SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    Form 10-Q


(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
     For the quarter ended September 30, 2002

                                       OR

( )  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934
     For the transition period from ______________ to ______________

                            Commission File #0-12874

                         COMMERCE BANCORP, INC. [LOGO]
             (Exact name of registrant as specified in its charter)

          New Jersey                                        22-2433468
--------------------------------------------------------------------------------
(State or other jurisdiction of                    (IRS Employer Identification
incorporation or organization)                                Number)

     Commerce Atrium, 1701 Route 70 East, Cherry Hill, New Jersey 08034-5400
--------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                 (856) 751-9000
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  report(s),  and (2) has  been  subject  to such  filing
requirements for the past 90 days.

               Yes  X                                     No
                   ---                                       ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS:
    Indicate the number of shares outstanding of each of the issuer's classes
                of common stock, as of the last practical date.

     Common Stock                                           67,487,871
--------------------------------------------------------------------------------
    (Title of Class)                               (No. of Shares Outstanding
                                                       as of 11/11/02)


<PAGE>

                     COMMERCE BANCORP, INC. AND SUBSIDIARIES
                                      INDEX

                                                                            Page
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Consolidated Balance Sheets (unaudited)
         September 30, 2002 and December 31, 2001.............................1

         Consolidated Statements of Income (unaudited) Three months ended
         September 30, 2002 and September 30, 2001 and
         nine months ended September 30, 2002 and September 30, 2001..........2

         Consolidated Statements of Cash Flows (unaudited)
         Nine months ended September 30, 2002 and September 30, 2001..........3

         Consolidated Statement of Changes in Stockholders' Equity
         (unaudited) Nine months ended September 30, 2002.....................4

         Notes to Consolidated Financial Statements (unaudited)...............5

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operation...................................8

Item 3.  Quantitative and Qualitative Disclosures About Market Risk..........16

Item 4.  Controls and Procedures.............................................17

PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K....................................18

<PAGE>
<TABLE>
<CAPTION>
                                      COMMERCE BANCORP, INC. AND SUBSIDIARIES
                                            CONSOLIDATED BALANCE SHEETS
                                                    (unaudited)

                  ------------------------------------------------------------------------------------------------
                                                                                September 30,      December 31,
                                                                              ------------------------------------
                  (dollars in thousands)                                             2002              2001
                  ------------------------------------------------------------------------------------------------
<S>               <C>                                                            <C>               <C>
Assets            Cash and due from banks                                         $   740,604       $   557,738
                  Federal funds sold                                                   87,900                 0
                                                                                 ------------    --------------
                       Cash and cash equivalents                                      828,504           557,738
                  Loans held for sale                                                  66,612            73,261
                  Trading securities                                                  197,386           282,811
                  Securities available for sale                                     7,093,561         4,152,704
                  Securities held to maturity
                       (market value 09/02-$927,930; 12/01-$1,146,345)                898,532         1,132,172
                  Loans                                                             5,542,626         4,583,412
                       Less allowance for loan losses                                  85,479            66,981
                                                                                 ------------    --------------
                                                                                    5,457,147         4,516,431
                  Bank premises and equipment, net                                    449,677           362,992
                  Other assets                                                        382,850           285,594
                                                                                 ------------    --------------
                                                                                  $15,374,269       $11,363,703
                                                                                 ============    ==============

Liabilities       Deposits:
                       Demand:
                           Interest-bearing                                       $ 5,162,886       $ 3,608,709
                           Noninterest-bearing                                      3,060,273         2,403,637
                       Savings                                                      2,705,202         1,925,919
                       Time                                                         2,951,275         2,247,329
                                                                                 ------------    --------------
                           Total deposits                                          13,879,636        10,185,594

                  Other borrowed money                                                142,468           264,554
                  Other liabilities                                                   281,099           196,485
                  Trust Capital Securities - Commerce Capital Trust I                       0            57,500
                  Convertible Trust Capital Securities - Commerce Capital
                       Trust II                                                       200,000                 0
                  Long-term debt                                                            0            23,000
                                                                                 ------------    --------------
                                                                                   14,503,203        10,727,133

Stockholders'     Common stock, 67,487,755 shares
Equity                 issued (65,832,559 shares in 2001)                              67,488            65,833
                  Capital in excess of par or stated value                            512,081           461,897
                  Retained earnings                                                   169,125            94,698
                  Accumulated other comprehensive income                              123,993            15,764
                                                                                 ------------    --------------
                                                                                      872,687           638,192

                  Less treasury stock, at cost, 200,018 shares
                       (200,118 shares in 2001)                                         1,621             1,622
                                                                                 ------------    --------------
                           Total stockholders' equity                                 871,066           636,570
                                                                                 ------------    --------------

                                                                                  $15,374,269       $11,363,703
                                                                                 ============    ==============
                                             See accompanying notes.

                                                       1

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                        COMMERCE BANCORP, INC. AND SUBSIDIARIES
                                           CONSOLIDATED STATEMENTS OF INCOME
                                                      (unaudited)
              ---------------------------------------------------------------------------------------------------------
                                                                 Three Months Ended             Nine Months Ended
                                                                    September 30,                 September 30,
                                                             ----------------------------------------------------------
              (dollars in thousands, except per share            2002           2001           2002           2001
              amounts)
              ---------------------------------------------------------------------------------------------------------
<S>           <C>                                                <C>            <C>            <C>            <C>
Interest      Interest and fees on loans                         $ 91,843       $ 83,679       $260,625       $245,034
Income        Interest on investments                             104,528         67,037        292,038        193,130
              Other interest                                          404          2,265            684          5,005
                                                             ------------    -----------    -----------    -----------
                       Total interest income                      196,775        152,981        553,347        443,169
                                                             ------------    -----------    -----------    -----------

Interest      Interest on deposits:
Expense            Demand                                          14,504         16,371         42,119         50,353
                   Savings                                          7,912          8,465         23,123         25,705
                   Time                                            20,374         23,469         63,193         75,814
                                                             ------------    -----------    -----------    -----------
                       Total interest on deposits                  42,790         48,305        128,435        151,872
              Interest on other borrowed money                        403            737          1,111          3,219
              Interest on long-term debt                            3,028          1,226         10,542          4,222
                                                             ------------    -----------    -----------    -----------
                       Total interest expense                      46,221         50,268        140,088        159,313
                                                             ------------    -----------    -----------    -----------

              Net interest income                                 150,554        102,713        413,259        283,856
              Provision for loan losses                             8,000          6,335         25,150         18,926
                                                             ------------    -----------    -----------    -----------
              Net interest income after provision for
                   loan losses                                    142,554         96,378        388,109        264,930

Noninterest   Deposit charges and service fees                     33,802         25,871         94,394         72,901
Income        Other operating income                               35,830         25,903         92,857         69,382
              Net investment securities gains                           0              0              0            980
                                                             ------------    -----------    -----------    -----------
                       Total noninterest income                    69,632         51,774        187,251        143,263
                                                             ------------    -----------    -----------    -----------

Noninterest   Salaries and benefits                                74,164         52,155        198,487        141,656
Expense       Occupancy                                            15,215          9,639         40,396         27,566
              Furniture and equipment                              17,012         12,657         47,705         36,504
              Office                                                8,173          6,726         22,543         19,381
              Audit and regulatory fees and assessments             1,438          1,011          3,824          2,976
              Marketing                                             7,850          6,443         18,823         12,918
              Other                                                30,976         20,962         86,511         56,886
                                                             ------------    -----------    -----------    -----------
                       Total noninterest expenses                 154,828        109,593        418,289        297,887
                                                             ------------    -----------    -----------    -----------

              Income before income taxes                           57,358         38,559        157,071        110,306
              Provision for federal and state income taxes         19,669         12,278         52,830         35,514
                                                             ------------    -----------    -----------    -----------
              Net income                                         $ 37,689       $ 26,281       $104,241       $ 74,792
                                                             ============    ===========    ===========    ===========

              Net income per common and common
                  equivalent share:
                       Basic                                     $   0.56       $   0.40       $   1.56       $   1.16
                                                             ------------    -----------    -----------    -----------
                       Diluted                                   $   0.53       $   0.38       $   1.47       $   1.10
                                                             ------------    -----------    -----------    -----------
              Average common and common equivalent
                  shares outstanding:
                       Basic                                       67,065         64,958         66,541         64,412
                                                             ------------    -----------    -----------    -----------
                       Diluted                                     71,084         68,506         70,704         67,756
                                                             ------------    -----------    -----------    -----------
              Cash dividends, common stock                       $   0.15       $   0.14       $   0.45       $   0.41
                                                             ============    ===========    ===========    ===========

                                                See accompanying notes.

                                                           2

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                         COMMERCE BANCORP, INC. AND SUBSIDIARIES
                                          CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                       (unaudited)

                  ------------------------------------------------------------------------------------------------------
                                                                                              Nine Months Ended
                                                                                                September 30,
                                                                                       ---------------------------------
                  (dollars in thousands)                                                   2002               2001
                  ------------------------------------------------------------------------------------------------------
<S>                                                                                       <C>                 <C>
Operating         Net income                                                              $  104,241          $  74,792
Activities        Adjustments to reconcile net income to net cash
                     provided by operating activities:
                       Provision for loan losses                                              25,150             18,926
                       Provision for depreciation, amortization and accretion                 42,623             31,542
                       Gains on sales of securities available for sale                                             (980)
                       Proceeds from sales of loans held for sale                            998,966            488,079
                       Originations of loans held for sale                                  (992,317)          (483,734)
                       Net loan chargeoffs                                                    (6,651)            (6,220)
                       Net increase (decrease) in trading securities                          85,425            (75,679)
                       Increase in other assets                                             (158,069)          (168,367)
                       Increase in other liabilities                                          84,614            121,377
                  -----------------------------------------------------------------------------------------------------
                             Net cash provided (used) by operating activities                183,982               (264)

Investing         Proceeds from the sales of securities available for sale                 1,020,605            374,528
activities        Proceeds from the maturity of securities available for sale              1,280,991            580,919
                  Proceeds from the maturity of securities held to maturity                  338,551            267,249
                  Purchase of securities available for sale                               (5,076,572)        (2,155,383)
                  Purchase of securities held to maturity                                   (106,083)           (48,068)
                  Net increase in loans                                                     (971,090)          (643,787)
                  Proceeds from sales of loans                                                11,877              8,721
                  Purchases of premises and equipment                                       (124,977)           (65,089)
                  -----------------------------------------------------------------------------------------------------
                             Net cash used by investing activities                        (3,626,698)        (1,680,910)

Financing         Net increase in demand and savings deposits                              2,990,096          1,378,029
activities        Net increase in time deposits                                              703,946            646,592
                  Net decrease in other borrowed money                                      (122,086)          (199,041)
                  Issuance of Convertible Trust Capital Securities                           200,000
                  Redemption of Trust Capital Securities                                     (57,500)
                  Decrease in long-term debt                                                 (23,000)                 -
                  Dividends paid                                                             (29,814)           (26,431)
                  Proceeds from issuance of common stock under
                     dividend reinvestment and other stock plans                              47,090             40,502
                  Other                                                                        4,750               (342)
                  -----------------------------------------------------------------------------------------------------
                             Net cash provided by financing activities                     3,713,482          1,839,309

                  Increase in cash and cash equivalents                                      270,766            158,135
                  Cash and cash equivalents at beginning of year                             557,738            495,918
                  -----------------------------------------------------------------------------------------------------
                  Cash and cash equivalents at end of period                              $  828,504         $  654,053
                  =====================================================================================================

                  Supplemental  disclosures of cash flow information:  Cash paid
                     during the period for:
                       Interest                                                           $  142,450         $  158,898
                       Income taxes                                                           39,978             34,353

                                                 See accompanying notes.

                                                            3

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                               COMMERCE BANCORP, INC. AND SUBSIDIARIES
                                      Consolidated Statement of Changes in Stockholders' Equity

Nine months ended September 30, 2002
(in thousands, except per share amounts)
-------------------------------------------------------------------------------------------------------------------------------
                                                                Capital in                           Accumulated
                                                                Excess of                               Other
                                                      Common      Par or      Retained    Treasury  Comprehensive
                                                       Stock   Stated Value   Earnings     Stock       Income          Total
-------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>         <C>         <C>         <C>            <C>          <C>
Balances at December 31, 2001                          $65,833     $461,897    $ 94,698    $(1,622)       $ 15,764     $636,570
Net income                                                                      104,241                                 104,241
   Other Comprehensive Income, net of tax
     Unrealized gain on securities (pre-tax $168,572)                                                      108,229      108,229
                                                                                                                      ---------
Total comprehensive income                                                                                              212,470
Cash dividends paid                                                             (29,814)                                (29,814)
Shares issued under dividend reinvestment
   and compensation and benefit plans (1,543 shares)     1,543       45,551                                              47,094
Acquisition of insurance brokerage agency
   (113 shares)                                            113        4,633                                               4,746
Other                                                       (1)                                  1
-------------------------------------------------------------------------------------------------------------------------------
Balances at September 30, 2002                         $67,488     $512,081    $169,125    $(1,621)       $123,993     $871,066
===============================================================================================================================

                                                       See accompanying notes.

                                                                 4

</TABLE>

<PAGE>

                     COMMERCE BANCORP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

A.   Consolidated Financial Statements

The consolidated financial statements included herein have been prepared without
audit  pursuant to the rules and  regulations  of the  Securities  and  Exchange
Commission.  Certain information and footnote  disclosures  normally included in
financial statements prepared in accordance with accounting principles generally
accepted in the United  States has been  condensed  or omitted  pursuant to such
rules  and  regulations.   The  accompanying  condensed  consolidated  financial
statements  reflect all  adjustments  which are,  in the opinion of  management,
necessary to a fair statement of the results for the interim periods  presented.
Such adjustments are of a normal recurring nature.

These condensed  consolidated financial statements should be read in conjunction
with the audited  financial  statements  and the notes  thereto  included in the
registrant's  Annual Report on Form 10-K for the period ended December 31, 2001.
The results for the nine months  ended  September  30, 2002 are not  necessarily
indicative  of the results that may be expected for the year ended  December 31,
2002.

The consolidated  financial statements include the accounts of Commerce Bancorp,
Inc. and all of its subsidiaries,  including  Commerce Bank, N.A. (Commerce NJ),
Commerce   Bank/Pennsylvania,   N.A.,   Commerce   Bank/Shore,   N.A.,  Commerce
Bank/North, Commerce Bank/Delaware,  N.A., Commerce National Insurance Services,
Inc. (Commerce National  Insurance),  Commerce Capital Trust I, Commerce Capital
Trust II, and Commerce Capital Markets,  Inc. (CCMI). All material  intercompany
transactions  have been  eliminated.  Certain amounts from prior years have been
reclassified to conform with 2002  presentation.  All common stock and per share
amounts have been adjusted to reflect the 2 for 1 stock split with a record date
of December 3, 2001.

On August 1, 2002 the Company  completed the  acquisition of Sanford and Purvis,
Inc.,  an  insurance  brokerage  agency  which will  operate  as a  wholly-owned
subsidiary of Commerce  National  Insurance.  The Company  issued  approximately
113,000 shares in connection with this acquisition.

B.   Commitments

In the normal course of business,  there are various outstanding  commitments to
extend credit, such as letters of credit and unadvanced loan commitments,  which
are  not  reflected  in  the  accompanying  consolidated  financial  statements.
Management  does  not  anticipate  any  material  losses  as a  result  of these
transactions.

C.   Comprehensive Income

Total  comprehensive  income,  which for the  Company  included  net  income and
unrealized  gains and losses on the  Company's  available  for sale  securities,
amounted to $89.7 million and $73.3 million,  respectively, for the three months
ended  September 30, 2002 and 2001. For the nine months ended September 30, 2002
and  2001,   total   comprehensive   income  was  $212.5  and  $130.7   million,
respectively.

                                       5

<PAGE>

                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

D.   Segment Information

Selected segment information is as follows:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                                 Three Months Ended                       Three Months Ended
                                                 September 30, 2002                       September 30, 2001
                                      --------------------------------------------------------------------------------
                                        Community      Parent/                   Community      Parent/
                                          Banks         Other        Total         Banks         Other        Total
----------------------------------------------------------------------------------------------------------------------
<S>                                   <C>           <C>          <C>           <C>           <C>          <C>
Net interest income                   $   152,148   $    (1,594) $   150,554   $   103,136   $      (423) $   102,713
Provision for loan losses                   8,000             -        8,000         6,335             -        6,335
                                      --------------------------------------------------------------------------------

Net interest income after provision       144,148        (1,594)     142,554        96,801          (423)      96,378
Noninterest income                         43,031        26,601       69,632        33,278        18,496       51,774
Noninterest expense                       133,219        21,609      154,828        93,896        15,697      109,593
                                      --------------------------------------------------------------------------------
Income before income taxes                 53,960         3,398       57,358        36,183         2,376       38,559
Income tax expense                         18,507         1,162       19,669        11,711           567       12,278
                                      --------------------------------------------------------------------------------
Net income                            $    35,453   $     2,236  $    37,689   $    24,472   $     1,809  $    26,281
                                      ================================================================================

Average assets (in billions)          $    12,763   $     1,597  $    14,360   $     8,774   $     1,014  $     9,788
                                      ================================================================================

----------------------------------------------------------------------------------------------------------------------
                                                  Nine Months Ended                        Nine Months Ended
                                                 September 30, 2002                       September 30, 2001
                                      --------------------------------------------------------------------------------
                                        Community      Parent/                   Community      Parent/
                                          Banks         Other        Total         Banks         Other        Total
----------------------------------------------------------------------------------------------------------------------
Net interest income                   $   419,909   $    (6,650) $   413,259    $  284,528   $      (672) $   283,856
Provision for loan losses                  25,150             -       25,150        18,926             -       18,926
                                      --------------------------------------------------------------------------------

Net interest income after provision       394,759        (6,650)     388,109       265,602          (672)     264,930
Noninterest income                        118,972        68,279      187,251        89,557        53,706      143,263
Noninterest expense                       359,366        58,923      418,289       253,297        44,590      297,887
                                      --------------------------------------------------------------------------------
Income before income taxes                154,365         2,706      157,071       101,862         8,444      110,306
Income tax expense                         52,797            33       52,830        33,276         2,238       35,514
                                      --------------------------------------------------------------------------------
Net income                            $   101,568   $     2,673  $   104,241   $    68,586   $     6,206  $    74,792
                                      ================================================================================

Average assets (in billions)          $    11,596   $     1,486  $    13,082   $     8,143   $       960  $     9,103
                                      ================================================================================
</TABLE>

E.   Recent Accounting Statements

In conjunction with the issuance of the new guidance for business  combinations,
the FASB issued Statement No. 142,  "Goodwill and Other Intangible  Assets" (FAS
142),  which  addresses the accounting  and reporting for acquired  goodwill and
other  intangible  assets and supersedes APB Opinion 17. Under the provisions of
FAS 142,  goodwill and certain  other  intangible  assets,  which do not possess
finite  useful  lives,  will no  longer be  amortized  into net  income  over an
estimated life but rather will be tested at least annually for impairment  based
on specific guidance provided in the new standard.  Intangible assets determined
to have finite lives will continue to be amortized over their  estimated  useful
lives and also continue to be subject to impairment  testing.  The provisions of
FAS 142,  which were  adopted by the  Company as required  effective  January 1,
2002,  did not have a  material  impact  on the  results  of  operations  of the
Company.

                                       6

<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

F.   Trust Capital Securities

On June 9,  1997,  the  Company  issued  $57.5  million of 8.75%  Trust  Capital
Securities   through  Commerce  Capital  Trust  I,  a  Delaware  business  trust
subsidiary of the Company.  All of these Trust Capital  Securities were redeemed
on July 1, 2002 at the stated liquidation amount ($25 per capital security) plus
accrued and unpaid distributions thereon to July 1, 2002.

On March 11, 2002 the Company  issued $200  million of 5.95%  convertible  trust
preferred  securities through Commerce Capital Trust II, a newly formed Delaware
business  trust  subsidiary  of the Company.  Holders of the  convertible  trust
preferred  securities  may convert each  security  into 0.9478 shares of Company
common stock,  subject to  adjustment,  if (1) the closing sale price of Company
common stock for at least 20 trading days in a period of 30 consecutive  trading
days ending on the last trading day of any calendar  quarter  beginning with the
quarter  ending  June  30,  2002 is more  than  110%  of the  convertible  trust
preferred  securities  conversion  price  then in effect on the last day of such
calendar  quarter,  (2) the assigned credit rating by Moody's of the convertible
trust  preferred  securities  is at or  below  Bal,  (3) the  convertible  trust
preferred  securities  are called for  redemption,  or (4)  specified  corporate
transactions  have occurred.  All $200 million of the Convertible  Trust Capital
Securities  qualify  as Tier 1 capital  for  regulatory  capital  purposes.  The
Convertible  Trust Capital  Securities  are not currently  convertible.  The net
proceeds of this offering were used for general  corporate  purposes,  including
the  redemption  of the  Company's  $57.5  million  of  8.75%  Capital  Trust  I
securities on July 1, 2002 and the repayment of the Company's $23.0 million of 8
3/8% subordinated notes on May 20, 2002.

G.   Earnings Per Share

The  calculation  of earnings per share  follows (in  thousands,  except for per
share amounts):

<TABLE>
<CAPTION>
                                                         Three Months Ended                  Nine Months Ended
                                                            September 30                       September 30
                                                   -------------------------------------------------------------------
                                                       2002              2001             2002              2001
----------------------------------------------------------------------------------------------------------------------

<S>                                                      <C>               <C>             <C>                <C>
Basic:
Net income                                               $37,689           $26,281         $104,241           $74,792
                                                   =============     =============    =============     =============
Average common shares outstanding                         67,065            64,958           66,541            64,412
                                                   =============     =============    =============     =============
Net income per share of common stock                     $  0.56           $  0.40         $   1.56           $  1.16
                                                   =============     =============    =============     =============

Diluted:
Net income                                               $37,689           $26,281         $104,241           $74,792
                                                   =============     =============    =============     =============

Average common shares outstanding                         67,065            64,958           66,541            64,412
Additional shares considered in diluted
   computation assuming:
     Exercise of stock options                             4,019             3,548            4,163             3,344
                                                   -------------     -------------    -------------     -------------
     Average common shares outstanding
       on a diluted basis                                 71,084            68,506           70,704            67,756
                                                   =============     =============    =============     =============
Net income per common share - diluted                    $  0.53           $  0.38         $   1.47           $  1.10
                                                   =============     =============    =============     =============
</TABLE>

                                       7

<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

Item 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operation
          ---------------------------------------------------------------

Capital Resources
-----------------

At September 30, 2002,  stockholders'  equity totaled $871.1 million or 5.67% of
total  assets,  compared to $636.6  million or 5.60% of total assets at December
31, 2001.

The table below presents the Company's and Commerce NJ's risk-based and leverage
ratios at September 30, 2002 and 2001:

<TABLE>
<CAPTION>
                                                                             Per Regulatory Guidelines
                                                                 ---------------------------------------------------
                                                  Actual                   Minimum              "Well Capitalized"
                                          Amount         Ratio       Amount       Ratio         Amount       Ratio
--------------------------------------------------------------------------------------------------------------------
<S>                                     <C>              <C>        <C>             <C>        <C>             <C>
September 30, 2002
Company
     Risk based capital ratios:
       Tier 1                           $  938,603       11.54%     $325,260        4.00%      $487,890        6.00%
       Total capital                     1,024,082       12.59       650,519        8.00        813,149       10.00
     Leverage ratio                        938,603        6.59       569,878        4.00        712,347        5.00

Commerce NJ
     Risk based capital ratios:
       Tier 1                           $  492,564       10.05%     $196,119        4.00%      $294,179        6.00%
       Total capital                       554,007       11.30       392,238        8.00        490,298       10.00
     Leverage ratio                        492,564        6.25       315,059        4.00        393,824        5.00

September 30, 2001
Company
     Risk based capital ratios:
       Tier 1                           $  640,068       10.37%     $246,880        4.00%      $370,319        6.00%
       Total capital                       706,054       11.44       493,759        8.00        617,199       10.00
     Leverage ratio                        640,068        6.56       390,325        4.00        487,906        5.00

Commerce NJ
     Risk based capital ratios:
       Tier 1                           $  360,781        9.52%     $151,642        4.00%      $227,463        6.00%
       Total capital                       402,049       10.61       303,284        8.00        379,105       10.00
     Leverage ratio                        360,781        6.31       228,676        4.00        285,846        5.00
</TABLE>

At September 30, 2002, the Company's consolidated capital levels and each of the
Company's  bank   subsidiaries   met  the  regulatory   definition  of  a  "well
capitalized" financial institution, i.e., a leverage capital ratio exceeding 5%,
a Tier 1 risk-based  capital ratio exceeding 6%, and a total risk-based  capital
ratio  exceeding  10%.  Management  believes that as of September 30, 2002,  the
Company and its  subsidiaries  meet all capital  adequacy  requirements to which
they are subject.

Deposits
--------

Total deposits at September 30, 2002 were $13.9 billion, up $4.5 billion, or 47%
over total  deposits  of $9.4  billion at  September  30,  2001,  and up by $3.7
billion,  or 36% from year-end 2001. Deposit growth during the first nine months
of 2002  included core deposit  growth in all  categories as well as growth from
the public sector. The Company  experienced  "same-store core deposit growth" of
31% at September 30, 2002 as compared to deposits a year ago for those  branches
open for more than two years.

Interest Rate Sensitivity and Liquidity
---------------------------------------

The Company's risk of loss arising from adverse changes in the fair market value
of financial instruments, or market risk, is composed primarily of interest rate
risk.  The  primary  objective  of  the  Company's  asset/liability   management

                                       8

<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

activities  is to maximize net interest  income,  while  maintaining  acceptable
levels of interest rate risk. The Company's  Asset/Liability Committee (ALCO) is
responsible for  establishing  policies to limit exposure to interest rate risk,
and to ensure  procedures  are  established  to  monitor  compliance  with these
policies. The guidelines established by ALCO are reviewed by the Company's Board
of Directors.

Management considers the simulation of net interest income in different interest
rate environments to be the best indicator of the Company's  interest rate risk.
Income  simulation  analysis  captures not only the  potential of all assets and
liabilities to mature or reprice, but also the probability that they will do so.
Income  simulation also attends to the relative  interest rate  sensitivities of
these  items,  and  projects  their  behavior  over an extended  period of time.
Finally,  income simulation permits management to assess the probable effects on
the balance  sheet not only of changes in interest  rates,  but also of proposed
strategies for responding to them.

The Company's  income  simulation  model analyzes  interest rate  sensitivity by
projecting net income over the next 24 months in a flat rate scenario versus net
income in alternative  interest rate scenarios.  Management  continually reviews
and  refines  its  interest  rate risk  management  process in  response  to the
changing   economic   climate.   Currently,   the  Company's  model  projects  a
proportionate  200 basis point change during the next year, with rates remaining
constant in the second year.  The  Company's  ALCO policy has  established  that
interest income  sensitivity will be considered  acceptable if net income in the
above  interest  rate  scenario  is  within  15% of net  income in the flat rate
scenario  in the first  year and  within  30% over the two year time  frame.  At
September 30, 2002, the Company's  income  simulation model indicates net income
would decrease by 8.34% and by 17.56% in the first year and over a two year time
frame,  respectively,  if rates decreased as described  above, as compared to an
increase of 1.99% and decrease of 4.28%, respectively, at September 30, 2001. At
September 30, 2002,  the model  projects that net income would increase by 4.61%
and  increase  11.81%  in the  first  year  and  over  a two  year  time  frame,
respectively,  if rates increased as described  above, as compared to a decrease
by 4.59% and 2.27%, respectively, at September 30, 2001. All of these net income
projections are within an acceptable level of interest rate risk pursuant to the
policy established by ALCO.

In the event the Company's  interest rate risk models  indicate an  unacceptable
level of risk, the Company could undertake a number of actions that would reduce
this risk,  including the sale of a portion of its available for sale portfolio,
the use of risk  management  strategies such as interest rate swaps and caps, or
the extension of the maturities of its short-term borrowings.

Management  also  monitors  interest  rate risk by  utilizing a market  value of
equity model. The model assesses the impact of a change in interest rates on the
market value of all the  Company's  assets and  liabilities,  as well as any off
balance  sheet items.  The model  calculates  the market value of the  Company's
assets and liabilities in excess of book value in the current rate scenario, and
then  compares the excess of market value over book value given an immediate 200
basis point change in rates.  The Company's ALCO policy indicates that the level
of interest  rate risk is  unacceptable  if the immediate 200 basis point change
would  result in the loss of 50% or more of the excess of market value over book
value in the current rate  scenario.  At September 30, 2002, the market value of
equity model indicates an acceptable level of interest rate risk.

Liquidity  involves the Company's ability to raise funds to support asset growth
or decrease assets to meet deposit  withdrawals  and other  borrowing  needs, to
maintain reserve requirements and to otherwise operate the Company on an ongoing
basis.  The  Company's  liquidity  needs  are  primarily  met by  growth in core
deposits,  its  cash  and  federal  funds  sold  position,  cash  flow  from its
amortizing  investment  and loan  portfolios,  as well as the use of  short-term
borrowings,  as  required.  If  necessary,  the Company has the ability to raise
liquidity through collateralized  borrowings,  FHLB advances, or the sale of its
available for sale  investment  portfolio.  As of September 30, 2002 the Company
had in excess of $6.7 billion in immediately  available liquidity which includes
securities  that could be sold or used for  collateralized  borrowings,  cash on
hand, and borrowing capacities under existing lines of credit.  During the first
nine  months  of  2002,  deposit  growth  was  used to fund  growth  in the loan
portfolio and purchase additional investment securities.

                                       9

<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

Short-Term Borrowings
---------------------

Short-term borrowings,  or other borrowed money, consist primarily of securities
sold under agreements to repurchase and overnight lines of credit,  and are used
to meet short term  funding  needs.  During the first nine  months of 2002,  the
Company  significantly  reduced its  short-term  borrowings,  primarily  through
increased  deposits.  At September 30, 2002,  short-term  borrowings  aggregated
$142.5  million and had an average rate of 1.20%,  as compared to $264.6 million
at an average rate of 1.78% at December 31, 2001.

Interest Earning Assets
-----------------------

For the nine month period ended  September  30, 2002,  interest  earning  assets
increased  $3.7 billion from $10.2 billion to $13.9  billion.  This increase was
primarily in investment securities and the loan portfolio as described below.

Loans
-----

During the first nine months of 2002,  loans increased  $959.2 million from $4.6
billion to $5.5 billion.  At September 30, 2002, loans  represented 40% of total
deposits and 36% of total assets. All segments of the loan portfolio experienced
growth in the first nine months of 2002,  including  loans secured by commercial
real estate properties, commercial loans, and consumer loans.

The following table summarizes the loan portfolio of the Company by type of loan
as of the dates shown.

                                                        September 30,
                                            ---------------------------------
                                                   2002               2001
                                            ---------------------------------
Commercial real estate:
   Owner-occupied                               $1,182,886         $  756,563
   Investor developer                              731,784            618,063
   Construction                                    409,929            410,136
                                            ---------------------------------
                                                 2,324,599          1,784,762
Commercial loans:
   Term                                            745,069            547,269
   Line of credit                                  606,814            508,233
   Demand                                              348              7,337
                                            ---------------------------------
                                                 1,352,231          1,062,839
Consumer:
   Mortgages (1-4 family residential)              568,931            457,501
   Installment                                     147,126            163,201
   Home equity                                   1,098,098            818,566
   Credit lines                                     51,641             35,457
                                            ---------------------------------
                                                 1,865,796          1,474,725
                                            ---------------------------------
                                                $5,542,626         $4,322,326
                                            =================================

Investments
-----------

For the first nine months of 2002, total securities  increased $2.6 billion from
$5.6 billion to $8.2 billion.  The available for sale  portfolio  increased $2.9
billion to $7.1 billion at September  30, 2002 from $4.2 billion at December 31,
2001, and the securities held to maturity portfolio  decreased $233.6 million to
$898.5  million at September  30, 2002 from $1.1 billion at year-end  2001.  The
portfolio of trading  securities  decreased  $85.4 million from year-end 2001 to
$197.4 million at September 30, 2002. At September 30, 2002, the average life of
the  investment  portfolio  was  approximately  2.9 years,  and the duration was
approximately 2.4 years. At September 30, 2002, total securities represented 53%
of total assets.

                                       10

<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

The following table  summarizes the book value of securities  available for sale
and securities held to maturity by the Company as of the dates shown.

<TABLE>
<CAPTION>
                                                               September 30,   December 31,
                                                           ---------------------------------
                                                                   2002             2001
                                                           ---------------------------------
                                                                   (dollars in thousands)
<S>                                                             <C>              <C>
U.S. Government agency and mortgage backed obligations          $6,836,144       $3,994,523
Obligations of state and political subdivisions                     24,946           82,922
Equity securities                                                   17,008           16,325
Other                                                              215,463           58,934
                                                           --------------------------------
     Securities available for sale                              $7,093,561       $4,152,704
                                                           ================================

U.S. Government agency and mortgage backed obligations          $  758,799       $1,044,266
Obligations of state and political subdivisions                     93,728           50,602
Other                                                               46,005           37,304
                                                           --------------------------------
     Securities held to maturity                                $  898,532       $1,132,172
                                                           ================================
</TABLE>

Net Income
----------

Net income for the third quarter of 2002 was $37.7 million, an increase of $11.4
million or 43% over the $26.3  million  recorded for the third  quarter of 2001.
Net income for the first nine months of 2002 totaled $104.2 million, an increase
of $29.4  million or 39% from $74.8 million in the first nine months of 2001. On
a per share  basis,  diluted  net  income for the third  quarter  and first nine
months of 2002 was $0.53 and $1.47 per common share  compared to $0.38 and $1.10
per common share for the 2001 periods.

Return on average  assets (ROA) and return on average equity (ROE) for the third
quarter  of 2002 were  1.05% and  17.95%,  respectively,  compared  to 1.07% and
17.46%,  respectively,  for the same 2001 period. ROA and ROE for the first nine
months of 2002 were 1.06% and 18.59%, respectively, compared to 1.10% and 17.82%
a year ago.

Net Interest Income
-------------------

Net interest  income  totaled  $150.6  million for the third quarter of 2002, an
increase  of $47.8  million or 47% from $102.7  million in the third  quarter of
2001. Net interest  income for the first nine months of 2002 was $413.3 million,
up $129.4 million or 46% from 2001. The  improvement in net interest  income was
due primarily to volume increases in the loan and investment portfolios.

The net  interest  margin for the third  quarter of 2002 was 4.65% down 10 basis
points from the 4.75%  margin from the second  quarter.  Approximately  five (5)
basis  points was  related to  management's  conscious  decision  to shorten the
duration of the portfolio and approximately five (5) basis points of the decline
in the margin was attributed to lower  reinvestment rates caused by a flattening
yield curve.  Shortening the duration of the portfolio  provides for less market
price  volatility  and positions the Company  advantageously  for an anticipated
rise in  interest  rates  in  2003.  While  the net  interest  margin  rate  has
contracted as a result, the Company's volume increase in its net interest income
has more than offset the effect of the net interest margin rate decline.

The following  table sets forth balance sheet items on a daily average basis for
the three months ended  September 30, 2002, June 30, 2002 and September 30, 2001
and presents the daily average interest earned on assets and paid on liabilities
for such periods.

                                       11

<PAGE>

<TABLE>
<CAPTION>
                                               COMMERCE BANCORP, INC. AND SUBSIDIARIES

                                              Average Balances and Net Interest Income

                                ---------------------------------------------------------------------------------------------------
                                          September 2002                       June 2002                    September 2001
                                ----------------------------------- -------------------------------- ------------------------------
                                  Average                 Average     Average              Average     Average            Average
(dollars in thousands)            Balance      Interest    Rate       Balance    Interest    Rate      Balance  Interest    Rate
                                ----------------------------------- -------------------------------- ------------------------------
<S>                              <C>            <C>           <C>    <C>          <C>          <C>    <C>        <C>          <C>
Earning Assets
------------------------------
Investment securities
   Taxable                       $ 7,281,082    $102,306      5.57%  $ 6,484,728  $ 97,970     6.06%  $4,074,097 $ 64,491     6.28%
   Tax-exempt                         88,711       1,325      5.92       128,237     2,043     6.39       74,851    1,205     6.38
   Trading                           168,668       2,095      4.93       225,231     3,069     5.47      174,507    2,503     5.69
                                 -----------    --------      ----   -----------  --------     ----   ---------- --------     ----
Total investment securities        7,538,461     105,726      5.56     6,838,196   103,082     6.05    4,323,455   68,199     6.26
Federal funds sold                    95,341         403      1.68        27,592       116     1.69      272,366    2,265     3.30
Loans
   Commercial mortgages            2,131,809      36,868      6.86     1,928,153    33,683     7.01    1,615,533   31,752     7.80
   Commercial                      1,253,565      19,230      6.09     1,194,310    17,952     6.03      976,232   18,653     7.58
   Consumer                        1,865,040      33,252      7.07     1,787,395    32,026     7.19    1,489,014   30,427     8.11
   Tax-exempt                        178,956       3,835      8.50       241,226     5,073     8.43      194,665    4,380     8.93
                                 -----------    --------      ----   -----------  --------     ----   ---------- --------     ----
Total loans                        5,429,370      93,185      6.81     5,151,084    88,734     6.91    4,275,444   85,212     7.91
                                 -----------    --------      ----   -----------  --------     ----   ---------- --------     ----
Total earning assets             $13,063,172    $199,314      6.05%  $12,016,872  $191,932     6.41%  $8,871,265 $155,676     6.96%
                                 ===========                         ===========                      ==========
Sources of Funds
------------------------------
Interest-bearing liabilities
   Regular savings               $ 2,498,700    $  7,912      1.26%  $ 2,304,839  $  8,133     1.42%  $1,692,181 $  8,465     1.98%
   N.O.W. accounts                   352,234       1,031      1.16       331,878     1,152     1.39      245,052    1,288     2.09
   Money market plus               4,389,903      13,472      1.22     3,858,362    13,555     1.41    2,855,251   15,082     2.10
   Time deposits                   1,958,165      15,021      3.04     1,840,499    15,992     3.49    1,276,374   15,530     4.83
   Public funds                    1,001,570       5,353      2.12       984,503     5,546     2.26      743,954    7,940     4.23
                                 -----------    --------      ----   -----------  --------     ----   ---------- --------     ----
     Total deposits               10,200,572      42,789      1.66     9,320,081    44,378     1.91    6,812,812   48,305     2.81

   Other borrowed money               99,819         403      1.60        70,078       282     1.61       75,097      737     3.89
   Long-term debt                    200,000       3,029      6.01       269,885     5,082     7.55       80,500    1,227     6.05
                                 -----------    --------      ----   -----------  --------     ----   ---------- --------     ----
Total deposits and
   interest-bearing
   liabilities                    10,500,391      46,221      1.75     9,660,044    49,742     2.07    6,968,409   50,269     2.86
Noninterest-bearing funds (net)    2,562,781                           2,356,828                       1,902,856
                                 -----------    --------      ----   -----------  --------     ----   ---------- --------     ----
Total sources to fund earning
   assets                        $13,063,172      46,221      1.40   $12,016,872    49,742     1.66   $8,871,265   50,269     2.25
                                 ===========    --------      ----   ===========  --------     ----   ========== --------     ----
Net interest income and
   margin tax-equivalent basis                  $153,093      4.65%               $142,190     4.75%             $105,407     4.71%
                                                ========      ====                ========     ====              ========     ====
Other Balances
---------------------------------
Cash and due from banks          $   671,394                         $   547,088                      $  427,361
Other assets                         708,005                             677,551                         548,941
Total assets                      14,359,739                          13,166,040                       9,787,972
Total deposits                    12,970,854                          11,885,164                       8,840,491
Demand deposits (noninterest-
   bearing)                        2,770,282                           2,565,083                       2,027,679
Other liabilities                    248,999                             207,939                         189,745
Stockholders' equity                 840,067                             732,974                         602,139
Allowance for loan losses             82,832                              75,471                          59,595

<FN>
Notes-    Weighted  average yields on tax-exempt  obligations have been computed
          on a tax-equivalent basis assuming a federal tax rate of 35%.
     -    Non-accrual loans have been included in the average loan balance
     -    Investment securities include investments available for sale.
     -    Consumer loans include mortgage loans held for sale.
</FN>


                                                                 12
</TABLE>


<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

Noninterest Income
------------------

Noninterest  income  totaled  $69.6  million for the third  quarter of 2002,  an
increase  of $17.8  million  or 34% from $51.8  million in the third  quarter of
2001.  Noninterest  income for the first nine months of 2002 increased to $187.3
million from $143.3 million in the first nine months of 2001, a 31% increase The
growth in non-interest income for the third quarter and the first nine months of
2002 is more fully depicted below:

<TABLE>
<CAPTION>
                                                    Three Months Ended                   Nine Months Ended
                                            ----------------------------------  -----------------------------------
                                             9/30/02     9/30/01    % Increase   9/30/02     9/30/01     % Increase
                                            ----------------------------------  -----------------------------------
                                                 (Dollars in thousands)               (Dollars in thousands)
<S>                                           <C>         <C>              <C>    <C>           <C>             <C>
Deposit charges & service fees                $33,802     $25,871          31%    $94,394       $72,901         29%
Other operating income:
   Insurance                                   14,447      12,769          13      42,076        37,528         12
   Capital markets                             12,077       6,127          97      26,605        16,580         60
   Loan brokerage fees                          4,328       3,472          25      12,471         6,334         97
   Other                                        4,978       3,535          41      11,705         9,920         18
                                            ---------   ---------    --------   ---------    ----------  ---------
     Total other                               35,830      25,903          38      92,857        70,362         32
                                            ---------   ---------    --------   ---------    ----------  ---------
Total non-interest income                     $69,632     $51,774          34%   $187,251      $143,263         31%
                                            =========   =========    ========   =========    ==========  =========
</TABLE>

Noninterest Expense
-------------------

For the third quarter of 2002,  noninterest  expense totaled $154.8 million,  an
increase of $45.2 million or 41% over the same period in 2001.  Contributing  to
this  increase was new branch  activity  over the past twelve  months,  with the
number of branches increasing from 167 at September 30, 2001 to 203 at September
30, 2002. With the addition of these new offices, staff, facilities, and related
expenses rose accordingly.  Other  noninterest  expenses rose $10.0 million over
the third quarter of 2001.  This increase  resulted  primarily  from higher bank
card-related  service charges,  increased  business  development  expenses,  and
increased provisions for non-credit-related losses.

For the first nine months of 2002,  noninterest  expense totaled $418.3 million,
an  increase  of $120.4  million or 40% over  $297.9  million for the first nine
months of 2001.  Contributing  to this  increase  was the growth in  branches as
noted above.  Other  noninterest  expense rose $29.6 million over the first nine
months of 2001. This increase  resulted  primarily from higher bank card-related
service  charges,   increased  business  development  expenses,   and  increased
provisions for non-credit-related losses.

The Company's operating efficiency ratio (noninterest expenses,  less other real
estate expense, divided by net interest income plus noninterest income excluding
non-recurring gains) was 69.50% for the first nine months of 2002 as compared to
69.61% for the same 2001 period.  The Company's  efficiency  ratio remains above
its peer group primarily due to its aggressive growth expansion activities.

Loan and Asset Quality
----------------------

Total  non-performing  assets  (non-performing  loans  and  other  real  estate,
excluding  loans  past  due 90 days or more  and  still  accruing  interest)  at
September  30, 2002 were $17.6  million,  or 0.11% of total  assets  compared to
$18.4 million or 0.16% of total assets at December 31, 2001 and $20.8 million or
0.20% of total assets at September 30, 2001.

Total non-performing loans (non-accrual loans and restructured loans,  excluding
loans past due 90 days or more and still  accruing  interest) at  September  30,
2002 were $15.3  million or 0.28% of total loans  compared  to $16.8  million or
0.37% of total  loans at December  31, 2001 and $19.1  million or 0.44% of total
loans at September 30, 2001.  At September  30, 2002,  loans past due 90 days or
more and still  accruing  interest  amounted to $900  thousand  compared to $519
thousand  at  December  31,  2001 and  $964  thousand  at  September  30,  2001.
Additional loans considered as potential problem loans by the Company's internal
loan review department ($29.1 million at September 30, 2002) have been evaluated
as to risk  exposure  in  determining  the  adequacy of the  allowance  for loan
losses.

                                       13

<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

Other real estate (ORE) at September  30, 2002 totaled $2.4 million  compared to
$1.5 million at December 31, 2001 and $1.7 million at September 30, 2001.  These
properties  have  been  written  down to the  lower of cost or fair  value  less
disposition costs.

Following  "Forward  Looking  Statements"  are  tabular   presentations  showing
detailed information about the Company's  non-performing loans and assets and an
analysis of the  Company's  allowance for loan losses and other related data for
September 30, 2002 and the preceding four quarters.

Forward-Looking Statements
--------------------------

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

These  forward-looking   statements  include  statements  with  respect  to  the
Company's  beliefs,  plans,  objectives,  goals,  expectations,   anticipations,
estimates  and   intentions,   that  are  subject  to   significant   risks  and
uncertainties  and are subject to change based on various factors (some of which
are beyond the Company's control). The words "may", "could", "should",  "would",
believe",  "anticipate",  "estimate",  "expect",  "intend",  "plan" and  similar
expressions are intended to identify forward-looking  statements.  The following
factors, among others, could cause the Company's financial performance to differ
materially from that expressed in such forward-looking  statements: the strength
of the United States economy in general and the strength of the local  economies
in which the Company conducts operations; the effects of, and changes in, trade,
monetary and fiscal policies,  including  interest rate policies of the Board of
Governors of the Federal Reserve System (the "FRB"); inflation;  interest rates,
market and monetary  fluctuations;  the timely  development of  competitive  new
products and  services by the Company and the  acceptance  of such  products and
services by customers;  the willingness of customers to substitute  competitors'
products and services  for the  Company's  products and services and vice versa;
the impact of changes in financial  services'  laws and  regulations  (including
laws  concerning  taxes,  banking,  securities  and  insurance);   technological
changes; future acquisitions;  the expense savings and revenue enhancements from
acquisitions  being less than  expected;  the growth  and  profitability  of the
Company's  noninterest  or fee income  being less than  expected;  unanticipated
regulatory  or judicial  proceedings;  changes in consumer  spending  and saving
habits;  and the success of the Company at  managing  the risks  involved in the
foregoing.

The  Company  cautions  that the  foregoing  list of  important  factors  is not
exclusive.  The  Company  does  not  undertake  to  update  any  forward-looking
statement,  whether written or oral, that may be made from time to time by or on
behalf of the Company.

                                       14

<PAGE>

                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

The following summary presents  information  regarding  non-performing loans and
assets as of September 30, 2002 and the preceding four quarters  (dollar amounts
in thousands).

<TABLE>
<CAPTION>
                                            September 30,     June 30,      March 31,    December 31,  September 30,
                                                 2002           2002          2002           2001           2001
                                           ---------------------------------------------------------------------------
<S>                                              <C>             <C>           <C>            <C>            <C>
Non-accrual loans:
   Commercial                                    $ 7,213         $ 7,581       $ 9,473        $ 6,835        $ 9,196
   Consumer                                        2,147           1,557         1,537          1,484          1,382
   Real estate:
     Construction                                    131             181           181          1,590          1,590
     Mortgage                                      5,754           5,778         5,695          6,924          6,944
                                           -------------------------------------------------------------------------
         Total non-accrual loans                  15,245          15,097        16,886         16,833         19,112
                                           -------------------------------------------------------------------------

Restructured loans:
   Commercial                                          6               6             7              8              9
   Consumer
   Real estate:
     Construction
     Mortgage
                                           -------------------------------------------------------------------------
         Total restructured loans                      6               6             7              8              9
                                           -------------------------------------------------------------------------

Total non-performing loans                        15,251          15,103        16,893         16,841         19,121
                                           -------------------------------------------------------------------------

Other real estate                                  2,367           2,471         2,602          1,549          1,671
                                           -------------------------------------------------------------------------

Total non-performing assets                       17,618          17,574        19,495         18,390         20,792
                                           -------------------------------------------------------------------------

Loans past due 90 days or more
   and still accruing                                900             834           484            519            964
                                           -------------------------------------------------------------------------

Total non-performing assets and
   loans past due 90 days or more                $18,518         $18,408       $19,979        $18,909        $21,756
                                           =========================================================================

Total non-performing loans as a
   percentage of total period-end loans            0.28%           0.29%         0.34%          0.37%          0.44%

Total non-performing assets as a
   percentage of total period-end assets           0.11%           0.13%         0.16%          0.16%          0.20%

Total non-performing assets and loans
   past due 90 days or more as a
   percentage of total period-end assets           0.12%           0.13%         0.16%          0.17%          0.21%

Allowance for loan losses as a percentage
   of total non-performing loans                    560%            530%          428%           398%           321%

Allowance for loan losses as a percentage
   of total period-end loans                       1.54%           1.52%         1.47%          1.46%          1.42%

Total non-performing assets and loans
   past due 90 days or more as a
   percentage of stockholders' equity and
   allowance for loan losses                          2%              2%            3%             3%             3%
</TABLE>


                                       15

<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

The following  table  presents,  for the periods  indicated,  an analysis of the
allowance for loan losses and other related data: (dollar amounts in thousands)

<TABLE>
<CAPTION>
                                                                                                            Year
                                               Three Months Ended             Nine Months Ended             Ended
                                            09/30/02        09/30/01       09/30/02       09/30/01        12/31/01
                                          ------------    -----------    ------------   ------------    ------------
<S>                                           <C>            <C>             <C>            <C>             <C>
Balance at beginning of period                $80,098        $57,548         $66,981        $48,680         $48,680
Provisions charged to operating expenses        8,000          6,335          25,150         18,926          26,384
                                          -----------     ----------     -----------    -----------     -----------
                                               88,098         63,883          92,131         67,606          75,064

Recoveries on loans charged-off:
   Commercial                                      52             20             457            179             552
   Consumer                                        61             85             281            221             288
   Commercial real estate                          22            102              23            116             134
                                          -----------     ----------     -----------    -----------     -----------
Total recoveries                                  135            207             761            516             974

Loans charged-off:
   Commercial                                  (1,926)        (2,016)         (4,987)        (4,350)         (5,862)
   Consumer                                      (828)          (680)         (2,393)        (1,975)         (2,784)
   Commercial real estate                           -             (8)            (33)          (411)           (411)
                                          -----------     ----------     -----------    -----------     -----------
Total charge-offs                              (2,754)        (2,704)         (7,413)        (6,736)         (9,057)
                                          -----------     ----------     -----------    -----------     -----------
Net charge-offs                                (2,619)        (2,497)         (6,652)        (6,220)         (8,083)
                                          -----------     ----------     -----------    -----------     -----------

Balance at end of period                      $85,479        $61,386         $85,479        $61,386         $66,981
                                          ===========     ==========     ===========    ===========     ===========

Net charge-offs as a percentage of
average loans outstanding                        0.19%          0.23%           0.17%          0.21%           0.19%

Net reserve additions                         $ 5,381        $ 3,838         $18,498        $12,706         $18,301
</TABLE>

Item 3:   Quantitative and Qualitative Disclosures About Market Risk
          ----------------------------------------------------------

See Item 2 -  Management's  Discussion  and Analysis of Financial  Condition and
Results of Operation, Interest Rate Sensitivity and Liquidity.

                                       16

<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

Item 4.  Controls and Procedures
         -----------------------

Quarterly Evaluation of the Company's Disclosure Controls and Internal Controls.
Within the 90 days prior to the date of this Quarterly  Report on Form 10-Q, the
Company  evaluated  the  effectiveness  of  the  design  and  operation  of  its
"disclosure controls and procedures"  ("Disclosure  Controls").  This evaluation
(the  "Controls  Evaluation")  was  done  under  the  supervision  and  with the
participation of management,  including the Chief Executive  Officer ("CEO") and
Chief Financial Officer ("CFO").

Limitations  on  the  Effectiveness  of  Controls.   The  Company's  management,
including the CEO and CFO, does not expect that our Disclosure  Controls and its
"internal controls and procedures for financial reporting" ("Internal Controls")
will  prevent  all error and all  fraud.  A control  system,  no matter how well
conceived and operated,  can provide only  reasonable,  not absolute,  assurance
that the  objectives  of the control  system are met.  Further,  the design of a
control  system must reflect the fact that there are resource  constraints,  and
the benefits of controls must be considered relative to their costs.  Because of
the inherent  limitations in all control systems,  no evaluation of controls can
provide  absolute  assurance that all control issues and instances of fraud,  if
any, within the Company have been detected.  These inherent  limitations include
the  realities  that  judgments  in  decision-making  can be  faulty,  and  that
breakdowns can occur because of simple error or mistake. Additionally,  controls
can be circumvented by the individual acts of some persons,  by collusion of two
or more people,  or by  management  override of the  control.  The design of any
system of  controls  also is based in part upon  certain  assumptions  about the
likelihood of future events,  and there can be no assurance that any design will
succeed in achieving  its stated goals under all  potential  future  conditions;
over time,  controls may become inadequate because of changes in conditions,  or
the degree of  compliance  with the  policies  or  procedures  may  deteriorate.
Because  of  the  inherent  limitations  in  a  cost-effective  control  system,
misstatements due to error or fraud may occur and not be detected.

Conclusions.  Based upon the Controls Evaluation, the CEO and CFO have concluded
that,  subject to the  limitations  noted  above,  our  Disclosure  Controls are
effective to timely alert  management  to material  information  relating to the
Company during the period when its periodic reports are being prepared.

In accord with SEC  requirements,  the CEO and CFO note that,  since the date of
the Controls Evaluation to the date of this Quarterly Report, there have been no
significant  changes  in  Internal  Controls  or in  other  factors  that  could
significantly  affect Internal  Controls,  including any corrective actions with
regard to significant deficiencies and material weaknesses.


                                       17

<PAGE>

                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K
         --------------------------------

Exhibits
--------

Exhibit 99.1    -   906 Certification

Reports on Form 8-K
-------------------

No reports on Form 8-K were filed during the third quarter  ended  September 30,
2002.


                                       18
<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

CERTIFICATION

I, Vernon W. Hill, II, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Commerce Bancorp, Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

     c)  presented  in  this  quarterly   report  our   conclusions   about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

     a) all  significant  deficiencies  in the design or  operation  of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officer  and I have  indicated  in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 14, 2002

                                 /s/ Vernon W. Hill, II
                                 ---------------------------------
                                 Vernon W. Hill, II
                                 Chairman, President and Chief Executive Officer
                                 (principal executive officer)

                                       19

<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

CERTIFICATION

I, Douglas J. Pauls, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Commerce Bancorp, Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

     c)  presented  in  this  quarterly   report  our   conclusions   about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

     a) all  significant  deficiencies  in the design or  operation  of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officer  and I have  indicated  in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.



Date: November 14, 2002

                                 /s/ Douglas J. Pauls
                                 -----------------------------------------------
                                 Douglas J. Pauls
                                 Senior Vice President and Chief Financial
                                 Officer  (principal financial officer)

                                       20


<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

                                   SIGNATURES
                                   ----------

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                               COMMERCE BANCORP, INC.
                                   ---------------------------------------------
                                                    (Registrant)










  November 14, 2002                             /s/ DOUGLAS J. PAULS
-----------------------            ---------------------------------------------
       (Date)                                     DOUGLAS J. PAULS
                                             SENIOR VICE PRESIDENT AND
                                               CHIEF FINANCIAL OFFICER
                                    (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)

                                       21