additional loans and deposits on favorable terms, as well as on factors beyond our control, such as economic conditions and competition. If we grow too quickly and are not able to attract qualified personnel, control costs and maintain asset quality, this continued rapid growth could materially adversely affect our financial performance.

Growth may require us to raise additional capital in the future, but that capital may not be available when it is needed.

We anticipate that our existing capital will satisfy our capital requirements for the foreseeable future. However, we may at some point need to raise additional capital to support continued growth. Our ability to raise additional capital, if needed, will depend on our financial performance and on conditions in the capital markets at that time, which are outside of our control. The current financial crisis affecting the banking system and financial markets, which has resulted in a tightening in the credit markets, could have an adverse effect on our ability to raise additional capital. Accordingly, we cannot assure you of our ability to raise additional capital, if needed, on acceptable terms. If we cannot raise additional capital when needed, our ability to further expand our operations through internal growth, branching, de novo bank formations and/or acquisitions could be materially impaired.

Unfavorable economic and market conditions due to the current global financial crisis may adversely affect our financial position and results of operations.

Economic and market conditions in the United States and around the world have deteriorated significantly and may remain depressed for the foreseeable future. Conditions such as slowing or negative growth and the sub-prime debt devaluation crisis have resulted in a low level of liquidity in many financial markets, and extreme volatility in credit, equity and fixed income markets. These economic developments could have various effects on our business, including insolvency of major customers, an unwillingness of customers to borrow or to repay funds already borrowed and a negative impact on the investment income we are able to earn on our investment portfolio. The potential effects of the current global financial crisis are difficult to forecast and mitigate. As a consequence, our operating results for a particular period are difficult to predict. Distress in the credit markets and issues relating to liquidity among financial institutions have resulted in the failure of some financial institutions around the world and others have been forced to seek acquisition partners. The United States and other governments have taken unprecedented steps in efforts to stabilize the financial system, including investing in financial institutions. There can be no assurance that these efforts will succeed. Our business and our financial condition and results of operations could be adversely affected by (1) continued or accelerated disruption and volatility in financial markets; (2) continued capital and liquidity concerns regarding financial institutions; (3) limitations resulting from further governmental action in an effort to stabilize or provide additional regulation of the financial system; or (4) recessionary conditions that are deeper or longer lasting than currently anticipated.

The cost of renaming and rebranding the Company and the Bank and transitioning certain services from TD Bank to Fiserv may be more costly than anticipated.

Prior to December 30, 2008, the Company and the Bank were parties to a Network Agreement and Master Services Agreement with Commerce Bank N.A. (now known as TD Bank, N.A.). The Network Agreement granted the Company and the Bank the right to use the name “Commerce Bank” together with trademarks and service marks which have been registered by Commerce Bank N.A. and previously utilized in connection with its banking business including, but not limited to, the red “C” logo. Under the Master Services Agreement, TD Bank performed a broad range of administrative and data processing services for the Bank for which the Bank paid various services fees. The Network Agreement and the Master Services Agreement and Addenda were terminated as of December 30, 2008 when the parties executed a Transition Agreement. Under the Transition Agreement, certain services provided under the Master Services Agreement were continued until July 15, 2009 or at the Bank’s option, until August 15, 2009, and certain tail services until August 15, 2009. The Bank has entered into a Master Agreement with Fiserv Solutions, Inc. to provide many of the administrative and data processing services presently provided by TD Bank. If all services provided by TD Bank under the Transition Agreement (except tail services) are terminated on or before July 15, 2009, and if all tail services terminate by or on August 15, 2009, TD Bank will pay the Bank an incentive fee in the amount of $6,000,000. However, if all services other than tail services terminate on or after July 16, 2009 but on or before August 15, 2009 and if all tail services terminate on or before August 15, 2009, the incentive fee will be reduced to $3,250,000. If these deadlines are not met by the Bank, TD Bank will pay no incentive fee. The Transition Agreement also grants the Company and the Bank a non exclusive royalty free license until September 30, 2009 to continue using the name “Commerce Bank” and, subject to certain limitations, the red “C” logo, each in the same form and manner consistent with past practice. By September 30, 2009, the Company intends to change its name to Metro Bancorp, Inc. and both the Bank and Republic First Bancorp, Inc. (Republic First) will rebrand their banking business as Metro Bank and use as their new primary trademark a red “M” logo. Several companies in the United States, including companies in the banking and financial services industries, use variations of the word “Metro” and the letter “M” as part of a trademark or trade name. As such, we face potential objections to our use of these marks. If there are any objections, we may incur additional costs to defend our use, and may be required to further rebrand our banking business. If the transition and conversion process does not proceed as planned, we may receive no incentive fee from TD Bank and incur additional costs.

Changes in interest rates could reduce our income and cash flows.

Our operating income and net income depend to a great extent on our net interest margin, i.e., the difference between the interest yields we receive on loans, securities and other interest earning assets and the interest rates we pay on interest-bearing deposits and other liabilities. These rates are highly sensitive to many factors beyond our control, including competition, general economic conditions and monetary and fiscal policies of various governmental and regulatory authorities, including the Board of Governors of the Federal Reserve System, referred to as "FRB." If the rate of interest we pay on our interest-bearing deposits and other liabilities increases more than the rate of interest we receive on loans, securities and other interest earning assets, our net interest income, and therefore our earnings, could be adversely affected. Our earnings could also be adversely affected if the rates on our loans and other investments fall more quickly than those on our deposits and other liabilities.

We operate in a highly regulated environment; changes in laws and regulations and accounting principles may adversely affect us.

We are subject to extensive regulation, supervision, and legislation which govern almost all aspects of our operations. The laws and regulations applicable to the banking industry could change at any time and are primarily intended for the protection of customers, depositors and the deposit insurance funds. Any changes to these laws or any applicable accounting principles may negatively impact our results of operations and financial condition. While we cannot predict what effect any presently contemplated or future changes in the laws or regulations or their interpretations would have on us, these changes could be materially adverse to our investors and shareholders.

"Anti-takeover" provisions may make it more difficult for a third party to acquire control of us, even if the change in control would be beneficial to shareholders.

We are a Pennsylvania corporation. Anti-takeover provisions in Pennsylvania law and our articles of incorporation and bylaws could make it more difficult for a third party to acquire control of us. These provisions could adversely affect the market price of our common stock and could reduce the amount that shareholders might receive if we are sold. For example, our articles of incorporation provide that our Board of Directors may issue up to 960,000 shares of preferred stock without shareholder approval, subject to the rights of the outstanding preferred shares. In addition, "anti-takeover" provisions in our articles of incorporation and federal and state laws, including Pennsylvania law, may restrict a third party's ability to obtain control of the Company and may prevent shareholders from receiving a premium for their shares of our common stock.

Our common stock is not insured by any governmental agency and, therefore, investment in it involves risk.

Our common stock is not a deposit account or other obligation of any bank, and is not insured by the FDIC, or any other governmental agency, and is subject to investment risk, including possible loss.

Our common stock is currently traded on the NASDAQ Global Select Market. During the twelve months ended December 31, 2008, the average daily trading volume for our common stock was approximately 12,400 shares.

The sale of a large number of these shares could adversely affect our stock price and could impair our ability to raise capital through the sale of equity securities. Sales of our common stock could adversely affect the market price of our common stock and could impair our future ability to raise capital through the sale of equity securities. As of December 31, 2008, there were 6,446,421 shares of our common stock outstanding. Most of these shares are available for resale in the public market without restriction, except for shares held by our affiliates. Generally, our affiliates may either sell their shares under a registration statement or in compliance with the volume limitations and other requirements imposed by Rule 144 adopted by the SEC.

In addition, as of December 31, 2008, we had the authority to issue up to approximately 781,786 shares of our common stock under our stock option plans and 254,801 shares under our Dividend Reinvestment and Stock Purchase Plan.

Our executive officers, directors and other five percent or greater shareholders own a significant percentage of our company, and could influence matters requiring approval by our shareholders.

As of December 31, 2008, our executive officers and directors as a group owned and had the right to vote approximately 24.4% of our outstanding stock and other five percent or greater shareholders owned and had the right to vote approximately 20.1% of our outstanding common stock. These shareholders, acting together, would be able to influence matters requiring approval by our shareholders, including the election of directors. This concentration of ownership might also have the effect of delaying or preventing a change of control of Pennsylvania Commerce.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

As of December 31, 2008, the Company owned 18 properties and leased 24 other properties. The properties owned are not subject to any material liens, encumbrances, or collateral assignments. The principal executive office of the Company is owned and is located at 3801 Paxton Street, Harrisburg, Pennsylvania, 17111. The Bank presently has 33 stores located in the following Pennsylvania counties: Cumberland, Berks, Dauphin, Lebanon, Lancaster, and York.

Item 3. Legal Proceedings

The Company is subject to certain legal proceedings and claims arising in the ordinary course of business. It is management’s opinion that the ultimate resolution of these claims will not have a material adverse effect on the Company’s financial position and results of operations. The Company is not required to make any disclosures pursuant to Section 6707A(e) of the Internal Revenue Code.

Item 4. Submission of Matters to a Vote of Security Holders

There were no matters submitted to a vote of security holders in the fourth quarter of 2008.

Part II.

Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Pennsylvania Commerce Bancorp, Inc. common stock currently trades on the NASDAQ Global Select Market under the symbol COBH. The table below sets forth the prices on the NASDAQ Global Select Market known to us for the period beginning January 1, 2007 through December 31, 2008. As of December 31, 2008, there were approximately 2,200 holders of record of the Company’s common stock.

	Sales Price
Quarter Ended:	High		Low
December 31, 2008	$	31.00	$	22.23
September 30, 2008		33.82		20.81
June 30, 2008		29.39		24.01
March 31, 2008		27.92		23.79
December 31, 2007	$	33.11	$	27.46
September 30, 2007		31.65		22.35
June 30, 2007		29.28		25.20
March 31, 2007		29.26		26.09

Dividends and Dividend History

The Company distributed to stockholders 5% stock dividends in December 1992, and annually from February 1994 through February 2004. The Company also distributed to stockholders a two-for-one stock split (payable in the form of a 100% stock dividend) on August 7, 1995, and on February 25, 2005. Neither the Company nor the Bank has declared or paid cash dividends on its common stock since the Bank began operations in June 1985. The Board of Directors intends to follow a policy of retaining earnings for the purpose of increasing the Company’s and the Bank’s capital for the foreseeable future. Although the Board of Directors anticipates establishing a cash dividend policy in the future, no assurance can be given that cash dividends will be paid.

The holders of Common Stock of the Company are entitled to receive dividends as may be declared by the Board of Directors with respect to the Common Stock out of funds of the Company. While the Company is not subject to certain restrictions on dividends and stock redemptions applicable to a bank, the ability of the Company to pay dividends to the holders of its Common Stock will depend to a large extent upon the amount of dividends paid by the Bank to the Company. Regulatory authorities restrict the amount of cash dividends the Bank can declare without prior regulatory approval. Presently, the Bank cannot declare dividends in one year in excess of retained earnings subject to risk-based capital requirements.

The ability of the Company to pay dividends on its Common Stock in the future will depend on the earnings and the financial condition of the Bank and the Company. The Company’s ability to pay dividends will be subject to the prior payment by the Company of principal and interest on any debt obligations it may incur in the future as well as other factors that may exist at the time.

Information concerning securities authorized for issuance under equity compensation plans is set forth in Footnote 14 to the Consolidated Financial Statements included in the Company’s 2008 Annual Report attached to this Form 10-K as Exhibit 13 and is incorporated herein by reference. Additional information concerning equity compensation plans is included in Part III of this Form 10-K. The Company has prepared a graph comparing the cumulative shareholder return on the Company’s Common Stock as compared to the NASDAQ Bank Index and the NASDAQ Composite Market Index for the years ended December 31, 2004 to December 31, 2008. This graph is included in the Company’s 2008 Annual Report to Shareholders after Table 12 in Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Item 6. Selected Financial Data

Pennsylvania Commerce Bancorp, Inc.
Selected Consolidated Financial Data

		At or For the Year Ended December 31,
(dollars in thousands, except per share data)		2008			2007			2006			2005			2004

Balance Sheet Data:
Total assets		$	2,140,527		$	1,979,011		$	1,866,483		$	1,641,121		$	1,277,367
Loans held for sale			41,148			14,143			15,346			10,585			14,287
Loans receivable (net)			1,423,064			1,146,629			973,033			815,439			638,496
Securities available for sale			341,656			387,166			392,058			380,836			314,065
Securities held to maturity			152,587			257,467			319,628			306,266			209,917
Federal funds sold			0			0			0			0			12,000
Deposits			1,633,985			1,560,896			1,616,777			1,371,062			1,160,547
Short-term borrowings and long-term debt			379,525			296,735			142,200			171,500			13,600
Stockholders' equity			114,470			112,335			101,108			91,643			85,039

Income Statement Data:
Net interest income		$	78,705		$	59,492		$	52,791		$	50,905		$	46,585
Provision for loan losses			7,475			1,762			1,634			1,560			2,646
Noninterest income			25,433			22,823			18,752			14,156			11,296
Noninterest operating expenses			77,909			70,807			59,294			50,403			42,466
Income before income taxes			18,754			9,746			10,615			13,098			12,769
Net income			12,901			7,001			7,254			8,817			8,591

Common Share Data:
Net income per share:	Basic	$	2.02		$	1.11		$	1.18		$	1.47		$	1.75
	Diluted		1.97			1.07			1.12			1.38			1.63
Book value per share			17.60			17.63			16.27			15.07			14.31

Selected Ratios:
Performance:
Return on average assets			0.64	%		0.36	%		0.41	%		0.61	%		0.73	%
Return on average stockholders' equity			11.42			6.59			7.58			9.91			14.78
Net interest margin			4.09			3.30			3.18			3.77			4.28

Liquidity and Capital:
Average loans to average deposits			85.07	%		69.90	%		62.52	%		58.87	%		57.20	%
Average stockholders' equity to average total assets			5.57			5.52			5.40			6.12			4.96
Risk-based capital:	Tier 1		9.67			10.03			10.00			9.79			11.57
	Total		10.68			10.78			10.72			10.61			12.49
Leverage ratio			7.52			7.26			7.31			6.69			7.79

Asset Quality:
Net charge-offs to average loans outstanding			0.11	%		0.07	%		0.13	%		0.02	%		0.14	%
Non-performing loans to total year-end loans			1.88			0.25			0.34			0.31			0.13
Non-performing assets to total year-end assets			1.30			0.17			0.19			0.16			0.11
Allowance for loan losses to total year-end loans			1.16			0.93			0.99			1.12			1.21
Allowance for loan losses to non-performing loans			62			366			287			364			916

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation

The information required by this item is incorporated by reference from the Company’s 2008 Annual Report, which was previously filed on Form 10-K

with the SEC on March 16, 2009.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

The information required by this item is incorporated by reference from the Company’s 2008 Annual Report, which was previously filed on Form 10-K with the SEC on March 16, 2009.

Item 8. Financial Statements and Supplementary Data

The information required by this item is incorporated by reference from the Company’s 2008 Annual Report, which was previously filed on Form 10-K with the SEC on March 16, 2009.

Item 9. Changes and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

The Company, under supervision and with the participation of its management, including its principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934 (Exchange Act). Based on this evaluation, the principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures are adequate and effective as of December 31, 2008 to ensure that material information relating to the Company and its consolidated subsidiaries is made known to them by others within those entities, particularly during the period in which this report was prepared.

During the most recent fiscal quarter, there have been no changes in the Company’s internal control over financial reporting that have materially affected or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Report on Management’s Assessment of Internal Control Over Financial Reporting is provided in the next section.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. The Company conducts periodic evaluations to enhance, where necessary, its procedures and controls.

Management’s Report on Internal Control over Financial Reporting

Pennsylvania Commerce Bancorp, Inc. is responsible for the preparation, integrity, and fair presentation of the consolidated financial statements included in this annual report. The consolidated financial statements and notes included in this annual report have been prepared in conformity with United States generally accepted accounting principles and necessarily include some amounts that are based on management’s best estimates and judgments.

We, as management of Pennsylvania Commerce Bancorp, Inc., are responsible for establishing and maintaining effective internal control over financial reporting that is designed to produce reliable financial statements in conformity with United States generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and disposition of the assets of the Company; provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial statement in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are only being made in accordance with authorizations of management and directors of the Company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements. The system of internal control over financial reporting as it relates to the financial statements is evaluated for effectiveness by management and tested for liability through a program of internal audits. Actions are taken to correct potential deficiencies as they are identified.

Any system of internal control, no matter how well designed, has inherent limitations, including the possibility that a control can be circumvented or overridden and misstatements due to error or fraud may occur and not be detected. Also, because of changes in conditions, internal control effectiveness may vary over time. Accordingly, even an effective system of internal control will provide only reasonable assurance with respect to financial statement preparation.

Management assessed the Company’s system of internal control over financial reporting as of December 31, 2008, in relation to criteria for effective internal control over financial reporting as described in Internal Control – Integrated Framework , issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concludes that, as of December 31, 2008, its system of internal control over financial reporting is effective and meets the criteria of Internal Control – Integrated Framework.

Beard Miller Company LLP, an independent registered public accounting firm, has audited the Consolidated Financial Statements of the Corporation for the year ended December 31, 2008, appearing elsewhere in this annual report, and has issued an attestation report on the effectiveness of the Corporation's internal control over financial reporting as of December 31, 2008, as stated in their report, which is included herein.

/s/ Gary L. Nalbandian

Gary L. Nalbandian

Chairman, President and Chief Executive Officer

(Principal Executive Officer)

/s/ Mark A. Zody

Mark A. Zody

Executive Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

March 12, 2009

Item 9B . Other Information

None.

Part III.

Item 10. Directors, Executive Officers and Corporate Governance

The Company’s Bylaws provide that the Board of Directors will consist of not less than five nor more than twenty-five directors and that all directors will be elected at each annual meeting of shareholders and will serve for a one-year term or until their successors have been duly qualified and elected.

The following table shows the name, age, positions with the Company and the Bank and length of board service for each director.

Name & Age	Position with the Company and the Bank	Director Since

Gary L. Nalbandian, 66	Chairman, President and CEO of the Company and the Bank	1985

James R. Adair, 61	Director of the Company and the Bank	2001

John J. Cardello, CPA, 48	Director of the Company and the Bank	2004

Jay W. Cleveland, Jr., 42	Director of the Company and the Bank	2007

Douglas S. Gelder, 59	Director of the Company and the Bank	1988

Alan R. Hassman, 69	Director of the Company and the Bank	1985

Howell C. Mette, Esquire, 81	Director of the Company and the Bank	1985

Michael A. Serluco, 68	Director of the Company and the Bank	1985

Samir J. Srouji, M.D., 72	Director of the Company and the Bank	1985

Except as otherwise stated below, the principal occupation indicated has been the person’s principal occupation for at least the last five years, based upon information furnished by the nominees.

Gary L. Nalbandian. Mr. Nalbandian, a director of the Bank since 1985 and of the Company since 1999, has been Chairman of the Bank since 1985 and the Company since 1999. Mr. Nalbandian has been President/CEO of the Bank and the Company since February 15, 2002. Mr. Nalbandian has also been the Vice President/Treasurer/Secretary of NAI/Commercial-Industrial Realty Co. (NAI/CIR), Wormleysburg, PA since 2002.

James R. Adair. Mr. Adair, a director of the Bank and of the Company since 2001, is the Owner of Adair Construction Services.

John J. Cardello, CPA. Mr. Cardello, a director of the Bank and of the Company since 2004, is a Partner at Seligman, Friedman and Company, P.C., in York, PA, which engages in the accounting and consulting business.

Jay W. Cleveland, Jr. Mr. Cleveland, a director of the Bank and of the Company since 2007, is the President and CEO of Cleveland Brothers Equipment Company (a Caterpillar dealer) in Murraysville, PA.

Douglas S. Gelder. Mr. Gelder, a director of the Bank since 1988 and of the Company since 1999, is the President and Owner of DSG Development (a land development company) in Hershey, PA.

Alan R. Hassman. Mr. Hassman, a director of the Bank since 1985 and of the Company since 1999, is the President of ARH, Inc. and Keystone Lodging Enterprises, in Camp Hill, PA, which engages in the restaurant and hotel business.

Howel1 C. Mette, Esquire. Mr. Mette, a director of the Bank since 1985 and of the Company since 1999, is a shareholder in the law firm, Mette, Evans & Woodside in Harrisburg, PA.

Michael A. Serluco. Mr. Serluco, a director of the Bank since 1985 and of the Company since 1999 is the owner of Consolidated Properties in Wormleysburg, PA, which engages in the business of real estate investment.

Samir J. Srouji, M.D. Dr. Srouji, a director of the Bank since 1985 and of the Company since 1999 is a physician-surgeon at Plastic Surgery, P.C., in Camp Hill, PA.

EXECUTIVE OFFICERS

The following table shows the name, age, position, and business experience for the past five years of each of the Company’s executive officers as of December 31, 2008 determined in accordance with the rules and regulations of the SEC.

		Positions with the Company and/or its Subsidiaries
Name	Age	Principal Occupation

Gary L. Nalbandian	66	Chairman, President and CEO of the Company and the Bank.


Mark A. Zody, CPA	45	Executive Vice President and Chief Financial Officer
		of the Company and the Bank.

Rory G. Ritrievi	45	Executive Vice President and Market President of the Company
		and the Bank since June 2007; Executive Vice President and
		Chief Lending Officer of the Company and the Bank since
		November 1999. 1

Mark A. Ritter	48	Exective Vice President and Chief Operating Officer of the Company
		and the Bank since October 2007. Prior to joining the Company in October
		2007, Mr. Ritter was the President and CEO of Sterling Financial Trust
		Company from 2001 to October 2007.

James R. Ridd	47	Senior Vice President and Chief Credit Officer of the Company and
		the Bank since October 2004; Senior Vice President and Senior
		Credit Officer of the Company and the Bank since January 2002.

D. Scott Huggins	59	Senior Vice President and Chief Risk Officer of the Company and
		the Bank since December 2004. Prior to joining the Company in December
		2004, Mr. Huggins was Senior Vice President/Chief Auditor of Fulton
		Finanical Corporation from August 1999 to December 2004.

Mr. Ritrievi terminated his employment with the Company and the Bank as of February 23, 2009.

SECTION 16 (a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Our directors, executive officers and persons who own more than 10% of our common stock must file reports with the SEC indicating the number of shares of the Company’s common stock they beneficially own and changes in the beneficial ownership. All such persons are required by the SEC to furnish the Company with copies of all Section 16(a) reports they file.

Based solely on review of the copies of such reports furnished to us and written representations that no other reports were required during the fiscal year ended December 31, 2008, we believe all Section 16(a) filing requirements applicable to these persons were timely complied with, except that (a) Douglas S. Gelder inadvertently filed a Form 4 late in connection with the purchase of shares of common stock and, (b) due to an error in communicating to the individual assigned to assist insiders in filing such reports, all of the Forms 4 that were required to be filed by each director and executive officer in connection with the yearly award of options by the Compensation Committee at its February 22, 2008 meeting were filed one day late.

CORPORATE GOVERNANCE

The corporate governance policies of the Company are set forth in the Corporate Governance Guidelines approved by the Board of Directors. The Corporate Governance Guidelines include information regarding the functions, responsibilities, qualifications and composition of the Board of Directors and other matters. A copy of the Corporate Governance Guidelines, as approved by the Board of Directors can be found on the Company’s website at www.commercepc.com , under the “Investor Relations” section in “Corporate Governance Highlights” and is available in print to any shareholder requesting a copy by writing to the Corporate Secretary at the following address: 3801 Paxton Street, Harrisburg, PA 17111.

The Board of Directors of the Company has established an Audit Committee in accordance with section 3(a)(58)(A) of the Exchange Act. The members of the Audit Committee are John J. Cardello (Chairman), Douglas S. Gelder, James R. Adair, Jay W. Cleveland, Jr. and Samir J. Srouji. The Board has determined that Mr. Cardello, a CPA, is an Audit Committee financial expert, as defined by the SEC.

Our Codes of Business Conduct and Ethics

Our Board of Directors has adopted a Code of Business Conduct and Ethics (“the Code”) for our directors, officers and employees. The Code complies with the requirements of the Sarbanes-Oxley Act of 2002 and NASDAQ listing standards. The Company provides a copy of the Code to each director, officer and employee.

The Company has also adopted a Code of Ethics for Senior Financial Officers that is applicable to its Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Controller and any other person performing similar duties.

Each of the above mentioned codes require that any exception or waiver to any provision for directors or applicable officers be submitted for approval to the Board of Directors and such exceptions will be publicly disclosed as required by law or the NASDAQ rules. A copy of each code can be found under the “Corporate Governance Highlights” in the “Investor Relations” section of the Company’s website at www.commercepc.com and is available in print to any shareholder who requests a copy by writing to the Corporate Secretary at the address shown above.

Item 11. Executive Compensation

COMPENSATION DISCUSSION AND ANALYSIS

Overview

Our Compensation Discussion and Analysis discusses the compensation awarded to our Chief Executive Officer (CEO), Chief Financial Officer (CFO) and our other three most highly compensated executive officers. These executives are referred to as the “named executive officers” in this compensation discussion and analysis. We use the term “executive officers” to refer to all persons designated as “executive officers” under the Exchange Act and its rules and regulations. Specifically, we address the following topics in our discussion and analysis of the compensation of the named executive officers:

·	our compensation philosophy and objectives;

·	what our compensation program is designed to reward;

·	the components of and why we pay each component of our executive compensation program;

·	how each component fits into our overall compensation objectives; and

·	how we have determined the amount for each component of executive compensation, including the roles of our Compensation Committee, our management and the compensation consultant.

Compensation Philosophy

The intent of our executive compensation program is to create an environment in which the Company’s compensation objectives as listed below will be achieved. The program is designed to support the Company’s core values and strategic objectives. We believe in maintaining a competitive compensation package to attract executive talent and ensure continuity of the management team, all with the goal of increasing shareholder value over the long-term. In furtherance of the Company’s objective of aligning the interests of executive officers with the long-terms interests of our shareholders, our compensation program focuses on long-term compensation in the form of stock options. As the grant of stock options allows our executives to share in the growth they create for shareholders, we believe this focus will improve the long-term growth for shareholders.

Compensation Objectives

The objectives of our executive compensation program are as follows:

·	attract, retain, reward and motivate executive officers to achieve the Company’s business objectives;

·	align the interest of executive officers with the long-terms interests of our shareholders;

·	provide compensation packages competitive with those of other similar bank holding companies and banks;

·	encourage stock ownership by our executive officers.

What Our Program is Designed to Reward

Our compensation program is designed to reward hard work; deposit and loan growth; improvement from year to year in total revenues, net income, net income per share and shareholder value; promotion of the Company’s brand and customer loyalty; excellent customer service and long-term service to the Company.

Compensation Components and Why We Pay Each Component

We structure executive compensation to create a relationship between compensation awarded and the individual’s experience, responsibilities and performance, as well as the long-term interests of our shareholders. During 2008, our named executive officers did not have employment, severance or change in control agreements. At the recommendation of the Company’s Compensation Committee, the Board of Directors approved employment agreements for Messrs. Nalbandian, Zody and Ridd, effective February 23, 2009. The Board believed it to be in the best interests of the Company and its shareholders to enter into the employment agreements in an effort to retain the named executive officers and to provide continuity of the executive management team as the Company progresses through the following major events:

·	Termination of the Network Agreement and Master Services Agreement between the Company and TD Bank;

·	Conversion of core system hosting, item processing, deposit and loan processing, electronic banking, data warehousing and various other banking services from TD Bank to Fiserv Solutions, Inc.; and

·	The planned merger with Republic First Bancorp, Inc.

The Company had previously entered into an employment agreement with Mr. Ritter, effective October 15,

2007, his first day of employment with the Company. Also, the Company did not enter an employment agreement with Mr. Ritrievi due to his resignation from the Company on February 23, 2009.

Compensation for our named executive officers consists of the following components:

·	base salary;

·	annual bonus;

·	stock option awards; and

·	other benefits.

Base Salary

Base salaries for our executive officers are intended to be competitive in order to attract and retain executive talent and are dependent upon the executive’s responsibilities, experience and performance. In determining salaries, the Compensation Committee considers the individual’s position, performance and experience as well as the competitive salary data provided by our compensation consultant.

Bonus

Bonuses are intended to provide a direct, discretionary cash incentive to our named executive officers. The Compensation Committee, with input from our chief executive officer with respect to the other named executive officers, in conjunction with information and analysis provided by our compensation consultant concerning bonuses awarded at other companies, uses its judgment in determining the current year bonus for each named executive officer. Periodically, the Compensation Committee determines the amount of any bonuses to be awarded to the named executive officers. In determining bonuses, the Committee reviews and evaluates each executive officer’s performance within the context of the Company’s performance during the previous fiscal year and considers information provided in the compensation consultant’s review.

Option Awards

The focus of the Company’s compensation program is the granting of stock options in order to align executive compensation with the Company’s long-term performance and shareholder return. The stock option program is also designed to recognize the executive’s responsibilities, experience and performance. In determining stock option awards, our Compensation Committee considers the performance of the executive and of the Company during the previous year, information and analysis provided by our compensation consultant and the expected performance of the executive during the current year. Stock options granted in 2008 were reflective of each named executive officer’s 2007 performance as well as the expected contribution of each executive officer to the Company’s future success.

In February 2009, upon ratification by the Board, our Compensation Committee, using the same evaluation criteria discussed above, awarded stock options to our executive officers based on each executive officer’s 2008 performance as well as the expected contribution of each executive officer to the Company’s future success. The exercise price for all stock option grants is the closing price of the Company stock on the NASDAQ Global Select Market on the date of grant. Options granted in February 2009 were valued at $6.10 per share using a Black-Scholes option pricing model in accordance with FAS 123(R).

Beginning in 2006, the Company began expensing stock option grants in accordance with FAS 123(R). When determining the amount of stock options to grant, the Compensation Committee considered the cost of the grant with its potential benefits as a compensation component. We believe that granting stock options effectively balances the objective of aligning executive compensation with the Company’s long-term performance and shareholder return.

Other Benefits

The Company provides the named executive officers with other benefits, reflected in the Summary Compensation Table under the heading, “All Other Compensation.” We believe these benefits are reasonable, competitive and consistent with our overall compensation structure. The cost of these benefits is not material to each named executive officer’s total compensation. Benefits include: life insurance premiums; long-term disability insurance premiums; long-term care insurance premiums; 401(k) matching contributions; personal use of a company car or automobile allowance; and country club dues. We believe that such benefits are comparable to benefits offered to executive officers by other employers and a necessary component of compensation to attract and retain executive officers.

At a level equal to all employees, the Company offers a comprehensive benefits package for health, dental and vision insurance coverage to all full-time employees, including the named executive officers, their spouses and dependent children. The Company pays a portion of the premiums for the coverage selected and the amount paid varies with each health, dental and vision plan. All of the named executive officers have elected one of the standard coverage plans available. The Company does not provide post retirement health, dental or vision benefits to its named executive officers or to any other employee.

The Company offers an employee stock purchase plan to all of our employees in an effort to advance the interests of the Company and our shareholders by encouraging our employees to acquire a stake in the future of the Company through the purchase of shares of our common stock, thereby aligning the interests of the employees with those of our shareholders. Our named executive officers are eligible to participate in this plan on the same terms as all other employees.

Stock Ownership Guidelines

The Compensation Committee believes that it is in the best interests of our shareholders for our executive officers and directors to own the Company’s common stock. “Stock ownership” includes stock owned directly, stock owned indirectly through 401(k) plans and stock option grants. While the Compensation Committee has not established stock ownership guidelines or requirements, we encourage all executive officers and directors to own stock through one of these means.

How Each Compensation Component Fits into Our Compensation Objectives

Each component of our compensation program is designed to provide a competitive compensation package that will attract, retain, reward and motivate our executive officers to achieve the Company’s business objectives. In addition, the stock option program effectively aligns the interests of our executive officers with the long-term interests of our shareholders because the value of the stock options is dependent upon increases in the Company’s stock price after the date that the options are granted. The stock option program also encourages stock ownership by our executive officers. As discounted stock options, reload stock options or re-pricing of stock options would be counter to our objective of aligning the interests of executive officers with the long-terms interests of our shareholders, our stock option plan does not permit such grants. In furtherance of our philosophy of ensuring continuity of management and to encourage a long-term perspective, stock options are not exercisable until one year after the date of grant and then are exercisable ratably over four years. Stock options expire no later than ten years from the date of grant.

How We Have Determined the Amount of Compensation

Role of the Compensation Committee

A central role of the Compensation Committee is to assist our Board in carrying out the Board’s responsibilities relating to the compensation of the Company’s executive officers and directors. Subject to ratification by the full Board of Directors, the Compensation Committee has overall responsibility for oversight, evaluation, assessment and approval of (i) executive officer compensation plans and programs, (ii) all compensation programs involving the issuance of stock options and (iii) director compensation plans and programs. The Compensation Committee typically reviews and determines executive compensation in February of each year. However, in October 2008, the Compensation Committee recommended, and the Company’s Board of Directors approved, increases in base salary and cash bonuses for the named executive officers based upon the significantly increased level of responsibility for each named executive officer associated with each of the following:

·	Termination of the Network Agreement and Master Services Agreement between the Company and TD Bank;

·	Conversion of core system hosting, item processing, deposit and loan processing, electronic banking, data warehousing and various other banking services from TD Bank to Fiserv Solutions, Inc.; and

·	The planned merger with Republic First Bancorp, Inc.

At its February meeting when it sets the named executive officer’s compensation for the year, the Compensation Committee reviews the performance of the Company and each of the named executive officers during the previous year. Factors included in compensation decisions for executive officers include, but are not limited to:

·	financial measurements of the Company’s performance such as asset, deposit and loan growth, total revenues, net income, net income per share, asset quality and shareholder returns;

·	evaluation of the performance of each executive in the following areas:

o	promotion of the Company brand;

o	execution of the Company model;

o	enforcement of the Company culture; and

o	achievement of operational and/or industry excellence by improving the customer experience;

·	competitive data from compensation consultants; and

·	the report of the compensation consultant.

The Committee does not establish individual target performance levels for the Company’s named executive officers. The Committee’s broader and more general approach to setting compensation involves an assessment of the previous year, with a consideration of the economic and regulatory environment during the year and the executives’ response to such environment. The Committee also considers the expected work load and challenges facing the executives in the current year. In setting compensation for 2008, the Committee placed significance on the fact that during 2008, without any additional staff, the Company would implement plans and procedures in order to comply with an agreement that it had entered into with the Office of the Comptroller of the Currency (“OCC”). The Committee also considered the measures that the executives had taken during 2007 to minimize the impact on the Company’s earnings of an extended inverted yield curve. In awarding bonuses for fiscal year 2007, the Committee placed considerable weight on the named executives’ response to additional inquiries from the OCC while continuing to run the business in addition to the executives’ implementation of plans and procedures in order to comply with the agreement with the OCC.

Our Compensation Committee generally does not follow compensation formulas or react to short-term changes in the Company’s performance in determining the amount and mix of compensation components. We do not believe that it is appropriate to establish compensation levels primarily based on benchmarking. We believe that information regarding pay practices at other banks and bank holding companies is useful, in that we recognize that our compensation practices must be competitive in the marketplace. However, this marketplace information is only one of the factors that we consider in assessing the level and compensation of executive officer compensation. See the discussion below regarding the role of the compensation consultant in determining executive compensation.

Role of Management in Determining or Recommending Compensation

Committee Chairman Hassman works with Chief Executive Officer (“CEO”) Nalbandian in establishing meeting agendas. The Committee typically meets with the CEO and other executive officers in its general discussions of our compensation policies and programs. However, the Committee meets in executive session without any members of management present to determine specific compensation packages for the named executive officers. The CEO provides the Committee with performance evaluations and makes recommendations concerning the amount and composition of compensation to be awarded to our named executive officers, excluding himself. In addition, the Committee has opportunities throughout the year to observe the performance of the named executive officers during monthly Board of Directors meetings when the executives present to the Board the financial performance and associated risks in each executive’s area of responsibility. The Compensation Committee reviews and considers the CEO’s recommendations and makes a final determination, subject to ratification by the full Board.

Role of Compensation Consultant in Determining Executive Compensation

The Compensation Committee periodically retains the services of the Pierson Group, an independent compensation consultant, to evaluate the Company’s executive compensation. The Compensation Committee directed the consultant to review and compare salary, bonus and stock option awards for the Company’s named executive officers (those named in The Company’s 2007 Proxy Statement) to several groups of banks and bank holding companies similar in size to the Company, as well as those banks with which the Company directly competes. Because neither the Chief Operating Officer nor the Chief Credit Officer were named executive officers in 2006, they were not included in the review. The review did provide market data for the Chief Operating Officer position at comparable banks and bank holding companies even though the position was vacant for the Company at that time.

In its review and comparison, The Pierson Group used published salary surveys and Proxy Statement compensation data of the following banks and bank holding companies:

Organization
ACNB Corp. (PA) Alliance Financial Corp. (NY) AmeriServ Financial Inc. (PA) Arrow Financial (NY) Berkshire Bancorp (NY) Bryn Mawr Bank Corp. (PA) Center Bankcorp (NJ) Citizens & Northern (PA) CNB Financial Corp. (PA) Community Banks, Inc. (PA) First Chester (PA) First Mariner Bancorp (MD) First United Corp. (MD) First National Community Bancorp (PA) First of Long Island (NY)	Fulton Financial (PA) Greater Community Bancorp (NJ) IBT Bancorp Inc. (PA) Intervest Bancshares (NY) Leesport Financial Corp (PA) National Penn Bancshares, Inc. (PA) Peapack Gladstone (NJ) Republic First Bancorp (PA) Royal Bancshares of PA (PA) Shore Bancshares Inc. (MD) State Bancorp Inc. (NY) Sterling Financial Corp. (PA) Suffolk Bancorp (NY) Susquehanna Bancshares (PA)

The Pierson Group reported to the Committee that the 2006 base salaries of the Company’s CEO, CFO and Chief Risk Officer were below the median or 50 th percentile, of the competitive market. The base salary of the Chief Lending Officer was above the median, but well less than the 75 th percentile. With respect to bonuses, the Pierson Group reported that bonus levels as a percent of base salary were considerably less than the market levels. Stock option grants, however, were found by the consultant to exceed those offered by competitive banks (although not sufficiently high to make up for the competitive gap in total direct compensation). The Compensation Committee reviewed the information provided by the consultant and determined that the Company’s executive compensation program is consistent with the Company’s practice of focusing on stock option grants while maintaining competitive, short-term cash compensation. The Compensation Committee determined that the salary, bonus and stock option awards (considered to be total direct compensation by the compensation consultant) for each named executive officer in 2008 fell within a reasonable range of compensation paid to executive officers of comparable companies and was consistent with the Compensation Committees’ desire to target compensation for the Company’s named executive officers to the top 25 th percentile.

Chief Executive Officer Compensation

In determining salary and bonus for Mr. Nalbandian, the Compensation Committee evaluated his individual performance, within the context of the Company’s performance, as well as his individual contributions to the Company’s performance. His bonus was awarded based upon that evaluation. The additional base salary awarded to Mr. Nalbandian by the Board of Directors in November 2008 was due to his significantly increased responsibilities as previously mentioned with respect to the termination of the agreements with TD Bank, the conversion of the Banks’ systems to a new service provider and his negotiation and due diligence regarding the pending merger with Republic First Bancorp.

Mr. Nalbandian was awarded stock options in 2008 based upon his 2007 individual performance as well as his expected contribution to the Company’s future success. He was awarded stock options in February 2009 based upon his 2008 performance as well as his expected contribution to the Company’s future success.

The Compensation Committee believes that the 2008 compensation for Mr. Nalbandian is consistent with the Company’s compensation philosophy and objectives.

Other Executive Officer Compensation

The Compensation Committee believes salaries are dependent upon the responsibilities, experience and performance of each executive officer.

In determining bonuses for Messrs. Zody, Ritrievi, Ritter, and Ridd, we evaluated the individual performance of each executive, within the context of the Company’s performance, and the individual contribution of each executive to the Company’s performance. Bonuses were awarded based on that evaluation.

Each executive officer was awarded stock options in 2008 reflective of the individual performance of each executive in 2007 as well as the expected contribution of each executive to the Company’s future success. The named executive officers were awarded stock options in February 2009 based upon the individual performance of each executive in 2008 as well as the expected contribution of each executive to the Company’s future success.

The Compensation Committee believes that the 2008 compensation for these executives is consistent with our overall compensation philosophy and objectives.

Summary Compensation Table for Fiscal Year 2008

The following table is a summary of certain information concerning the 2006, 2007and 2008 compensation awarded or paid to, or earned by the Company’s Chief Executive Officer, Chief Financial Officer and each of the Company’s other three most highly compensated executive officers during 2008, collectively referred to as the “named executive officers”.

						Option		All Other
Name and		Salary		Bonus		Awards		Compensation		Total
Principal Position	Year	($)		($)		($) 1		($) 2		($)

Gary L. Nalbandian	2008	$	397,600	$	50,000	$	229,453	$	37,824	$	714,877
Chairman, President and	2007		345,000		50,000		145,651		32,114		572,765
Chief Executive Officer	2006		325,000		30,000		67,760		29,581		452,341
of the Company and the Bank

Mark A. Zody	2008	$	205,500	$	32,000	$	79,481	$	18,291	$	335,272
Executive Vice President and	2007		175,000		20,000		50,746		16,644		262,390
Chief Financial Officer	2006		162,500		15,000		24,200		16,115		217,815
of the Company and the Bank

Rory G. Ritrievi	2008	$	234,700	$	32,000	$	86,958	$	13,262	$	366,920
Executive Vice President	2007		205,000		20,000		55,611		11,139		291,750
and Chief Lending Officer	2006		192,500		15,000		26,620		9,724		243,844
of the Company and the Bank 3

Mark A. Ritter	2008	$	205,300	$	8,000	$	19,739	$	17,430	$	250,469
Chief Operating Officer
of the Company and the Bank 4

James R. Ridd	2008	$	167,300	$	16,000	$	26,171	$	6,637	$	216,108
Chief Credit Officer	2007		154,000		10,000		17,028		5,780		186,808
of the Company and the Bank	2006		150,000		5,000		8,079		5,609		168,688

This column shows the dollar amount recognized for financial statement reporting purposes for the years listed for the fair value of stock options granted to each of the named executive officers in accordance with FAS 123(R). This amount includes options granted in 2006, 2007 and 2008, as vesting for options granted prior to July 1, 2005 was accelerated in December 2005. Options granted in 2008 were valued at $10.53 using a Black-Scholes option pricing model in accordance with FAS 123(R). For a discussion of the valuation assumptions used, see Note 14 to the Company’s Notes to Consolidated Financial Statements included in the Company’s annual report on Form 10-K for the year ended December 31, 2008.

Includes for fiscal year 2008 (a) annual retainer and monthly director meeting fees for Mr. Nalbandian of $25,900; (b) contributions by the Bank to the executive officer’s 401(k) Retirement Savings Account in the amounts of $5,576 for Mr. Nalbandian, $5,662 for Mr. Zody, $5,659 for Mr. Ritrievi, $5,501 for Mr. Ritter, and $4,512 for Mr. Ridd, and (c) Long Term Care insurance premiums in the amounts of $1,951 for Mr. Nalbandian, $842 for Mr. Zody, $842 for Mr. Ritrievi, $979 for Mr. Ritter, and $864 for Mr. Ridd. Amounts in this column also include the personal use of a Bank provided automobile for Messrs. Nalbandian, Zody, Ritrievi and Ridd; car allowance paid to Mr. Ritter; amounts paid for country club dues for Mr. Ritrievi and Mr. Ritter; and amounts paid for life insurance premiums and long-term disability premiums for Mr. Zody.

Mr. Ritrievi terminated his employment with the Company on February 23, 2009.

Mr. Ritter commenced his employment with the Company in October 2007 and, therefore, was not a named executive officer in 2007 or 2006.

Employee Stock Option Plan

In 1996, the Company’s shareholders approved the 1996 Employee Stock Option Plan (the “1996 Plan”) which provided for 1,254,738 shares of common stock (adjusted for all stock dividends and stock splits) for issuance under the 1996 Plan to officers and key employees of the Company and the Bank. Pursuant to the 1996 Plan, stock options were granted which qualify under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), as incentive stock options as well as stock options that do not qualify as incentive stock options. The 1996 Plan expired on December 31, 2005 and no further options may be granted under the 1996 Plan. As of December 31, 2008, options to purchase 393,958 shares of the Company’s common stock (as adjusted for all stock dividends and stock splits) were outstanding under the 1996 Plan.

In 2005, the Board of Directors adopted and the Company’s shareholders approved the adoption of the 2006 Employee Stock Option Plan (the “2006 Plan”) for the officers and employees of the Company and the Bank. The 2006 Plan commenced January 1, 2006 and replaced the 1996 Plan. We reserved 1,000,000 shares of common stock for issuance under the 2006 Plan. The 2006 Plan will expire December 31, 2015. The purpose of the 2006 Plan is to provide additional incentive to officers and employees of the Company and the Bank by encouraging them to invest in the Company’s common stock and thereby acquire a proprietary interest in the Company and an increased personal interest in the Company’s continued success and progress. As of December 31, 2008, options to purchase 349,223 shares of the Company’s common stock were outstanding under the 2006 Plan.

The 1996 Plan and the 2006 Plan are collectively referred to as the “Employee Plans”.

The Employee Plans are administered by the Compensation Committee, which is appointed by the Board of Directors and consists only of independent directors who are not eligible to receive options under the Employee Plans. The Compensation Committee determines, among other things, which officers and employees receive an option or options, the type of option (incentive stock options or non-qualified stock options, or both) to be granted, the number of shares subject to each option, the rate of option exercisability and, subject to certain other provisions to be discussed below, the option price and duration of the option. Incentive stock options first exercisable by an employee in any one year under the Employee Plans may not exceed $100,000 in value (determined at the time of grant). The Compensation Committee may, in its discretion, modify or amend any of the option terms herein described, provided that if an incentive stock option is granted, the option as modified or amended continues to be an incentive stock option.

In the event of any change in the capitalization of the Company, such as by stock dividend, stock split or what the Board of Directors deems in its sole discretion to be similar circumstances, the aggregate number and kind of shares which may be issued under the Employee Plans will be appropriately adjusted in a manner determined in the sole discretion of the Board of Directors. The option price for options issued must be at least equal to 100% of the fair market value of the Company’s common stock as of the date the option is granted.

Options granted after July1, 2005 pursuant to the Employee Plans are not exercisable until one year after the date of grant and then are exercisable evenly over four years from the date of grant. The Compensation Committee has the authority to provide for a different rate of option exercisability for any optionee.

Except as otherwise authorized by the Compensation Committee with respect to non-qualified stock options only, options are not transferable, except by will or the laws of descent and distribution in the event of death.

Under the Employee Plans, unless terminated earlier by the option's terms, both incentive stock options and non-qualified stock options expire ten years after the date they are granted. Options terminate three months after the date on which employment is terminated, other than by reason of retirement, death or disability. The option terminates three years from the date of termination due to retirement or death and one year from the date of termination due to disability (but not later than the scheduled termination date). During an optionee's lifetime, the option is exercisable only by the optionee including, for this purpose, the optionee's legal guardian or custodian in the event of disability.

During 2008 the Company granted stock options to purchase an aggregate of 138,525 shares of the Company’s common stock at an average price of $27.00 per share under the 2006 Commerce Employee Stock Option Plan. During 2008 a total of 108,095 options were exercised under the Employee Plans.

On December 16, 2005 the Company’s Board of Directors approved the accelerated vesting of all outstanding unvested stock options awarded prior to July 1, 2005 to employees and directors. This acceleration was effective as of December 18, 2005. The decision to accelerate the vesting of the options was to enable the Company to reduce the amount of non-cash compensation expense that would have been recorded in the Company’s income statement in future periods upon the adoption of Financial Accounting Standards Board (FASB) Statement No. 123(R), “Share-Based Payment” in January 2006. The Company has placed a restriction on the members of senior management and the Board of Directors that prevents the sale, or any other transfer, of any stock obtained through exercise of an accelerated option prior to the earlier of the original vesting date or the individual’s termination of employment.

Executive Stock Option Grants in Fiscal Year 2008

The following table shows the stock options granted to the named executive officers in 2008.

GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2008

				Exercise or		Grant Date Fair
	Grant	Number of Securities		Base Price		Value of Stock
Name	Date	Underlying Options 1		of Option Awards 2		and Option Awards 3

Gary L. Nalbandian	2/22/2008		32,000	$	27.00	$	336,879

Mark A. Zody	2/22/2008		11,000		27.00		115,802

Rory G. Ritrievi	2/22/2008		12,000		27.00		126,329

Mark A. Ritter	2/22/2008		9,000		27.00		94,747

James R. Ridd	2/22/2008		3,500		27.00		36,846

This column shows the number of stock options granted in 2008 to each named executive officer. These options are not exercisable until one year after the date of grant and then vest evenly over a four-year period beginning February 22, 2009. Continuation of employment is the only vesting condition.

This column shows the exercise price for the options granted in 2008 to each named executive officer. This was the closing market price on the date of grant of these options.

This column shows the full grant date fair value, under FAS 123(R), of stock options granted to each named executive officer in 2008. The full grant date fair value is the total amount the Company will recognize for financial statement reporting purposes over the option awards vesting schedule. Options granted in 2008 were valued at $10.53 using a Black-Scholes option pricing model in accordance with FAS 123(R). For a discussion of the valuation assumptions used, see Note 14 to the Company’s Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008.

OUTSTANDING EQUITY AWARDS AT 2008 FISCAL YEAR-END

The table on the following page sets forth certain information as of December 31, 2008 regarding the number of vested and unvested stock option awards for each named executive officer, as adjusted for all stock splits and stock dividends through December 31, 2008. Each grant is shown separately for each named executive officer.

		Number of Securities	Number of Securities
		Underlying	Underlying	Option	Option
	Option	Unexercised Options-	Unexercised Options-	Exercise	Expiration
Name	Grant Date	Exercisable	Unexercisable 1	Price 2	Date

Gary L. Nalbandian	11/17/2000	24,309		$ 12.13	11/17/2010
	11/16/2001	34,728		15.55	11/16/2011
	2/21/2003	31,499		17.98	2/21/2013
	2/20/2004	30,000		25.38	2/20/2014
	2/18/2005	22,500		33.50	2/18/2015
	2/17/2006	14,000	14,000	31.25	2/17/2016
	2/16/2007	8,125	24,375	28.51	2/16/2017
	2/22/2008		32,000	27.00	2/22/2018


Mark A. Zody	11/17/2000	6,077		$ 12.13	11/17/2010
	11/16/2001	8,102		15.55	11/16/2011
	2/21/2003	8,399		17.98	2/21/2013
	2/20/2004	8,500		25.38	2/20/2014
	2/18/2005	5,250		33.50	2/18/2015
	2/17/2006	5,000	5,000	31.25	2/17/2016
	2/16/2007	2,750	8,250	28.51	2/16/2017
	2/22/2008		11,000	27.00	2/22/2018


Rory G. Ritrievi	11/17/2000	9,938		$ 12.13	11/17/2010
	11/16/2001	11,576		15.55	11/16/2011
	2/21/2003	10,500		17.98	2/21/2013
	2/20/2004	10,000		25.38	2/20/2014
	2/18/2005	6,250		33.50	2/18/2015
	2/17/2006	5,500	5,500	31.25	2/17/2016
	2/16/2007	3,000	9,000	28.51	2/16/2017
	2/22/2008		12,000	27.00	2/22/2018


Mark A. Ritter	2/22/2008		9,000	$ 27.00	2/22/2018


James R. Ridd	11/17/2000	6,077		$ 12.13	11/17/2010
	11/16/2001	5,788		15.55	11/16/2011
	2/21/2003	5,250		17.98	2/21/2013
	2/20/2004	5,000		25.38	2/20/2014
	2/18/2005	3,000		33.50	2/18/2015
	2/17/2006	1,750	1,750	31.25	2/17/2016
	2/16/2007	875	2,625	28.51	2/16/2017
	2/22/2008		3,500	27.00	2/22/2018

These options vest at a rate of 25% of the total grant per year, beginning one year after the grant date. Accordingly, options granted in 2006, 2007 and 2008 will be fully vested in February 2010, 2011, and 2012 respectively.

This was the closing market price (adjusted for stock dividends and stock splits) of the Company’s common stock on the date of grant of these options.

OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2008

	Number of Shares
	Acquired	Value Realized
Name	on Exercise	On Exercise

Gary L. Nalbandian	52,326 1	$866,532

Mark A. Zody	18,312 2	302,314

Rory G. Ritrievi	-	-

Mark A. Ritter	-	-

James R. Ridd	13,081 3	213,657

On November 13, 2008, Mr. Nalbandian exercised 26,801options with an exercise price of $10.73 per share. Upon exercise, Mr. Nalbandian surrendered 11,279 shares of Company stock with a market price of $25.50 per share to cover the exercise cost. As a result, he received 15,522 net shares. On December 10, 2008, Mr. Nalbandian also exercised 25,525 options with an exercise price of $9.11 per share. Upon exercise, Mr. Nalbandian surrendered 8,442 shares of Company stock with a market price of $27.55 per share to cover the exercise cost. As a result, he received 17,083 net shares.

On November 20, 2008, Mr. Zody exercised 9,379 options with an exercise price of $10.73 per share. Upon exercise, Mr. Zody surrendered 3,963 shares of Company stock with a market price of $25.40 per share to cover the exercise cost. As a result, he received 5,416 net shares. On December 10, 2008, Mr. Zody also exercised 8,933 options with an exercise price of $9.11 per share. Upon exercise, Mr. Zody surrendered 2,954 shares of Company stock with a market price of $27.55 per share to cover the exercise cost. As a result, he received 5,979 net shares.

On November 13, 2008, Mr. Ridd exercised 6,700 options with an exercise price of $10.73 per share. Upon exercise, Mr. Ridd surrendered 2,831 shares of Company stock with a market price of $25.50 per share to cover the exercise cost. He received 3,869 net shares. On December 16, 2008, Mr. Ridd also exercised 6,381 options with an exercise price of $9.11 per share. Upon exercise, Mr. Ridd surrendered 2,138 shares of Company stock with a market price of $27.19 per share to cover the exercise cost. He received 4,243 net shares.

Potential Payments Upon Termination or Change in Control

Upon termination of employment for any reason, each named executive officer would be entitled to receive payment of salary for time worked through the date of termination of employment. In addition, except in the event of termination due to misconduct, each executive would be entitled to exercise all vested unexercised stock options as shown in the Outstanding Equity Awards table. In the event of termination due to misconduct, as determined in the reasonable judgment of management of Commerce, all stock options granted shall be forfeited and rendered unexercisable.

The Employee Stock Option Plan does not provide for accelerated vesting of options in the event of a change in control of the Company. Consequently, if a change in control of the Company had occurred on December 31, 2008 (the last business day of the year), each of the named executive officers would have been entitled to exercise all of the vested unexercised stock options listed in the column “Number of Securities Underlying Unexercised Options-Exercisable” in the Outstanding Equity Awards table. The closing price of Commerce's common stock on December 31, 2008 was $26.66.

As of December 31, 2008, except for Mr. Ritter, the named executive officers did not have employment agreements or any other benefit arrangement that would be triggered by a termination of employment. Mr. Ritter’s employment agreement provides that he will receive the following if his employment is terminated other than for cause or if he should resign for good reason (as defined in his employment agreement):

Full base salary through the date of termination in accordance with the regular payroll practices of the Company and any other compensation due for services rendered.

A lump sum severance payment equal to two (2) times his average annual base salary in effect during the twenty-four (24) months immediately preceding his termination. As of December 31, 2008, this amount would have been $410,600.

Participation in medical, disability, hospitalization and life insurance benefits for a period of one (1) year, except that should he accept subsequent employment during the one (1) year period following the date of termination, continuation of any medical, disability, hospitalization or life insurance will cease to the extent any such benefit is provided though his subsequent employer.

DIRECTOR COMPENSATION FOR FISCAL YEAR 2008

The following table lists the total compensation paid to the Company’s non-employee directors in 2008.

Name	Fees Earned or Paid in Cash		Option Awards ($) 1		All Other Compensation ($)		Total ($)

James R. Adair	$	40,400	$	31,827		n/a	$	72,227

John J. Cardello, CPA		46,600		31,827		n/a		78,427

Jay W. Cleveland, Jr.		21,200		9,933		n/a		31,133

Douglas S. Gelder		36,200		31,827		n/a		68,027

Alan R. Hassman		27,900		31,827		n/a		59,727

Howell C. Mette		32,000		31,827		n/a		63,827

Michael A. Serluco		34,900		31,827		n/a		66,727

Samir J. Srouji, M.D.		33,500		31,827		n/a		65,327

This column shows the dollar amount recognized for financial statement purposes during 2008 for the fair value of stock options granted to the Company’s non-employee directors during 2008, in accordance with Financial Accounting Standards Board Statement No. 123(R), “Share Based Payment” (“FAS 123(R)”). This amount includes options granted in 2006, 2007 and 2008, as vesting for options granted prior to July 1, 2005 was accelerated in December 2005. Except in the event of a change in control of the Company, options granted after July 1, 2005 vest at a rate of 25% per year, beginning one year after the date of grant. The full grant date fair value, under FAS 123(R), of options granted to each non-employee director in 2008 was $47,679. This is the amount the Company will recognize for financial statement reporting purposes over the award’s vesting schedule. Options granted in 2008 were valued at $10.65 using a Black-Scholes option pricing model in accordance with FAS 123(R). For a discussion on the valuation assumptions used, see Note 14 to the Company’s Notes to Consolidated Financial Statements included in the Company’s annual report on Form 10-K for the year ended December 31, 2008. As of December 31, 2008, the aggregate number of unexercised options held by each non-employee director was as follows:

	Number of Options
Name	Vested	Unvested

James R. Adair	16,835	9,663

John J. Cardello, CPA	9,653	9,663

Jay W. Cleveland, Jr.	-	4,475

Douglas S. Gelder	24,017	33,680

Alan R. Hassman	24,017	33,680

Howell C. Mette	24,017	33,680

Michael A. Serluco	6,062	15,725

Samir J. Srouji, M.D.	24,017	33,680

Director’s Fees

Each of the Company’s directors, including Mr. Nalbandian, received an annual retainer fee of $2,000 plus a fee of $1,600 for each regular monthly meeting of the Board of Directors attended in 2008. Each director who was an active member of the Audit Committee, the Nominating and Corporate Governance Committee, the Compensation Committee, the Compliance Committee, and the Real Estate Committee received $500 for each committee meeting attended. Each Director who was an active member of the Executive Committee received a fee of $1,000 for each meeting attended and each director who was an active member of the Oversight Committee received $300 for each Committee meeting attended. The Chairman of the Audit Committee received an additional fee of $4,500 per quarter. The Chairman of the Nominating and Corporate Governance Committee, the Chairman of the Compensation Committee, the Chairman of the Compliance Committee and the Chairman of the Real Estate Committee received $1,000 for each meeting they attended. The Chairman of the Oversight Committee received $600 for each meeting attended.

For 2009, the annual retainer fee will be increased to $35,000; however, Board members will no longer receive a fee for each regular meeting of the Board of Directors attended in 2009. For 2009, each director who is an active member of the Audit Committee, Executive Committee, the Nominating and Corporate Governance Committee, the Compensation Committee, the Compliance Committee, the Oversight Committee and the Real Estate Committee will receive $1,000 for each committee meeting attended. The members of the Audit Committee will receive an annual fee of $3,000 for their membership on this committee. The Chairman of the Audit Committee will receive an annual fee of $15,000 for his leadership of this committee and the Chairmen of each of the other Board committees listed above will receive an annual fee of $3,000 for leadership of their respective committees. Also, for 2009, no employee director will receive any fees for his/her service as a member of the Board of Directors or for attendance at any committee meetings.

1990 and 2001 Stock Option Plan for Non-Employee Directors

Effective January 1, 1990, the Company adopted the 1990 Directors Stock Option Plan for non-employee directors (the "1990 Plan") which provides for the purchase of a total of not more than 359,171 shares of the Company’s common stock (as adjusted for all stock splits and dividends through the record date) by members of the Board of Directors of the Company. Options granted pursuant to the 1990 Plan may be exercised beginning on the earlier to occur of (i) one year after the date of their grant or (ii) a "change in control" of the Company, as such term is defined in the 1990 Plan. No further options may be granted under the 1990 Plan. As of December 31, 2008, options to purchase 14,364 shares of the Company’s common stock (as adjusted for all stock splits and stock dividends through the record date) were outstanding under the 1990 Plan.

Effective January 1, 2001, the Company adopted the 2001 Directors Stock Option Plan for non-employee directors (the "2001 Plan") which provides for the purchase of a total of not more than 343,100 shares of the Company’s common stock (as adjusted for all stock splits and dividends) by members of the Board of Directors of the Company and other persons who provide services to the Company but are not employees. Options may be granted under the 2001 Plan through December 31, 2010. Under the 2001 Plan, members of the Board of Directors of the Company and others who are not also employees of the Company are entitled to receive options to purchase the Company’s common stock. Options granted prior to January 1, 2005 pursuant to the 2001 Plan may be exercised in whole, or from time to time in part, beginning on the earlier to occur of (i) one year after the date of their grant or (ii) a "change in control" of the Company, as such term is defined in the 2001 Plan. Options granted pursuant to the 2001 Plan after January 1, 2005, may be exercised in whole, or from time to time in part, beginning on the earlier to occur of (i) one year after the date of their grant ratably over four years or (ii) a "change in control" of the Company. On December 16, 2005 our Board of Directors approved the accelerated vesting of all outstanding unvested stock options awarded prior to July 1, 2005 to employees and directors. This acceleration was effective as of December 18, 2005. The decision to accelerate the vesting of the options was to enable the Company to reduce the amount of non-cash compensation expense that would have been recorded in the Company’s income statement in future periods upon the adoption of Financial Accounting Standards Board (FASB) Statement No. 123(R), “Share-Based Payment” in January 2006. Along with the accelerated vesting, we placed a restriction on the members of the Board to prevent the sale, or any other transfer, of any stock obtained through exercise of an accelerated option prior to the earlier of the original vesting date or the individual’s termination as a director. As of December 31, 2008, options to purchase 186,370 shares of the Company’s common stock (as adjusted for all stock splits and stock dividends through the record date) were outstanding under the 2001 Plan and 131,574 shares of the Company’s common stock (as adjusted for all stock splits and stock dividends) were available for issuance under the 2001 Plan.

Both the 1990 Plan and 2001 Plan are administered by our Board, including non-employee directors. Options granted under the non-employee director plans are not "incentive stock options" as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). Option exercise prices equal 100% of the fair market value of the Company's common stock on the date of option grant. The Board has the discretion to grant options under the 2001 Plan to non-employee directors or to other persons who are not employees of the Company and determine the number of shares subject to each option, the rate of option exercisability, and the duration of the options. Unless terminated earlier by the option's terms, options granted under the 1990 Plan and/or 2001 Plan expire ten years after the date they are granted. Options are not transferable other than by will or laws of descent and distribution. A director can exercise options only while a director of the Company or that period of time after he/she ceases to serve as determined by the Board of Directors. If a director dies within the option period, the director’s estate may exercise the option within three months of his or her death. The number of shares subject to option and the option price will be appropriately adjusted if the number of issued shares is decreased or increased by changes in par value, a combination, stock dividend or the like.

Equity Compensation Plan Information

The following table contains information about the Company’s equity compensation plans as of December 31, 2008:

			Number of securities
			remaining available for
	Number of securities to	Weighted average	future issuance under equity
	be issued upon exercise of	exercise price of	compensation plans
	outstanding options, warrants	oustanding options,	(excluding securities reflected
	and rights	warrants and rights	in column (a))
Plan Category	(a)	(b)	(c) 1

Equity compensation
plans approved by
security holders	943,915	$24.42	781,786

Equity compensation
plans not approved
by security holders	N/A	N/A	N/A


TOTAL	943,915	$24.42	781,786

Includes total shares available for employees through the 2006 Employee Stock Option Plan and also shares available for directors through the 2001 Directors Stock Option Plan.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the section of this Annual Report on Form 10-K/A captioned “Compensation Discussion and Analysis.” Based on this review and discussion, the Committee recommended to the Board of Directors that this section be included in this Annual Report on Form 10-K/A for the year ended December 31, 2008.

COMPENSATION COMMITTEE

By: Alan R. Hassman, Chairman

Douglas S. Gelder

Michael A. Serluco

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee members are Alan R. Hassman (Chairman), Douglas S. Gelder and Michael A. Serluco. No person who served as a member of the Compensation Committee during 2008 was a current or former employee of the Company or any of our subsidiaries or, except as previously disclosed, engaged in certain transactions with the Company required to be disclosed by regulations of the SEC. Additionally, there was no Compensation Committee “interlocks” during 2008, which generally means that no executive officer of the Company served as a director or member of the Compensation Committee of another entity, one of whose executive officers served as a director or member of the Compensation Committee of the Company .

Item 12. Security Ownership of Directors, Executive Officers and Certain Beneficial Shareholders

The following table sets forth certain information, as of December 31, 2008, concerning the number and percentage of shares of our common stock beneficially owned by our directors, our executive officers, and by our directors and executive officers as a group. In addition, the table includes information with respect to other persons known to us who own or may be deemed to own more than five percent of our common stock as of December 31, 2008.

The address for each director and executive officer is c/o Pennsylvania Commerce Bancorp, Inc., 3801 Paxton Street, Harrisburg, PA 17111.

			Percent of Outstanding
Name of Beneficial	Number of Shares		Common Stock
Owner or Identity of Group	Beneficially Owned	1	Beneficially Owned	1
Directors

James R. Adair	29,753	2	*
John J. Cardello, CPA	12,113	3	*
Jay W. Cleveland, Jr.	3,006		*
Douglas S. Gelder	146,347	4	2.26%
Alan R. Hassman	224,120	5	3.46%
Howell C. Mette	140,454	6	2.17%
Gary L. Nalbandian	475,746	7	7.20%
Michael A. Serluco	182,389	8	2.83%
Samir J. Srouji, M.D.	159,900	9	2.47%

Executive Officers Who are not Directors

Mark A. Zody	94,081	10	1.45%
Rory G. Ritrievi	63,834	11	*
Mark A. Ritter	461
James R. Ridd	57,932	12	*
D. Scott Huggins	4,599	13	*
All Directors and Executive Officers
of Commerce, as a group (14 Persons)	1,594,735	14	23.21%

Other Five Percent Beneficial Shareholders

Commerce Bancorp, LLC.
1701 Route 70 East
Cherry Hill, NJ 08034	666,800	15	10.34%

Wellington Management Company, LLP
75 State Street
Boston, MA 02109	627,751	16	9.74%

* less than 1%

The securities “beneficially owned” by an individual are determined in accordance with the definition of “beneficial ownership” set forth in the regulations of the Securities and Exchange Commission. Accordingly, they may include securities owned by or for, among others, the wife and/or minor children of the individual and any other relative who has the same home as such individual, as well as securities as to which the individual has or shares voting or investment power or has the right to acquire under outstanding stock options within 60 days after December 31, 2008. Shares subject to outstanding stock options, which an individual has the right to acquire within 60 days after December 31, 2008, are deemed to be outstanding for the purpose of computing the percentage of outstanding securities of the class of stock owned by such individual or any group including such individual only. Beneficial ownership may be disclaimed as to certain of the securities.

Includes 164 shares owned by Mr. Adair’s wife and 16,835 shares of the Company’s common stock issuable upon the exercise of stock options granted under the Company’s 2001 Directors Stock Option Plan.

Includes 9,653 shares of the Company’s common stock issuable upon the exercise of stock options granted under the Company’s 2001 Directors Stock Option Plan.

Includes 24,017 shares of the Company’s common stock issuable upon the exercise of stock options granted under the Company’s 1990 and 2001 Directors Stock Option Plans. As of the record date, Mr. Gelder has pledged 115,323 shares of the Company’s common stock in connection with real estate and business loans with the Bank.

Includes 55,358 shares owned by Mr. Hassman’s wife and 24,017 shares of the Company’s common stock issuable upon the exercise of stock options granted under the Company’s 1990 and 2001 Directors Stock Option Plans. As of the record date, Mr. Hassman has pledged 121,113 shares of the Company’s common stock in connection with business loans with the Bank.

Includes 24,017 shares of the Company’s common stock issuable upon the exercise of stock options granted under the Company’s 1990 and 2001 Directors Stock Option Plans.

Includes 112,128 shares held by Mr. Nalbandian’s individually directed participant account in the NAI/CIR Profit Sharing Trust with respect to which Mr. Nalbandian has sole voting power and 27,182 shares held in trust by Mr. Nalbandian or Dorothy Nalbandian for the benefit of Mr. Nalbandian’s children. Also includes 165,161 shares of the Company’s common stock issuable upon the exercise of stock options granted under the Company’s 1996 and 2006 Employee Stock Option Plans. Mr. Nalbandian has pledged 73,496 shares of the Company’s common stock in connection with a line of credit with another financial institution.

Includes 6,062 shares of the Company’s common stock issuable upon the exercise of stock options granted under the Company’s 2001 Directors Stock Option Plan.

Includes 58,701 shares owned by Dr. Srouji’s wife, 1,162 shares owned jointly by Dr. Srouji and his wife and 24,784 shares held by Dr. Srouji’s self-directed participant account in the Plastic Surgery P.C. Profit Sharing Plan. Also includes 24,017 shares of the Company’s common stock issuable upon the exercise of stock options granted under the Company’s 1990 and 2001 Directors Stock Option Plans.

Includes 48,627 shares owned jointly by Mr. Zody and his wife. Also includes 44,077 shares of the Company’s common stock issuable upon the exercise of stock options granted under the Company’s 1996 and 2006 Employee Stock Option Plans.

Includes 494 shares owned jointly by Mr. Ritrievi and his wife. Also includes 56,763 shares of the Company’s common stock issuable upon the exercise of stock options granted under the Company’s 1996 and 2006 Employee Stock Option Plans.

Includes 27,983 shares of the Company’s common stock issuable upon the exercise of stock options granted under the Company’s 1996 and 2006 Employee Stock Option Plans.

Includes 2,075 shares of the Company’s common stock issuable upon the exercise of stock options granted under the Company’s 1996 and 2006 Employee Stock Option Plans.

Includes an aggregate of 424,677 shares of the Company’s common stock issuable to directors and named executive officers of the Company under the Company’s Directors Stock Option Plans and the Company’s 1996 and 2006 Employee Stock Option Plans.

Based on Schedule 13G filed by the shareholder with the SEC on February 22, 2008 reporting ownership as of December 31, 2007. According to the Schedule 13G, the shareholder has sole voting and sole investment power with respect to all shares.

Based on Schedule 13G filed by the shareholder with the SEC on February 17, 2009 reporting ownership as of December 31, 2008. According to the Schedule 13G, the shareholder holds these shares in its capacity as investment advisor; all such shares are held of record by clients of the shareholder. The shareholder shares voting power with respect to 497,251 shares and shares investment power with respect to all shares.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Related Party Transaction Policy and Procedures

The Board is responsible for reviewing and approving all related party transactions. The Board adopted a written related party transactions policy on November 21, 2008. Previously, the Board had reviewed and approved any related party transaction pursuant to an unwritten policy and procedures. Related parties of the Company include our directors, executive officers, any greater than 5% beneficial owner of the Company’s common stock and the immediate family members of any of these groups.

Transactions covered by the policy include any single or series of related transactions between the Company and any related party or to which the Company is a party and from which a related party will derive financial benefit. The following transactions are not covered by the policy:

·	Transactions available to all employees;
·	Compensation or benefits paid or awarded in the ordinary course of business to an executive officer in connection with such officer’s employment, provided the Company complies with SEC reporting requirements regarding such compensation;

·	Board-approved compensation paid or awarded to a director if the compensation is required to be reported in the proxy statement;

·	A transaction arising solely from the ownership of a class of the Company’s equity securities and all holders of that class receive the same benefit; or

·	A transaction involving the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority.

To identify related party transactions, each year we submit and require our directors and executive officers to complete Director and Officer Questionnaires listing any transactions with us in which the director, executive officer, or their immediate family members have an interest. We review related party transactions for potential conflicts of interest. A conflict of interest could occur if an individual’s private interest interferes with the interests of the Company or the Bank. To prevent actual and apparent conflicts of interest between related parties and the Company, the Board has mandated periodic training sessions regarding the related party transactions policy and the other governance policies. Our Code of Business Conduct and Ethics requires all directors, executive officers and employees who may have a potential or apparent conflict of interest to notify the Company’s Chief Risk Officer, as well as the Company’s President. Directors and executive officers are to provide reasonable notice to the Chief Risk Officer and to the President of all changes or new business activities, related party relationships and board directorships as they arise.

In addition, the Company and the Bank are subject to Federal Reserve Regulation O, which deals with loans by federally regulated banks to certain insiders, which includes an executive officer, director or 10% controlling shareholder of the applicable bank or bank holding company, or an entity controlled by such executive officer, director or controlling shareholder (“Insiders”). The Company follows a Regulation O policy that prohibits the subsidiary bank from making loans to an Insider unless the loan (i) is made on substantially the same terms (including interest rates and collateral) as, and following credit underwriting procedures that are not less stringent than, those prevailing at the time for comparable transactions by the Bank with other persons who are not subject to Regulation O and who are not employed by the Bank; and (ii) does not involve more than the normal risk of repayment or present other unfavorable features. The Company and the Bank are examined periodically by bank regulators for compliance with Regulation O. Internal controls exist within the Company and the Bank to ensure that compliance with Regulation O is maintained on an ongoing basis.

We believe that these policies provide appropriate levels of control and monitoring of the types of related party transactions that are likely to arise in the nature of our business and the associated risks.

Related-Party Transactions

Applicable SEC regulations require the Company to disclose transactions with certain related parties where the amount involved exceeds $120,000 and in which the related party has a direct or indirect material interest. However, a person who has a position or relationship with a firm, corporation, or other entity that engages in a transaction with the Company is not deemed to have a material interest in the transaction where the interest arises only from such person’s position as a director of another entity and/or arises only from the ownership by such person (and such person’s immediate family members) in the other entity if that ownership is under 10%, excluding partnerships. Transactions in which a related person does not have a direct or indirect material interest are not required to be disclosed.

Customer Relationships. During 2008, the Bank had, and expects to have in the future, loan and deposit account banking transactions in the ordinary course of business with directors, officers, and principal shareholders (and their associates) of the Company. All loans and commitments to lend made to such persons and to the companies with which they are associated were made in the ordinary course of business, on substantially the same terms, (including interest rates, collateral on loans, and repayment terms), as those prevailing at the same time for comparable transactions with others. Management believes that these loans present no more than the normal risk of collectibility or other unfavorable features. Also, these loans and extensions of credit are governed by Regulation O. We discuss our process for managing transactions governed by Regulation O above. The loans to these persons and related companies amounted to 1% of total loans outstanding as of December 31, 2008.

Business Relationships. In the ordinary course of business, we may enter into transactions with, or receive services from, entities affiliated with our directors or their immediate family members including the following:

Howell C. Mette, a director and 2.17% beneficial shareholder of the Company, is a shareholder (owning less than a 5% equity interest) in the law firm of Mette, Evans & Woodside, which the Company retained during 2008, and has retained for 2009.

Gary L. Nalbandian, Chairman, President and CEO of the Company and the Bank, and a 7.20% beneficial shareholder of the Company, is the Vice President/Treasurer/Secretary of NAI/Commercial-Industrial Realty Co. (“NAI/CIR”). The Bank has utilized NAI/CIR to identify sites for its store expansions. In connection with these transactions, NAI/CIR received commissions from independent third parties related to real estate transactions conducted on behalf of the Bank. Mr. Nalbandian received no direct financial benefit from such commissions.

Shareholder Relationships. As of December 31, 2008, Commerce Bancorp LLC, formerly known as Commerce Bancorp, Inc. (“Bancorp”), owned 10.34% of the Company’s common stock, 40,000 of the Company’s Series A preferred stock and 100% of the Company’s Trust Capital Securities. Prior to December 31, 2008, pursuant to a Master Services Agreement, Bancorp, through its affiliate, TD Bank, N.A., formerly, Commerce Bank, N.A., a national bank located in Cherry Hill, New Jersey, provided various services to the Bank including:

maintaining the computer wide area network;

proof and encoding;

deposit and loan account statement rendering;

ATM/VISA Card processing;

data processing;

advertising support; and

call center support.

These services were provided for a monthly fee. The Bank paid approximately $4.7 million for services provided by Bancorp during 2008. Insurance premiums and commissions, which were paid to a subsidiary of Bancorp, are included in this total. On and effective as of December 30, 2008, the Company and the Bank entered into a Transition Agreement with TD Bank N.A. and Commerce Bancorp, LLC (formerly Commerce Bancorp, Inc. and together with TD Bank, N.A., “TD”). The Transition Agreement terminated the Network Agreement dated January 1, 1997, as thereafter amended in April 2002 and September 29, 2004 (the “Network Agreement”) and the Master Services Agreement dated July 21, 2006 and its addenda (the “Master Services Agreement”) by and between the Company, the Bank and/or TD (and/or their predecessors). With timely advance notice by TD under the Network and Master Services agreements, the agreements would have otherwise terminated on December 31, 2009. The agreements are being terminated prior to such date in connection with the March 2008 merger of Commerce Bancorp, Inc. into a subsidiary of TD Bank N.A.

Pursuant to the Transition Agreement, TD will provide to the Bank certain transaction services, representing a continuation of the services provided to the Bank under the terms of the Master Services Agreement until July 15, 2009 or at the Bank’s option, until August 15, 2009, and certain tail services until August 15, 2009, at which time TD will discontinue the provision of all such services, which will thereafter be provided to the Bank by other service providers. If all services provided by TD under the Transition Agreement (except tail services) are terminated by or on July 15, 2009, and if all tail services terminate by or on August 15, 2009, TD will pay to the Bank a fee in the amount of $6.0 million (“Incentive Fee”). The Incentive Fee will be reduced to $3.25 million if all services other than tail services terminate on or after July 16, 2009 but by or on August 15, 2009 and if all tail services terminate by or on August 15, 2009. No Incentive Fee will be paid by TD if the above deadlines are not met, unless such failure is due to delays caused by TD.

Occasionally, the Bank had sold loan participations to Commerce Bank, N.A. At December 31, 2008, the balance of such participations outstanding was $0.

A federal funds line of credit was established in 2007 with Commerce Bank, N.A. in the amount of $50 million, which could be drawn upon if needed. In 2008, the amount of the line was reduced to $25 million when The Toronto-Dominion Bank acquired Commerce Bancorp, Inc., the parent of the former Commerce Bank, N.A. The balance was $0 at December 31, 2008 and $25.5 million at December 31, 2007.

Independence of Directors

As permitted by the NASDAQ rules, to assist the Board in evaluating the independence of each of its directors, the Board has adopted categorical standards of independence. Applying these standards, the Board of Directors has determined that all directors, with the exception of Gary L. Nalbandian, are independent as defined in the applicable NASDAQ rules. The categorical standards adopted and applied by the Board consist of the following business or charitable relationships which the Board has determined are not material relationships that would impair a director’s independence:

Lending relationships, deposit relationships or other financial service relationships (such as depository, transfer, registrar, indenture trustee, trusts and estates, insurance and related products, private banking, investment management, custodial, securities brokerage, cash management and similar services) between the Company or the Bank, on the one hand, and (i) the director; and/or (ii) any immediate family member of the director who resides in the same home as the director; and/or (iii) any profit or non-profit entity with which the director is affiliated by reason of being a director, officer, employee, trustee, partner and/or an owner thereof, on the other, provided that (A) such relationships are in the ordinary course of business of the Company or the Bank and are on substantially the same terms as those prevailing at the time for comparable transactions with non-affiliated persons; and in addition, (B) with respect to any extension of credit by the Bank to any borrower described in clauses (i) – (iii) above, such extension of credit has been made in compliance with applicable law, including Regulation O of the Board of Governors of the Federal Reserve System and Section 13(k) of the Exchange Act and no extension of credit is on a non-accrual basis.

The fact that (i) the director is a director, officer, employee, trustee, partner and/or an owner thereof in any profit or non-profit entity, (ii) the director is of counsel to a law firm, or (iii) an immediate family member is a director, officer, employee, trustee, partner and/or an owner of any entity, that makes payments to, or receives payments from, the Company or the Bank for property or services in an amount which, in the current or any of the past three fiscal years, is less than the greater of $200,000 or five percent of the recipient’s consolidated gross revenues, and such property or services were provided or received in the ordinary course of business of each of the parties.

Any contract or other arrangement for personal services provided by the director to the Company or the Bank (excluding services as a director of the Company or the Bank) if the compensation to the director does not exceed $120,000 during any 12 consecutive months within the previous three years.

The employment by the Company or the Bank of an immediate family member of the director provided that such immediate family member was or is not an executive officer of the Company and the compensation of any such family member was established by the Company or the Bank in accordance with its employment and compensation practices applicable to employees holding comparable positions.

For purposes of the foregoing standards of director independence, an "immediate family member" means any of the director's spouse, parents, children, brothers, sisters, mother- and father-in-law, sons- and daughters-in-law, brothers- and sisters-in-law, and anyone (other than domestic employees) who shares the director's home.

For purposes of service on the Audit Committee, the Board also applies the independence standards of Exchange Act Rule 10A-3. Accordingly, the direct or indirect receipt by a director of any consulting, advisory or other compensatory fee from the Company or the Bank (excluding services as a director of the Company or the Bank) would preclude a director’s service on the Audit Committee.

Directors are requested to inform the Chairman of the Nominating and Governance Committee and the President of the Company of any change of circumstances or before serving as a director, officer, employee, partner, trustee and/or owner of an outside profit or non-profit entity so that such change in circumstances or opportunity can be reviewed for any independence issues.

The Company’s independent directors have met and will continue to meet in regularly scheduled Executive Sessions without management present.

Item 14. Principal Accounting Fees and Services

INDEPENDENT PUBLIC ACCOUNTANTS

Our principal accountant during 2008 was Beard Miller Company LLP (“BMC”), 320 West Market Street, Harrisburg, PA 17101. The Audit Committee has selected BMC to be our principal accountant for 2009.

The Sarbanes Oxley Act of 2002 and the auditor independence rules of the SEC require all public accounting firms who audit public companies to obtain authority from their respective audit committees in order to provide professional services without impairing independence. Before BMC performs any services for the Company, the Audit Committee is informed that such services are necessary and is advised of the estimated costs of such services. The Audit Committee then decides whether to approve BMC’s performance of the services. In 2008, all services performed by BMC were approved in advance pursuant to these procedures. The Audit Committee has determined that the performance by BMC of tax services is compatible with maintaining that firm’s independence.

Fees Billed by Independent Public Accountants

Fees for professional services provided by Beard Miller Company LLP were as follows for the last two fiscal years:

	2008		2007
Audit Fees 1	$	281,392	$	196,975
Audit-Related Fees 2		14,135		13,399
Tax Fees 3		15,125		9,234

	$	310,652	$	219,608

Includes professional services rendered for the audit of the Company’s annual financial statements and review of financial statements included in Forms 10-Q, or services normally provided in connection with statutory and regulatory filings (i.e., attest services required by FDICIA or Section 404 of the Sarbanes-Oxley Act, the student loan audit and procedures relating to SEC filings), including out-of-pockets expenses.

Assurance and related services reasonably related to the performance of the audit or review of financial statements include the employee benefit plan audit and other attest services not required by statue or regulations.

Tax fees include the preparation of state and federal tax returns and related tax questions and research.

The 2008 fees were approved in accordance with the Audit Committee’s policy. The de minimus exception (as defined in Rule 202 of the Sarbanes-Oxley Act) was not applied to any of the 2008 or 2007 total fees.

Part IV.

Item 15. Exhibits, Financial Statement Schedules.

(a)(1)	The following financial statements are incorporated by reference in Part II, Item 8 hereof:

	Consolidated Balance Sheets as of December 31, 2008 and 2007

	Consolidated Statements of Income for the years ended December 31, 2008, 2007 and 2006

	Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2008, 2007 and 2006

	Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2007 and 2006

	Notes to Consolidated Financial Statements

	Report of Independent Registered Public Accounting Firm

(a)(2)	Financial Statement Schedules (This item is omitted since information required is either not applicable or is included in the footnotes to the Annual Financial Statements.)

(a)(3)	List of Exhibits:

2.1	Agreement and Plan of Merger dated as of November 7, 2008 between Pennsylvania Commerce Bancorp, Inc. and Republic First Bancorp, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 13, 2008)

3.1.	Amended and Restated Articles of Incorporation of Pennsylvania Commerce Bancorp, Inc. (incorporated by reference to Exhibit 3(i) to the Company’s Current Report on Form 8-K, filed with the SEC on December 20, 2007)

3.2.	Amended and Restated Bylaws of Pennsylvania Commerce Bancorp, Inc. (incorporated by reference to Exhibit 3(ii) to the Company’s Current Report on Form 8-K, filed with the SEC on December 20, 2007)

10.1	Master Agreement dated as of November 7, 2008 between Fiserv Solutions, Inc. and Commerce Bank/Harrisburg, N.A. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 13, 2008)

10.2. +	Transition Agreement by and between TD Bank, N.A. and Commerce Bancorp LLC on the one hand and Commerce Bank/Harrisburg and Pennsylvania Commerce Bancorp, Inc., on the other hand, effective as of December 30, 2008

10.3. +	The Company’s 1990 Directors Stock Option Plan, as amended November 21, 2008 *

10.4. +	The Company’s 1996 Employee Stock Option Plan, as amended November 21, 2008 *

10.5.	The Company’s 2001 Directors Stock Option Plan, (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form S-8 filed with the SEC on December 4, 2008)*

10.6.	Description of base salaries and discretionary cash bonuses awarded to the Company’s named executive officers, effective November 3, 2008, is incorporated by reference to Item 5.02 of the Company’s Current Report on Form 8-K, filed with the SEC on November 6, 2008*

10.7.	Description of base salaries for 2009 and bonuses and discretionary option awards to the Company’s named executive officers for the year ended December 31, 2008 is incorporated by reference to Item 5.02 of the Company’s Current Report on Form 8-K, filed with the SEC on February 26, 2009*

10.9.	The Company’s 2006 Employee Stock Option, (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form S-8 filed with the SEC on December 4, 2008)*

10.10	Employment Agreement dated February 23, 2009 with Gary L. Nalbandian (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 27, 2009)*

10.11	Employment Agreement dated February 23, 2009 with Mark A. Zody (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 27, 2009)*

10.12	Form of Employment Agreement February 23, 2009 with Messrs. Mark A. Ritter, D. Scott Huggins and James R. Ridd (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on February 27, 2009)*

11.	Calculation of EPS
	(The information required by this item appears in Note 13 of the Consolidated Financial Statements of the Company’s 2008 Annual Report to Shareholders that was previously filed on Form 10-K with the SEC on March 16, 2009.)

13. +	Pennsylvania Commerce Bancorp, Inc. 2008 Annual Report to Shareholders

21. +	Subsidiaries of the Company

23.	Consent of Beard Miller Company LLP.

31.1.	Certification of CEO, required by SEC Rule 13a-14(a)/15d-14(a)

31.2.	Certification of CFO, required by SEC Rule 13a-14(a)/15d-14(a)

32.	Section 1350 Certification by CEO and CFO

99. +	Agreement to Furnish Debt Instruments

(b)	Exhibits – The exhibits required to be filed as part of this report are submitted as a separate section of this report.

(c)	Financial Statement Schedules – None required.

* Denotes a compensatory plan or arrangement

+ Previously filed with the Company's Form 10-K filed with the SEC on March 16, 2009.

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Pennsylvania Commerce Bancorp, Inc. (Registrant)

Date: April 30, 2009	By /s/ Gary L. Nalbandian
	Gary L. Nalbandian
	Chairman and President

Date: April 30, 2009	By /s/ Mark A. Zody
	Mark A. Zody
	Chief Financial Officer
	(Principal Accounting Officer)

Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Gary L. Nalbandian	Chairman of the Board, President and Director (Principal Executive Officer)	April 30, 2009
Gary L. Nalbandian

/s/ Mark A. Zody	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	April 30, 2009
Mark A. Zody

/s/ James R. Adair	Director	April 30, 2009

James R. Adair

/s/ John J. Cardello	Director	April 30, 2009

John J. Cardello

/s/ Jay W. Cleveland, Jr.	Director	April 30, 2009

Jay W. Cleveland, Jr.

/s/ Douglas S. Gelder	Director	April 30, 2009

Douglas S. Gelder

/s/ Alan R. Hassman	Director	April 30, 2009

Alan R. Hassman

/s/ Howell C. Mette	Director	April 30, 2009

Howell C. Mette

/s/ Michael A. Serluco	Director	April 30, 2009

Michael A. Serluco

/s/ Samir J. Srouji, M.D.	Director	April 30, 2009

Samir J. Srouji, M.D.

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