CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         This  certification  is  intended  to  accompany  the Annual  Report of
Commerce  Bancorp,  Inc.  (the  "Company")  on Form  10-K for the  period  ended
December 31, 2002, as filed with the Securities  and Exchange  Commission on the
date hereof (the  "Report"),  and is given solely for the purpose of  satisfying
the  requirements of 18 U.S.C.  Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002. The undersigned,  in my capacity as set forth
below, hereby certifies that:

1.          The Report fully complies with the requirements of section 13(a) or
            15(d) of the Securities Exchange Act of 1934; and

2.          The information contained in the Report fairly presents, in all
            material respects, the financial condition and results of operations
            of the Company.

       /s/ Douglas J. Pauls                  Date:  March 28, 2003
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       Chief Financial Officer