CBH

Exhibit 3.1
RESTATED
CERTIFICATE OF INCORPORATION
OF
COMMERCE BANCORP, INC.

TO: The Secretary of State
State of New Jersey

Commerce Bancorp, Inc., a corporation of the State of New Jersey since
December 9, 1982, hereby restates its Certificate of Incorporation pursuant to
the provisions of Title 14A, Corporations, General, of the New Jersey Statutes,
Chapter 9, Section 5.

FIRST: The name of the corporation is Commerce Bancorp, Inc.

SECOND: The address of the corporation's current registered office is
Commerce Plaza, 336 Route 70, Marlton, New Jersey 08053, and the name
of the corporation's current registered agent as such address is C.
Edward Jordan, Jr.

THIRD: The purpose or purposes for which the corporation is organized are:

To engage in and do any lawful act concerning any or all lawful
business for which corporations may be incorporated under the New
Jersey Business Corporation Act.

FOURTH: The term for which the corporation is to exist is perpetual.

FIFTH: The aggregate number of shares which the corporation shall have
authority to issue shall be 5,000,000 shares of which 2,500,000 shares
shall be common stock with a par value of $1.5625 per share and of
which 2,500,000 shares shall be preferred stock without par value. The
shares of preferred stock may be divided into and issued from time to
time in one or more series as may be designated by the board of
directors of the corporation, each such series to be distinctly titled
and to consist of the number of shares designated by the board of
directors. All shares of any one series of preferred stock as
designated by the board of directors shall be alike in every
particular, except that shares of any one series issued at different
times may differ as to the dates from which dividends thereon (if any)
shall accrue or be cumulative (or both). The designations,
preferences, qualifications, limitations, restrictions and special or
relative rights (if any) of any series of preferred stock may differ
from those of any and all other series at any time outstanding. The
board of directors of the corporation is hereby expressly vested with
authority upon issuance of preferred stock authorized hereby which is
convertible into any class or series of shares of the corporation to
increase the authorized shares of any class or series to such number
as will not be more than sufficient, when added to the previously
authorized but unissued shares of such class or series, to satisfy the
conversion privileges of the convertible shares issued. The board of
directors of the corporation is hereby expressly vested with authority
to fix by resolution the designations, preferences, qualifications,
limitations, restrictions and

special or relative rights (if any) of the preferred stock and each
series thereof which may be designated by the board of directors,
including, but without limiting the generality of the foregoing, the
following:

(a) The voting rights and powers (if any) of the preferred stock and each
series thereof;

(b) The rates and times at which, and the terms and conditions on which,
dividends (if any) on preferred stock, and each series thereof, will be paid,
and any dividend preferences or rights of cumulation;

(c) The rights (if any) of holders of preferred stock, and each such series
thereof, to convert the same into, or exchange the same for, shares of other
classes (or series of classes) of capital stock of the corporation and the terms
and conditions for such conversion or exchange, including, provisions for
adjustment of conversion or exchange prices or rates in such events as the board
of directors shall determine;

(d) The redemption rights (if any) of the corporation and of the holders of
preferred stock and each series thereof, and the times at which, and the terms
and conditions on which preferred stock and each series thereof may be redeemed;
and

(e) The rights and preferences (if any) of the holders of preferred stock
and each series thereof, upon the voluntary or involuntary dissolution,
liquidation or winding up of the corporation.

SIXTH: The number of Directors constituting the current board of directors
is eight and the names and addresses of the directors are:

Name Business Address
---- -----------------
Robert C. Beck Beck & D'Elia
10 Grove Street
Cherry Hill, New Jersey 08034

Vernon W. Hill, II Site Development, Inc.
386 Route 70
Marlton, New Jersey 08053

C. Edward Jordan, Jr. Commerce Bank, N.A.
336 Route 70
Marlton, New Jersey 08053

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Morton N. Kerr Markeim-Chalmers, Inc.
540 Cooper Street
Camden, New Jersey 08102

Irwin L. Levy Larwin Construction Company, Inc.
3 Larwin Road
Cherry Hill, New Jersey 08034

Daniel J. Ragone Daniel J. Ragone & Company
566 Haddon Avenue
Collingswood, New Jersey 08108

Joseph T. Tarquini, Jr. The Tarquini Organization
1812 Federal Street
Camden, New Jersey 08105

Clarence K. Wheeler Wheeler Restaurants, Inc.
386 Route 70
Marlton, New Jersey 08053

SEVENTH: Except as otherwise expressly provided in this Article Seventh:

(i) any merger or consolidation of the corporation with or into any other
corporation; or

(ii) any sale, lease, exchange or other disposition of all or substantially
all of the assets of the corporation to or with any other corporation, person or
other entity, shall require the affirmative vote of the holders of at least
eighty percent (80%) of the outstanding shares of capital stock of the
corporation issued and outstanding and entitled to vote.

The provisions of this Article Seventh shall not apply to any
transaction described in clauses (i) or (ii) of this Article, which has been
approved by resolution adopted by the Board of Directors of the corporation at
any time prior to the consummation thereof.

This Article Seventh may not be amended or rescinded except by the
affirmative vote of the holders of at least eighty percent (80%) of the
outstanding shares of capital stock of the corporation issued and outstanding
and entitled to vote, at any regular or special meeting of the stockholders if
notice of the proposed alteration or amendment be contained in the notice of the
meeting.

EIGHTH: On all matters submitted to a vote at a meeting of
shareholders, including the election of directors, each share of common stock
shall be entitled to one vote on each matter submitted.

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IN WITNESS WHEREOF, Commerce Bancorp, Inc. has caused these presents to
be executed by its Executive Vice President on this 1st day of October, 1984.

COMMERCE BANCORP, INC.

By: /s/ C. Edward Jordan, Jr.
----------------------------

C. Edward Jordan, Jr.

Executive Vice President

-4-

CERTIFICATE OF AMENDMENT
TO THE RESTATED CERTIFICATE OF INCORPORATION OF
COMMERCE BANCORP, INC.


Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(3)
of the New Jersey Statutes, as amended, relating to the amendment of the
certificate of incorporation, Commerce Bancorp, Inc. executes the following
Certificate of Amendment to its Restated Certificate of Incorporation:

1. The name of the corporation is Commerce Bancorp, Inc.

2. The following amendment to the Restated Certificate of Incorporation
was approved by the directors and thereafter duly adopted by the shareholders of
the corporation on May 5, 1987:

RESOLVED, that the first sentence of Article FIFTH of the
Restated Certificate of Incorporation is hereby amended to
read as follows:

"FIFTH: The aggregate number of shares which
the corporation shall have authority to issue shall be
12,500,000 shares of which 10,000,000 shares shall be common
stock with a par value of $1.5625 per share and of which
2,500,000 shares shall be preferred stock without par value."

3. 2,175,415 shares of Commerce Bancorp, Inc.'s common stock, par value
$1.5625 per share, ("Common Stock") were entitled to vote on this amendment. The
number of shares of Common Stock that voted for and against this amendment and
the number of shares that abstained are as follows:

1,427,966 FOR
-------------

21,445 AGAINST
-------------

1,582 ABSTAIN
-------------

4. The following amendment to the Restated Certificate of Incorporation
was approved by the directors and thereafter duly adopted by the shareholders of
the corporation on May 5, 1987:

RESOLVED, that the Restated Certificate of Incorporation is
hereby amended by adding an Article NINTH thereto to read as
follows:

"NINTH: An officer or director of the
corporation shall not be personally liable to the corporation
or to the stockholders of the corporation for damages for
breach of any duty owed to the corporation or to the
stockholders of the corporation, except that this Article
NINTH shall not relieve an officer or director of the
corporation from personal liability to the corporation and to
the stockholders of the corporation for damages for any breach
of duty based upon an act or omission:

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(a) in breach of such officer's or director's duty of loyalty to
the corporation or to the stockholders of the corporation,
or

(b) not in good faith or involving a knowing violation of law,
or

(c) resulting in the receipt by such officer or director of an
improper personal benefit.

Any repeal or modification of the foregoing Article NINTH by
the stockholders of the corporation shall not adversely affect
any right or protection of a director or officer of the
corporation existing at the time of such repeal or
modification."

5. 2,175,415 shares of Commerce Bancorp, Inc.'s Common Stock were
entitled to vote on this amendment. The number of shares of Common Stock that
voted for and against this amendment and the number of shares that abstained are
as follows:

1,414,387 FOR
---------

25,271 AGAINST
---------

11,335 ABSTAIN
---------

IN WITNESS WHEREOF, Commerce Bancorp, Inc. has caused this Certificate
of Amendment to its Restated Certificate of Incorporation to be signed by its
Executive Vice President this 9th day of June 1987.

COMMERCE BANCORP, INC.

By: /s/ C. Edward Jordan, Jr.
-------------------------
C. Edward Jordan, Jr.,
Executive Vice President

-6-


CERTIFICATE OF AMENDMENT
TO THE RESTATED CERTIFICATE OF INCORPORATION OF
COMMERCE BANCORP, INC.


Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(3)
of the New Jersey Statutes, as amended, relating to the amendment of the
certificate of incorporation, Commerce Bancorp, Inc. executes the following
Certificate of Amendment to its Restated Certificate of Incorporation:

1. The name of the corporation is Commerce Bancorp, Inc.

2. The following amendment to the Restated Certificate of Incorporation
was approved by the directors and thereafter duly adopted by the shareholders of
the corporation on May 18, 1993:

RESOLVED, that the first sentence of Article FIFTH of
the Restated Certificate of Incorporation is hereby amended to
read as follows:

"FIFTH: The aggregate number of shares which
the corporation shall have authority to issue shall be
25,000,000 shares of which 20,000,000 shares shall be common
stock with a par value of $1.5625 per share and of which
5,000,000 shares shall be preferred stock without par value."

3. 6,469,779 shares of Commerce Bancorp, Inc.'s Common Stock, par value
$1.5625 per share ("Common Stock") and 417,000 shares of Commerce Bancorp,
Inc.'s Series C ESOP Cumulative Convertible Preferred Stock, no par value per
share ("Series C ESOP Preferred Stock") were entitled to vote on this amendment
together and not as a separate class. The aggregate number of shares of Common
Stock and Series C ESOP Preferred Stock that voted for and against the amendment
and the aggregate number of shares that abstained are as follows:

3,252,659 FOR
---------

485,394 AGAINST
---------

24,220 ABSTAIN
---------

IN WITNESS WHEREOF, Commerce Bancorp, Inc. has caused this Certificate
of Amendment to its Restated Certificate of Incorporation to be signed by its
Executive Vice President this 19th day of May, 1993.

COMMERCE BANCORP, INC.

By: /s/ C. Edward Jordan, Jr.
-------------------------
C. Edward Jordan, Jr.,
Executive Vice President

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CERTIFICATE OF AMENDMENT
TO THE RESTATED CERTIFICATE OF INCORPORATION OF
COMMERCE BANCORP, INC.


Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(3)
of the New Jersey Statutes, as amended, relating to the amendment of the
certificate of incorporation, Commerce Bancorp, Inc. executes the following
Certificate of Amendment to its Restated Certificate of Incorporation:

1. The name of the corporation is Commerce Bancorp, Inc.

2. The following amendment to the Restated Certificate of Incorporation
was approved by the directors and thereafter duly adopted by the shareholders of
the corporation on June 17, 1997:

RESOLVED, that the first sentence of Article FIFTH of
the Restated Certificate of Incorporation is hereby amended to
read as follows:

"FIFTH: The aggregate number of shares which
the corporation shall have authority to issue shall be
60,000,000 shares of which 50,000,000 shares shall be common
stock with a par value of $1.5625 per share and of which
10,000,000 shares shall be preferred stock without par value."

3. 15,684,015 shares of Commerce Bancorp, Inc.'s Common Stock, par
value $1.5625 per share ("Common Stock") and 417,000 shares of Commerce Bancorp,
Inc.'s Series C ESOP Cumulative Convertible Preferred Stock, no par value per
share ("Series C ESOP Preferred Stock") were entitled to vote on this amendment
together and not as a separate class. The aggregate number of shares of Common
Stock and Series C ESOP Preferred Stock that voted for and against this
amendment and the aggregate number of shares that abstained are as follows:

8,948,995 FOR
---------

2,685,048 AGAINST
---------

98,970 ABSTAIN
---------

IN WITNESS WHEREOF, Commerce Bancorp, Inc. has caused this Certificate
of Amendment to its Restated Certificate of Incorporation to be signed by its
Executive Vice President this 18th day of June, 1997.

COMMERCE BANCORP, INC.

By: /s/ C. Edward Jordan, Jr.
-------------------------
C. Edward Jordan, Jr.,
Executive Vice President

-8-


CERTIFICATE OF AMENDMENT
TO THE RESTATED CERTIFICATE OF INCORPORATION OF
COMMERCE BANCORP, INC.


Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-2(3)
of the New Jersey Statutes, as amended, relating to the amendment of the
certificate of incorporation, Commerce Bancorp, Inc. executes the following
Certificate of Amendment to its Restated Certificate of Incorporation:

1. The name of the corporation is Commerce Bancorp, Inc.

2. The following amendment to the Restated Certificate of Incorporation
was approved by the directors and thereafter duly adopted by the shareholders of
the corporation on May 15, 2001:

RESOLVED, that the first sentence of Article FIFTH of
the Restated Certificate of Incorporation is hereby amended to
read as follows:

"FIFTH: The aggregate number of shares which
the corporation shall have authority to issue shall be
160,000,000 shares of which 150,000,000 shares shall be common
stock with a par value of $1.5625 per share and of which
10,000,000 shares shall be preferred stock without par value."

3. 32,044,924 shares of Commerce Bancorp, Inc.'s Common Stock, par
value $1.5625 per share ("Common Stock") were outstanding and entitled to vote
on this amendment. The aggregate number of shares of Common Stock that voted for
and against the amendment and the aggregate number of shares that abstained are
as follows:

21,537,002 FOR
---------

6,842,651 AGAINST
---------

121,374 ABSTAIN
---------

IN WITNESS WHEREOF, Commerce Bancorp, Inc. has caused this Certificate
of Amendment to its Restated Certificate of Incorporation to be signed by its
President this 16th day of May, 2001.

COMMERCE BANCORP, INC.

By: /s/Vernon W. Hill, II
---------------------
Vernon W. Hill, II,
President


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CERTIFICATE OF AMENDMENT
TO THE RESTATED CERTIFICATE OF INCORPORATION OF
COMMERCE BANCORP, INC.


Pursuant to the provisions of Section 14A:7-15.1(3), Section 14A:9-2(2)
and Section 14A:9-4(2) of the New Jersey Statutes, as amended, relating to the
amendment of the certificate of incorporation, Commerce Bancorp, Inc. executes
the following Certificate of Amendment to its Restated Certificate of
Incorporation:

1. The name of the corporation is Commerce Bancorp, Inc.

2. The following amendment to the Restated Certificate of Incorporation
was approved by the directors of the corporation on November 20, 2001:

RESOLVED, that the first sentence of Article FIFTH of
the Restated Certificate of Incorporation is hereby amended to
read as follows:

"FIFTH: The aggregate number of shares which
the corporation shall have authority to issue shall be
160,000,000 shares of which 150,000,000 shares shall be common
stock with a par value of $1.00 per share and of which
10,000,000 shares shall be preferred stock without par value."

3. That the amendment to the certificate of incorporation will not
adversely affect the rights or preferences of the holders of outstanding shares
of any class or series and will not result in the percentage of authorized
shares that remains unissued after the share dividend, division or combination
exceeding the percentage of authorized shares that was unissued before the share
dividend, division or combination.

IN WITNESS WHEREOF, Commerce Bancorp, Inc. has caused this Certificate
of Amendment to its Restated Certificate of Incorporation to be signed by its
President this 10th day of December, 2001.

COMMERCE BANCORP, INC.

By: /s/Vernon W. Hill, II
---------------------
Vernon W. Hill, II,
President