LITE DEPALMA GREENBERG & RIVAS, LLC Joseph DePalma, Esq....

LITE DEPALMA GREENBERG & RIVAS, LLC Joseph DePalma, Esq. (JD-7697) Susan D. Pontoriero, Esq. (SP-0463) Two Gateway Center, 12th Floor Newark, New Jersey 07102 Telephone: 973-623-3000 Fax: 973-623-0858 SCOTT & SCOTT, LLC David R. Scott, Esq. Neil R. Rothstein, Esq. Erin Comite, Esq. 108 Norwich Avenue Colchester, CT 06415 Telephone: 860-537-3818 Fax: 860-537-4432

Attorneys for Plaintiff

[Additional Counsel on Signature Page]

UNITED STATES DISTRICT COURT

DISTRICT OF NEW JERSEY

In re Commerce Bancorp Securities Litigation

All Actions ______________________________________

No. 04-cv-03252

CLASS ACTION

CONSOLIDATED COMPLAINT FOR VIOLATION OF THE FEDERAL SECURITIES LAWS DEMAND FOR JURY TRIAL

Case 1:04-cv-03252-RBK-JBR Document 24-1 Filed 01/24/2005 of 58

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INTRODUCTION

1. This is an action on behalf of purchasers of Commerce Bancorp, Inc. (“Commerce

Bank” or the “Company”) publicly traded securities during the period June 1, 2002, to June 28,

2004, inclusive (the “Class Period”). Commerce Bank is a bank holding company headquartered

in Cherry Hill, New Jersey. It operates 300 retail bank branches in New Jersey, Pennsylvania,

Delaware and New York. The Company’s wholly-owned subsidiaries include: Commerce Bank,

N.A. (Commerce NJ), Commerce Bank/Pennsylvania, N.A., Commerce Bank/Shore, N.A.,

Commerce Bank/Delaware, N.A., and Commerce Bank/North. Commerce Bank also offers

insurance services through its subsidiary, Commerce Insurance Services, Inc. In addition, its

capital markets subsidiary Commerce Capital Markets, Inc., is according to the Company, “the

region's largest public finance underwriter” and provides financial advisory services to major

clients in the field of education and healthcare.

2. Commerce Bancorp, Inc., describes itself on its website as follows:

CORPORATE PROFILE

Commerce Bancorp, Inc., has evolved into a regional financial services leader, anchored by the financial strength of its five banking subsidiaries and augmented by Commerce Insurance Services, Inc., and Commerce Capital Markets, Inc. Founded in 1973, CBH's first 30 years have been marked by rapid growth, sound profitability and excellent financial returns to its shareholders. With assets of more than $29 billion, CBH is the largest bank headquartered in Southern New Jersey, serving Metropolitan Philadelphia, New Jersey, Delaware and New York. CBH is a growth retailer selling convenience, and has successfully developed and implemented a unique retail strategy. This retail approach to banking uses a chain concept and features standardized facilities, standardized hours, standardized service and aggressive marketing. The consistent delivery and reinforcement of this retail strategy for 31 years has built a brand that the consumer has accepted as truth. CBH is "America's Most Convenient Bank" offering the best in delivery channels. The consumer is given the choice of visiting one of CBH's more than 300 convenient branch locations which are open seven days a week, using the convenience of Commerce Online - America's leading on-line home banking


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product, or using other self-service delivery systems such as Bank-By-Phone, Check Card, ATMs and CBH's Internet website, www.commerceonline.com. CBH's unique retail strategy has produced exceptional financial performance. Fueled by the growth in low-cost core deposits and a cost of funds of just under 1%, over the last five years assets, loans and deposits have grown 36%, 26% and 39%, respectively. Total revenues, net income and earnings per share have increased 30%, 34% and 26%, respectively. CBH is one of the first financial services providers in its market to make a serious commitment to the insurance business. Commerce Insurance Services, Inc., was formed in 1996 through the combination of several leading local independent insurance agencies. Subsequent acquisitions have created the 28th largest insurance agency in America with annual premium volume exceeding $800 million. Commerce Capital Markets, Inc., focuses on asset management and wealth advisory services. CBH plans to continue its growth and reinforce its brand by increasing its branch offices to approximately 700 and its assets to $104 billion by 2009. Included in this plan is the targeted expansion into the Washington-Baltimore market starting in 2005, and the entry into the Boston market in 2007.

It also states, in part:

Exchange New York Stock Exchange (Stock Quote [CBH]) Transfer Agent: Mellon Investor Services, L.L.C. 85 Challenger Road Overpeck Centre Ridgefield Park, NJ 07660 Phone 888-470-5884 Corporate Counsel: Blank Rome LLP Philadelphia, PA Independent Accountants: Ernst & Young Philadelphia, PA


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3. The Commerce Bancorp website further states:

About Commerce Bank

Commerce is one of the nation's fastest growing financial services retailers. Since its inception in 1973, Commerce continually has honed a unique and very successful retail model, which fuels the Bank's continuing growth. Commerce has expanded substantially since opening its first store more than 30 years ago in Marlton, New Jersey. Today, the Commerce network comprises more than 300 convenient stores throughout New Jersey, Pennsylvania, New York and Delaware. Commerce is based in Cherry Hill, New Jersey and has assets of more than $29 billion, making it the largest locally headquartered independent bank in the metropolitan Philadelphia area. Commerce trades on the New York Stock Exchange under the symbol CBH. At a time when other banks, both locally and nationwide, are abandoning branch banking and forcing customers to use remote delivery channels, Commerce will open 50+ additional branches during 2004. In addition, Commerce is maintaining an aggressive expansion pace, working toward a total asset goal of $104 billion and a branch network of 700 offices by the year 2009. As “America's Most Convenient Bank,” Commerce looks different, thinks different and provides a truly different banking experience. The Bank's “have it your way” approach emphasizes the importance of providing customers with convenient, quality financial services, whenever, wherever and in whatever way they may want them. Commerce's hallmark products and services include: - Seven-day branch banking - FREE personal checking - Convenient online banking and stock trading at commerceonline.com, America's leading on-line banking service - 1-800-YES-2000, a full-service, 24-hour bank-by-phone system - Commerce Check Card, a combination ATM/Visa debit card

About Commerce Insurance Services

Commerce Insurance Services was launched in 1996 through the combination of several leading locally based independent insurance agencies. Additional acquisitions have significantly increased the size and scope, to where Commerce Insurance Services is among the top 30 largest insurance brokerages in America. Commerce Insurance Services is licensed in all 50 states and provides a complete range of commercial, employee benefit and personal insurance coverage to more than 130,000 clients, and has an annual premium value of $800 million.


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About Commerce Capital Markets

Commerce Capital Markets is a full service brokerage firm offering personal financial solutions to meet individual customer's investment goals.

4. During the Class Period, defendants failed to disclose that certain of its executives

and of the Individual Defendants were, as a regular course of business, and with the express

knowledge and approval of the Company’s chief executive officer and other senior executives,

committing honest services fraud, wire fraud, and mail fraud through bribery and knowing

participation in bid-rigging in order to win underwriting awards and gain banking business for

Commerce Bank from governmental entities, including the City of Philadelphia (the “City”).

The bid-rigging took place via provisions of competing bids to Commerce Bank executives, for

example, by the Treasurer of the City. Thus, enabling them to slightly undercut competing bids

and consistently secure banking and underwriting awards. These practices were criminal,

inherently unsustainable and placed the Company and its investors at great risk. At the same

time, the Individual Defendants had actual knowledge of grand jury proceedings delving into the

actions of Commerce Bank, a former Director of Commerce Bank/Pennsylvania and two

Commerce Bank executives. Indeed, Commerce Bank attorneys had access to telephone tapes

that were at the center of the indictment. Tapes that established the culpability of the Director

and two executives, resulting in their eventual indictment, as described below. Despite the actual

knowledge of all senior Commerce Bank executives that a criminal grand jury was investigating

two executives and one of Commerce Bank/Pennsylvania’s Directors, the practices in question

were never disclosed to investors during the Class Period.

5. The massive risks of these undisclosed practices and the undisclosed grand jury

proceedings materialized on or about June 28, 2004, when US Attorney Patrick Meehan

announced that the Commerce Bank/Pennsylvania Director and two executives had been


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indicted. Ronald A. White, a Director of Commerce Bank/Pennsylvania from June 2002 to

October 2003 – who has since passed away – was charged with conspiracy to commit honest

services fraud, 22 counts of wire fraud, four counts of mail fraud, two counts of extortion, and

five counts of making false statements to the FBI. If convicted on all counts, he would have

faced a maximum sentence of 555 years imprisonment and an $8.25 million fine. Glenn K.

Holck, president of Commerce Bank/Pennsylvania, was charged with conspiracy to commit

honest services fraud, eight counts of wire fraud, and one count of mail fraud. Stephen M.

Umbrell, regional vice-president of Commerce Bank/Pennsylvania, was charged with conspiracy

to commit honest services fraud, eight counts of wire fraud, and one count of mail fraud. If

convicted on all counts, there follows a maximum sentence of 185 years imprisonment and a

$2.5 million fine.

6. In response to the indictments, the Company’s shares declined from

approximately $64.98 to $54.44 or about 16 % from December 29th to December 30th and by

July 30th , the shares were trading at $49.99—a loss of 23%. This was a result of fears about the

Company’s reputation and resulting reduced prospects for gaining new business prospects, as

well as fundamental doubts about management ethics and credibility. Three analysts

downgraded the stock. One of the analysts, Gerard Cassidy of Royal Bank of Canada's RBC

Capital Markets wrote in a July 30, 2004, research note: "Our big concern is the risk of the

unknown. While this indictment is limited to two individuals from Commerce, who have since

been suspended, it is too early to tell whether there will be additional fallout in municipal

banking business." The indictment also "begs the question of how much did senior management

of the corporation, Vernon Hill and his colleagues know of how the business was being

conducted in Philadelphia," Cassidy wrote.


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7. Since the filing of this lawsuit, a former J.P. Morgan Chase & Co. vice president,

Anthony Snell, plead guilty to federal charges that he illegally paid $50,000 of the financial-

services firm’s money to Defendant Ron White (deceased) in order to win financing business

from Philadelphia’s city government. Snell was indicted in June 2004 for his role in the “pay–

to–play” scandal that centered on Defendant White’s alleged payments to former City Treasurer

Corey Kemp and in return, Kemp allegedly followed White’s advice as to various financial

transactions. On January 14, 2005, Charles LeCroy, another J.P. Morgan executive plead guilty

as well to the same charges. Charles LeCroy had been scheduled, as of the date of this complaint

to go on trial over allegations that he falsified an invoice so that a friend and adviser of Mayor

John F. Street could be paid $50,000 for work he never performed. The plea bargain came just a

day after another J.P. Morgan executive, Anthony Snell, pleaded guilty to identical charges. The

Securities and Exchange Commission, upon information and belief, also has an ongoing

investigation of all matters connected to these people and this scandal.

8. As this complaint details, there is ample evidence that Individual Defendant Hill

had complete knowledge and direct participation in the Company’s practices in Philadelphia.

Indeed, the indictment indicates with great specificity that the three indicted executives/director

communicated regularly with the senior executives, and especially Commerce Bank chief

executive officer Hill, regarding their bribery and bid-rigging activities with the City Treasurer.

As analyst Cassidy noted in the aforementioned research note, the problems in Commerce's

municipal business extend beyond Pennsylvania to New Jersey, where its political campaign

contributions have also come under scrutiny. For example, as of 2003, Commerce Bank and its

officers had donated more than $680,000 to the campaign coffers of Pennsylvania politicians,

including $25,000 to Philadelphia Mayor Street. Meanwhile, from 1997 to 2003 Commerce

Bank’s government deposits rose by an astronomical 2,407% and made up a much larger share


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of deposits than at rival banks. The Municipal Securities Rulemaking Board's rule G-37 states

that underwriters such as Commerce Bank may contribute only $250 to political campaigns and

only to officials for whom they are eligible to vote. If they contribute a larger amount, or to

officials for whom they cannot vote, they are not to perform deals for that issuer for two years.

JURISDICTION AND VENUE

9. The claims asserted arise under §§10(b) and 20(a) of the Securities Exchange Act

of 1934 (“1934 Act”). Jurisdiction is conferred by §27 of the 1934 Act. Venue is proper

pursuant to §27 of the 1934 Act as defendant Commerce Bank and/or the Individual defendants

conduct business in and the wrongful conduct took place in this District.

THE PARTIES

11. Lead Plaintiffs Jordan T. Siegel, John M. Grady and Christophger Gehringer

purchased Commerce Bank publicly traded securities as detailed in their previously filed

Certifications and were damaged thereby.

12. Defendant Commerce Bank is a bank holding company headquartered in Cherry

Hill, New Jersey. It operates 300 retail bank branches in New Jersey, Pennsylvania, Delaware

and New York. It also offers insurance services through it subsidiary, Commerce Insurance

Services, Inc. In addition, its capital markets subsidiary, Commerce Capital Markets Inc., is

(according to the Company) “the region's largest public finance underwriter” and provides

financial advisory services to major clients in the field of education and healthcare.

13. Individual Defendant Vernon W. Hill, II (“Hill”) is Chief Executive Officer and

Chairman of the Company throughout the Class Period. In a May 21, 2003, article entitled

“’Genghis Kahn’ of N.J. Banking” in the Bergen County, N.J., newspaper The Record:

Vernon W. Hill II, CEO and founder of Commerce Bancorp, rewards those loyal to him and tries to crush those who oppose him.


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He offers $5,000 bonuses to Commerce bank managers who close down competing branches. He hires the politically connected and awards handsome stock options to top associates. He brashly declares he wants "100 percent of every government deposit, corporate deposit, and consumer deposit.'' No wonder some rattled rivals liken him to Genghis Khan. Hill, not bashful about his tactics, sometimes adopts the nickname himself. Hill started empire-building early. At age 20, he was a bank vice president while attending The Wharton School at the University of Pennsylvania. William G. Rohrer, founder of First Peoples Bank in Camden County, saw promise in the fledgling financier and placed him in charge of his bank's mortgage department. But Hill had learned from his real-estate developer father that he would get richer as his own boss. Within two years, Hill had started a commercial site development company in South Jersey. His first client, in 1969, was McDonald's founder Ray Kroc, who was on the prowl for new locations in New Jersey. Many businesses have copied Kroc's cookie-cutter retail model, but Hill was the first to apply the concept to banking, building a multibillion-dollar corporation and a personal fortune estimated at $250 million. In 1973, Hill, then 27, persuaded a group of skeptical South Jersey businessmen to invest $1.5 million in his first Commerce Bank branch in Burlington County. Two years later, he joined a dozen young Bergen County businessmen who were investing in the start-up Independence Bank of New Jersey in Allendale. Only Hill had banking experience. "Vernon was a dominant presence on the board, and I think a lot of people looked to Vernon for guidance,'' says William L. Griffin Jr., Independence Bank's first president. "Vernon had goals, and he was not shy about telling you what he wanted to do." But not even Griffin could predict how Hill would go about achieving his goals. His business model has turned banking tradition on its ear: Commerce strives to increase its liabilities, in the form of deposits, rather than to grow its assets, in the form of loans that are paid back with interest. And while other banks have closed branches, Hill continues to build new ones. In January 1997, Commerce bought out Independence shareholders and replaced the marquees with big red C's. The acquisition, coming less than four months after Commerce Bancorp began trading on the New York Stock Exchange, marked the start of Hill's aggressive expansion beyond South Jersey.


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Today, he controls a vast business empire that includes the financial conglomerate, real estate, and fast-food franchises. An accomplished golfer, Hill also is principal owner of the exclusive Galloway National Golf Club near Atlantic City. He commands his domain from the corporate headquarters in Cherry Hill or from the 45,000-square-foot mansion he and his wife, Shirley, finished building last year in Moorestown, Burlington County. Villa Collina, Italian for "Hill House," is 10,000 square feet smaller than the White House, but boasts eight reflecting pools, a greenhouse, and 44 acres of woods. Villa Collina is assessed at $6.4 million. The Hills could have bought two such mansions with what they collected from Commerce Bancorp in 2001. That year, Commerce compensated Vernon Hill, Shirley Hill, and companies the couple own or are partners in with at least $13.8 million. Last year, Vernon Hill earned a $1.5 million salary and a $750,000 cash bonus, plus 150,000 Commerce stock options. He also earned $170,500 in other compensation. Real estate companies in which Hill is a partner with other Commerce board members collected $1.1 million in rent from 17 Commerce branch sites. And there was an additional $451,000 for use of the Galloway links. Commerce also paid millions to InterArch Inc., a Mount Laurel interior design firm owned by Shirley Hill, for "architectural design, facilities management, and furniture procurement.'' Last year, Wall Street analysts, members of the financial press, and certain investors voiced concerns about some of the insider practices at Commerce, particularly the hefty payments to Shirley Hill's company. In 2002, Commerce paid InterArch $8.1 million for help in opening 40 branches. Late in the year, a committee of Commerce Bancorp directors decided that her company's design services had added value to Commerce for 25 years and should continue on a more limited scale. Some financial experts have no problem with the way Hill and Commerce operate. The close relationships and political activity of company executives, board members, and employees do not concern Anthony R. Davis, a Ryan, Beck & Co. analyst who has consistently given Commerce high marks. "This is an industry that has always been locally rooted,'' Davis says. "I don't see that they are doing anything legally or ethically that is out of line with what other banks are doing." In fact, he adds, "Commerce has been pretty damn good at giving back to communities." Other Wall Street watchers, however, urge investors and the public to pay closer attention.


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"It doesn't square with a regular publicly traded company. There is way too much self-dealing," says Arne Alsin, an Internet financial columnist who has reviewed Commerce's filings with the Securities and Exchange Commission and other documents. Alsin, founder of Oregon-based Alsin Capital Management, cited the contracts with Shirley Hill and the bank's real estate ventures involving Vernon Hill and other board members. In addition, says Alsin, Commerce Bancorp's stock is highly diluted because of the generous way Commerce has awarded stock options to employees and board members in recent years. He says that could hurt shareholders in the long run. Alsin says Commerce's true value and strength as a company will emerge when its growth slows. "All companies that are growing this quickly eventually hit the wall," he notes. "It's not a matter of if, it's a matter of when."

14. Individual Defendant George E. Norcross, III (“Norcross”) was director of

Commerce Bank, Director of Commerce Bank/New Jersey, and Chairman and chief Executive

Officer of Commerce Insurance Services, Inc., throughout the Class Period. Norcross’s influence

in area business and politics is widely known, as described in an October 25, 2004 Courier-Post

article:

George E. Norcross III has never run for public office, but he holds more political power than any mayor, freeholder or lawmaker in South Jersey, observers say. That's because many elected officials in the region essentially answer to Norcross, a superboss in New Jersey politics and the unofficial leader of the powerful Camden County Democratic Party. His influence has been felt throughout the state for more than a decade. From multimillion-dollar development deals funded by taxpayer dollars to raising millions of dollars for legislative races, Norcross seems omnipresent on the political scene. Party bosses like Norcross are insulated from the financial disclosure requirements lawmakers and even local officials have to make public each year.


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As a result, a party boss's conflicts of interest can't be fully known, said Ingrid Reed, director of the New Jersey Project at the Eagleton Institute of Politics, Rutgers University. "There's no way to hold that person accountable," Reed said. "It's like a privately held company, yet they have a tremendous amount of political influence." Norcross, 48, is a top executive at Commerce Bancorp Inc. of Cherry Hill, a trustee at Cooper Health System in Camden and a multimillionaire. Supporters call Norcross a potent advocate for South Jersey, who wrests millions of dollars in state aid for the region. But critics say he is more powerful than some local governments. They cite his influence with the McGreevey administration and Commerce Bank's ability to win no-bid contracts to underwrite hundreds of millions of dollars in state bonds. They ask why a power broker known mostly for his fund-raising skills should have private access to the state's top executive and be regularly consulted on major appointments from South Jersey. And some, like Mark S. Lohbauer, say they've even lost jobs after crossing Norcross. Fired from job Lohbauer, 51, of Pennsauken was a top-level planner at the Schools Construction Corp., the state agency in charge of building schools in low-income districts, until he was summoned to the director's office in October 2002 and was told he was out of a job. "I like you. I want to keep you," said Alfred T. McNeill, the agency's CEO, according to Lohbauer's account. "But they (the Governor's Office) told me George Norcross wants you gone, and I don't even know who he is." Lohbauer had run against the Norcross machine 11 years earlier, as a Republican freeholder candidate in Camden County. "I had become a technical person," Lohbauer said. "I knew that I worked at the pleasure of the governor. But was the work at the schools a political appointment? No." McNeill declined to comment. Micah Rasmussen, spokesman for Gov. James E. McGreevey, said the Governor's Office does not make personnel decisions at the Schools Construction Corp.


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Richard McGrath, a Norcross spokesman, said Norcross had no knowledge of the firing. "It sounds like fodder from supermarket tabloids, along with Elvis sightings and spaceships," he said. A tough talker known for his explosive temper, Norcross declined to be interviewed for this article after Gannett New Jersey newspaper editors requested that his remarks be tape-recorded and entirely on the record. Norcross is best known in political circles for raising millions of dollars from private companies and firms, many of whom do business with local governments. But in a recent statement, Norcross described himself as a reformer seeking a more equitable way to finance campaigns. Norcross said there should be a ban on the state's pay-to-play system, in which elected officials legally reward campaign donors with no-bid government contracts, reinforced with "severe and lasting penalties." "Violators must be required to forfeit existing public contracts and must be barred from holding any future public contracts," he said. But some opponents, like Palmyra Mayor John J. Gural Jr. and the borough's solicitor, Ted M. Rosenberg, both Democrats, said Norcross should be held to account. Gural and Rosenberg have filed a federal civil racketeering lawsuit against Norcross and various other defendants. Rosenberg is a former Democratic Party chairman for Medford in Burlington County. They contend Norcross and others conspired with a Moorestown engineering firm, JCA Associates, in an effort to deny Rosenberg the solicitor's job in Palmyra. Rosenberg fell out of favor because he had challenged another Democrat for leadership of the Burlington County organization, according to the suit. Gural, who worked for JCA, refused to participate in the attempted ousting of Rosenberg as Palmyra's solicitor after the internal dispute. Norcross denied the lawsuit allegations in court papers. William Tambussi, a lawyer for Norcross, has called the charges "pure fiction." The lawsuit claims that JCA, eager for government contracts controlled by the Democrats, first threatened to fire Gural, then tried to bribe him to act against Rosenberg in 1999 and 2000. At the time, Gural was a JCA employee and a Palmyra councilman.


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In the suit, Gural said he tape-recorded some conversations on his own, then approached state investigators with the Attorney General's Office who asked him to secretly record conversations with Norcross. The plaintiffs want to use the tapes as evidence, Rosenberg said. Three JCA executives have pleaded guilty to state charges of income tax evasion stemming from a campaign law infraction in West Deptford. Norcross was not charged in the case. Hero or ruler Observers split over whether Norcross is a local hero or an iron-fisted ruler on the political scene. His supporters say the power broker has won more clout for local legislators. They say Norcross bargains from a position of strength after molding Democratic officials into a tight-knit team that covers Camden, Gloucester, Salem and Cumberland counties. "Previously, South Jersey always got the short end of the stick. George used his political power and his business savvy to make sure that changed," said Charles E. Sessa Jr., chairman of Cooper Health System, Camden. He credits Norcross, Cooper's unpaid vice chairman, with getting more state money for Cooper University Hospital, which plans a $125 million expansion. But critics say the Democratic machine exploits an army of patronage workers and a rich treasury of no-bid government contracts that are handed out to campaign contributors as part of the state's pay-to-play tradition. The Democrats control every freeholder and legislative seat in Camden and Gloucester counties. In a state now rethinking the pay-to-play system, Camden County's Democratic Committee raised $3.6 million last year, the second-highest figure out of 21 counties and a sharp increase from $1.7 million in 2002, according to the state Election Law Enforcement Commission. A third of the 2003 money came from businesses, according to election reports. Norcross in recent years has expanded his influence by helping to fund Democratic campaigns in North Jersey, notably in Bergen and Essex counties. Skeptics also note Norcross' involvement in a planned $65 million Camden County civic center and arena. Norcross originally owned part of a minor-league hockey franchise that is to play in the 6,400-seat arena but sold his $500,000 interest in the team last year following criticism of his involvement.


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Blocked by the Republicans, the state Senate didn't vote on funding the civic center in 2002. So arena backers turned to the Casino Reinvestment Development Authority, which in November 2002 approved $24 million for the project. The balance is being funded through the Camden County Improvement Authority, whose members are appointed by the Camden County freeholders, all of whom were elected with Norcross' backing. Unhappy residents resisted early efforts to put the civic center first in Lawnside, then in Gloucester Township. It now is to rise on the site of the Pennsauken Mart, where merchants facing forced relocation fought the venture without success. The project's supporters include a key Norcross ally, the Southern New Jersey AFL-CIO Central Labor Council. The labor group is led by Donald Norcross, 46, of Voorhees, who is co-chairman of the Camden County Democratic Committee and George Norcross' brother. County officials say the arena will create up to 400 construction jobs and spur more than $100 million in new development. Even the appearance of favoritism can shake public confidence in government, said Camden County GOP Chairwoman Gail Peterson, who allowed that "George Norcross is very good at what he does." But, Peterson said, "We need to make sure that our officials are serving the public." Powerful party boss Such skepticism may be particularly strong in Camden County because Norcross gave up the position of county chairman in 1995. In one example, environmental groups believe but cannot prove that Norcross worked behind the scenes for a new state "fast-track" law streamlining environmental permits for developers. Jane Nogaki, of the New Jersey Environmental Federation, said she fears the law will be felt locally as a private firm seeks to develop Petty's Island, an industrial area that is part of Pennsauken's waterfront development plan, but which environmentalists envision instead as a nature preserve. The fast-track measure was sponsored by Sen. Stephen M. Sweeney, D-West Deptford, a union leader and a longtime friend of Norcross'. Part of Norcross' power comes from his fund-raising prowess, said David P. Rebovich, managing director of the Rider Institute for New Jersey Politics, Rider University.


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Rebovich noted Norcross' position at Commerce, where the silver-haired executive is chairman and president of Commerce Insurance Services. Commerce includes on its board of directors several political figures, both Democrats and Republicans. The bank, through its political action committees, was a substantial corporate donor until last year. It has contributed $1 million to candidates over the years but suspended PAC operations in 2003 following criticism from within the financial community. Norcross' future in politics "is uncertain because it's not clear what will happen with pay-to-play," Rebovich said. Norcross, however, said in his statement that he wants "to provide political momentum for reform efforts." If pay-to-play were banned, he said, campaigns would have to rely on basics such as the quality of candidates and "a grass-roots agenda." Norcross also said future campaigns may rely heavily on "energetic political organizations." In that regard, the Camden County machine could benefit from the role of Norcross' brother, Donald, whose 85,000-member union, one of the largest in the state, has been heavily involved in get-out-the-vote efforts in local races. Leadership, family Supporters say the Norcross team does what is necessary to bring state funds to South Jersey. "The problem is the political process, not George," said Dr. Edward Viner, chief of the Department of Medicine at Cooper, which is receiving $12 million through an urban renewal program. "George had to learn to work in the political pits, and it's good that he did because a lot of people in South Jersey have benefited." As an example, Norcross' backers say he won more money for the state-funded $175 million effort to spur private development in Camden. The state funds are intended to serve as seed money for a wide range of private development projects, most still in the planning stages. Proposals include a $1 billion golf course community in the Cramer Hill neighborhood along the Delaware River and another $1 billion in proposals for downtown development, including university and health-care districts.


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Former Gov. Christie Whitman first proposed a state takeover of Camden in June 2000, but her plan lacked money to fix the city's problems. Sen. Wayne R. Bryant, D-Lawnside, opposed the measure and in May 2001 announced agreement on a $150 million package with acting Gov. Donald T. DiFrancesco, a Republican, and Burlington County GOP Chairman Glenn Paulsen, who is as powerful as Norcross in Republican circles. The money would have been administered by the Delaware River Port Authority, of which Paulsen was the vice chairman at the time. McGreevey wanted to replace the package with his own plan. Norcross, who opposed allowing his rival Paulsen to control the money, supported killing the rescue package. At roughly the same time, four South Jersey lawmakers backed by Norcross received key leadership positions in the Legislature that would control the flow of jobs and money in Trenton. The governor finally released a new $175 million package for Camden in the summer of 2002 with Norcross' blessing two years after it was first proposed. Friends say Norcross is driven by the example of leadership and community service set by his late father, George Jr. The elder Norcross, who died in 1998, was president of the Southern New Jersey A.F.L.-C.I.O. Central Labor Council. He also was a Cooper Hospital trustee. The father's union post now is held by Donald Norcross. George Norcross' skill as a fund-raiser can eclipse other talents, says Tambussi, a Haddon Township lawyer who represents the Camden County Democrats. "George Norcross didn't just wave a wand. He's built relationships across South Jersey," Tambussi said. He notes Norcross learned politics "at his father's side." Norcross, the married father of two, typically starts each day before dawn. He makes early morning visits to a gym and, often, to his father's grave in Colestown Cemetery in Cherry Hill. "It's not uncommon for me to get phone messages at 4 or 5 a.m. That's him starting the morning," Tambussi said. Norcross, a reformed smoker who relaxes with golf and yoga, works from a glass-walled office at Commerce headquarters, where he fields calls from businesspeople and politicians alike.


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A Pennsauken High School graduate, Norcross was paid $1.2 million in 2003 by the bank. He holds or has control over Commerce stock options worth an estimated $60 million. Norcross founded an insurance firm, Keystone National Companies Inc., in 1979, after leaving Rutgers-Camden as a freshman. His only public position was as the Camden Parking Authority chairman under then-Mayor Angelo Errichetti in the late 1970s. He sold his company to Commerce eight years ago. The insurance company now has 14 offices in New Jersey, Pennsylvania and Delaware and more than $850 million in annual premium volume. Much of the unit's business is generated by contracts with municipalities and with government agencies like the Burlington County Bridge Commission. The insurance division had 2003 revenues of $66.5 million, or about 7 percent of Commerce's total revenues of $1 billion. Commerce Chairman Vernon W. Hill II bristles at any suggestion that Norcross' clout has translated to cash for Commerce. "He's built the biggest insurance company in the state, using his skills and the Commerce brand," said Hill, who describes Norcross, a Commerce director, as a results-oriented manager who values loyalty and teamwork. "George brings to the bank an understanding of the governing environment in the state of New Jersey." Others say Norcross has worked hard to broaden his party's appeal. Assemblywoman Nilsa Cruz-Perez, D-Camden, said Norcross reached out to the Hispanic community in the early 1990s. "He wants to be inclusive. Nobody else made that approach to us," said Cruz-Perez, who was elected to the Assembly in 1995. Norcross also has a charitable side, providing donations to people in need and personal calls in times of hardship, supporters say. "He's been a very generous person to us over the years," said Susan Weiner, executive director at the LARC School in Bellmawr, a private facility for disabled children that has received many donations from Norcross and that expanded last year with the help of $2 million budgeted by Camden County's freeholders. "It's a shame that people don't know that about him." Political uncertainty


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Even rivals acknowledge the tactical skills of Norcross, who pioneered the use of South Jersey political ads on Philadelphia TV stations in the early 1990s. In recent years, observers say Norcross raised millions of dollars and worked back-room deals to win the 4th District Senate seat, which was held by the Republicans and which covers part of Camden County. The maneuvering became apparent in April 2003 when that district's GOP senator, John Matheussen, vacated that seat to take the executive director's job at the Delaware River Port Authority, a job he got with Norcross' support, political observers say. That post pays $195,000 a year, a sizable jump from the $49,000 Matheussen made as a state senator. Norcross and Camden County Democrats then raised a record $4.4 million to win the 4th District Senate seat for Democrat Fred Madden of Washington Township by a 63-vote margin. The victory unseated Republican George F. Geist of Gloucester Township, who was appointed to the seat after Matheussen resigned, and helped Democrats gain a majority in the Senate for the first time in a decade. But even this kind of power could fade. Christopher Carlson, the political director of the Camden County Republican Party, said the local machine could sputter if a Republican is elected governor next year. "Camden County would be wise to hedge its bets," he said. "You don't want to be shut out when the wheel turns." He also contends a one-party system is prone to abuse because it lacks an effective watchdog. "One can only wonder what is simmering under the surface," Carlson said.

15. Individual Defendant Ronald A. White (“White”) was a Director of Commerce

Bank/Pennsylvania from June 2002 to October 2003. He was a private attorney licensed to

practice in the Commonwealth of Pennsylvania, and in that capacity Commerce Bank paid him

(over and above his fees as a Director) “consulting fees” of $10,000 per month, and $15,000 per

month thereafter until October 2003. White is presently deceased.

16. Individual Defendant Douglas J. Pauls (“Pauls”) was Chief Financial Officer of

Commerce Bank throughout the Class Period.


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17. Individual Defendant Glenn K. Holck (“Holck”) was President of Commerce

Bank/Pennsylvania (the Company’s Pennsylvania subsidiary) from the beginning of the Class

Period until June 29, 2004, when he was suspended.

18. Individual Defendant Stephen M. Umbrell (“Umbrell”) was regional vice-president

of Commerce Bank/Pennsylvania (the Company’s Pennsylvania subsidiary) from the beginning of

the Class Period until June 29, 2004, when he was suspended.

19. Defendants Hill, White, Pauls, Holck, Norcross and Umbrell are the “Individual

Defendants.” Each of the Individual Defendants’ participation in or approval of fraudulent and

illegal conduct as a normal course of business at Commerce Banking, and the damage that was

caused thereby to purchasers of Commerce Bank securities, is attributable to defendant Commerce

Bancorp, Inc. Each of the Individual Defendants’ independent actual knowledge, or severely

reckless disregard, of the materially misleading nature of the statements and omissions

particularized herein at is attributable to defendant Commerce Bancorp, Inc. In addition, all

defendants are liable for the false statements particularized herein, as those statements were each

“group-published” information for which they were collectively responsible.

BACKGROUND

20. Corey Kemp (“Kemp”) was appointed the Treasurer of the City of Philadelphia (the

“City”) by the Mayor in or about April 2002 and in which he served until in or about November

2003. Before his appointment as Treasurer, Kemp served as a Deputy Treasurer of the City from

approximately June 2000 to approximately April 2002. The Treasurer of the City is the official

custodian of all City cash and securities. The Treasurer is responsible for, among other things,

maintaining deposits and investments of more than $1.5 billion a year and overseeing bond issues

for the City and related agencies.


- 20 -

21. To carry out these responsibilities, Kemp reviewed and recommended to his

superiors the appointment of financial services firms to maintain City deposits and investments and

to underwrite bond issues for the City and related agencies. Kemp also recommended the

appointment of law firms and financial printers to participate in these transactions. Kemp 's

recommendations were largely accepted.

22. When the City issues bonds, it assembles a team of financial professionals, known

as the "bond team," to perform the necessary work. Such a team is led by an underwriter, which is

an investment bank that structures the transaction and ultimately sells the debt. Additional

investment banks participate in the "syndicate," and take a portion of the bond issuance and sell it

to their customers. The banks earn a commission for each bond they sell (called the "takedown").

23. The preferential spot is the lead, or "senior," underwriter position. This firm

receives a management fee in addition to sales commissions, for organizing the transaction. In

addition, the senior underwriter is able to allocate to itself more bonds to sell, and more attractive

bonds, thus producing larger commissions.

24. Besides the underwriters, the bond team also includes "bond counsel," the attorney

who issues an opinion to the prospective bondholders; "underwriter's counsel," who represents the

underwriters; a "financial advisor," which provides financial advice to the City regarding the

structure of the debt; and the "printer," which prints the offering documents and other required

documents after they are approved by the issuer, the underwriters, and counsel. The City, as

issuer, selects all of these participants.

25. During Kemp's tenure as Treasurer, he recommended to his superiors the

composition of each bond team. The final decisions were made by Kemp's boss, the Finance

Director of the City, and her superiors, the Secretary of External Affairs and the Mayor. As a

matter of practice, the vast majority of Kemp's recommendations were accepted without change.


- 21 -

26. During the time Kemp served as Treasurer, and received a constant stream of

benefits from Commerce Bank and Individual Defendant White and as described below, Kemp

repeatedly and unlawfully took official actions favoring Commerce Bank and White’s other

interests. Indeed, White essentially made the decisions of the City Treasurer.

27. Throughout 2003, Kemp constantly sought and took White’s direction regarding the

employment of financial service companies to carry out bond transactions, and regarding other

official decisions Kemp was required to make as City Treasurer. White and Kemp conversed

continually by phone, often speaking by cell phone during the 7 a.m. hour on the way to work,

then regularly during the day as events warranted. They also met regularly for meals and other

meetings. On a daily basis, White instructed Kemp regarding which providers to select for

participation in City transactions, and which to exclude, and Kemp followed those instructions.

Kemp consulted with White before sending recommendations to his superiors, and before

answering inquiries from his superiors. Kemp also steered business to White, and took other

actions to favor White’s interests whenever he could.

28. During this period, White simultaneously served as a Director of Commerce

Bank/Pennsylvania and received, over and above his fees as a Director, $15,000 per month in

“consulting fees” from Commerce Bank. All of the Individual Defendants knew that Kemp unduly

favored Commerce Bank due both to the influence White exerted, as well as the benefits that

Commerce Bank extended to Kemp with the intent to influence Kemp's official actions.

29. In conversations monitored by the government pursuant to judicial authorization for

approximately nine months during 2003, White and Kemp openly discussed their criminal scheme,

in which Kemp permitted White to take over Kemp's official decision-making in exchange for

benefits from White and Commerce Bank. For example, on or about February 12, 2003, while

discussing the selection of financial services firms favored by White, White stated, "well, we


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moving s—, ain't we Corey? ... there ain't nobody in it but me and you now." Kemp replied,

"That's it, everybody else out the picture, huh?" White agreed. Kemp continued, "listen man,

we're gonna keep it that way, man, for awhile. ... This gonna be our year, we'll worry about next

year next year." White again agreed.

30. During 2003, White occasionally promised Kemp that, if the Mayor of

Philadelphia, whom White raised money for his reelection campaign and who employed Kemp,

were reelected in November 2003, White would continue to benefit Kemp and Kemp would

become financially set. For example, on or about February 27, 2003, Kemp asked White, "I

wanted to ask you a question, from a career standpoint, should I be looking at other opportunities

that jump up, like for example, the CFO position jumped up, opened up at PHA," referring to the

Philadelphia Housing Authority. White replied, "that's the worst place you could ever go, man.

Nah, you need to stay where you are, because that's where all the action is, that's where all your

best contacts are, but you know, look man, we moving together." Kemp said, "right, right, I didn't

know if there was more opportunity to do things there than where we're at." White responded,

"nah, nah, there's nothing you could do there . . . hopefully, John gets out of this election okay, we

probably need about two more years then we ready to roll, we should be ready to roll." Kemp

agreed.

31. Similarly, on or about August 25, 2003, White advised Kemp, "the key for us right

now, man, is to concentrate on getting John elected, so it gives us four more years to do our thing.

If we get four more years, Corey, we should be able to set up, you know, I mean and for you we

maybe only talking about only two, you know what I mean?" Kemp said, "that's good, that's good,

that's cool."

32. On or about October 2, 2003, Kemp told White that Kemp had just heard a news

report that the Mayor was leading by five points in a poll for the impending mayoral election.


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Kemp said, "listen man, if he pulls this out we gonna rock and roll, man, I was thinking about that

last night, man." White said, "oh yeah, no question, man, s—, pull out all the stops, brother."

Kemp agreed, "that's right, no holds barred, man."

33. Kemp permitted White to direct Kemp's official actions in a manner in which Kemp

knew not only directly benefitted White and White's interests but also the political candidates

White supported, including the Mayor of Philadelphia, who employed Kemp. White and Kemp

agreed that when White demanded political contributions from financial services firms to the

Mayor's reelection campaign, the firms had to make them or be excluded from obtaining City

business. On or about August 26, 2003, discussing that matter, White said to Kemp, "either you

down or you ain't with it." Kemp replied, "right, cause if they don't, if they ain't with us they ain't

gonna get nothing." White said, "that's right." Kemp said, "you know, you just hate to say it but

that's the way it is, man, I mean, this is ... election time, this is time to either get down or lay down,

man, I mean, come on, to me, personally it's not even a hard decision."

34. Commerce Bank paid White, a member of its Board of Directors of Commerce

Bank/Pennsylvania, at least $182,000 in 2002 alone. Commerce Bank also gave $25,000 to the

Mayor's campaign on or about August 14, 2001, and another $25,000 to the Mayor's campaign on

or about May 10, 2002. Toward the end of 2003, Commerce Bank and its officers had contributed

$680,000 to the campaigns of Pennsylvania politicians. The Municipal Securities Rulemaking

Board's rule G-37 says underwriters such as Commerce Bank may contribute only $250 to political

campaigns and only to officials for whom they are eligible to vote. If they contribute a larger

amount, or to officials for whom they cannot vote, they are not to perform deals for that issuer for

two years. In April/May 2003, Commerce Bank also contributed $25,000 to Youth Leadership

Fund, a charitable organization created by White. White also accepted political contributions (and

to which Commerce Bank contributed unknown amounts) through two political action committees


- 24 -

("PACs") he controlled, Citizen's Watch 2000 and Citizen's Action. White used his PACs to allow

his benefactors to conceal from public scrutiny the support they were giving to public officials who

benefitted them; he explained to the benefactors they could make contributions to the PACs, which

in turn gave the money to the public official.

35. Commerce Bank, with the knowledge and approval of each and every one of the

Individual Defendants, also delivered direct benefits to Kemp in the form of otherwise unavailable

loans and other gifts in exchange for favorable decisions by Kemp as Treasurer of Philadelphia.

White, who was a member of Commerce Bank/Pennsylvania’s board of directors from on or about

June 18, 2002 to on or about October 2003, and a paid consultant of the bank from approximately

2000 to approximately October 2003, knew of Commerce Bank's actions and the favorable

treatment awarded by Kemp to Commerce Bank as a result. Likewise, Commerce Bank and the

Individual Defendants knew of and sought to benefit from White's corrupt relationship with Kemp.

36. In approximately November 2002, Kemp sought Individual Defendant Umbrell's

assistance to obtain a mortgage loan from Commerce Bank for a new home that Kemp was buying

in Birdsboro, Pennsylvania. Individual Defendant White was included in these discussions.

37. On or about November 4, 2002, Umbrell sent an e-mail from Philadelphia to the

Chief Executive Officer of Commerce Bancorp, Inc. and other senior Commerce executives in

Cherry Hill, New Jersey, regarding Kemp's request for a personal residential mortgage.

38. On or about December 3, 2002, Defendants Umbrell and Holck approved on behalf

of Commerce Bank a first mortgage loan of 80% of the value of Kemp's home. Umbrell and Holck

approved this mortgage loan before the ordinary underwriting process, which ultimately showed

Kemp had significant credit problems resulting from, among other things, numerous recent

delinquencies on credit and loan accounts, a recent automobile repossession, and numerous

collection and charged off accounts. In fact, in September 2001, before Kemp became the City


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Treasurer and before Holck and Umbrell sought to influence Kemp's official actions, Commerce

Bank had rejected a request by Kemp for a $2,000 line of credit because of Kemp's poor credit.

39. On or about December 9, 2002, Individual Defendants Umbrell and Holck caused

to be sent an interstate facsimile transmission from Commerce Bank in Philadelphia to Commerce

Bank, N.A. in Mount Laurel, New Jersey recording their approval of the first mortgage loan to

Kemp.

40. On or about December 11, 2002, Umbrell and Holck waived a number of conditions

that were part of the commitment letter issued by Commerce Bank for the first mortgage loan to

Kemp, including verification of the source of Kemp's initial $2,000 deposit, verification of the

source of the approximately $5,000 to $9,000 that Kemp needed to pay at the closing of the

mortgage, payment of approximately $13,000 owed to a bank that had repossessed a 1997

Mitsubishi Montero from Kemp, and resolution of Kemp's delinquent credit/loan accounts totaling

approximately $20,000. Besides overlooking Kemp's substantial remaining debts, which would

affect his ability to repay the new mortgage loans, Holck and Umbrell also ignored that the source

of Kemp's down payment consisted of his entire savings and retirement accounts. These accounts

included money Kemp had received in an irregular payment from La-Van Hawkins (discussed

below) and Individual Defendant White on or about October 10, 2002, and money Kemp had

obtained from a company controlled by Francis D. McCracken (discussed below) and designated

by Kemp and McCracken as a loan.

41. On or about December 11, 2002, Umbrell and Holck caused to be sent an interstate

facsimile transmission from Commerce Bank in Philadelphia to Commerce Bank, N.A. in Mount

Laurel, New Jersey recording their waiver of conditions to close the first mortgage loan for Kemp.


- 26 -

42. On or about December 18, 2002, Umbrell approved on behalf of Commerce Bank a

second mortgage loan in the amount of $45,489 to Kemp based on, among other things, Kemp's

position as City Treasurer.

43. Before that approval, Commerce Bank's consumer loan department had evaluated

Kemp's application for a second mortgage loan. The underwriting program it employed determined

that Kemp had a credit score of 433, and his wife had a credit score of 440, which the assigned

Commerce Bank consumer loan officer described as among the lowest scores he had seen in his

40-year banking career. The officer advised a senior lender that this was not a loan that the

officer wanted in the retail consumer portfolio. Nevertheless, Umbrell directed these lending

officers to process the loan. On or about December 19, 2002, Umbrell instructed employees of

Commerce Bank that they "need[ed] to make this happen," meaning the closing of the first and

second mortgage loans to Kemp, even though the appraisal on the property had not been

completed.

44. On or about December 23, 2002, Umbrell and Holck caused to be sent the closing

documents for Kemp's first and second mortgages, by Federal Express from Commerce Bank,

N.A. in Mount Laurel, New Jersey to Paragon Abstract in Wyomissing, Pennsylvania.

45. On or about December 24, 2002, Kemp obtained first and second mortgage loans

totaling $225,489 from Commerce Bank/Pennsylvania, N.A. and Commerce Bank, N.A., as

approved by Umbrell and Holck, to finance 100% of the purchase price of Kemp's new residence

in Birdsboro, Pennsylvania. These loans amounted to a benefit to Kemp by virtue of his position

as Treasurer, given that the bank did not follow its underwriting guidelines in making the loans and

the loans were not reasonable and customary extensions of credit.

46. On or about March 5, 2003, Individual Defendant Umbrell approved an automobile

refinancing loan for a 2001 Nissan Pathfinder to Kemp despite the aforementioned extreme credit


- 27 -

problems. The refinancing, which closed on or about March 7, 2003, paid off Kemp's existing

automobile loan and provided Kemp with more than $2,230 in cash. To make this loan, Umbrell

once again overrode the rejection of the loan by Commerce Bank's consumer loan underwriting

program.

47. Kemp used part of the cash he obtained to pay his new Commerce Bank home

mortgage loans, another sign that Kemp was significantly overextended which Holck and Umbrell

chose to overlook.

48. In or about May and June 2003, Individual Defendant Umbrell approved a

$480,000 construction loan for a church where Kemp served as a trustee. At the closing on June

25, 2003, Umbrell waived a $3,500 appraisal fee, and Umbrell and Holck allowed Kemp and

Francis D. McCracken to receive approximately $115,000 in loan proceeds for expenses that

Kemp and McCracken claimed the church already had paid even though the bank had not yet

completed any inspection or verified the expenses. In a notation on the loan file next to the check

list showing that the ordinary pre-settlement inspection and workup of the advance was not done,

an employee of Commerce Bank wrote, "I did what I was told to do."

49. On or about July 1, 2003, Kemp asked Umbrell for an unsecured loan for Kemp's

brother-in-law. Kemp, knowing that another bank already had rejected a loan application made by

his brother-in- law, told Umbrell that his brother-in-law had "a little shaky credit." Umbrell,

without having done any review of the brother-in-law's credit history, asked Kemp, "what do you

want to go back and promise him?" Umbrell said, "I am trying to make you look good; if you

want to tell him $7,500, tell him $7,500."

50. On or about July 7, 2003, Umbrell approved an unsecured $7,500 loan to Kemp's

brother-in-law even though Kemp's brother-in-law had excessive obligations and insufficient credit

history. As in the case of the other Kemp loans, the Commerce Bank underwriting program


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declined the brother-in-law's application based on insufficient credit history and excessive

obligations. Umbrell again overrode the declination without any explanation.

51. On or about July 31, 2003, Kemp's brother-in-law received the proceeds of this

loan, which Umbrell classified in bank records as a loan to finance a personal vacation.

52. At various times in 2002 and 2003, Commerce Bank provided numerous additional

gifts and offers of gifts to Kemp, including tickets to Philadelphia 76ers games on or about January

9, 2002 and January 17, 2003, lunch on or about March 4, 2002, tickets to a Philadelphia Phillies

game on or about September 10, 2002 and July 2, 2003, tickets to a Philadelphia Flyers game on or

about November 10, 2002, dinner on or about January 23, 2003, lunch on or about February 5,

2003, an offer of tickets to the theater on or about March 4, 2003, cocktails on or about May 1,

2003, dinner at the Capital Grille on or about May 5, 2003, cocktails on or about June 11, 2003,

and an offer to try to obtain tickets to a Metallica concert on or about July 12, 2003. On or about

January 23, 2003, Umbrell told Holck and another employee of a wholly owned subsidiary of

Commerce Bancorp, Inc. that Kemp was "eating well on us."

53. In exchange for these benefits, Kemp took discretionary actions to benefit

Commerce Bank. On or about July 1, 2003, Kemp stated to Francis D. McCracken, "Commerce

Bank … better take care of me ... I am hooking them up."

54. At the same time, throughout 2002 and 2003, Individual Defendant White showered

Kemp with payments and other gratuities, including at least $10,000 paid in 2002, a $10,350 deck

for Kemp's house in 2003, a trip to the Super Bowl in San Diego in January 2003 (including

transportation by private jet and limousine, and a ticket to the game), and numerous other meals,

parties, and choice tickets to sports and entertainment events. White also held out the promise of

vast future riches, assuring Kemp secret participation in what White represented would be


- 29 -

lucrative financial opportunities in the development of the Philadelphia International Airport and a

racetrack/casino proposed at the Philadelphia Naval Yard.

55. On or about May 30, 2002, a month after Kemp became City Treasurer, Individual

Defendant White hosted a reception at the Zanzibar Blue restaurant in Kemp's honor, at a cost to

White of $5,179.53. A Commerce Capital Markets executive invited several of his colleagues to

this reception honoring Kemp for his promotion to City Treasurer. In an e-mail, the executive

stated, "Ron White (i.e. Commerce) is throwing a reception for Corey on Thursday, May 30th."

[Emphasis added.] On the same day as this reception, Kemp directed that a $1.5 million City

account be moved to Commerce Bank.

56. The Individual Defendants were all well-aware that Kemp received all of the

payments, benefits, loans, gratuities, and other rewards described above from Commerce Bank

with the knowledge that all of these benefits were given with the intent to influence him in the

performance of his official duties. They knew that Kemp regularly took discretionary actions in

matters concerning Commerce Bank, without recusing himself or disclosing his conflict of interest.

57. Individual Defendant White continually directed Kemp regarding which firms to

select as underwriters for bond issuances. Kemp sought such direction repeatedly and unfailingly

followed White's instructions to direct business to firms that supported White and his favored

causes. Kemp frequently reviewed entire bond teams with White to get White's directions,

repeating this process for particular deals several times as the deals evolved.

58. For example, on or about April 28, 2003, White and Kemp discussed the bond deals

pending at that time. Kemp began by saying, "I'm getting my paperwork together, are you ready . .

. where do you want to start?" He said, "we're going to go through the deals real quick, right?" In a

lengthy conversation, White and Kemp then discussed in detail the underwriters for seven different

deals that were at various stages, from hypothetical to committed. White directed Kemp to include


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in the deals firms White favored and to exclude from the deals others that he did not favor. Kemp

told White that he had placed White himself in every deal as counsel.

59. Kemp responded to White's directions. For instance, on or about May 7, 2003, at

9:15 a.m., Kemp telephoned White on White's cell phone. In the call, Kemp said he was working

on the City's Tax Revenue Anticipation Notes (“TRAN”) bond issuance scheduled for July 2003,

and had placed Commerce Capital Markets as the lead underwriter. Commerce was favored by

White and Kemp.

60. Meanwhile, the most senior executives of Commerce Bank were well-aware of, and

actively involved in, making the most of the Company’s “influence” in Philadelphia. For example,

on or about August 12, 2002, Umbrell sent an e-mail from Philadelphia to Individual Defendant

Hill (chief executive officer) and other senior Commerce executives in Cherry Hill, New Jersey

regarding Kemp's discussion of the ability of Commerce to be a consultant to the City on cash

management matters. On or about January 29, 2003, Holck sent an email to Chief Executive

Officer Hill in Cherry Hill, New Jersey, regarding Holck's discussion with White about Commerce

Bank obtaining City accounts and an upcoming meeting with Kemp. On June 2, 2003, Individual

Defendant White had a telephone conversation with Individual Defendant Hill at his offices in

Cherry Hill, New Jersey, in which Hill was informed of the “situation” (the bid rigging) and gave

his approval to new terms in order to win the $30 million NTI line of credit.

MSRB Rule Violations

61. Plaintiff’s investigation has included interviews with a former Commerce Capital

Markets broker (the Broker), who worked there from April 1996 to April 2004. The Broker’s

statements reveal conduct that goes beyond the misconduct detailed in the indictments of Holck

and Umbrell. Specifically, he stated that Commerce Capital Markets employees were effectively

required to make annual personal contributions to Commerce Bank’s Federal Political Action


- 31 -

Committee (Commerce Bancorp PAC-FED). When the Broker asked his supervisor why he

needed to make such contributions, he was told that he could choose not to make them, but that if

he did so, he would never move any higher in the organization. He was also told by his supervisor

that he could reimburse himself for the contributions by padding his expense accounts. The Broker

came to understand that most Commerce Capital Markets employees, even low-level employees,

made such contributions and were generally reimbursed for them through expense accounts. These

were illegal, undisclosed, unsustainable activities in violation of federal election laws.

62. These statements by the Broker are corroborated by an analysis of federal and state

campaign records by The Bond Buyer, an industry publication. According to this analysis, from

1999 through 2003, no less than 39 current and former municipal finance professionals at

Commerce Capital Markets donated $191,450 to Commerce Bancorp PAC-FED.

63. Commerce Bank then laundered funds between its Federal PAC and its New Jersey

and Pennsylvania state PACs (COMPAC, NJ and COMPAC, PA, respectively), which collectively

have given more than USD $3.1 million to candidates and political parties since 1998, in order to

circumvent MSRB Rule G-37. Commerce Capital Markets employees were made to contribute to

the Federal PAC, as opposed to the state PACs, because contributions to the state PACs would

have prevented Commerce from performing municipal underwriting services for any

municipalities in which the state PACs made campaign contributions. Nevertheless, the federal

PACs regularly loaned funds to the state PACs. Federal and state campaign records show

Commerce Bancorp PACFED repeatedly loaned money to COMPAC, NJ and on the same day

COMPAC, NJ loaned the same amount of money to issuer officials or state or local political

committees.

64. For example, on August 7, 2001, Commerce Bancorp PAC-FED loaned COMPAC,

NJ $25,000. The same day, according to state campaign records filed with the New Jersey Election


- 32 -

Law Enforcement Commission, COMPAC, NJ contributed $25,000 to Pennsylvania Auditor

General Robert Casey Jr., who was running for the Democratic nomination for governor. In 2001,

Commerce municipal finance professionals donated $45,000 out of the $53,500 collected by

Commerce Bancorp PAC-FED, according to documents filed with the Federal Election

Commission. Thus, the ultimate source of the vast majority of the contribution to Casey was

employees at Commerce Capital Markets. Since the contribution to Casey was made, Commerce

has underwritten $100 million of bonds for Pennsylvania state conduit issuers in six deals.

65. MSRB Rule G-17 prohibits municipal securities dealers from engaging in

deceptive, dishonest, and unfair practices in the conduct of municipal securities activities.

66. MSRB Rule G-37 states that underwriters such as Commerce Bank may contribute

only $250 to political campaigns and only to officials for whom they are eligible to vote. If they

contribute a larger amount, or to officials for whom they cannot vote, they are not to perform deals

for that issuer for two years.

67. In addition, MSRB Rule G-38 requires municipal securities dealers to make

quarterly disclosures to identify the consultants hired by Commerce Bank to obtain or retain

municipal securities business through direct or indirect communication by such person with an

issuer, what Commerce Bank was paying to those consultants, and what political contributions the

consultants are making to issuer officials who can influence the award of bond business.

Commerce Bank’s consulting payments to White were not so disclosed.

68. Commerce Bank’s: (i) requirement that Commerce Capital Markets employees

make political contributions, (ii) secret reimbursement of those contributions, (iii) subsequent use

of the contributions in state and local elections laundering funds between its federal and state

PACs, (iv) participation in bid-rigging, and (v) extension of favorable loans to municipal officials,

were also black-letter violations of MSRB Rules 17 and 37 and federal securities laws.


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69. Moreover, considering the deep political ties and intense political involvements of

every member of Commerce Bank’s Board and its CEO, as well as the fact that Commerce’s

Federal PAC was run by its CFO, there is no question that this conduct was directed from the

highest levels.

70. From 1999 to 2001, C. Edward Jordan Jr., a Commerce Bank executive vice

president and a member of its Board of Directors, served as the treasurer of the federal PAC, the

New Jersey PAC, and the Pennsylvania PAC. In 2002-2003, Individual Defendant Douglas J.

Pauls, the Chief Financial Officer of Commerce Bank, served as the treasurer of all three PACs.

Thus, the laundering in question was conduct by high-level executives of Commerce Bank.

71. Meanwhile, virtually every member of Commerce Bank’s Board of Directors can

be characterized as a “power player” in New Jersey, Pennsylvania or New York politics with

extensive interlocking political, real estate and financial interests centered around political

influence. The boards of Commerce Bancorp and its regional units include former New Jersey

State Sen. John Lynch and George Norcross, New Jersey's top Democratic fundraisers and

advisers to Governor James McGreevey. Norcoss (known in New Jersey political circles as “Boss

Norcross”) has been the target of at least one federal criminal RICO investigation and one civil

RICO complaint as a result of his political activities. Donald DiFrancesco, a Republican who was

president of the New Jersey Senate and acting governor, also sits on the board.

Additional Unsustainable Illegal Activity 72. In or about May 2003, the City and the Redevelopment Authority of Philadelphia

issued a Request for Proposal seeking proposals from banks interested in offering a $30 million

line of credit to finance activities associated with the Mayor of Philadelphia's Neighborhood

Transformation Initiative ("NTI"). Kemp acted with Commerce Bank and the Individual

Defendants to secretly guarantee that Commerce Bank was awarded the line of credit.


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73. Under the Request for Proposal, interested banks had to submit their proposals

before noon on May 28, 2003. The City sent the Request for Proposal to, among others, Umbrell

at Commerce Bank, First Union National Bank (now Wachovia Bank), Citizens Bank, Fleet Bank,

Sovereign Bank, PNC Bank, J.P. Morgan, and KBC Bank.

74. On or about May 22, 2003, Umbrell called White and told him that Commerce

Bank was interested in responding to the Request for Proposal for the NTI line of credit. Umbrell

told White that he thought the responses would be competitive.

75. On or about May 27, 2003, Commerce Bancorp, Inc., through its wholly owned

subsidiary Commerce Bank, N.A., submitted its proposal for the NTI Line of credit at a price of

LIBOR plus 100 basis points. "LIBOR" is the London Interbank Offered Rate, which is a

benchmark interest rate for financial instruments traded on financial markets.

76. On or about May 28, 2003, at approximately 11:00 a.m., Kemp asked White

whether Commerce Bank was interested in obtaining the NTI line of credit. White responded,

"they want it bad." Kemp then said, "just some advice in the future, 'cause they submitted their

proposal first, right? Tell them don't submit it first, because I can tell you what came in, and then

you can tell them how to beat the s—."

77. A few hours later, at approximately 2:30 p.m., White told Umbrell, "somebody told

me to tell you that when you guys do these things don't ever send your stuff in first." Umbrell

responded, "you know I love you, right, you know I love you, I would do anything for you, but I

know who told you that, and I understand why, so it won't happen again." White added, "listen the

other thing is, so far, you guys got the best one." Umbrell asked, "did you hear who else was in?"

White replied, "I'll get it for you."


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78. An hour later, at approximately 3:30 p.m., White asked Holck, "did Steve tell you

what I told him about the proposal, that RDA proposal? ... he said, like, next time like don't be the

first one to submit." Holck responded, "oh yeah, he did, I know, I know, Corey said to him not …"

79. By May 28, 2003, five banks responded to the Request for Proposal for the NTI line

of credit. KBC Bank submitted a proposal with a lower price than the proposal submitted by

Commerce Bank.

80. On or about May 29, 2003, Kemp told White, "I got five proposals in on that NTI

line of credit . . . it's gonna be between Commerce and KBC."

81. On or about May 30, 2003 at approximately 12:15 p.m., Kemp told White, "with

Commerce, I am going to call them back because when I looked at their fees, they were almost

double." White instructed Kemp to "make them . . . come back to where they need to be." Kemp

obliged, saying, "right, so I just wanted to let you know."

82. On or about May 30, 2003, at approximately 5:30 p.m., White left a voicemail

message for Holck saying that Kemp was trying to reach Holck and that Holck should call Kemp

as soon as he received the message.

83. On or about June 2, 2003 at approximately 2:30 p.m., White asked Holck, "did you

get that new rate over to Corey?" Holck answered, "I won't get it until tomorrow, he said tomorrow

is okay." Holck explained that "[Individual Defendant Hill, Chief Executive Officer of Commerce

Bank] wanted us at a certain rate . . . Corey said we need to go even lower." Holck told White, "I

might need you to put a call to [Individual Defendant Hill] on that one." White said that Holck

should let the Chief Executive Officer know that "we just got the lead on a TRANS deal [with the

City]…and we got another deal coming up with a swap, and I mean, you know, there's a lot of

stuff going on." Holck responded to White, "can you do me a favor ... do you mind calling him

this afternoon?" White said, "yeah, I'll call him." Holck suggested, "if you call him and say I


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understand you know that Glenn might be giving you a call that you guys will look good if you can

lower the pricing to 75 ... Corey told me 75."

84. On June 2, 2003, Individual Defendant White had a telephone conversation with

Individual Defendant Hill at his offices in Cherry Hill, New Jersey, in which Hill was informed of

the “situation” (the bid rigging) and gave his approval to new terms in order to win the $30 million

NTI line of credit.

85. On or about June 2, 2003 at approximately 3:30 p.m., White told Holck, "I talked to

[Hill], and he was real cool about it"

86. On or about June 3, 2003, at approximately 10:50 a.m., Holck told White, "that was

[Hill], he's okay at 75 basis points . . . but I gotta win this deal or I am going to look like an

asshole." Holck then told White, "Steve [Umbrell] is going to put a call into Corey to make sure

that he knows that's where we're at."

87. On or about June 3, 2003, at approximately 11:15 a.m., White asked Kemp, "they

called you back with the 75 basis points?" Kemp replied, "they didn't call me yet." White said,

"well, they are calling you; so listen man, I gotta get this done…don't leave me hanging out there

on this one." Kemp reassured White, "I got your back, you know that."

88. On or about June 3, 2003, at approximately 2:33 p.m., an employee of Commerce

Bank prepared the bank's new proposal, offering an interest rate of LIBOR plus 75 basis points,

thereby undercutting the proposal of KBC Bank without its knowledge. This proposal was hand

delivered to Kemp's office shortly thereafter.

89. On or about June 4, 2003, at approximately 7:00 a.m., Kemp told White his

"number one priority is that Commerce thing." Subsequently, Kemp informed his superior, the

Finance Director, of Commerce's new and improved bid. The Finance Director, objecting to the

fairness of this process (and not knowing that Kemp had told Holck at what price to submit


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Commerce's new bid), directed that every bank be given an opportunity to rebid. Later that

morning, at approximately 9:10 a.m., Kemp called White from a meeting at the Philadelphia City

Council. Kemp told White, "I am not too happy about the whole meeting; first the RFP, she [the

Finance Director] wants to give everybody the opportunity to rebid, not just Commerce."

90. On or about June 4, 2003, at approximately 1:30 p.m., Holck placed a call to White

and told White, "we made our revised proposal to Corey and something is not smelling right."

White responded, "let me tell you what happened …[the Finance Director] got cold feet because

she said that everybody knew what the first bids were ... so she is redoing everything … but it

doesn't matter." Holck stated, "so I don't have to sharpen my pencil?" White replied, "no, no."

91. On or about June 4, 2003 (a day after Commerce Bank submitted its revised bid),

the financial advisor to the City (who was not aware that Commerce Bank already had submitted a

revised bid directly to Kemp) sent e-mails to the five banks that had submitted proposals for the

NTI line of credit informing the banks that "the City and RDA have decided to provide to all of the

Banks who responded to the RFP another chance to resubmit a response." At no time did Kemp or

any other City official inform any of the banks other than Commerce Bank of the competing

proposals or what was the lowest bid to be beaten.

92. On or about June 10, 2003, Kemp recommended to the Finance Director of the City

that Commerce Bank, N.A. be selected to provide the NTI line of credit. Using the information

Kemp provided to Commerce Bank alone, Commerce Bank had submitted a second bid that,

depending on how quickly money is used for the line of credit, could be cheaper than KBC's

original bid by $5,000. Neither KBC nor any other bank was ever given information regarding any

other bank's bid or given an informed opportunity to beat Commerce Bank's revised bid.


- 38 -

93. On or about June 11, 2003, at approximately 9:25 a.m., Kemp called White and

boasted, "Commerce is the winner on that line of credit… Commerce won that bid, I came through

for you ... so you make your calls and let me know when I can make my calls."

94. On or about June 11, 2003, at approximately 9:30 a.m., White called Holck and

said, "just letting you know we got that deal." Holck asked, "will Corey be calling us?" White

answered, "yeah, he's going to call this morning." Holck replied, "great, great, I appreciate it."

95. On or about June 11, 2003, at approximately 9:45 a.m., White called Kemp and

said, "I made the call so they waiting for you to call." At approximately 10:45 a.m., Umbrell called

White and said, "I love you ... I know you had a conversation with Glenn earlier and Corey called

me so ... we're going to celebrate when you're available . . . I just wanted to say thanks for

everything." At approximately 12:50 p.m., Umbrell stated to White, "now I am taking Corey out...

we're going drinking."

96. Beginning in at least December 1999, Commerce Bank sought to obtain some of the

approximately $1.5 billion in cash deposits and investments made by the City. As part of its efforts

to obtain this business, Commerce Bank through its wholly owned subsidiaries, offered to act as a

consultant to the City and make recommendations as to its cash management and investment

practices.

97. On or about May 16, 2002, Kemp learned that Citizens Bank and Commerce Bank

wished to handle City Risk Management accounts of approximately $1.5 million that previously

had been held at Mellon Bank. On or about May 30, 2002, Kemp decided to move the accounts to

Commerce Bank.

98. On or about August 12, 2002, Kemp told Umbrell that lawyers for the City told

Kemp that Commerce Bank could not be both a consultant to the Treasurer's Office and also

receive contracts from the Treasurer's Office to maintain deposits of the City. Based on this


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direction from the City's lawyers, Individual Defendants Umbrell, Holck, White, and Kemp

discussed how Commerce Bank would rather wait for an internal evaluation of the Treasurer's

Office cash management process and respond to an expected request for proposal.

99. On or about January 29, 2003, Holck sent an e-mail to Chief Executive Officer Hill

in which he stated, "Umbrell and [I] met with Ron White. White indicated it's time to move full

speed on city accounts. Meeting set w/ Corey Kemp and [an employee of Commerce Bank] for

Feb. 5th."

100. On or about February 5, 2003, Umbrell and other employees of Commerce Bank

met with Kemp in an attempt to obtain a contract to act as a consultant to the City concerning the

City's cash management operations and contracts. Kemp told Umbrell and the others that he was

"thumbing" his nose at the advice from the lawyers for the City and he wanted to move forward

with Commerce Bank providing consulting services to the Treasurer's Office and ultimately

participating in the management of at least a part of the City's $500 million in cash, for which

Commerce would receive at least part of the $500,000 in annual fees paid by the City for cash

management.

101. On or about February 14, 2003, Umbrell informed Holck that he delivered to Kemp

a draft request for proposal seeking a consultant to the City Treasurer's Office.

102. On or about February 19, 2003, Kemp met with employees of Commerce Bank.

Kemp told White that he had given Commerce Bank $2.5 million in deposits from the City Risk

Management department and that he intended to withdraw $2.5 million from First Union National

Bank (now Wachovia Bank) and move this money to Commerce Bank by April 1, 2003. Kemp

further told White that he heard that First Union was complaining that Commerce Bank was

obtaining business from municipalities, such as the City, by making political contributions to

influence public officials.


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103. Kemp also told White that he wanted "to put it to First Union" because Kemp did

not like the way First Union did business. In contrast to Commerce Bank, which made a series of

loans to Kemp and a related person and entity in violation of the bank's underwriting guidelines,

First Union National Bank had applied its ordinary procedures in (a) repossessing Kemp's car after

he went into default on an automobile loan, (b) making demands and employing collection

agencies to pursue Kemp's debt in the ordinary course of business, and (c) rejecting the same loan

which Kemp sought for his brother-in-law which was later approved by Umbrell at Commerce

Bank.

104. On or about February 25, 2003, White told the Chief Executive Officer of

Commerce Bancorp, Inc. that the City was going to deposit $50 million in cash within the

following week and additionally deposit $4 million during that week. White said that he was

working on additional long-term deposits. White also stated that Kemp had been "pushing hard" to

put Commerce Capital Markets into an upcoming bond deal.

105. On or about February 27, 2003, Kemp told White that he was moving $50 million

in City deposits to Commerce Bank on Monday, March 3, 2003 and that White could "let whoever

[he] gotta know." Later that day, White called Umbrell and told him that the City would be

depositing $50 million at Commerce Bank on Monday, March 3, 2003. When White told

Umbrell that he had overdrawn his own accounts by approximately $15,000, Umbrell told White

that he would cover the shortfall but that White "should never have gone on the [Commerce

Bank] board because this is a problem."

106. On or about April 11, 2003, Umbrell called White and told him that the

Philadelphia Sheriff's Office had just instructed Commerce Bank to wire transfer approximately $3

million to a new account at Citizens Bank. Umbrell said, "there's something afoot there and I don't


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know what it is; we just supported the guy's prayer breakfast last Friday." White told Umbrell that

he would call the Sheriff.

107. On or about April 23, 2003, Kemp told White that he had given an additional $8

million of City deposits to Commerce Bank.

108. On or about June 23, 2003, Kemp called Umbrell and first talked about the closing

of the construction loan for Kemp's church. Kemp asked Umbrell whether he could be reimbursed

for prior expenses at closing, and Umbrell said that he could. Kemp then told Umbrell that $50

million of City certificates of deposit were coming due on June 27, 2003. Umbrell said that he

needed "to keep $20 million of that." Kemp said that he would "work on it." Umbrell responded

that he would "love to keep all $50 million but [he] needs $20 million to cover [his] budget."

Kemp replied, "you know you're my boy." Kemp told Umbrell that "whatever [he] moves, [he]

will return to Commerce Bank in two weeks."

109. On or about June 24, 2003, Kemp asked Umbrell if Umbrell would be coming to

the closing of the construction loan for Kemp's church that was scheduled for the next day.

Umbrell said that he would. Kemp then asked Umbrell if he would waive any fees. Umbrell said

he would "pay for the [$3,500] appraisal, is that fair?" Umbrell then asked Kemp whom he should

call about CD rates. Kemp said, "talk to me, you don't need to talk to none of those guys . . . you

can come directly to me ... I want them to know that you're my f— ing guy ... so you get special

treatment."

110. On or about June 27, 2003, Kemp called Umbrell and told him that he would let

Umbrell keep all $50 million, "but doesn't want to incur a penalty if he has to grab 20 or 30."

Umbrell replied, "if that ever happens, [Kemp] is to talk to[Umbrell] or Glenn [Hoick] and no one

else."


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111. From at least 2000 through at least 2003, Commerce Bancorp, Inc., through its

wholly owned subsidiary Commerce Capital Markets, sought, with bribery and the advocacy of

Individual Defendant White, to participate in various City bond transactions. The City selected

Commerce Capital Markets to participate in the 2001 City $295 million general obligation bonds, a

transaction in which Commerce Capital Markets disseminated an erroneous call date, potentially

costing the City approximately $200,000. In 2001 and 2002, Commerce Capital Markets

participated in the issuance of other City bonds, including the 2002 City of Philadelphia $300

million Tax Revenue Anticipation Notes ("TRAN").

112. Kemp recommended that Commerce Capital Markets be selected for lucrative

participation in bond deals. For example, on or about May 5, 2003, White and Kemp discussed

assignments for the upcoming 2003 TRAN deal. White said, "I told you I want Commerce to lead

it." The next day, at 12:40 p.m., Kemp reported to White that he had a meeting with the Finance

Director and "I recommended Commerce on the TRAN deal, she didn't have a problem with that,

so I'm submitting those teams to her today." Commerce Bank became the lead for the deal, which

closed on or about July 9, 2003, earning a management fee of $60,000, as well as a takedown of

$119,735 (more than double the receipt of any other underwriter on the deal).

113. On or about June 5, 2003, Kemp told White that he received the final selection of

financial services and law firms which would complete the 2003 TRAN deal for the City. With

respect to Commerce Capital Markets, Kemp asked White, "do me a favor and call Commerce first

so I can get this damn thing started."

114. On or about July 9, 2003, White called Holck and told Holck that the TRAN deal

closed that day. Holck said, "that's great." White then told Holck, "you know, you were appointed

trustee on the GO [general obligation bond] deal." Holck said, "great."


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115 White and Kemp also arranged for Commerce Capital Markets to be selected as an

underwriter for a Philadelphia Municipal Authority ("PMA") bond issuance. On or about August

28, 2003, Kemp assured White that Commerce (one of the firms Kemp identified to White in the

call as "your people") would be placed in the PMA deal, and Kemp in fact made that

recommendation to the Finance Director on or about September 2, 2003. The deal closed on or

about December 16, 2003, and Commerce earned $71,528 as a co-manager.

116. During Kemp's tenure as Treasurer, White serve either as bond counsel or

underwriter's counsel on almost every Philadelphia bond deal, earning $634,000 on legal fees in

the process. At the same time, a printing business (which actually had no printing capacity but

instead subcontracted printing work with mark-ups of up to 400%) run by White and his girlfriend

was awarded $309,000 in contracts associated with City bond issuances.

117. Of forty investment banks used by the City in bond deals during the three fiscal

years beginning July 1, 2000, Commerce Capital Markets (certainly not first tier investment bank)

earned more in fees than all but two, while its parent company, Commerce Bank, simultaneously

garnered $60 million in deposits and a $30 million line of credit.

CORRUPT AND FRAUDULENT PRACTICES DURING THE CLASS PERIOD

118. Through their course of business, the Individual Defendants knowingly placed

investors in the securities of Commerce Bank at tremendous risk of loss upon disclosure of the

illegal and inherently unsustainable practices of Company executives, as detailed herein.

119. This disclosure, in a federal criminal indictment of White, Holck and Umbrell on

September 29, 2004, for honest services fraud, conspiracy, wire fraud, mail fraud, extortion, and

false statements to the FBI, has caused and will continue to cause incalculable damage to the

business prospects and reputation of Commerce Bank, and in turn the market value of Commerce

Bank securities. Few reasonable state, city or municipal authorities would now risk hiring


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Commerce Bank for underwriting, financial advisory or commercial banking services. In the two

days following disclosure of the indictments, owners of Commerce Bank common stock alone

have suffered a loss of approximately $750 million.

FALSE AND MISLEADING STATEMENTS DURING THE CLASS PERIOD

120. During the Class Period, Commerce Bank filed the following documents with the

Securities and Exchange Commission (“SEC”):

• Commerce Bank’s earnings release (released from the Company’s principal executive offices in Cherry Hill, NJ) and associated10-Q for the second quarter of 2002, filed with the SEC on August 14, 2002 (signed and certified by Individual Defendants Hill and Pauls);

• Commerce Bank’s earnings release (released from the Company’s principal executive offices in Cherry Hill, NJ) and associated10-Q for the third quarter of 2002, filed with the SEC on November 14, 2002 (signed and certified by Individual Defendants Hill and Pauls);

• Commerce Bank’s earnings release (released from the Company’s principal executive offices in Cherry Hill, NJ) and associated10-K for 2002, filed with the SEC on March 31, 2003 (signed and certified by Individual Defendants Hill and Pauls);

• Commerce Bank’s earnings release (released from the Company’s principal executive offices in Cherry Hill, NJ) and associated10-Q for the first quarter of 2003, filed with the SEC on May 15, 2003 (signed and certified by Individual Defendants Hill and Pauls);

• Commerce Bank’s earnings release (released from the Company’s principal executive offices in Cherry Hill, NJ) and associated 10-Q for the second quarter of 2003, filed with the SEC on August 8, 2003 (signed and certified by Individual Defendants Hill and Pauls);

• Commerce Bank’s earnings release (released from the Company’s principal executive offices in Cherry Hill, NJ) and associated10-Q for the third quarter of 2003, filed with the SEC on November 13, 2003 (signed and certified by Individual Defendants Hill and Pauls);

• Commerce Bank’s fourth quarter earnings release (released from the Company’s principal executive offices in Cherry Hill, NJ) and associated10-K for 2003, filed with the SEC on March 15, 2004 (signed and certified by Individual Defendants Hill and Pauls);


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• Commerce Bank’s 10-K/A for 2003, filed with the SEC on April 29, 2004 (signed and certified by Individual Defendants Hill and Pauls); and

• Commerce Bank’s earnings release (released from the Company’s principal executive offices in Cherry Hill, NJ) and associated 10-Q for the first quarter of 2004, filed with the SEC on May 10, 2004 (signed and certified by Individual Defendants Hill and Pauls.

121. These filings contained positive statements regarding growth in the Company’s

deposit base, especially government and public deposits, and the growth in the Company’s fee

income from public finance and municipal investment banking:

• The Q2:02 earnings release entitled “Commerce Bancorp Earnings Per Share Up 32% Deposits Grow 48%” states: “Chairman Hill indicated ‘America's Most Convenient Bank’ continued its record growth, fueled by a deposit increase of 48%. Our combination of record deposit growth with a low cost of funds is unique in America.” The release also states: “The Company's dramatic deposit growth continues with total deposits at June 30, 2002 exceeding $12.3 billion, a $4.0 billion increase or 48% over total deposits of $8.4 billion a year ago.” The release further states that ending government deposits had grown to $1,261 million from $932 million the previous year. The release further states: “Total revenues for the Company's capital markets division were $8.1 million for the second quarter of 2002 compared to $5.3 million for the second quarter of 2001, a 54% increase.”

• The Q2:02 10:Q states its average balance during the quarter of deposits consisting of public funds had increased to $985 million from $782 million the previous year. It further states that Deposit Charges & Service Fees from the Commerce Capital Markets (investment bank fees) had increased by 54% to $8.1 million from $5.3 million in the previous year.

• The Q3:02 earnings release entitled “Commerce Bancorp Earnings Per Share Up 39%; Deposits Grow 47%” states: “Chairman Hill indicated ‘America's Most Convenient Bank’ continued its record growth, fueled by a deposit increase of 47%. Our combination of record deposit growth with a low cost of funds is unique in America." The release also states: “The Company's dramatic deposit growth continues with total deposits at September 30, 2002 of $13.9 billion, a $4.5 billion increase or 47% over total deposits of $9.4 billion a year ago.” The release further states that ending government deposits had grown to $1,595 million from $1,212 million the previous year. The release further states: “The strong performance of [Commerce Capital Markets] was led by the public finance division. Total revenues for the Company's capital markets division were $12.1 million for the third quarter of 2002 compared to $6.1 million for the third quarter of 2001, a 97% increase.”


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• The Q3:02 10:Q states its average balance during the quarter of deposits consisting of public funds had increased to $1 billion from $744 million the previous year. It further states that Deposit Charges & Service Fees from the Commerce Capital Markets (investment bank fees) had increased by 97% to $12.1 million from $6.1 million in the previous year.

• The Q4:02 earnings release entitled “Commerce Bancorp Earnings Per Share up 39% Deposits Grow 43%” states: “Chairman Hill indicated ‘America's Most Convenient Bank’ continues to produce record results, fueled by a deposit increase of 43% and earnings per share growth of 39%." The release also states: “The Company's dramatic deposit growth continues with total deposits at December 31, 2002 of $14.5 billion, a $4.4 billion increase or 43% over total deposits of $10.2 billion a year ago.” The release further states that ending government deposits had grown to $1,745 million from $1,314 million the previous year. The release further states: “Total revenues for the Company's capital markets division were $8.5 million for the fourth quarter of 2002 compared to $5.5 million for the fourth quarter of 2001, a 55% increase. Total revenues for the year 2002 were $35.1 million versus $22.0 million for 2001, a 59% increase.”

• The 2002 10-K states its average balance during 2002 of deposits consisting of public funds had increased to $926 billion from $790 million in 2001. It further states that Deposit Charges & Service Fees from the Commerce Capital Markets (investment bank fees) had increased by 60% to $35.1 million from $22 million in 2001.

• The Q1:03 earnings release entitled “Commerce Bancorp Earnings Per Share up 33 % -- Deposits up $1.5 Billion” states: “Chairman Hill indicated ‘America's Most Convenient Bank’ continues to produce record results, fueled by a deposit increase of 43% and earnings per share growth of 33%." The release also states: “The Company's dramatic deposit growth continues with total deposits at March 31, 2003 of $16.2 billion, a $4.9 billion increase or 43% over total deposits of $11.3 billion a year ago, including $1.7 billion of growth in the first quarter.” The release further states that ending government deposits had grown to $2,111 million from $1,262 million the previous year. The release further states: “Total revenues for the Company's capital markets division were $10.0 million for the first quarter of 2003 compared to $6.4 million for the first quarter of 2002, a 55% increase.”

• The Q1:03 10:Q states that Deposit Charges & Service Fees from the Commerce Capital Markets (investment bank fees) had increased by 56% to $10 million from $6.4 million in the previous year.

• The Q2:03 earnings release entitled “Commerce Bancorp Earnings Per Share up 29%; Deposits up 44% for Second Quarter” states: “Chairman Hill indicated ‘America's Most Convenient Bank’ continues to produce record results, fueled by a deposit increase of 44% or $5.4 billion and earnings per share growth of 29%." The release also states: “The Company's dramatic deposit growth continues with total deposits at June 30, 2003 of $17.8 billion, a $5.4 billion increase or 44% over total


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deposits of $12.4 billion a year ago, including $1.6 billion of growth in the second quarter.” The release further states that ending government deposits had grown to $2,226 million from $1,304 million the previous year. The release further states: “Total revenues for the Company's capital markets division were $9.7 million for the second quarter of 2003 compared to $8.1 million for the second quarter of 2002, a 20% increase.”

• The Q2:03 10:Q states that Deposit Charges & Service Fees from the Commerce Capital Markets (investment bank fees) had increased by 20% to $9.7 million from $8.1 million in the previous year.

• The Q3:03 earnings release entitled “Third Quarter Deposits up $1.8 Billion at Commerce Bancorp” states: “Vernon W. Hill, II, Chairman, commenting on the Company's financial results said, ‘in the most difficult low-rate operating environment in the last 45 years, the unique Commerce business model continues to produce strong top-line revenue growth driven by strong deposit growth which significantly increases our net interest income and net income.’" The release also states: “The Company's dramatic deposit growth continues with total deposits at September 30, 2003 of $19.6 billion, a $5.7 billion increase or 41% over total deposits of $13.9 billion a year ago, including $1.8 billion of growth in the third quarter.” The release further states that ending government deposits had grown to $2,863 million from $1,726 million the previous year.

• The Q3:03 10:Q states: “Total deposits at September 30, 2003 were $19.6 billion, up $5.7 billion, or 41% over total deposits of $13.9 billion at September 30, 2002, and up by $5.0 billion, or 34% from year-end 2002. Deposit growth during the first nine months of 2003 included core deposit growth in all categories as well as growth from the public sector.”

• The Q4:03 earnings release entitled “Fourth Quarter Net Income up 40% at Commerce Bancorp” states: “Vernon W. Hill, II, Chairman, commenting on the Company's financial results said, ‘the unique Commerce business model continues to produce strong top-line revenue growth, driven by strong deposit growth.’" The release also states: “The Company's dramatic deposit growth continues with total deposits at December 31, 2003 of $20.7 billion, a $6.2 billion increase or 42% over total deposits of $14.5 billion a year ago, including $1.1 billion of growth in the fourth quarter.” The release further states that ending government deposits had grown by 85% to $3,420 million from $1,567 million the previous year.

• The 2003 10-K states that Deposit Charges & Service Fees from the Commerce Capital Markets (investment bank fees) had increased by 21% to $42.5 million from $35.1 million in 2002.

• The Q1:04 earnings release entitled “Commerce Bancorp Net Income up 44 % -- Deposits up $2.2 Billion” states: “Vernon W. Hill, II, Chairman, commenting on the Company's financial results said, ‘the unique Commerce business model continues to produce strong top-line revenue growth. Strong deposit growth and positive


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operating leverage produced another record quarter of performance.’" The release also states: “The Company's dramatic deposit growth continues with total deposits at March 31, 2004 of $22.9 billion, a $6.7 billion increase or 41% over total deposits of $16.2 billion a year ago, including $2.2 billion of growth in the first quarter.” The release further states that ending government deposits had grown to $3,620 million from $2,111 million the previous year.

• The Q1:04 10:Q states its average balance during the quarter of deposits consisting of public funds had increased to $969 million from $793 million the previous year. It further states that Deposit Charges & Service Fees from the Commerce Capital Markets (investment bank fees) totaled $9.7 million in the quarter.

• activities made in conjunction therewith as flowing therefrom

122. When the defendants chose to make positive statements about growth in Commerce

Bank’s government and public deposits, they had a duty to tell the whole truth about the

unsustainable and illegal manner in which many, if not most, of those deposits were procured.

Similarly, when the defendants chose to make positive statements about growth in Commerce

Bank’s investment banking fees at Commerce Capital Markets, they had a duty to tell the whole

truth about the unsustainable and illegal manner in which many of their underwriting awards were

procured. In order to provide a complete picture, these filings needed to disclose:

(a) the corrupt, illegal and unsustainable means that Commerce Bank, as a

matter of practice, was utilizing to develop banking business with state, city and municipal

authorities; and

(b) the attendant risks that such practices were creating for the future prospects

of the Company.

123. The Individual Defendants nevertheless made, prepared, reviewed and /or approved

these positive statements with actual knowledge of the inherent unsustainability of the Company’s

business practices and the risks those practices created for the Company’s future prospects and

reputation, and with actual knowledge that they were thereby failing to disclose highly material

facts that were necessary to render their positive statements not misleading. This failure to


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disclose renders the aforementioned statements fraudulent. Put simply, innocent investors were

duped into believing that they were investing in a reputable, ethical Company that was growing its

investment banking fees, and government and public deposit base in a solid, sustainable, and

impressive manner. They therefore purchased Commerce Bank securities at prices higher than

they would have had the Company’s actual business practices been disclosed.

124. In Philly.com dated January 20, 2005, it stated:

TESTIMONY FOCUSES ON STREET’S ROLE Trial testimony and documents yesterday drew Mayor Street ever closer to the events under scrutiny in the city Hall corruption investigation. In a federal courtroom, former city Finance director Janice Davis testified that Street chastised her for ignoring a request for inside information on city financing – a request from lawyer, power-broker and Street friend Ronald A. White. Street “was a little disturbed that I had kind of blown Ron off, David testified. “I understood then that Ron was f friend of the mayor’s and I should take his request seriously.” Davis also told the jury: “It was understood that if he p[White] was proposing someone who had the qualifications, they should included.”

125. In The Street.com dated December 8, 2004, it stated:

COMMERCE BANCORP SUBPOEAED IN PHILADEPHIA GRAFT PROBE

Commerce Bancorp reported receiving a “follow-up subpoena” from the Securities and Exchange Commission in the agency’s investigation of possible graft in Philadelphia government. The bank disclosed the subpoena in an 8K filed Wednesday and said it is cooperating with the agency. Commerce said a routine NASD exam has produced no new developments. Commerce has consistently played down the significance of the SEC probe, which is has described as informal. The investigation is ostensibly separate from a scandal that resulted in the indictment of two executives of Commerce’s Philadelphia subsidiary bank in an influence-peddling scheme last June.


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BUSINESS AS USUAL FOR COMMERCE BANCORP 126. In the Philadelphia Inquirer dated January 21, 2005, it stated:

It's earnings season, and investors are listening in on teleconferences and Webcasts as Wall Street analysts ask corporate executives to explain their companies' financial performance in 2004. But anyone who thinks that such events always amount to an uncensored grilling by shareholder advocates might consider what happened at Commerce Bancorp's 55-minute question and answer session in its Jan. 14 teleconference. Four Wall Street analysts who have rated Commerce "Sell" or "Underperform" say they were ignored when they tried to question Commerce Chairman Vernon Hill and Chief Financial Officer Douglas Pauls on the Cherry Hill company's results. By contrast, at least nine analysts who have rated the company "Buy," "Outperform" or "Hold" were allowed to ask questions, along with several others from firms that do not publicly rate the stock. Some pro-Commerce analysts, including those of Merrill Lynch and A.G. Edwards, were permitted to ask questions twice, while critics repeatedly pushed their phone buttons but were passed over. Based in Cherry Hill, Commerce has long been a Wall Street favorite for its rapid growth and rising profits; critics worry it is vulnerable to rising interest rates and "headline risk" from the pending trials of two Commerce executives charged in a Philadelphia city corruption investigation. The bank and the executives deny wrongdoing. Commerce Chairman Vernon Hill defended the bank's screening of its inquisitors. "Our call is very long and very open," Hill said. "While at a lot of other companies, the CEO isn't there," or questions are limited to a few minutes. Plus, the analysts who were ignored "can call us anytime they want." But Commerce officials acknowledged that a number of critics were bypassed during the call last Friday. "We try to accommodate all the calls, supporters or non-supporters. But in the interest of time, a lower priority is given to callers who have a history of being disruptive," said Commerce spokesman Edward Jordan. "Some people really don't like us." Jordan said the critics had been permitted to ask questions in the past, and some would be welcome to do so in the future. Hill and Commerce had every right to ignore unfavorable analysts, said Ari Gabinet, head of the Philadelphia office of the Securities and Exchange Commission. "But it just strikes me as odd for a company to be shunning analysts.


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The less information the analysts have, the lower the quality of the coverage of the stock." While analysts have long suspected companies of favoring questions from their fans, shutting down critics altogether is considered unusual. "I've never experienced this before. I don't think it's illegal, but it doesn't do much to inspire confidence when you have a management team that tries to control the message," said Robert Hughes of Keefe, Bruyette & Woods in New York, which specializes in financial stocks and manages a well-known bank stock benchmark index. Despite Hughes' recent "underperform" rating on Commerce, the bank's Jordan praised Hughes as "very professional" and said he would likely be among the first analysts allowed to ask questions at Commerce's next call. But that might not happen any time soon for Adam Barkstrom of Legg Mason. "I was on the conference call from the start. I hit the (phone) keys to ask questions," but was never called, said Barkstrom, a veteran Commerce skeptic. After the first round of questioning ended, the event's moderator asked if there were other questions, "and I pressed again," but was again bypassed, Barkstrom added. Barkstrom was blocked because he "made up" content in a research paper questioning how Commerce reported expenses for branch construction, Jordan said. (Barkstro)

Applicability Of Presumption Of Reliance: Fraud-On-The-Market Doctrine

127. At all relevant times, the market for Commerce securities was an efficient market.

Commerce stock met the requirements for listing, and was listed and actively traded on the NYSE,

a highly efficient and automated market. As a regulated issuer, Commerce filed periodic public

reports with the SEC and the NYSE. Commerce regularly communicated with public investors via

established market communication mechanisms, including through regular disseminations of press

releases on the national circuits of major newswire services and through other wide-ranging public

disclosures, such as communications with the financial press and other similar reporting services.

Additionally, Commerce was followed by several securities analysts who wrote reports. Each of

these reports was publicly available and entered the public marketplace. As a result of the

foregoing, the market for Commerce securities promptly digested current information regarding

the Company from all publicly-available sources and reflected such information in Commerce’s


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stock price. Under these circumstances, all purchasers of Commerce securities during the Class

Period suffered similar injury through their purchase of Commerce securities at artificially inflated

prices and a presumption of reliance applies. Moreover, the statutory safe harbor provided for

forward-looking statements under certain circumstances does not apply to any of the allegedly

false statements pleaded in this complaint. Many of the specific statements pleaded herein were not

identified as “forward-looking statements” when made. To the extent there were any

forward-looking statements, there were no meaningful cautionary statements identifying important

factors that could cause actual results to differ materially from those in the purportedly

forward-looking statements. Alternatively, to the extent that the statutory safe harbor does apply to

any forward-looking statements pleaded herein, defendants are liable for those false

forward-looking statements because at the time each of those forward-looking statements was

made, the particular speaker knew, or should have know, that the particular forward-looking

statement was false, and/or the forward-looking statement was authorized and/or approved by an

executive officer of Commerce who knew that those statements were false when made.

FIRST COUNT

For Violation of §10(b) of the 1934 Act and Rule 10b-5 Against All Defendants

128. Plaintiff incorporates ¶¶1-127 by reference.

129. During the Class Period, defendants disseminated or approved the false statements

specified above, which they knew or recklessly disregarded were materially false and misleading

in that they contained material misrepresentations and failed to disclose material facts necessary in

order to make the statements made, in light of the circumstances under which they were made, not

misleading.

130. Defendants violated §10(b) of the 1934 Act and Rule 10b-5 in that they:

(a) Employed devices, schemes, and artifices to defraud;


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(b) Made untrue statements of material facts or omitted to state material facts

necessary in order to make statements made, in light of the circumstances under which they were

made not misleading; or

(c) Engaged in acts, practices, and a course of business that operated as a fraud

or deceit upon plaintiff and others similarly situated in connection with their purchases of

Commerce Bank publicly traded securities during the Class Period.

131. Plaintiff and the Class have suffered damages in that, in reliance on the integrity of

the market, they paid artificially inflated prices for Commerce Bank publicly traded securities.

Plaintiff and the Class would not have purchased Commerce Bank publicly traded securities at the

prices they paid, or at all, if they had been aware that the market prices had been artificially and

falsely inflated by defendants’ misleading statements and omissions.

132. As a direct and proximate result of these defendants’ wrongful conduct, plaintiff

and the other members of the Class suffered damages in connection with their purchases of

Commerce Bank publicly traded securities during the Class Period.

SECOND COUNT

For Violation of §20(a) of the 1934 Act Against All Defendants

133. Plaintiff incorporates ¶¶1-132 by reference.

134. The executive officers of Commerce Bank prepared, or were responsible for

preparing, the Company’s press releases and SEC filings. The Individual Defendants controlled

other employees of Commerce Bank. Commerce Bank controlled the Individual Defendants and

each of its officers, executives and all of its employees. By reason of such conduct, defendants are

liable pursuant to §20(a) of the 1934 Act.


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CLASS ACTION ALLEGATIONS

135. Plaintiff brings this action as a class action pursuant to Rule 23 of the Federal Rules

of Civil Procedure on behalf of all persons who purchased Commerce Bank publicly traded

securities (the “Class”) on the open market during the Class Period. Excluded from the Class are

defendants, directors and officers of Commerce Bank and their families and affiliates.

136. The members of the Class are so numerous that joinder of all members is

impracticable. The disposition of their claims in a class action will provide substantial benefits to

the parties and the Court. During the Class Period, Commerce Bank had more than 77 million

shares of stock outstanding, owned by thousands of persons.

137. There is a well-defined community of interest in the questions of law and fact

involved in this case. Questions of law and fact common to the members of the Class which

predominate over questions which may affect Individual Class members include:

(a) Whether the 1934 Act was violated by defendants;

(b) Whether defendants engaged in fraudulent, illegal and inherently

unsustainable business practices;

(c) Whether defendants omitted and/or misrepresented material facts;

(d) Whether defendants’ statements omitted material facts necessary to make

the statements made, in light of the circumstances under which they were made, not misleading;

and

(e) Whether defendants knew or recklessly disregarded that their statements

were false and misleading.


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PRAYER

WHEREFORE, plaintiff prays for judgment as follows: declaring this action to be a proper

class action; awarding damages, including interest; awarding reasonable costs, including attorneys’

fees; and such equitable/injunctive or other relief as the Court may deem proper.

JURY DEMAND

Plaintiff demands a trial by jury.


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DATED: January 24, 2004 By:

LITE DEPALMA GREENBERG & RIVAS, LLC

/s/ Joseph J. DePalma Joseph DePalma (JP7697) Two Gateway Center, 12th Floor Newark, New Jersey 07102 Telephone: 973-623-3000 Fax: 973-623-0858 SCOTT + SCOTT, LLC David R. Scott Neil R. Rothstein Erin Comite 108 Norwich Avenue Colchester, CT 06415 Telephone: 860-537-3818 Fax: 860-537-4432 - and - Edmund W. Searby Walter Noss 33 River Street Chagrin Falls, OH 44022 Telephone: 440-247-8200 Fax: 440-247-8275 - and - Arthur L. Shingler III 401 B Street, Suite 307 San Diego, CA 92103 Telephone: 619-233-4565 Fax: 619-233-0508

Attorneys for Plaintiff


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LITE DEPALMA GREENBERG & RIVAS, LLCJoseph J . DePalma (JD-7697)Susan D . Pontoriero (SP-0463)Two Gateway Center, 12th FloorNewark, New Jersey 07102Attorneys for Plaintiff

UNITED STATES DISTRICT COURTDISTRICT OF NEW JERSE Y

ELECTRONICALLY FILED

MARY ANN GALATI, Individually and On) No . Cv-04-03252Behalf of All Those Similarly Situated, )

CLASS ACTIONPlaintiff, )

CERTIFICATE OF SERVICEVS . )

COMMERCE BANCORP, INC . VERNONW. HILL, II ,RONALD A. WHITE,DOUGLAS J . PAULS, GLEN K. HOLCK, )and STEPHEN M. UMBRELL ,

Defendants .

I, Karen M. Leser, hereby certify that on this 24th day of January, 2005, I caused a tru e

and correct copy of the foregoing CONSOL IDATED COMPLAINT FOR VIOLATION OF THE

FEDERAL SECURITIES LAWS to be served upon the attached service list via first-class mail .

KAREN M. LESER

SERVICE LIST

Counsel for Plaintiffs

LITE DEPALMA GREENBERG ABRAHAM, FRUCHTER & TWERSKY ,& RIVAS, LLC LLP

Joseph DePalmaTwo Gateway Center, 12th Floor

Jeffrey S . Abraham, Esq .Lawrence D . Levit, Esq.

Newark, New Jersey 07102 One Penn Plaza ; Suite 191 0Telephone: (973) 623-3000 New York, New York 10119Facsimile: (973) 623-0858 Telephone: (212) 279-5050E-mail : jdepalmagldgrlaw.com Facsimile: (212) 279-365 5

E-mail : jabraham [email protected] for Plaintiffs Mary Ann larryl@abrahamlaw .comGalati , Rostislav Semeran and ShelbyGoldgrab Attorneys for Shelby Goldgra b

SCOTT + SCOTT, LLC WECHSLER HARWOOD LL PDavid R. Scott, Esq. Robert I . Harwood, Esq .108 Norwich Avenue Jeffrey M. Norton, Esq .Colchester, CT 06415 488 Madison Avenue, 8th Floo rTelephone : (860) 537-3818 New York, New York 10022Facsimile: (860) 537-4432 Telephone : (212) 935-740 0E-mail : drscott@scott-scott .com Facsimile : (212) 753-363 0

rrrarwoad wh-sqcornSCOTT + SCOTT, LLC jn orton@whesq comArthur Shingler, Esq .401 B Street, Suite 307 Of Counsel :San Diego, CA 92103 Law Offices of Charles J . Piven, PATelephone : (619) 233-4565 Charles J . Piven, Esq .Facsimile : (619) 233-0508 401 East Pratt St., Suite 2525E-mail : ashinglergscott-scott .com Baltimore, Maryland 21202

Telephone: (410) 332-003 0WALTER NOSS Facsimile : (410) 685-1300Edmund W. Searby, Esq . E-mail : [email protected] River St.Chagrin Falls, OH 44022 Attorneys for Rostislav SemeranTelephone : (440) 247-820 0Facsimile (440) 247-827 5E-mail : wnoss c@scott-scott .com;esearbygscott-scoff .com

Attorneys for Mary Ann Galati

ABBEY GARDY, LLPMark C. Gardy, Esq.Nancy Kaboolian, Esq .212 E. 39th Stree tNew York, NY 1001 6Telephone: (212) 889-3700Facsimile: (212) 684-519 1E-mail : mgardyna,abbeygard .com

nkaboolian(a,abb eygardy . com

LAW OFFICE OFJAMES V. BASHIAN, PC

James V . Bashian, Esq .Fairfield Commons271 Route 46 Wes tSuite F207Fairfield, NJ 07004Telephone: (973) 227-6330Facsimile: (973) 808-868 5E-mail : jbashian@bashianlaw .com

for Robert Morrison

SQUITIERI & FEARON, LLPOlimpio Squitieri13 James StreetMorristown, NJ 07960Telephone: (973) 267-4480Email : lee@sfclasslaw . com

GLANCY, BINKOW & GOLDBERG,LLPLionel Z. Glancy, Esq .Michael Goldberg, Esq.1801 Avenue of the StarsLos Angeles, CA 90067Telephone : (310) 201-9150Facsimile : (310) 201-9160E-mail : 1 lancy@ lg ancylaw.com

m olg dbergg, lg ancylaw.com

Attorneys for E . Miles Senn

Defendants ' CounselBLANK ROME LLPEvan4I. Le tmari Es1 Logan Square130 N. 18th StreetPhiladelphia, PA 19103Telephone: (215) 569-5367Facsimile : (215) 569-5367E-mail- : 1 echtman @ibl ankrome . com

BLANK ROME LLPMatthew Siembieda, Esq .Timothy D. Katsiff, Esq .One Logan Snii re

Philadelphia, PA 19103Telephone : (215) 596-5617Facsimile: (215) 832-5617E-mail : [email protected]

katsiff@blankrome .com

GIBBONS DEL DEO DOLAN

Lawrence S . Lustberg, Esq .1 Riverfront Plaz aNewark, New Jersey 07102Telephone : (973) 596-4731Facsimile : (973) 639-628 5E-mail : llustberg_, gibbons1aw. com

Attorneys for Stephen M. Umbrell

Attorneys for Defendants CommerceBancorp, Inc. ; VernonW. Hill, III ;Douglas J. Pauls

JACOBS & BARBONE, P .A . MARINO & ASSOCIATES, P .C .Edwin J . Jacobs, Jr ., Esq . Kevin H. Marino, Esq .1125 Pacific Ave . One Newark Center, 9th FloorAtlantic City, New Jersey 08401 Newark, New Jersey 07102Telephone : 609-348-1125 Telephone : 973-824-930 0Facsimile : 609-348-3774 Facsimile: 973-824-842 5E-mail : Jacobs&barbone(a~comcast .net E-mail : kmarinokkhmarino.com

Attorneys for Glen K. Holck

Attorneys for Ronald A. White

LITE DEPALMA GREENBERG & RIVAS, LLC Joseph DePalma, Esq....

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