S-8

As filed with the Securities and Exchange Commission on December 4, 2008

Registration No. 333-________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

____________

PENNSYLVANIA COMMERCE BANCORP, INC.

(Exact name of issuer as specified in its charter)

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

3801 Paxton Street, PO Box 4999, Harrisburg, PA	17111-0999
(Address of Principal Executive Offices)	(Zip Code)

PENNSYLVANIA COMMERCE BANCORP, INC.

2006 Employee Stock Option Plan

(Full title of the Plan)

MARK A. ZODY, CHIEF FINANCIAL OFFICER

PENNSYLVANIA COMMERCE BANCORP, INC.

3801 Paxton Street

PO Box 4999

Harrisburg, Pennsylvania 17111

(Name and address of agent for service)

(800) 653-6104

(Telephone number, including area code, of agent for service)

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

Large accelerated filer	Accelerated filer	X
Non-accelerated filer	Smaller Reporting Company

Copies to:

Mary Alice Busby, Esquire

Mette, Evans & Woodside

1105 Berkshire Boulevard, Suite 320

Wyomissing, PA  19610

(610) 374-1135

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CALCULATION OF REGISTRATION FEE

		Proposed	Proposed
Title of	Amount	maximum	maximum	Amount of
securities	to be	offering	aggregate	registration
to be	registered	price	offering	fee
registered	(1)	per share(2)	price (2)
Common	500,000	$ 26.89	$13,445,000	$528.39
Stock	shares
($1.00
par value)

(1)	In accordance with Rule 416 (c), this Registration Statement shall also register any additional shares of the Registrant's common stock which may become issuable to prevent dilution resulting from stock splits, stock dividends or similar transactions, as provided by the Plan.
(2)	Shares are being registered for stock options granted pursuant to the Pennsylvania Commerce Bancorp, Inc. 2006 Employee Stock Option Plan.  The offering (exercise) price per share has been computed pursuant to Rule 457 (c) and (h)(1) based on the average of the high and low prices of the common stock of the Registrant on the Nasdaq Stock Market on November 28, 2008.

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PART I

INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

Information required by Part I to be contained in the Section 10(a) prospectus is omitted from the Registration Statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.                      Incorporation of Documents by Reference.

The following documents are incorporated by reference in this Registration Statement:

(a) The Company’s Annual Report on Form 10-K for the year ended December 31, 2007.

(b) The Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2008, June 30, 2008, and September 30, 2008.

(c) The Company’s Current Reports on Form 8-K filed with the SEC on January 22, 2008; February 8, 2008; February 28, 2008; April 16, 2008; July 15, 2008; October 15, 2008; November 6, 2008; November 7, 2008; November 10, 2008; and November 13, 2008.

(d) All other reports filed by the Company pursuant to sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 2007.

(e) The description of the Company’s common stock contained in the Company’s Registration Statement on Form 8-A dated September 23, 2004 and filed September 28, 2004, and any amendment or report filed for the purpose of updating such description, filed pursuant to the Exchange Act.

All documents subsequently filed by the Company pursuant to sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

Item 4.                      Description of Securities.

Not Applicable.

Item 5.                      Interests of Named Experts and Counsel.

Certain legal matters in connection with the Plan have been passed upon for the Company by the law firm of Mette, Evans & Woodside.  As of November 24, 2008, Mette, Evans & Woodside and its attorneys beneficially owned (pursuant to Rule 13d-3 of the Exchange Act) an aggregate of approximately

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211,700 shares of the Company’s common stock.  Howell C. Mette, a shareholder and employee of Mette, Evans & Woodside, is a director of the Company.

Item 6.                      Indemnification of Directors and Officers.

Pennsylvania law provides that a Pennsylvania corporation may indemnify directors, officers, employees, and agents of the corporation against liabilities they may incur in such capacities for any action taken or any failure to act, whether or not the corporation would have the power to indemnify the person under any provision of law, unless such action or failure to act is determined by a court to have constituted recklessness or willful misconduct.  Pennsylvania law also permits the adoption of a bylaw amendment, with the approval of a corporation's shareholders, providing for the elimination of a director's liability for monetary damages for any action taken or any failure to act unless (1) the director has breached or failed to perform the duties of his office and (2) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.

The Company’s articles of incorporation and bylaws have provisions providing for (1) indemnification of directors, officers and employees of the Company and (2) the elimination of a director's liability for monetary damages, each to the full extent permitted by Pennsylvania law.

The Company’s bylaws also provide for the creation of a fund to secure or insure the Company’s indemnification obligations under the articles of incorporation and bylaws.  The Company’s directors’ and officers’ liability insurance policy covers typical errors and omissions liability associated with the activities of the Company.  The provisions of the insurance policy would probably not indemnify the directors and officers against liability arising under the Securities Act of 1933, as amended.

Item 7.                      Exemption from Registration Claimed.

Not applicable.

Item 8.                      Exhibits.

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

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

5 Opinion re: Legality and Consent of Mette, Evans and Woodside, special counsel to the Company.

10.1 Pennsylvania Commerce Bancorp, Inc. 2006 Employee Stock Option Plan, as amended.

5

23.1 Consent of Beard Miller Company LLP.

23.2 Consent of Mette, Evans and Woodside, special counsel to the Company (included in Exhibit 5).

24 Powers of Attorney (included on signature page).

Item 9.                      Undertakings.

(a)           The undersigned Registrant hereby undertakes:

(1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)           To include any prospectus required by section 10(a)(3) of the Securities Act of 1933, unless the information required to be included in such post-effective amendment is contained in a periodic report filed by the Registrant pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 that is incorporated herein by reference;

(ii)           To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement, unless the information required to be included in such post-effective amendment is contained in a periodic report filed by the Registrant pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 that is incorporated herein by reference;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)           That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)           To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)           The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)           Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions

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described in Item 6 above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liability (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Harrisburg, Commonwealth of Pennsylvania, on this 4th day of December 2008.

PENNSYLVANIA COMMERCE BANCORP, INC.

(Registrant)

By  /s/ Mark. A. Zody

Mark A. Zody

Chief Financial Officer and Treasurer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

KNOW ALL MEN BY THESE PRESENTS, that each Director whose signature appears below constitutes and appoints Gary L. Nalbandian and Mark A. Zody and each of them, his true and lawful attorney-in-fact, as agent with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacity, to sign any or all amendments to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Signature	Title
/s/ Gary L. Nalbandian Gary L. Nalbandian	Chairman of the Board, President and Director (Principal Executive Officer)	December 4, 2008
/s/ Mark A. Zody Mark A. Zody	Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)	December 4, 2008
/s/ James R. Adair James R. Adair	Director	December 4, 2008

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/s/ John J. Cardello John J. Cardello	Director	December 4, 2008
/s/ Jay W. Cleveland, Jr. Jay W. Cleveland, Jr.	Director	December 4, 2008
/s/ Douglas S. Gelder Douglas S. Gelder	Director	December 4, 2008
/s/ Alan R. Hassman Alan R. Hassman	Director	December 4, 2008
/s/ Howell C. Mette Howell C. Mette	Director	December 4, 2008
/s/ Michael A. Serluco Michael A. Serluco	Director	December 4, 2008
/s/ Samir J. Srouji Samir J. Srouji, M.D.	Director	December 4, 2008

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EXHIBIT INDEX

Exhibit

3.1	Amended and Restated Articles of Incorporation of Pennsylvania Commerce Bancorp, Inc. (incorporated by reference to Exhibit 3(i) to the Company’s Current Report on Form 8-K, filed with the SEC on December 20, 2007).
3.2	Amended and Restated Bylaws of Pennsylvania Commerce Bancorp, Inc. (incorporated by reference to Exhibit 3(ii) to the Company's Current Report on Form 8-K, filed with the SEC on December 20, 2007).
5	Opinion re: Legality and Consent of Mette, Evans and Woodside, special counsel to the Company.

10.1 Pennsylvania Commerce Bancorp, Inc. 2006 Employee Stock Option Plan, as amended.

23.1	Consent of Beard Miller Company LLP.
23.2	Consent of Mette, Evans and Woodside, special counsel to the Company (included in Exhibit 5).
24	Powers of Attorney (included on signature page).

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EX-5

Exhibit 5

METTE, EVANS & WOODSIDE

A Professional Corporation

Attorneys at Law

1105 Berkshire Boulevard

Suite 320

Wyomissing, PA  19610

-----------

Telephone 610-374-1135

Fax 610-371-9510

                                December 1, 2008

Board of Directors

Pennsylvania Commerce Bancorp, Inc.

3801 Paxton Street

Harrisburg, PA 17111

Re:	Pennsylvania Commerce Bancorp, Inc.
	Registration Statement on Form S-8: 2006 Employee Stock Option Plan

Ladies and Gentlemen:

This opinion is rendered in connection with the Registration Statement filed on Form S-8 with the Securities and Exchange Commission under the Securities Act of 1933 (“Registration Statement”), under which 500,000 shares of common stock of Pennsylvania Commerce Bancorp, Inc. ( the "Company"), par value $1.00 per share ("Shares"), are to be registered pursuant to the Pennsylvania Commerce Bancorp, Inc. 2006 Employee Stock Option Plan (“Plan”).

We have reviewed the corporate proceedings relating to the proposed stock offering and such other legal matters as we have deemed appropriate for the purpose of this opinion. We have not undertaken, nor do we intend to undertake, any independent investigation beyond such documents and records, or to verify the adequacy or accuracy of such documents and records.

Our examination of matters of law in connection with the opinions expressed herein has been limited to, and accordingly our opinions herein are limited to, the Pennsylvania Business Corporation Law. We assume no obligation to supplement this letter if any applicable laws change after the date hereof or if we become aware of any facts that may change the opinion expressed herein after the date hereof.

Based upon and subject to the foregoing, we are of the opinion that the Shares are duly and validly authorized and when issued and sold as contemplated by the Plan and the Registration

Pennsylvania Commerce Bancorp, Inc.

December 1, 2008

Page 2

Statement, will be legally and validly issued, fully paid and non-assessable shares of capital stock of the Company.

We hereby consent to the use of the name of our firm under Item 5 in Part II of the Registration Statement, and to the filing of this opinion as an exhibit to the Registration Statement which the Company is filing in connection with the registration of 500,000 common shares of the Company issuable under the Plan.

Very truly yours,

METTE, EVANS & WOODSIDE

EX-10.1

Exhibit 10.1

PENNSYLVANIA COMMERCE BANCORP, INC.

AMENDED 2006 EMPLOYEE STOCK OPTION PLAN

1. Purpose of Plan

The purpose of this Plan is to enable Pennsylvania Commerce Bancorp, Inc. (hereinafter referred to as “Commerce”) to continue to compete successfully in attracting and retaining key employees with outstanding abilities by making it possible for them to purchase shares of Commerce's common stock on terms which will give them a more direct and continuing interest in the future success of Commerce.

2. Definitions

"Commerce" means Pennsylvania Commerce Bancorp, Inc., a Pennsylvania corporation and bank holding company.

"Board" means the Board of Directors of Commerce.

"Committee" means a committee established by the Board.  The Committee shall consist of three or more members of the Board.  No member of the Committee may receive Options under the Plan.  The Compensation Committee may be the Committee if it meets these qualifications.

"Employees" means employees, including officers, regularly employed on a salary basis by Commerce.  “Employment with Commerce”, or words to that effect, shall include employment by any subsidiary or affiliate of Commerce.

“Fair Market Value” of a share of Commerce's common stock shall mean its closing sale price on the principal stock exchange on which the stock is traded on the date as of which the value is being determined. If there is no reported sale on that date, the Fair Market Value shall be the closing sale on the next preceding day for which a sale was reported

“ISO” means an incentive stock option described in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

“NQSO” means a stock option, which is not described in Section 422 of the Code.

“Option” means an option, either in the form of an ISO or NQSO, granted in accordance with the terms of this Plan.

"Optionee" means a person to whom an option has been granted under this Plan.

“Option Price” means the per share exercise price of the shares of Commerce common stock covered by each option.

"Shares" means shares of common stock of Commerce.

3. Aggregate Number of Shares

The total number of Shares for which Options may be granted under this Plan shall not exceed in the aggregate 500,000 shares, subject to appropriate adjustment if the number of issued shares shall be increased or reduced by change in par value, combination, or split-up, reclassification, distribution of a dividend payable in stock, or similar corporate action.  Shares covered by Options, which have expired, which have been cancelled or otherwise surrendered may again be available for option under this Plan.  Options may be granted in the form of ISOs or NQSOs.

4. Adjustment of Options

The number of Shares optioned from time to time to individual Optionee’s under the Plan, and the Option Prices therefore, shall be appropriately adjusted to reflect any changes in par value, combination, split-up, reclassification, distribution of dividend payable in stock, or the like.

5. Granting of Options

The Board, or if the Board so determines, the Committee, is authorized to grant Options to selected employees pursuant to this Plan during the calendar year 2006 and in any calendar year thereafter to December 31, 2015.  The number of Shares, if any, optioned in each year, the employees to whom Options are granted, and the number of Shares optioned to each employee selected shall be wholly within the discretion of the Board or the Committee.  The Board may grant both ISOs and NQSOs to the same employee. Board action on Options and administration of this Plan shall be only upon the advice and recommendation of the Committee if the Board has appointed a Committee.

6. Terms of ISOs

ISOs granted under this Plan shall contain the following terms:

(a) The ISO price shall be fixed by the Board or the Committee but shall in no event be less than 100% of the fair market value of the Shares subject to the ISO on the date the ISO is granted.  The ISO price, in the case of an Optionee who, at the time the Option is granted, owns more than 10% of the outstanding Shares of Commerce's common stock shall be at least 110% of the fair market value of the Shares subject to the ISO on the date the ISO is granted.

(b) ISOs shall not be transferable otherwise than by will or by the laws of descent and distribution.  No ISO shall be subject, in whole or in part, to attachment, execution or levy of any kind.

(c) Each ISO shall expire and all rights under the ISO shall end at the expiration of the exercise period for the ISO, which shall in no event be extended beyond its original term and shall not be more than ten years after the date on which it was granted.  Provided, however, that in the case of an Optionee who, at the time the Option is granted, owns more than 10% of the outstanding shares of Commerce's common stock, ISOs shall expire no more than five years after the date on which the ISO was granted.

(d) ISOs shall be exercisable only by the Optionee during the Optionee’s lifetime.  ISOs may be exercised only while employed by Commerce or within (i) three years after retirement, or (ii) three months after termination of employment (but in any event not later than the end of the period fixed by the Board or the Committee of the Board in accordance with the provisions of paragraph (c) of Section 6).  In all other respects, an ISO is exercisable by retired or terminated Optionee’s only to the extent the ISO was exercisable by the Optionee on the last day of his or her employment with Commerce.  For purposes of this paragraph (d), retirement shall mean termination of employment by an Optionee who has attained age 62.  If an Optionee retires due to disability, the ISOs granted to the Optionee shall be exercisable within 12 months of the date of retirement (but in any event not later than the end of the period fixed by the Board or the Committee of the Board in accordance with the provisions of paragraph (c) of this Section 6).

(e) If an Optionee dies within a period during which an ISO could have been exercised by the Optionee, the ISO may be exercised within three years after the Optionee’s death (but not later than the end of the period fixed by the Board or the Committee of the Board in accordance with the provisions of paragraph (c) of this Section 6) by those entitled under the Optionee’s will or the laws of descent and distribution, but only if and to the extent the ISO was exercisable by the Optionee immediately prior to the Optionee’s death.

(f) If Optionee's employment with Commerce is terminated by Commerce due to the misconduct of Optionee, as determined in the reasonable judgment of management of Commerce, all ISOs granted to the Optionee prior to termination shall be forfeited by Optionee and rendered unexercisable.

(g) ISOs may be exercised in whole or in part from time to time, subject to the provisions of this Plan and to such additional or different terms regarding the exercise of the ISOs as the Board or the Committee of the Board may fix at the time of grant.

(h) ISOs shall not be granted to any individual pursuant to this Plan, the effect of which would be to permit that individual first to exercise ISOs, in any calendar year, for the purchase of Shares having a fair market value in excess of $100,000 (determined at the time of the grant of the ISOs).  Any Optionee may exercise ISOs for the purchase of Shares valued in excess of $100,000 (determined at the grant of the ISOs) in any calendar year, but only if the right to exercise the ISOs shall have first become available in prior calendar years.

(i) An ISO shall be automatically converted to an NQSO in the event all requirements of Section 422 of the Code are not met.

7.           Terms of NQSOs.

NQSOs granted under this Plan shall contain the following terms:

(a) The NQSO price shall be fixed by the Board or the Committee, and may not be less than 100% of the fair market value of the Shares subject to the NQSO on the date the NQSO is granted.

(b) NQSOs shall not be transferable otherwise than by will or by the laws of descent and distribution.  No NQSO shall be subject, in whole or in part, to attachment, execution or levy of any kind.

(c) Each NQSO shall expire and all rights under the NQSO shall end at the expiration of the exercise period for the NQSO, which shall in no event be extended beyond its original term and shall not be more than ten years after the date on which it was granted.  The Board or the Committee shall establish the exercise period for each NQSO, subject in all cases to paragraphs (d), (e) and (f) of this Section 7.

(d) NQSOs shall be exercisable only by the Optionee during the Optionee’s lifetime.  NQSOs may be exercised only while employed by Commerce or within (i) three years after retirement, or (ii) three months after termination of employment (but in any event not later than the end of the period fixed by the Board or the Committee of the Board in accordance with the provisions of

paragraph (c) of Section 7).  In all other respects, an NQSO is exercisable by retired or terminated Optionees only to the extent the NQSO was exercisable by the Optionee on the last day of his or her employment with Commerce.  For purposes of this paragraph (d), retirement shall mean termination of employment by an Optionee who has attained age 62.  If an Optionee retires due to disability, the NQSOs granted to the Optionee shall be exercisable within 12 months of the date of retirement (but in any event not later than the end of the period fixed by the Board or the Committee of the Board in accordance with the provisions of paragraph (c) of this Section 7).

(e) If an Optionee dies within a period during which an NQSO could have been exercised by the Optionee, the NQSO may be exercised within three years after the Optionee’s death (but not later than the end of the period fixed by the Board or the Committee of the Board in accordance with the provisions of paragraph (c) of this Section 7) by those entitled under the Optionee’s will or the laws of descent and distribution, but only if and to the extent the NQSO was exercisable by the Optionee immediately prior to the Optionee’s death.

(f) If Optionee's employment with Commerce is terminated by Commerce due to the misconduct of Optionee, as determined in the reasonable judgment of management of Commerce, all NQSOs granted to the Optionee prior to termination shall be forfeited by Optionee and rendered unexercisable.

(g) NQSOs may be exercised in whole or in part from time to time, subject to the provisions of this Plan and to such additional or different terms regarding the exercise of the NQSOs as the Board or the Committee of the Board may fix at the time of grant.

8. Vesting of Options

No Option granted under this Plan may be exercised within one year from the date of the grant of the Option.  Options held more than one year may be exercised based upon the Option holding period, pursuant to the following schedule:

Option Holding Period	Percent Vested
Less than 1 year	0%
More than 1 year and less than 2 years	25
More than 2 years and less than 3 years	50
More than 3 years and less than 4 years	75
More than 4 years	100

9. Exercise Eligibility Period Following Termination of Employment

Options granted under this Plan less than one year prior to date of termination of employment are not exercisable under any circumstances.  Options granted at least one year prior to termination of employment must be exercised prior to the expiration date of the Option and within the period set forth below depending upon the reason for termination:

	Options Eligible	Exercise Eligibility
Termination Reason	for Exercise	Period
Retirement	100% of outstanding	3 years from
	Options	retirement date
Death while employed	100% of outstanding	3 years from
	Options	date of death
Total & permanent	100% of outstanding	1 year from termination
disability	Options	date
Misconduct	None	Not applicable
Any other reason	Any Option 100% vested	3 months from
	plus the vested portion	termination date
	of the next oldest Option

10. Reorganization of Commerce

In the event that Commerce is succeeded by another corporation or bank in a reorganization, merger, consolidation, acquisition of property or stock, separation or liquidation, the successor corporation or bank shall assume the outstanding Options granted under this Plan or shall substitute new Options for them.

11. Delivery of Shares

No Shares shall be delivered upon the exercise of an Option until the Option price has been paid in full in cash or, at the discretion of the Board or the Committee, in whole or in part in Commerce's common stock owned by the Optionee valued at fair market value on the date of exercise.  If required by the Board, no Shares will be delivered upon the exercise of an Option until the Optionee has given Commerce a satisfactory written statement that he is purchasing the Shares for investment and not with a view to the sale or distribution of Shares.

12. Continuation of Employment

Neither this Plan nor any Option granted under this Plan shall confer upon any employee any right to continue in the employ of Commerce or limit in any respect the right of Commerce or to terminate the employee’s employment at any time.

13. Administration

The Board or the Committee may make rules and regulations and establish procedures as it deems appropriate for the administration of this Plan.  In the event of a disagreement as to the interpretation of this Plan, any amendment thereto, any rule, regulation or procedure thereunder, or as to any right or obligation arising from or related to this Plan, the decision of the Board or the Committee shall be final and binding upon all persons in interest, including Commerce, Optionees, and shareholders of Commerce.

14. Reservation of Shares

Shares delivered upon the exercise of an Option shall, in the discretion of the Board or the Committee, be either authorized but unissued Shares, or previously issued Shares acquired by Commerce through purchase in the open market or otherwise, or a combination of both.  Commerce shall be under no obligation to reserve or to retain in its treasury any particular number of Shares at any time, and no particular Shares, whether unissued or held as treasury Shares, shall be identified as those optioned under this Plan.

15. Amendment of Plan

The Board without further action by the shareholders may amend this Plan from time to time as it deems desirable.  However, no such amendment shall increase the maximum number of Shares for which Options may be granted, reduce the minimum Option Price, extend the maximum Option period, or permit the granting of Options after December 31, 2015.

16. Termination of the Plan

The Board may, in its discretion, terminate this Plan at any time prior to December 31, 2015.  Termination of the Plan shall not deprive Optionees of Options granted prior to termination of the Plan.

17. Effective Date - Shareholder Approval

This Plan shall become effective as of January 1, 2006, subject to approval by the holders of a majority of the shares casting a vote at a meeting of shareholders of Commerce where a quorum is present.

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement on Form S-8 of our reports dated March 7, 2008, relating to the consolidated financial statements and the effectiveness of Pennsylvania Commerce Bancorp, Inc.’s internal control over financial reporting, appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.

Beard Miller Company LLP

Harrisburg, Pennsylvania

December 3, 2008