X0202 4 2004-07-26 0 0000715096 COMMERCE BANCORP INC /NJ/ CBH 0001107010 DIFLORIO DENNIS M COMMERCE BANCORP INC 1701 ROUTE 70 EAST CHERRY HILL NJ 08034 0 1 0 0 Executive Vice President Common Stock 2004-07-26 4 M 0 63812 6.89 A 0 D Common Stock 2004-07-26 4 M 0 75964 9.57 A 0 D Common Stock 2004-07-26 4 F 0 23574 49.49 D 313384 D Common Stock 25638 I Wife Common Stock 1398 D Common Stock 2373 D Common Stock 17473 I ESOP Allocation Right to Buy 6.89 2004-07-26 4 M 0 63812 0 D 1997-01-02 2006-01-02 Common Stock 63812 0 D Right to Buy 9.57 2004-07-26 4 M 0 75964 0 D 1997-12-18 2006-12-18 Common Stock 75964 0 D Right to Buy 16.10 1998-12-16 2007-12-16 Common Stock 72340 72340 D Right to Buy 21.85 1999-12-15 2008-12-15 Common Stock 55120 55120 D Right to Buy 19.28 2000-12-21 2009-12-21 Common Stock 104998 104998 D Right to Buy 30.60 2002-01-31 2011-01-31 Common Stock 100000 100000 D Right to Buy 40.12 2003-02-04 2012-02-04 Common Stock 75000 75000 D 5.95% Conv Trust Pref Sec of Commerce Cap Trust II 2032-03-11 Common Stock 1895 2000 D Right to Buy 42.80 2004-02-18 2013-02-18 Common Stock 18750 18750 D Right to Buy 42.80 2005-02-18 2013-02-18 Common Stock 18750 18750 D Right to Buy 42.80 2006-02-18 2013-02-18 Common Stock 18750 18750 D Right to Buy 42.80 2007-02-18 2013-02-18 Common Stock 18750 18750 D Right to Buy 58.90 2005-02-03 2014-02-03 Common Stock 18750 18750 D Right to Buy 58.90 2006-02-03 2014-02-03 Common Stock 18750 18750 D Right to Buy 58.90 2007-02-03 2014-02-03 Common Stock 18750 18750 D Right to Buy 58.90 2008-02-03 2014-02-03 Common Stock 18750 18750 D Granted under the Company's 1994 and 1997 Employee Stock Option Plans, which are 16b-3 plans. Each 5.95% Convertible Trust Preferred Security is convertible at any time on or after the occurrence of certain events described below and prior to 5:00 p.m., New York City time, on the business day immediately preceding the date of repayment of such preferred security, whether at stated maturity (i.e. March 11, 2032) or upon redemption, at the option of the holder thereof, into shares of Commerce Bancorp, Inc.'s common stock at an initial conversion ratio of 0.9478 shares of Commerce Bancorp, Inc. common stock for each preferred security, subject to adjustment under certain circumstances. Dennis M. DiFlorio 2004-07-26