<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-K/A-1

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) FOR THE
         FISCAL YEAR ENDED DECEMBER 31, 1997

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

                         Commission File Number 0-12874

                             COMMERCE BANCORP, INC.
             (Exact name of Registrant as specified in its charter)


           New Jersey                                  22-2433468
 (State or other jurisdiction of                    (I.R.S. Employer
  incorporation or organization)                   Identification No.)


1701 Route 70 East, Cherry Hill, NJ 08034-5400                    08034-5400
(Address of principal executive offices)                          (Zip Code)

       Registrant's telephone number, including area code: (609) 751-9000

           Securities registered pursuant to Section 12(b) of the Act:
                         Common Stock, $1.5625 par value
                                (Title of Class)

           Securities registered pursuant to Section 12(g) of the Act:
                                      NONE
                                (Title of Class)

              Indicate by check mark whether the Registrant (i) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months, and (ii) has been subject to such
filing requirements for the past 90 days.

                                    YES  X   NO
                                        --      --
                                        
<PAGE>



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

         The aggregate market value of voting stock held by non-affiliates of
Registrant is $963,030,000. (1)

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         Indicate the number of shares outstanding of each of the issuer's
classes of stock, as of the latest practicable date.

Common Stock, $1.5625 Par Value                          17,985,767
      (Title of Class)                            No. of Shares Outstanding
                                                        as of 4/24/98


                       DOCUMENTS INCORPORATED BY REFERENCE

         Parts II and IV incorporate certain information by reference from the
Registrant's Annual Report to Shareholders for the fiscal year ended December
31, 1997 (the "Annual Report").

-------- 
(1) The aggregate dollar amount of the voting stock set forth equals the number
of shares of the Registrant's common stock outstanding, reduced by the amount of
Registrant's common stock held by officers, directors and shareholders owning in
excess of 10% of the Registrant's common stock, multiplied by the last sale
price for the Registrant's common stock on April 24, 1998. The information
provided shall in no way be construed as an admission that any officer, director
or 10% shareholder in the Registrant may be deemed an affiliate of the
Registrant or that he is the beneficial owner of the shares reported as being
held by him, and any such inference is hereby disclaimed. The information
provided herein is included solely for the record-keeping purposes of the
Securities and Exchange Commission.

                                       -2-

<PAGE>

                                EXPLANATORY NOTE

                This Amendment No. 1 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1997, as filed with the Securities and
Exchange Commission on March 30, 1998 (the "1997 10-K"), is being filed to
provide the disclosure required by Items 10 through 13 of Form 10-K which the
Registrant had incorporated into the 1997 10-K by reference to its Proxy
Statement for the Registrant's 1998 Annual Meeting of Shareholders. Since the
Registrant will not file its definitive Proxy Statement within 120 days after
the end of the fiscal year covered by the 1997 10-K, the information required by
Items 10 through 13 of Form 10-K is accordingly set forth below.

ITEM 10. DIRECTORS AND OFFICERS OF THE REGISTRANT.

Directors

          Directors of Commerce Bancorp, Inc. ("Bancorp" or the "Company") hold 
office for one year and until their respective successors have been duly elected
and qualified. The following information regarding Bancorp's directors is based,
in part, on information furnished by the directors.

<TABLE>
<CAPTION>

Name                                  Age            Positions with Bancorp and Subsidiaries
----                                  ---            ---------------------------------------
<S>                                   <C>            <C>                                                                       
Vernon W. Hill, II                    52             Chairman and President of Bancorp; Chairman and President of
                                                     Commerce  NJ; Chairman and President of Commerce PA;
                                                     Chairman of Commerce Shore and Commerce North

C. Edward Jordan, Jr.                 54             Executive Vice President and Director of Bancorp; Executive
                                                     Vice President and Director of Commerce NJ; Director of
                                                     Commerce PA

Robert C. Beck                        62             Secretary and Director of Bancorp; Secretary and Director of
                                                     Commerce NJ; Director of Commerce PA

David Baird, IV                       61             Director of Bancorp, Commerce NJ and Commerce PA

Jack R. Bershad                       67             Director of Bancorp, Commerce NJ and Commerce PA

Joseph E. Buckelew                    69             Director of Bancorp, Commerce Shore and Commerce PA;
                                                     President of Commerce Shore; Chairman of Commerce National
                                                     Insurance Services, Inc.

Morton N. Kerr                        67             Director of Bancorp, Commerce NJ and Commerce PA

Steven M. Lewis                       48             Director of Bancorp, Commerce NJ and Commerce PA

Daniel J. Ragone                      70             Director of Bancorp, Commerce NJ and Commerce PA

William A. Schwartz, Jr.              57             Director of Bancorp, Commerce NJ and Commerce PA

Joseph T. Tarquini, Jr.               62             Director of Bancorp, Commerce NJ and Commerce PA

Frank C. Videon                       75             Director of Bancorp, Commerce NJ and Commerce PA
</TABLE>

         Mr. Hill, a director of Commerce NJ since 1973 and Bancorp since 1982,
has been Chairman and/or President of Commerce NJ since 1973 and Chairman and
President of Bancorp since 1982. Mr. Hill has been Chairman and/or President of
Site Development, Inc., Cherry Hill, New Jersey, a developer of real estate,
since 1968. Mr. Hill has been Chairman of the Board of Directors of Commerce PA
from June 1984 to June 1986 and from January 1987 to the present, President of
Commerce PA since June 1994, a director of Commerce Bank/Harrisburg, Camp Hill,
Pennsylvania since 1985, Chairman of Commerce Shore since January, 1989 and
Chairman of Commerce North since January, 1997.

         Mr. Jordan, a director of Commerce NJ since 1974, Bancorp since 1982
and Commerce PA since June, 1997, has been Executive Vice President of Commerce
NJ since 1974 and Executive Vice President of Bancorp since 1982.

         Mr. Beck, a director of Commerce NJ since 1973, Bancorp since 1982 and
Commerce PA since June, 1997, has been Secretary of Commerce NJ since 1973 and
Secretary of Bancorp since 1982. Mr. Beck has been a partner of the law firm of
Parker, McCay & Criscuolo, Marlton, New Jersey since 1987.

                                      -3-
<PAGE>

         Mr. Baird, a director of Bancorp and Commerce NJ since 1988 and
Commerce PA since June, 1997, has been President of Haddonfield Lumber Company,
Inc., Cherry Hill, New Jersey since 1962.

         Mr. Bershad, a director of Commerce PA since 1984 and Bancorp and
Commerce NJ since 1987, has been a partner of the law firm of Blank Rome Comisky
& McCauley LLP, Philadelphia, Pennsylvania and Cherry Hill, New Jersey, since
1964 and its Chairman since 1990.

         Mr. Buckelew has been a director of Bancorp and Chairman of Commerce
National Insurance Services, Inc., the wholly-owned insurance brokerage
subsidiary of Bancorp, since November, 1996 and has been a director of Commerce
Shore since 1993 and Commerce NJ and Commerce PA since June, 1997. Mr. Buckelew
was elected President of Commerce Shore in 1998. Mr. Buckelew was the President
of Morales, Potter & Buckelew, Inc. t/a Buckelew & Associates, Toms River, New
Jersey from 1959 to November 1996, when this insurance agency was acquired by
Bancorp.

         Mr. Kerr, a director of Commerce NJ since 1973, Bancorp since 1982 and
Commerce PA since June, 1997, has been President of Markeim-Chalmers, Inc.,
Realtors, Cherry Hill, New Jersey, since 1965.

         Mr. Lewis, a director of Commerce PA since 1984 and a director of
Bancorp and Commerce NJ since 1988, has been President of U.S. Restaurants,
Inc., Blue Bell, Pennsylvania since 1985 and President of S. J. Dining,
Inc. since 1986.

         Mr. Ragone, a director of Commerce NJ since 1981, Bancorp since 1982
and Commerce PA since June, 1997, has been Chairman and President of Ragone,
Raible, Lacatena & Beppel, C.P.A., Haddonfield, New Jersey, and its predecessor
firms, since 1960.

         Mr. Schwartz, a director of Commerce PA since 1984 and a director of
Bancorp and Commerce NJ since June, 1997, has been Chairman, President and Chief
Executive Officer of U.S. Vision, Glendora, New Jersey, or its predecessor
firms, since 1967.

         Mr. Tarquini, a director of Commerce NJ since 1973, Bancorp since 1982
and Commerce PA since June, 1997, has been President of The Tarquini
Organization, A.I.A., Camden, New Jersey, since 1980. Prior thereto, he had been
a partner in its predecessor firms.

         Mr. Videon, a director of Commerce PA since 1991 and a director of 
Bancorp and Commerce NJ since June, 1997, has been the owner of Frank C. Videon
Funeral Home, Broomall, Pennsylvania since 1982.


Director Compensation

         Directors of Bancorp, Commerce NJ and Commerce PA were paid an annual
fee of $10,000 plus $750 for each meeting of the Board of Directors and
committee meeting attended in 1997 and will be paid the same annual fee and
meeting fee for each meeting of the Board of Directors and committee meeting
attended in 1998. When meetings of the Board of Directors of Bancorp, Commerce
NJ and Commerce PA occur on the same day, only one fee is paid. Directors of
Commerce Shore are paid a fee of $400 for each meeting of the Board of Directors
and committee meeting attended, and directors of Commerce North are paid a fee
of $300 for each meeting of the Board of Directors and committee meeting
attended. No fees are paid to directors who are also operating officers of
Bancorp, Commerce NJ, Commerce PA, Commerce Shore or Commerce North. Each
director of Bancorp is provided with $100,000 of permanent life insurance.

                                      -4-
<PAGE>


         A retirement plan for outside directors, i.e., directors who are not
officers or employees of Bancorp on the date their service as a Bancorp director
ends, provides that outside directors with five or more years of service as a
Bancorp director are entitled to receive annually, for ten years or the number
of years served as a director, whichever is less, commencing upon such
director's attainment of age 65 and retirement from the Bancorp Board or upon
such director's disability, payments equal to the highest 1099 Compensation (as
such term is defined in the plan) in effect at any time during the five year
period immediately preceding such director's retirement or, if earlier, death or
disability. This plan further provides that, in the event a director dies before
receiving all benefits to which he or she is entitled, such director's surviving
spouse is entitled to receive all benefits not received by the deceased director
commencing upon such director's death. Upon a change in control of Bancorp (as
such term is defined in the plan), the plan provides that each director then
sitting on the Bancorp Board, notwithstanding the length of time served as a
director, becomes entitled to receive annually, for ten years, or twice the
number of years served as a director, whichever is less, payments equal to the
higher of the director's 1099 Compensation at the time of the director's
termination of Board service and the highest 1099 Compensation in effect at any
time during the five year period immediately preceding the change in control
commencing on the latest to occur of the termination of the director's Board
service, attainment of age 65 or any date designated by the director at any time
and from time to time. This plan became effective January 1, 1993, as amended.

1989 Stock Option Plan For Non-Employee Directors

         Effective April 24, 1989 (and as amended in 1994), Bancorp adopted the
1989 Stock Option Plan for Non-Employee Directors (the "1989 Plan") which
provides for the purchase of a total of not more than 232,700 shares (as
adjusted for all stock splits and dividends through April 24, 1998) of Bancorp
Common Stock by members of the Boards of Directors of Bancorp and its subsidiary
corporations. Options granted pursuant to the 1989 Plan may be exercised
beginning on the earlier to occur of (i) one year after the date of their grant
or (ii) a "change in control" of Bancorp, as such term is defined in the 1989
Plan. No further options may be granted under the 1989 Plan.

         Each non-employee director of Bancorp or any Bancorp subsidiary
corporation who on or after May 1, 1989 is elected or reelected as a director of
Bancorp or any subsidiary corporation at any annual or special meeting of
shareholder(s) of Bancorp or any Bancorp subsidiary corporation was, as of the
date of such election or reelection, automatically granted an option to purchase
500 shares of Bancorp's Common Stock; however, no non-employee director could
receive an option or options to purchase more than 1,000 shares of Common Stock
in any one calendar year. The maximum number of shares of Bancorp Common Stock
as to which options could be granted to any non-employee director under the 1989
Plan was 10,000 shares.

         The 1989 Plan is administered by the Board of Directors of Bancorp,
including non-employee directors. Options granted under the 1989 Plan are not
"incentive stock options" as defined in Section 422 of the Internal Revenue Code
of 1986, as amended. Option prices were intended to equal 100% of the fair
market value of Bancorp's Common Stock on the date of the election or
re-election of the non-employee directors.

         For the year ended December 31, 1997, Messrs. Baird, Beck, Bershad,
Kerr, Lewis, Ragone, Schwartz, Tarquini and Videon each received options under
the 1989 Plan to purchase 1,050 shares of Bancorp Common Stock (as adjusted to
reflect the 5% stock dividend declared on December 16, 1997). Such options were
not exercisable in 1997.

                                      -5-

<PAGE>

Executive Officers

             The executive officers of Bancorp and its banking subsidiaries, as
of April 24, 1998, are set forth below.

<TABLE>
<CAPTION>
                                                     Position with Bancorp, Commerce NJ, Commerce PA,
                                                        Commerce Shore and Commerce North
       Name                      Age                             Principal Occupation
------------------               ---         ---------------------------------------------------------------------
<S>                              <C>         <C>                            
Vernon W. Hill, II               52          Chairman and President of Bancorp since 1982; Chairman and/or President
                                             of Commerce NJ since 1973; Chairman of Commerce PA from June 1984 to
                                             June 1986 and from January 1987 to present; President of Commerce PA
                                             from June 1994 to present; Chairman of Commerce Shore since 1989 and
                                             Commerce North since 1997.

C. Edward Jordan, Jr.            54          Executive Vice President and Director of Bancorp since 1982; Executive
                                             Vice President and Director of Commerce NJ since 1974; Director of
                                             Commerce PA since 1997.

Peter M. Musumeci, Jr.           47          Executive Vice President and Senior Credit Officer of Bancorp since
                                             1986 and Treasurer and Assistant Secretary of Bancorp since 1984;
                                             Executive Vice President of Commerce NJ since 1986; Director of
                                             Commerce Shore since 1989.

Robert D. Falese, Jr.            51          Executive Vice President and Senior Loan Officer of Commerce NJ since
                                             1992.

Dennis M. DiFlorio               44          Executive Vice President of Commerce NJ since January, 1996; Director
                                             of Commerce North since 1997. Prior thereto Mr. DiFlorio was Senior
                                             Vice President of Commerce NJ since 1988.

David Wojcik                     45          Senior Vice President of Bancorp since 1988.

Thomas J. Sukay                  44          Senior Vice President of Bancorp since 1989.

</TABLE>

                                       -6-
<PAGE>

Section 16(a) Beneficial Ownership Reporting Compliance

         Section 16(a) of the Exchange Act requires Bancorp's directors and
executive officers, and persons who own more than 10% of a registered class of
Bancorp's equity securities, to file with the Securities and Exchange Commission
("SEC") reports about their beneficial ownership of Common Stock and other
equity securities of Bancorp. All such persons are required by SEC regulation to
furnish Bancorp with copies of all Section 16(a) reports they file.

         Based solely on review of the copies of such reports furnished to
Bancorp and written representations that no other reports were required during
the fiscal year ended December 31, 1997, Bancorp believes all Section 16(a)
filing requirements applicable to its executive officers, directors and greater
than 10% beneficial owners were timely complied with.

ITEM 11. EXECUTIVE COMPENSATION.

Summary Compensation Table

         The following table is a summary of certain information concerning the
compensation during the last three fiscal years awarded or paid to, or earned
by, Bancorp's chief executive officer and each of Bancorp's other four most
highly compensated executive officers during Bancorp's last fiscal year.
<TABLE>
<CAPTION>
                                                                                               Long Term
                                           Annual Compensation                                Compensation
                                    --------------------------------                          ------------
                                                                                               Securities 
                                                                               Other           Underlying        All
                                                                               Annual         Stock Option      Other  
         Name/Title                 Year         Salary      Bonus         Compensation(1)      Grants(2)   Compensation(3)
-------------------------------     ----         ------      -----         --------------     ------------  --------------
<S>                                 <C>       <C>          <C>                 <C>              <C>            <C>    
Vernon W. Hill, II                  1997       $550,000    $150,000            $67,213          105,000        $32,265
Chairman and President of           1996        480,000     150,000             62,377          144,979         37,381
Bancorp; Chairman and President     1995        441,000     125,000             50,779           36,465         37,925
of Commerce NJ and Commerce PA;
Chairman of Commerce Shore and
Commerce North

C. Edward Jordan, Jr.               1997       $260,000    $ 25,000                               5,250        $24,336
Executive Vice President of         1996        240,000      60,000                              45,203         29,654
Bancorp; Executive Vice             1995        225,000      60,000                              24,310         30,269
President of Commerce NJ                                                                                        

Peter M. Musumeci, Jr.              1997       $265,000    $ 60,000                              21,000        $20,751
Executive Vice President and        1996        240,000      60,000                              45,203         26,426
Senior Credit Officer,              1995        225,000      60,000                              24,310         26,757
Treasurer and Assistant
Secretary of Bancorp; Executive
Vice President of Commerce NJ

Robert D. Falese, Jr.               1997       $275,000    $ 80,000                              26,250        $ 7,056
Executive Vice President and        1996        240,000      80,000                              50,715         15,908
Senior Loan Officer of Commerce     1995        225,000      75,000                              24,310         15,319
NJ

Dennis M. DiFlorio                  1997       $275,000    $ 80,000                              26,250        $ 7,056
Executive Vice President of         1996        200,000      80,000                              50,715         10,609
Commerce NJ                         1995        175,000      75,000                              24,310         10,760

</TABLE>

-----------------
(1)      The total in this column reflects personal use of a company car (1997,
         $4,517; 1996, $4,517; 1995, $5,389), expense allowances (1997, $54,996;
         1996, $50,600; 1995, $36,600) and country club dues (1997, $7,700;
         1996, $7,260; 1995, $8,790). The value of such other annual
         compensation did not exceed the lesser of $50,000 or 10% of salary and
         bonus for any individual in any year except Mr. Hill.

(2)      The stock option grants reflected in this column have been adjusted for
         the 5% stock dividends declared on December 16, 1997, December 19,
         1996, January 2, 1996 and December 13, 1994. The original grant was
         adjusted based on the unexercised option shares outstanding on the date
         of the stock dividend.

(3)      The totals in this column reflect (i) premiums on life insurance (for
         1997, Mr. Hill, $24,032; Mr. Jordan, $17,344; and Mr. Musumeci,
         $13,738; for 1996, Mr. Hill, $25,128; Mr. Jordan, $18,218; and Mr.
         Musumeci, $14,275; and for 1995, Mr. Hill, $25,613; Mr. Jordan,
         $18,685; and Mr. Musumeci, $14,516); (ii) long-term disability policies
         (for 1997, Mr. Hill $2,355; Mr. Jordan, $1,114; Mr. Musumeci, $1,135;
         Mr. Falese, $1,178; and Mr. DiFlorio, $1,178; for 1996, Mr. Hill,
         $5,179; Mr. Jordan, $4,362; Mr. Musumeci, $5,074; Mr. Falese, $8,834;
         and Mr. DiFlorio, $3,535; and for 1995, Mr. Hill, $4,738; Mr. Jordan,
         $4,010; Mr. Musumeci, $4,667; Mr. Falese, $7,745; and 

                                      -7-

<PAGE>
         Mr. DiFlorio, $3,186); and (iii) contributions to Bancorp's ESOP (in
         1997, $5,878 each for all five individuals; in 1996, $7,074 each for
         all five individuals; and in 1995, $7,574 each for all five
         individuals).

Employment Agreements

         Mr. Hill's Employment Agreement provides that he will be employed by
Bancorp and Commerce NJ as Chairman of the Board, President and Chief Executive
Officer for a term of five years effective January 1, 1992, provided that on
each January 1 thereafter the Employment Agreement shall be automatically
renewed and extended for a new five year term unless either Bancorp or Hill
gives the other at least ninety days prior written notice of their desire to
terminate the Agreement, in which event the term will have four years remaining.

         Under the terms of the Employment Agreement, Mr. Hill's "base salary"
shall not be less than $620,000. The Employment Agreement provides that Mr. Hill
will participate in any benefit or compensation programs in effect which are
generally made available from time to time to executive officers of Bancorp and
provides for all other fringe benefits as in effect from time to time which are
generally available to Bancorp's salaried officers including, without
limitation, medical and hospitalization coverage, life insurance coverage and
disability coverage.

         The Employment Agreement requires Bancorp to compensate Mr. Hill for
the balance of the term of the Employment Agreement at a rate equal to seventy
percent of his annual base salary if he becomes permanently disabled (as defined
in the Employment Agreement) during the term and to pay Mr. Hill's designated
beneficiary a lump sum death benefit if he dies during the term in an amount
equal to three times his average annual base salary in effect during the
twenty-four months immediately preceding his death.

         The Employment Agreement allows Mr. Hill to terminate his employment
with Bancorp upon a change in control of Bancorp (as defined in the Employment
Agreement) and if within three years of such change in control, without Mr.
Hill's consent, among other things, the nature and scope of his authority with
Bancorp or a surviving or acquiring person are materially reduced to a level
below that which he enjoyed on January 1, 1992. If Mr. Hill terminates his
employment because of a change in control, he will be entitled to a lump sum
severance payment equal to four times his average annual base salary in effect
during the twenty-four month period immediately preceding such termination
(provided that such payment does not constitute a "parachute payment" under
Section 280G of the Internal Revenue Code of 1986, as amended, and in the event
such payment would constitute a "parachute payment", such lump sum severance
payment shall be reduced so as to not constitute a "parachute payment"), and the
continuation of certain benefits including medical, hospitalization and life
insurance. The Employment Agreement contains a non-competition covenant for Mr.
Hill should his employment with Bancorp be terminated under certain
circumstances.

         The Employment Agreements for Messrs. Jordan, Musumeci, Falese and
DiFlorio are substantially similar to that of Mr. Hill's except that: Mr. Jordan
will serve as Executive Vice President of Bancorp and Commerce NJ, Mr. Musumeci
will serve as Executive Vice President/Senior Credit Officer of Bancorp and
Commerce NJ, Mr. Falese will serve as Executive Vice President and Senior Loan
Officer of Bancorp and Commerce NJ, and Mr. DiFlorio will serve as Executive
Vice President of Bancorp and Commerce NJ. The term of each Employment Agreement
is three years and the lump sum death benefit is each equal to two times their
respective average annual base salary in effect during the twenty-four month
period preceding death. Mr. Jordan's "base salary" under his Employment
Agreement is $250,000, Mr. Musumeci's "base salary" under his Employment
Agreement is $280,000, Mr. Falese's "base salary" under his Employment Agreement
is $300,000 and Mr. DiFlorio's "base salary" under his Employment Agreement is
$300,000.

                                      -8-
<PAGE>

Employee Stock Option Plans

         Effective April, 1984, Bancorp adopted the Commerce Bancorp, Inc.
Incentive Stock Option Plan (the "1984 Plan") which provided for the purchase of
a total of not more than 1,415,623 shares of Bancorp Common Stock (as adjusted
for all stock splits and stock dividends through April 24, 1998) by officers and
key employees. Options granted under the 1984 Plan were intended to constitute
"incentive stock options" as defined in Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code"). No further options may be granted under the
1984 Plan. As of April 24, 1998, 405,741 options (as adjusted for all stock
splits and stock dividends through April 24, 1998) remain outstanding under the
1984 Plan.

         Effective May, 1994, Bancorp adopted the Commerce Bancorp, Inc. 1994
Employee Stock Option Plan (the "1994 Plan") which provided for the purchase of
a total of not more than 1,214,904 shares of Bancorp Common Stock (as adjusted
for all stock splits and stock dividends through April 24, 1998) by officers and
key employees. Pursuant to the 1994 Plan, stock options may be granted which
qualify under the Code as incentive stock options as well as stock options that
do not qualify as incentive stock options. No further options may be granted
under the 1994 Plan. As of April 24, 1998, 927,418 options (as adjusted for all
stock splits and stock dividends through April 24, 1998) remain outstanding
under the 1994 Plan.

         Effective May, 1997, Bancorp adopted the Commerce Bancorp, Inc. 1997
Employee Stock Option Plan (the "1997 Plan") which provides for the purchase of
a total of not more than 2,625,000 shares of Bancorp Common Stock (as adjusted
for all stock splits and stock dividends through April 24, 1998) by officers and
key employees. Pursuant to the 1997 Plan, stock options may be granted which
qualify under the Code as incentive stock options as well as stock options that
do not qualify as incentive stock options. All officers and key employees of
Bancorp or any current or future subsidiary corporation are eligible to receive
options under the 1997 Plan. As of April 24, 1998, 723,911 options (as adjusted
for all stock splits and stock dividends through April 24, 1998) had been
granted under the 1997 Plan and 1,901,089 options (as adjusted for all stock
splits and stock dividends through April 24, 1998) were available for grant.
Options may continue to be granted under the 1997 Plan through December 31,
2006.

         (The 1984 Plan, 1994 Plan and 1997 Plan are collectively referred to 
as the "Employee Plans.")

         The purpose of the Employee Plans is to provide additional incentive
to employees of Bancorp by encouraging them to invest in Bancorp's Common Stock
and thereby acquire a proprietary interest in Bancorp and an increased personal
interest in Bancorp's continued success and progress.

         The Employee Plans are administered by the Personnel Committee
("Committee") which is appointed by the Board of Directors and consists only of
Directors who are not eligible to receive options under the Employee Plans. The
Committee determines, among other things, which officers and key employees
receive an option or options under the Employee Plans, the type of option
(incentive stock options or non-qualified stock options, or both) to be granted,
the number of shares subject to each option, the rate of option exercisability,
and, subject to certain other provisions to be discussed below, the option price
and duration of the option. Under the 1997 Plan, no individual may be granted a
number of options that is more than 50% of the total number of shares of Bancorp
Common Stock authorized for issuance under the 1997 Plan and incentive stock
options first exercisable by an employee in any one year under the 1997 Plan
(and all other Employee Plans of Bancorp) may not exceed $100,000 in value
(determined at the time of grant). The Committee may, in its discretion, modify
or amend any of the option terms hereafter described, provided that if an
incentive option is granted, the option as modified or amended continues to be
an incentive stock option.

                                      -9-
<PAGE>

         In the event of any change in the capitalization of Bancorp, such as by
stock dividend, stock split or what the Board of Directors deems in its sole
discretion to be similar circumstances, the aggregate number and kind of shares
which may be issued under the Employee Plans will be appropriately adjusted in a
manner determined in the sole discretion of the Board of Directors. Reacquired
shares of Bancorp's Common Stock, as well as unissued shares, may be used for
the purpose of the 1997 Plan. Common Stock of Bancorp subject to options which
have terminated unexercised, either in whole or in part, will be available for
future options granted under the 1997 Plan. The option price for options issued
under the 1997 Plan must be at least equal to 100% of the fair market value of
the Common Stock as of the date the option is granted.

         Options granted pursuant to the Employee Plans are not exercisable
until one year after the date of grant and then are exercisable pursuant to a
schedule based on years of service or option holding period. Under the 1994 Plan
and 1997 Plan, but not the 1984 Plan, in the event of a "change in control" of
Bancorp, as defined in the 1994 Plan and 1997 Plan, each optionee may exercise
the total number of shares then subject to the option. The Committee has the
authority to provide for a different rate of option exercisability for any
optionee.

         Options granted under the 1984 Plan and 1994 Plan are not transferable
other than by will or by the laws of descent and distribution. Except as
otherwise authorized by the Committee with respect to non-qualified stock
options only, options granted pursuant to the 1997 Plan are not transferable,
except by will or the laws of descent and distribution in the event of death.

          Options granted under the 1984 Plan had a term of ten years subject to
earlier termination in the event of termination of employment, death, or
disability. The 1984 Plan provided that during the lifetime of an optionee, his
option is exercisable only by him and only while employed by Bancorp or a
subsidiary or within (i) three months after his retirement, or (ii) three months
after he otherwise ceases to be so employed, to the extent the option was
exercisable on the last day of employment. For these purposes, retirement means
termination of employment by an optionee who has attained age 65. If an optionee
retires due to disability, his options may be exercised within twelve months of
his retirement date. If an optionee dies within a period during which his option
could have been exercised by him, his option may be exercised within one year of
his death (unless the option earlier terminates) by those entitled under his
will or the laws of descent and distribution, but only to the extent the option
was exercisable by him immediately prior to his death.

         Under the 1994 Plan and 1997 Plan, unless terminated earlier by the
option's terms, both incentive stock options and non-qualified stock options
expire ten years after the date they are granted. Options terminate three months
after the date on which employment is terminated (whether such termination be
voluntary or involuntary), other than by reason of death or disability. The
option terminates one year from the date of termination due to death or
disability (but not later than the scheduled termination date). During an
optionee's lifetime, the option is exercisable only by the optionee, including, 
for this purpose, the optionee's legal guardian or custodian in the event of 
disability, except that under the 1997 Plan, if specifically permitted by the
Committee or Board of Directors, non-qualified stock options are transferrable.

         During 1997, Bancorp granted stock options to purchase an aggregate of
605,745 shares (as adjusted for all stock splits and stock dividends through
April 24, 1998) of Bancorp's Common Stock at $44.41 per share (as adjusted for
all stock splits and stock dividends through April 24, 1998) under the 1997
Plan. During 1997, a total of 308,392 options were exercised under the 1984 Plan
and 1994 Plan.

                                      -10-
<PAGE>

Stock Option Tables

         The following table sets forth certain information regarding options
granted during 1997 to each of the executive officers named in the Summary
Compensation Table.

<TABLE>
<CAPTION>
                                                                                                      GRANT DATE
                                              INDIVIDUAL OPTION GRANTS IN FISCAL 1997                   VALUE 
                            ---------------------------------------------------------------        ---------------- 
                                                     
                             Number of        % of Total
                            Securities          Options
                            Underlying        Granted to                                             Black-Scholes
                              Options        Employees in       Exercise         Expiration           Grant Date
Name                        Granted(1)         Fiscal Year     Price (1)           Date             Present Value (2)
----                        ----------         -----------     ---------           ----            ----------------- 
<S>                          <C>                 <C>            <C>          <C>                      <C>       
Vernon W. Hill, II           105,000             17.3%          $44.41       December 16, 2007         $1,096,200

C. Edward Jordan, Jr.          5,250              0.9%           44.41       December 16, 2007             54,810

Peter M. Musumeci, Jr.        21,000              3.5%           44.41       December 16, 2007            219,240
                                          
Robert D. Falese, Jr.         26,250              4.3%           44.41       December 16, 2007            274,050

Dennis M. DiFlorio            26,250              4.3%           44.41       December 16, 2007            274,050
</TABLE>
                                          
-----------------
(1)      The stock option grants and exercise price reflected in these columns
         have been adjusted for the 5% stock dividends declared on December 16,
         1997.

(2)      In accordance with Securities and Exchange Commission rules, the
         Black-Scholes option pricing model was chosen to estimate the grant
         date present value of the options set forth in this table. Bancorp's
         use of this model should not be construed as an endorsement of its
         accuracy at valuing options. All stock option valuation models,
         including the Black-Scholes model, require a prediction about future
         movement of the stock price. The assumptions used in the model were
         expected volatility of .289, risk-free rate of return of 5.59%,
         dividend yield of 3%, and weighted average expected life of four years.
         The real value of the options in this table depends upon the actual
         performance of Bancorp's Common Stock during the applicable period.

                                      -11-

<PAGE>


        The following table sets forth certain information regarding individual
exercises of stock options during 1997 by each of the executive officers named
in the Summary Compensation Table.


   AGGREGATED STOCK OPTION EXERCISES IN 1997 AND YEAR-END STOCK OPTION VALUES
   --------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                           Number of Securities
                                                          Underlying Unexercised         Value of Unexercised in the
                            Shares                            Stock Options at                Money Stock Options
                         Acquired on         Value           Year-End 1997 (1)                at Year-End 1997
       Name                Exercise        Realized     Exercisable     Unexercisable   Exercisable     Unexercisable
---------------------      --------        --------     -----------     -------------   -----------     -------------
<S>                          <C>           <C>           <C>              <C>           <C>              <C>       
Vernon W. Hill, II           1,532         $40,782       272,194          105,000        $8,046,578        $437,653
C. Edward Jordan, Jr.       13,457         280,770       144,657            5,250         4,758,367          21,883
Peter M. Musumeci, Jr.      81,766       1,839,807        69,513           21,000         1,960,521          87,531
Robert D. Falese, Jr.        2,500          62,813        81,727           57,686         2,630,029         953,985
Dennis M. DiFlorio           9,075         319,156       116,771           26,250         3,686,220         109,413
</TABLE>

--------------
(1)     The stock options  reflected in this column have been adjusted for the 
        5% stock  dividend  declared on December 16, 1997.


Employee Stock Ownership Plan

        Effective January 1, 1989, Bancorp's Board of Directors established the
Commerce Bancorp, Inc. Employee Stock Ownership Plan ("ESOP") as a restatement
of Bancorp's Stock Bonus Plan. Employees of Bancorp and its subsidiaries are
eligible to participate in the ESOP if they are at least 21 years of age and
have completed at least 1,000 hours of service to Bancorp or its subsidiaries
during the twelve-month period beginning on the date of hire or during any
subsequent calendar year. Participants are 100% vested in their accounts under
the ESOP upon death, total disability, a complete discontinuance of
contributions by Bancorp, termination of the ESOP, and a partial termination of
the ESOP where a participant is involved in that termination. Except as provided
above, generally, participants are 20% vested after 3 years of credited service,
increasing by 20% for each additional year of credited service so that
participants are 100% vested in their accounts under the ESOP after seven years
of credited service with Bancorp or a subsidiary.

        Subject to limitations contained in the Code, contributions by Bancorp
to the ESOP are deductible for federal income tax purposes. Except as described
below, such contributions are determined annually by Bancorp's Board of
Directors at its discretion. Contributions may consist either of shares of
Bancorp's stock, or cash, which may be invested by the trustees of the ESOP's
trust in shares of Bancorp's stock or to provide funds to pay principal or
interest on any indebtedness incurred by the ESOP in purchasing shares.
Contributions by Bancorp are allocated as of the close of each plan year among
accounts of participants in the ESOP. Each participant's account is credited
with that portion of contributions by Bancorp as such participant's compensation
(as defined in the ESOP) bears to all participants' compensation.

        In January 1990, the ESOP Trust purchased 417,000 shares of Series C
ESOP Cumulative Convertible Preferred Stock ("ESOP Shares") from Bancorp for an
aggregate purchase price of $7,500,000. The ESOP Trust borrowed the purchase
price for the ESOP Shares from an unaffiliated bank, which loan was refinanced

                                      -12-
<PAGE>

with another unaffiliated bank in 1994 (the "Loan"). The Loan is guaranteed by
Bancorp and its subsidiaries, and is secured by the pledge of the ESOP Shares
obtained with the proceeds of the Loan. Bancorp has agreed to contribute to the
ESOP amounts sufficient to permit the ESOP to make principal and interest
payments on the Loan. Pursuant to the loan agreement with the ESOP's bank
lender, a portion of the ESOP Shares pledged by the ESOP for repayment of the
Loan will be released from the pledge according to a formula based on the
portion of principal and interest which has been repaid each year. As of
December 31, 1997, the outstanding principal balance on the Loan was $2,308,000.

        Effective March 1, 1998, the Trustees of the ESOP exercised their right
to convert all 417,000 ESOP Shares held by the ESOP into 646,904 shares of
Bancorp Common Stock. As of April 24, 1998, the ESOP Trust held of record
722,531 shares of Common Stock. As of April 24, 1998, approximately 523,600
shares of Common Stock held by the ESOP Trust were allocated to individual
participant accounts. The unallocated shares of common stock the ESOP held of
record as of April 24, 1998 was approximately 1.11% of Bancorp's Common Stock.

        The co-trustees of the ESOP are Vernon W. Hill, II and C. Edward Jordan,
Jr. Each participant may direct the trustees of the ESOP's trust as to the
manner in which shares of voting stock allocated to his account are to be voted.
Each participant in the ESOP will become entitled to direct the trustees as to
the voting of the shares of Common Stock which are released from the pledge and
which are allocated to his account under the ESOP. The enclosed form of Proxy
also serves as the voting instruction card for the trustees of the ESOP with
respect to the shares of Common Stock which have been allocated to the accounts
of participants under the ESOP. Shares which have not been allocated to the
account of any participant will be voted by the co-trustees in accordance with
such procedures as Bancorp, as the Plan Administrator, shall direct. Shares
which have been allocated to the accounts of participants but for which no
voting directions are received will be voted as the trustees direct in the
exercise of their independent judgment. For the Plan Year ended December 31,
1997, Bancorp contributed $1,177,000 to the ESOP.

Supplemental Executive Retirement Plan

        Effective January 1, 1992, Bancorp established a Supplemental Executive
Retirement Plan ("SERP") for certain designated executives in order to provide
supplemental retirement income if Bancorp's ESOP and Social Security retirement
benefits fall below sixty percent of average annual compensation at the time of
retirement. Average annual compensation is defined as the average of the actual
annual compensation paid to the executive by Bancorp during the period of three
consecutive years which produces the highest such average during the ten year
period ending with termination of employment. The SERP is unfunded, is not a
qualified plan under the Code and benefits are paid directly by Bancorp. Messrs.
Hill, Jordan, Musumeci, Falese and DiFlorio have been designated to participate
in the SERP.
                                     
Personnel Committee Interlocks and Insider Participation

         The Personnel Committee members are Morton N. Kerr, Daniel J. Ragone
and Jack R Bershad.

         Mr. Kerr, a director and nominee for director of Bancorp, is the
President of Markeim-Chalmers, Inc. which in 1997 received $183,000 in fees for
real estate related services, primarily real estate appraisals.

         Mr. Bershad, a director and nominee for director of Bancorp, is a
member of a law firm which Bancorp and its subsidiaries have retained during
Bancorp's last fiscal year and which Bancorp and its subsidiaries intend to
retain during its current fiscal year.

                                      -13-
<PAGE>


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

        The following table sets forth, as of April 24 1998, the beneficial
ownership of Bancorp's Common Stock by (i) each director of the Company, (ii)
each of the executive officers of the Company named in the Summary Compensation
Table and (iii) all the directors and executive officers of the Company as a
group. No person is known by the Company to own beneficially more than 5% of the
Company's outstanding Common Stock. Unless otherwise specified, all persons
listed below have sole voting and investment power with respect to their shares.
<TABLE>
<CAPTION>
                                                                                   COMMON STOCK
                                                                    ---------------------------------------------

                      Name of                                       Number of Shares             Percent of
               Beneficial Owner or                                    Beneficially                 Class
                Identity of Group                                       Owned(1)             Beneficially Owned(1)
-----------------------------------------------------                --------------          ---------------------
<S>                                                                     <C>                         <C>                    
David Baird, IV .....................................                   79,691 (2)                      *
Robert C. Beck.......................................                  125,001 (3)                      *
Jack R Bershad.......................................                   39,868 (4)                      *
Joseph E. Buckelew...................................                  175,307 (5)                      *
Vernon W. Hill, II...................................                  755,773 (6)                    4.14
C. Edward Jordan, Jr.................................                  218,590 (7)                    1.21
Morton N. Kerr.......................................                   52,404 (8)                      *
Steven M. Lewis .....................................                  159,358 (9)                      *
Daniel J. Ragone.....................................                   59,660 (10)                     *
William A. Schwartz, Jr..............................                   13,588 (11)                     *
Joseph T. Tarquini, Jr...............................                  185,490 (12)                   1.03
Frank C. Videon......................................                   60,725 (13)                     *
Peter M. Musumeci, Jr ...............................                  141,237 (14)                     *
Robert D. Falese, Jr.................................                   87,179 (15)                     *
Dennis M. DiFlorio...................................                  141,003 (16)                     *

All Directors, Nominees for Directors
and Executive Officers of the Company
as a Group (17 Persons)..............................                2,352,835(17)                   12.49
</TABLE>

-----------------------------

* less than 1%

                                      -14-
<PAGE>
(1)      The securities "beneficially owned" are determined in accordance with
         the definitions of "beneficial ownership" as set forth in the
         regulations of the Securities and Exchange Commission and, accordingly,
         may include securities owned by or for, among others, the wife and/or
         minor children of the individual and any other relative who has the
         same residence as such individual as well as other securities as to
         which the individual has or shares voting or investment power or has
         the right to acquire under outstanding stock options within 60 days
         after April 24, 1998. Shares subject to outstanding stock options which
         an individual has the right to acquire within 60 days after April 24,
         1998 are deemed to be outstanding for the purpose of computing the
         percentage of outstanding securities of the class owned by such
         individual or any group including such individual only. Beneficial
         ownership may be disclaimed as to certain of the securities.

(2)      Includes 8,541 shares of Common Stock issuable upon the exercise of
         stock options granted under the Company's 1989 Stock Option Plan for
         Non-Employee Directors.

(3)      Includes 8,686 shares of Common Stock issuable upon the exercise of
         stock options granted under the Company's 1989 Stock Option Plan for
         Non-Employee Directors.

(4)      Includes 14,318 shares of Common Stock held by Mr. Bershad's wife and
         11,575 shares of Common Stock issuable upon the exercise of stock
         options granted under the Company's 1989 Stock Option Plan for
         Non-Employee Directors.

(5)      Includes 3,308 shares of Common Stock held by Mr. Buckelew's wife,
         1,736 shares held by Buckelew & Lane Investments and 2,376 shares of
         Common Stock issuable upon the exercise of stock options granted under
         the Company's 1989 Stock Option Plan for Non-Employee Directors. Mr.
         Buckelew is a partner of Buckelew & Lane Investments.

(6)      Includes 37,617 shares held by Site Development Inc., 19,474 shares
         held by the wife of Mr. Hill, 52,805 shares held by S. J. Dining, Inc.,
         49,940 shares held by U.S. Restaurants, Inc., 46,695 shares held by
         J.V. Properties, 12,971 shares held by InterArch, Inc., 44,626 shares
         held by the Hill Family Trust and 10,681 shares allocated to Mr. Hill
         by the Company's ESOP. Mr. Hill is the Chairman of the Board of Site
         Development, Inc., a shareholder of S. J. Dining, Inc., a shareholder
         of U.S. Restaurants, Inc., a partner in J.V. Properties, a co-trustee
         and beneficiary of the Hill Family Trust and a co-trustee and
         beneficiary of the Company's ESOP Trust. InterArch, Inc., is a company
         own by Mr. Hill's wife. This amount also includes 272,182 shares of
         Common Stock issuable upon the exercise of stock options granted to Mr.
         Hill under the Company's 1984 and 1994 Employee Stock Option Plans.
         This amount does not include any unallocated shares of Common Stock
         held by the Company's ESOP as to which Mr. Hill is a co-trustee.

(7)      Includes 144,655 shares of Common Stock issuable upon the exercise of
         stock options granted to Mr. Jordan under the Company's 1984 and 1994
         Employee Stock Option Plans, 9,069 shares allocated to Mr. Jordan by
         the Company's ESOP, of which Mr. Jordan is a co-trustee and
         beneficiary, and 1,664 shares held in trust for Mr. Jordan's minor
         children. This amount does not include any unallocated shares of Common
         Stock held by the Company's ESOP as to which Mr. Jordan is a
         co-trustee.

(8)      Includes 154 shares of Common Stock held by Mr. Kerr's wife, 50,548
         shares held by the Markeim-Chalmers, Inc. Pension Plan and 1,050 shares
         of Common Stock issuable upon the exercise of stock options granted to
         Mr. Kerr under the Company's 1989 Stock Option Plan for Non-Employee
         Directors. Markeim-Chalmers, Inc. is a company owned by Mr. Kerr.

                                      -15-
<PAGE>

(9)      Includes 52,805 shares held by S. J. Dining, Inc., 49,940 shares held
         by U.S. Restaurants, Inc. and 11,575 shares of Common Stock issuable
         upon the exercise of stock options granted to Mr. Lewis under the
         Company's 1989 Stock Option Plan for Non-Employee Directors. Mr. Lewis
         is President of S. J. Dining, Inc. and President of U.S. Restaurants,
         Inc. This amount also includes 2,506 shares held in trust for Mr.
         Lewis' minor children.

(10)     Includes 19,167 shares held by Mr. Ragone's wife, 13,386 shares held
         jointly with Mr. Ragone's wife and 3,007 shares of Common Stock
         issuable upon the exercise of stock options granted to Mr. Ragone under
         the Company's 1989 Stock Option Plan for Non-Employee Directors.

(11)     Includes 263 shares held by Mr. Schwartz's wife, 5,359 shares held
         jointly with Mr. Schwartz's wife and 6,315 shares of Common Stock
         issuable upon the exercise of stock options granted to Mr. Schwartz
         under the Company's 1989 Stock Option Plan for Non-Employee Directors.

(12)     Includes 14,774 shares held by Mr. Tarquini's wife, 16,708 shares held
         by The Tarquini Organization Profit Sharing Plan, 1,785 shares held by
         The Tarquini Foundation and 11,575 shares of Common Stock issuable upon
         the exercise of stock options granted to Mr. Tarquini under the
         Company's 1989 Stock Option Plan for Non-Employee Directors. Mr.
         Tarquini is the President of The Tarquini Organization.

(13)     Includes 20,773 shares held jointly with Mr. Videon's wife, 6,000
         shares held by Mr. Videon's wife, 9,428 shares held by Frank C. Videon,
         Inc., Profit Sharing Trust, 2,879 shares held by Videon Chevrolet
         Profit Sharing Plan, 10,777 shares held by the Videon Dodge, Inc.,
         Employee Profit Sharing Trust, 5,556 shares held by the Frank C. Videon
         Funeral Home Profit Sharing Plan, 2,228 shares held in Trust for Mr.
         Videon's minor grandchildren and 3,424 shares of Common Stock issuable
         upon the exercise of stock options granted to Mr. Videon under the
         Company's 1989 Stock Option Plan for Non-Employee Directors. Mr. Videon
         is president of Frank C. Videon, Inc., Vice President of Videon
         Chevrolet, President of Videon Dodge, Inc., and Owner of Videon Funeral
         Home.

(14)     Includes 62,832 shares held jointly with Mr. Musumeci's wife, 69,511
         shares of Common Stock issuable upon the exercise of stock options
         granted to Mr. Musumeci under the Company's 1984 and 1994 Employee
         Stock Option Plans and 8,583 shares of Common Stock allocated to Mr.
         Musumeci under the Company's ESOP.

(15)     Includes 71,825 shares of Common Stock issuable upon the exercise of
         stock options granted to Mr. Falese under the Company's 1984 and 1994
         Employee Stock Option Plans and 1,516 shares of Common Stock allocated
         to Mr. Falese under the Company's ESOP, 9,736 shares held by Mr.
         Falese's wife, 653 shares held jointly with Mr. Falese's wife, 2,675
         shares held by Mr. Falese's wife in trust for their minor daughter.

(16)     Includes 102,489 shares of Common Stock issuable upon the exercise of
         stock options granted to Mr. DiFlorio under the Company's 1984 and 1994
         Employee Stock Option Plans and 4,748 shares of Common Stock allocated
         to Mr. DiFlorio under the Company's ESOP.

(17)     Includes an aggregate of 846,023 shares of Common Stock issuable upon
         the exercise of stock options granted to directors and certain
         executive officers of the Company under the Company's Stock Option
         Plans.

                                      -16-

<PAGE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         Certain directors and executive officers of Bancorp, Commerce NJ,
Commerce PA, Commerce Shore and Commerce North, certain of their immediate
family members and certain corporations or organizations with which they are
affiliated have had and expect to continue to have loan and other banking
transactions with Commerce NJ, Commerce PA, Commerce Shore and Commerce North.
All such loans and other banking transactions were made in the ordinary course
of business, were made on substantially the same terms, including interest rates
and collateral, as those prevailing at the time for comparable transactions for
unrelated parties, and did not involve more than the normal risk of
uncollectibility or present other unfavorable features.

         The Board of Directors of Bancorp approves all transactions in which an
officer or director of Bancorp or any of its subsidiaries has an interest. In
the case of a transaction involving a director of Bancorp, such director does
not vote on the transaction.

         Mr. Kerr, a director and nominee for director of Bancorp, is the
President of Markeim-Chalmers, Inc. which in 1997 received $183,000 in fees for
real estate related services, primarily real estate appraisals.

         Messrs. Beck and Bershad, directors and nominees for directors of
Bancorp, are members of law firms which Bancorp and its subsidiaries have
retained during Bancorp's last fiscal year and which Bancorp and its
subsidiaries intend to retain during its current fiscal year.

         Bancorp leases from limited partnerships in which Mr. Hill is a partner
or in which a corporation owned by Mr. Hill is a partner under separate
operating lease agreements the land on which it has constructed ten branch
offices. The aggregate annual rental under these leases for 1997 was
approximately $375,000. These leases expire periodically through 2017 but are
renewable through 2037. Aggregate annual rentals escalate to $501,000 in 2007.

         Bancorp leases land to a limited partnership partially comprised of the
directors of Bancorp including Messrs. Bershad, Hill and Lewis and a corporation
owned by Mr. Hill. The initial lease term is 25 years, with two successive
10-year options. As of December 31, 1997, the future minimum lease payments to
be received by Bancorp amount to approximately $55,000 for each of the next two
years and $432,000 thereafter for the remainder of the initial lease term. In
accordance with the provision of the land lease, the limited partnership
constructed and owns the office building located on the land. Commerce PA leases
the building as a branch facility. The initial lease term expires in 2010.

         Management believes that the rental paid or received for each of the
foregoing leases is comparable to the rental which they would have to pay to or
would have received from, as the case may be, and that the option prices are
comparable to or more favorable than those that could have been obtained or
received from, non-affiliated parties in similar commercial transactions for
similar locations, assuming that such locations were available.

         During 1997, Commerce NJ, Commerce PA, Commerce Shore and Commerce
North obtained interior design, facilities management and general contractor
services in the amount of $916,000 from a business corporation of which Shirley
Hill, wife of Vernon W. Hill, II, is a principal shareholder and the president.
Additionally, during 1997 the business received commissions of $1,464,000 on
furniture and facility purchases made directly by Commerce NJ, Commerce PA,
Commerce Shore and Commerce North. These expenditures related primarily to the
furnishing and related design services of the opening and/or refurbishing of
certain offices during the period. In the opinion of management, such expenses
were substantially equivalent to those that would have been paid to unaffiliated
companies for similar furniture and services.

                                      -17-
<PAGE>


                                    SIGNATURE

       Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange of 1934, the Registrant has duly caused this Amendment No. 1 to its
Annual Report of Form 10-K for the year ended December 31, 1997 to be signed on
its behalf by the undersigned thereunto duly authorized.


                                             COMMERCE BANCORP, INC.




Date:        April 28, 1998                  By: /s/ Douglas J. Pauls
                                                 -----------------------------
                                                 Douglas J. Pauls
                                                 Vice President and Controller




                                      -18-