EXHIBIT 3.2


                             COMMERCE BANCORP, INC.

                                     BYLAWS

ARTICLE I.        NAME AND SEAL.

     Section 101. Name. The name of the Corporation is COMMERCE BANCORP, INC.

     Section 102. State of Incorporation. The Corporation has been incorporated
under the laws of the State of New Jersey.

     Section 103. Seal. The corporate seal of the Corporation shall have
inscribed thereon the name of the Corporation, the year of its organization, the
words "Corporate Seal", and the name of the State of Incorporation. The seal may
be used by any person authorized by the Board of Directors of the Corporation or
by these Bylaws by causing the seal or a facsimile thereof to be impressed or
affixed, or in any manner reproduced.

ARTICLE II.       REGISTERED AND PRINCIPAL OFFICES.

     Section 201. Registered Office. The registered office of the Corporation in
the State of Incorporation shall be at Commerce Plaza, 336 Route 70, Marlton,
New Jersey 08053.

     Section 202. Offices. The principal office of the Corporation and any other
offices of the Corporation shall located at such places, within and without the
State of Incorporation, as the Board of Directors may from time to time
determine or as the business of the Corporation may require, and as may be
permitted by law.

ARTICLE III.      MEETINGS OF SHAREHOLDERS.

     Section 301. Place of Meetings. All meetings of the shareholders shall be
held at such place or places, within or without the State of Incorporation, as
shall be determined by the Board of Directors from time to time.

     Section 302. Annual Meetings. The regular annual meeting of the
shareholders shall be held on the second Tuesday of April of each year at which
time they shall elect Directors and transact such other business as may properly
be brought before the meeting. Any business which is a proper subject for
shareholder action may be transacted at the annual meeting, irrespective of
whether the notice of said meeting contains any reference thereto, except as
otherwise provided by applicable statute or regulation.

     Section 303. Special Meetings. Special meetings of the shareholders may be
called at any time by the President, or the Board of Directors or by the
shareholders entitled to cast at least one-third of the votes which all
shareholders are entitled to cast at the particular meeting. At any time, upon
such written request for a special meeting, it shall be the duty of the
Secretary to fix a date for the meeting, to be held not more than sixty (60)
days after receipt of the request, and to give due notice thereof. If the
Secretary shall neglect or refuse to fix the date and give notice, the person or
persons making the request may do so.

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     Section 304. Notice of Meetings. Written notice of every annual and special
meeting of shareholders, stating the time, place and purpose thereof, shall be
given as herein provided (by, or at the direction of, the person authorized to
call the meeting) to each shareholder of record entitled to vote at the meeting,
at least ten (10) days prior to the day named for the meeting, unless a greater
period of notice is required by statute in a particular case. When a meeting is
adjourned, it shall not be necessary to give any notice of the adjourned meeting
or of the business to be transacted at any adjourned meeting, other than by
announcement at the meeting at which such adjournment is taken.

     Section 305. Quorum. A majority of the outstanding shares, represented in
person or by proxy, at a shareholders' meeting duly called shall constitute a
quorum for the transaction of business except as otherwise provided by law or by
resolution of the Board of Directors prior to such meeting. If however, such
quorum shall not be present, those present thereat may adjourn the meeting to
such time and place as they may determine, but in the case of any meeting called
for the election of Directors, those who attend the second of such adjourned
meetings, although less than a quorum, shall nevertheless constitute a quorum
for the purpose of electing Directors.

     Section 306. Voting. Each shareholder shall be entitled to one (1) vote, in
person or by proxy, for each full share having voting power standing registered
in his name on the tenth (10th) day preceding the meeting of shareholders
exclusive of the day of such meeting, or on such other record date (not more
than fifty (50) days preceding the date of such meeting) as the Board of
Directors shall fix prior to such record date.

     Section 307. Vote by Ballot. Upon the demand of any shareholder made before
the voting begins, the vote for Directors and the vote upon any other question
or matter before a meeting, shall be by ballot.

     Section 308. Proxy Voting. At each meeting of the shareholders every
shareholder having the right to vote shall be entitled to vote in person or by
proxy appointed by an instrument in writing subscribed by such shareholder and
delivered to the Secretary at the meeting. No unrevoked proxy shall be valid
after eleven (11) months from the date of its execution, unless a longer time is
expressly provided therein, but in no event more than three years.

     Section 309. Unpaid Shares. No share upon which any installment is due the
corporation and unpaid shall be voted at any meeting.

     Section 310. Voting List. The officer or agent having charge of the
transfer books shall make and certify a complete list of the shareholders
entitled to vote at the meeting of shareholders, arranged in alphabetical order,
with the address of and the number of shares held by each, which list shall be
produced and kept open at the time and place of the meeting, and shall be
subject to the inspection of any shareholder during the whole time of the
meeting. The original share ledger or transfer book, or a duplicate thereof
(kept at the registered office of the Corporation) shall be prima facie evidence
as to who are the shareholders entitled to examine such list or share ledger or
transfer book, or to vote in person or by proxy, at any meeting of shareholders.

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     Section 311. Informal Action by Unanimous Consent. Unless the Board of
Directors shall otherwise expressly direct, any action which may be taken at a
meeting of the shareholders may be taken without a meeting and without notice or
a waiver of notice, if a consent in writing, setting forth the action so taken,
shall be signed by all of the shareholders who would be entitled to vote at a
meeting for such purpose and shall be filed with the Secretary of the
Corporation.

     Section 312. Informal Action by Less Than Unanimous Consent. Unless the
Board of Directors shall otherwise expressly direct, any action which may be
taken at a meeting of the shareholders or of a class of shareholders, other than
the annual election of directors, may be taken without a meeting, if a consent
or consents in writing to such action, setting forth the action so taken, shall
be (1) signed by shareholders entitled to cast such a percentage of the number
of votes which all such shareholders are entitled to cast thereon as is required
by law for the taking of action at a meeting of the shareholders or of a class
of shareholders and (2) filed with the Secretary of the Corporation. In no case,
however, shall such percentage be less than the larger of (1) two-thirds of the
total number of votes which all shareholders of the Corporation or of a class of
shareholders are entitled by the Articles to cast upon such action, or (2) the
minimum percentage of the vote required by law, if any, for the proposed
corporate action. Such action shall not become effective until after at least
ten days' written notice of such action shall have been given to each
shareholder of record entitled to vote thereon. This section shall not be
applicable to any action with respect to any plan of merger or plan of
consolidation to which Section 14A:10-3 of the New Jersey Business Corporation
Act is applicable.

ARTICLE IV.       DIRECTORS AND BOARD MEETINGS.

     Section 401. Management by Board of Directors. The business, property and
affairs of the Corporation shall be managed by its Board of Directors. The Board
of Directors may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by statute or by the Articles of Incorporation
or by these Bylaws directed or required to be exercised or done by the
shareholders.

     Section 402. Nomination for Directors. Written nominations for directors to
be elected at an annual meeting of shareholders must be submitted to the
Secretary of the Corporation not later than the close of business on the fifth
business day immediately preceding the date of the meeting. All late nominations
shall be rejected.

     Section 403. Number of Directors. The Board of Directors shall consist of
not less than five (5) nor more than twenty-five (25) directors. Within these
limits the number of Directors shall be as established by resolution of a
majority of the full Board of Directors, provided, however, that no reduction in
the number of Directors shall in any way affect the terms of Directors then in
office.

     Section 404. Qualifications of Directors. The Directors need not be
residents of the State in which this Corporation is incorporated or shareholders
in the Corporation.

     Section 405. Election of Directors. The Directors shall be elected by the
shareholders at the annual meeting of shareholders of the Corporation. Each
Director shall be elected for the term of one year, and until his successor
shall be elected and shall qualify.


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     Section 406. Vacancies. If the office of any Director shall become vacant
by reason of death, resignation, disqualification or other cause, such vacancy
or vacancies, including vacancies resulting from an increase in the number of
Directors, shall be filled by a majority of the remaining members of the Board,
though less than a quorum. Each person so elected by the Board of Directors to
fill a vacancy shall be a Director until his or her successor is elected by the
shareholders who may make such election at the next annual meeting of
shareholders, or at any earlier special meeting of the shareholders duly called
for that purpose, and until such successor shall qualify.

     Section 407. Removal of Directors. The entire Board of Directors, or any
individual director may be removed from office without assigning any cause by
the vote of shareholders entitled to cast at least a majority of the votes which
all shareholders would be entitled to cast at any annual election of such
directors. In case the Board or any one or more directors be so removed, new
directors may be elected at the same meeting. The Board of Directors, by
unanimous consent, may remove or suspend a director, pending a final
determination, for any proper cause.

     Section 408. Resignations. Any Director may resign at any time. Such
resignation shall be in writing, but the acceptance thereof shall not be
necessary to make it effective.

     Section 409. Compensation of Directors. The compensation, if any, of
Directors shall be as determined by the Board of Directors. In addition to
compensation, if any, for services as a Director, a Director may serve the
Corporation in other capacities and receive separate compensation therefor.

     Section 410. Place of Board Meetings. Regular meetings of the Board of
Directors shall be at 336 Route 70, Marlton, New Jersey 08053.

     Section 411. Regular Meetings. Regular meetings of the Board of Directors
shall be held in each year at such times as the Board of Directors may provide
from time to time, by resolution with appropriate notice to the members of the
Board of Directors.

     Section 412. Special Meetings. Unless the Board of Directors shall
otherwise direct, special meetings of the Board of Directors may be called by or
at the request of the Chairman of the Board or the President of the Corporation
on appropriate verbal or written notice to each Director, which notice shall, in
any event, be given at least twenty-four (24) hours before the time for which
the meeting is scheduled. Special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the Board of Directors. The person or persons authorized to call special
meetings of the Board of Directors may fix any place, either within or outside
the State of Incorporation, as the place for holding any special meeting of the
Board of Directors called by them. Any business may be transacted at a special
meeting.

     Section 413. Notice of Meetings. Unless otherwise required by law or these
Bylaws, neither the business to be transacted at, nor the purpose of, any
meeting of the Board of Directors need be specified in the notice or waiver of
notice of such meeting. Notwithstanding anything herein to the contrary, no
action of the Board of Directors or corporate action taken pursuant


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 thereto
shall be deemed unauthorized solely because the provisions of this Article
concerning notice of Directors' meetings have not been complied with, provided
that said Board action is taken in a meeting at which a quorum of Directors is
present, and such action is approved or subsequently ratified by a majority of
Directors then in office.

     Section 414. Quorum. A majority of the Directors in office shall be
necessary to constitute a quorum for the transaction of business, except when
otherwise provided by law; but a lesser number may adjourn any meeting, from
time to time, and the meeting may be held, as adjourned, without further notice.
The acts of a majority of the Directors present at a meeting at which a quorum
is present shall be the acts of the Board of Directors.

     Section 415. Informal Action by Board of Directors Without Meeting. Any
action which may be taken at a meeting of the Board of Directors may be taken
without a meeting and without notice or a waiver of notice, if a consent in
writing, setting forth the action so taken or the action to be taken by the
Corporation, shall be signed by all the Directors and shall be filed with the
Secretary of the Corporation.

     Section 416. Presence at Meetings. Any one or more Directors may
participate in a meeting of the Board or a committee of the Board by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and any person so
participating shall be deemed present at the meeting for all purposes.

     Section 417. Reports and Records. The reports of officers and committees
and the records of the proceedings of all committees shall be filed with the
Secretary of the Board and presented to the Board of Directors at its next
regular meeting. The Board of Directors shall keep complete records of its
proceedings in a minute book kept for that purpose. When a director shall
request it, the vote of each director upon a particular question shall be
recorded in the minutes. Section 418. Committees. The following committees shall
be established by the Board of Directors in addition to any other committee the
Board of Directors may in its discretion establish:

1.       Executive Committee

2.       Audit Committee

     Section 419. Executive Committee. The Executive Committee shall consist of
at least three members of which the majority must be directors. A majority of
the members of the Executive Committee shall constitute a quorum. Meetings of
the Committee may be called at any time by the Chairman or Secretary of the
Committee, and shall be called whenever two more members of the Committee so
request in writing. The Executive Committee shall have and exercise the
authority of the Board of Directors in the management of the business of the
Corporation between the dates of regular meetings of the Board.

     Section 420. Audit Committee. The Audit Committee shall consist of at least
three directors. Meetings of the Committee may be called at any time by the
Chairman of the



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Committee, and shall be called whenever two or more members of
the Committee so request in writing. A majority of the members of the Committee
shall constitute a quorum. The Committee shall supervise the audit of the books
and affairs of the Corporation.

     Section 421. Appointment of Committee Members. At the first meeting of the
Board of Directors after the annual meeting of shareholders, the Board of
Directors shall appoint, the members of the Executive Committee, Audit Committee
and any other Committees, to serve until the next annual meeting of
shareholders.

     Section 422. Organization and Proceedings. Each committee shall effect its
own organization by the appointment of a Chairman and such other officers as it
may deem necessary. A record of the proceedings of all committees shall be kept
and filed and presented as provided in Section 417 of these Bylaws.

ARTICLE V.        OFFICERS, AGENTS AND EMPLOYEES.

     Section 501. Executive Officers. The executive officers of the Corporation
shall be elected annually by the Board of Directors and shall be a Chairman of
the Board of Directors, a President, a Secretary and a Treasurer. One or more
Vice Presidents, and such other officers and assistant officers also may be
elected or appointed as the Board of Directors may authorize from time to time.
Any two offices, except those of President and Vice President or President and
Secretary, may be filled by the same person. In addition to the powers and
duties prescribed by these Bylaws, the officers and assistant officers shall
have such authority and shall perform such duties as from time to time shall be
prescribed by the Board. The officers and assistant officers of the Corporation
shall hold office until their successors are chosen and have qualified, unless
they are sooner removed from office provided by these Bylaws. The Board of
Directors may add to the title of any officer or assistant officer a word or
words descriptive of his powers or the general character of his duties. If the
office of any officer or assistant officer becomes vacant for any reason, the
vacancy shall be filled by the Board of Directors.

     Section 502. Agents or Employees. The Board of Directors may by resolution
designate the officer or officers who shall have authority to appoint such
agents or employees as the needs of the Corporation may require. In the absence
of such designation this function may be performed by the President and may be
delegated by him to others in whole or in part.

     Section 503. Salaries. The salaries of all officers of the Corporation
shall be fixed by the Board of Directors or by authority conferred by resolution
of the Board. The Board also may fix the salaries and other compensation of
assistant officers, agents and employees of the corporation, but in the absence
of such action this function shall be performed by the President or by others
under his supervision.

     Section 504. Removal of Officers, Agents or Employees. Any officer,
assistant officer, agent or employee of the Corporation may be removed or his
authority revoked by resolution of the Board of Directors with or without cause,
but such removal or revocation shall be without prejudice to the rights, if any,
of the person so removed, to received compensation or other benefits in
accordance with the terms of existing contracts. Any agent or employee of the


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Corporation likewise may be removed by the President or, subject to his
supervision, by the person having authority with respect to the appointment of
such agent or employee.

     Section 505. Chairman of the Board. The Chairman of the Board shall
prescribe the duties of the other officers and employees and see to the proper
performance thereof. He or she shall preside at all meetings of the Board. The
Chairman of the Board shall be responsible for having all orders and resolutions
of the Board of Directors carried into effect. As authorized by the Board of
Directors, he or she shall execute on behalf of the Corporation and may affix or
cause to be affixed a seal to all instruments requiring such execution, except
to the extent that signing and execution thereof shall have been delegated to
some other officer or agent of the Corporation by the Board of Directors or by
the Chairman of the Board. In the absence of the Chairman of the Board, the
President shall preside at meetings of the Board. In general, the Chairman of
the Board shall perform all the acts and exercise all the authorities and duties
incident to his office or as prescribed by the Board of Directors.

     Section 506. President. The President shall perform such duties as are
incident to his office or prescribed by the Board of Directors or by the
Chairman of the Board. As authorized by the Board of Directors, he or she shall
execute on behalf of the Corporation and may affix or cause to be affixed a seal
to all instruments requiring such execution, except to the extent that signing
and execution thereof shall have been expressly delegated to some other officer
or agent of the Corporation. The President may be a member of the Board of
Directors.

     Section 507. Vice Presidents. The Vice Presidents shall perform such duties
and do such acts as may be prescribed by the Board of Directors, the Chairman of
the Board, or the President. Subject to the provisions of this Section, the Vice
Presidents, in order of their seniority, shall perform the duties and have the
powers of the President in the event of his absence or disability or his refusal
to act.

     Section 508. Secretary. The Secretary shall act under the direction of the
President. Unless a designation to the contrary is made at a meeting, the
Secretary shall attend all meetings of the Board of Directors and all meetings
of the shareholders and record all of the proceedings of such meetings in a book
to be kept for that purpose, and shall perform like duties for the standing
committees when required by these Bylaws or otherwise. The Secretary shall give,
or cause to be given, notice of all meetings of the shareholders and of the
Board of Directors, and shall perform such other duties as may be prescribed by
the President or the Board of Directors. The Secretary shall keep in safe
custody the seal of the corporation, and, when authorized by the Board of
Directors, the Chairman of the Board or the President, cause it to be affixed to
any instruments requiring it.

     Section 509. Treasurer; Powers and Duties. The Treasurer shall be the chief
financial officer and shall cause full and accurate accounts of receipts and
disbursements to be kept in books belonging to the Corporation. He shall see to
the deposit of all moneys and other valuable effects in the name and to the
credit of the Corporation in such depositary or depositaries as may be
designated by the Board of Directors, subject to disbursement or disposition
upon orders signed in such manner as the Board of Directors shall prescribe. He
shall render to the President and to the directors, at the regular meetings of
the Board or whenever the President or the Board may require it, an account of
all his transactions as Treasurer and of the results of operations and


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financial
condition of the corporation. If required by the Board, the Treasurer shall give
the Corporation a bond in such sum, and with such surety or sureties as may be
satisfactory to the Board for the faithful discharge of the duties of his
office, and for the restoration to the corporation, in case of his death,
resignation, retirement or removal from office, of all books, records, money,
and other property of whatever kind in his possession or under his control
belonging to the Corporation.

     Section 510. Assistant Officers. Unless otherwise provided by the Board of
Directors, each assistant officer shall perform such duties as shall be
prescribed by the Board of Directors, the Chairman of the Board, the President
or the officer to whom he is an assistant. In the event of the absence or
disability of an officer or his refusal to act, his assistant officers shall, in
the order of their seniority, have the powers and authority of such officer.

     Section 511. Delegation of Officers' Duties. Any officer may delegate
duties to his assistant (if any) appointed by the Board; and in case of the
absence of any officer or assistant officer of the corporation, or for any other
reason that the Board of Directors may deem sufficient, the Board may delegate
or authorize the delegation of his powers or duties, for the time being, to any
person.

ARTICLE VI.       INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS.

     Section 601. The Corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative, or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed in, or not opposed to, the
best interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in, or not opposed to, the best
interests of the Corporation, and with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

     Section 602. The Corporation may indemnify any person who was or is a
party, or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
the


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best interests of the Corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his duty to the Corporation unless and only to the extent that the court of the
county in which the registered office of the Corporation is located or the court
in which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to be indemnified for
such expenses which the court shall deem proper.

     Section 603. The indemnification provided for in the preceding sections
shall be paid by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or other
agent is proper under the circumstances because he has met the applicable
standard of conduct set forth in each section, this determination to be made by
the Board of Directors by majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, or in any other manner
authorized by law which the Board of Directors shall direct; provided, however,
that to the extent that a director, officer, employee or agent has been
successful on the merits or otherwise in defense of any such suit, action or
proceeding, he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.

     Section 604. Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding as authorized in the manner
provided in Section 603 of this Article upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount unless
it shall be ultimately determined that he is entitled to be indemnified by the
Corporation as authorized in this Article.

     Section 605. The indemnification provided by this Article shall not be
deemed exclusive of any other rights to which those seeking indemnification may
be entitled under any bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.

     Section 606. The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to indemnify him
against such liability under the provisions of this Section.

ARTICLE VII.      FINANCIAL REPORTS TO SHAREHOLDERS.

     Section 701. No Annual Report Required. Unless required by law, it is
hereby expressly provided that the Directors of this Corporation shall not be
required (pursuant to any statutory


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provision or requirement of law applicable in the absence of this express
provision), to send or cause to be sent to the shareholders of this Corporation
any annual financial report.

     Section 702. Option Financial Reports. Nothing in these Bylaws shall be
construed to prohibit the Board of Directors, the President, or other duly
authorized officers from sending financial or other reports to the shareholders
on an annual basis or from time to time, in such form as they may deem necessary
or advisable in their discretion. It is hereby expressly provided that such
reports need not be prepared by an independent public or certified accountant.

ARTICLE VIII.     RELATION OF DIRECTORS AND OFFICERS TO CORPORATION.

     Section 801. Fiduciary Relationship. Officers and Directors of the
Corporation shall stand in and have a fiduciary relation to the Corporation, and
shall discharge the duties of their respective positions in good faith and with
that diligence, care and skill which ordinarily prudent men and women would
exercise under similar circumstances.

ARTICLE IX.       CORPORATION RECORDS.

     Section 901. Proceedings of Shareholders and Directors. There shall be kept
at the registered office of the Corporation an original or duplicate record of
the proceedings of the shareholders and of the Directors, and the original or a
copy of its Bylaws, including all amendments or alterations thereof to date,
together with other necessary and appropriate corporate records.

     Section 902. Shareholders Right to Examine Corporate Records. Every
shareholder shall, upon written demand in accordance with Section 14A:5-28 of
the New Jersey Business Corporation Act, have a right to examine, in person or
by agent or attorney, during the usual business hours for any proper purpose
reasonably related to such person's interests as shareholder, the share
register, books or records of account, and records of the proceedings of the
shareholders and Board of Directors, and make copies of extracts therefrom
provided, however, that the Board of Directors shall be entitled to exercise
such specific rights as the Corporation may have under the law to keep
confidential such records which contain business secrets, the disclosure of
which would be injurious to the best interests of the Corporation and its
shareholders. If any attorney or other agent shall be the person who seeks the
right to inspection, the demand shall be accompanied by a power of attorney or
such other writing which authorizes the attorney or other agent to so act on
behalf of the shareholder. The demand shall be directed to the Corporation at
its registered office in the State of New Jersey or at its principal place of
business.

ARTICLE X.        SHARES OF CAPITAL STOCK.

     Section 1001. Share Certificates. Every shareholder in the Corporation
shall be entitled to receive a certificate representing the shares owned by him.
Said share certificates shall be numbered and registered in the books of the
Corporation, as they are issued.

     Section 1002. Contents of Share Certificates. Said share certificates shall
state: (1) the name of the State of Incorporation; (2) the name of the
registered holder of the shares represented thereby; (3) the number and class of
shares and the designation of the series, if any,



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which the certificate represents; and (4) the par value of each share
represented, or a statement that the shares are without par value. If the
Corporation is authorized to issue more than one (1) class of stock, then upon
the face or back of the certificate there shall be set forth (or a statement
shall appear that the Corporation will furnish to any shareholder, upon request
and without charge) a full summary statement of the designations, preferences,
limitations and relative rights of the shares of each class authorized to be
issued and, if the Corporation is authorized to issue any preferred or special
class in series, the variations in the relative rights and preferences between
the shares of each such series so far as the same have been fixed and
determined, and the authority of the Board of Directors to fix and determine the
relative rights and preferences of subsequent series.

      Section 1003. Signatures on Share Certificates. Each such certificate
shall be signed by the President or Vice President, and by the Secretary or
Treasurer (or Assistant Secretary or Assistant Treasurer), or by such other
officers as may be designated by the Board of Directors, and sealed with the
corporate seal of the Corporation. If a certificate is signed (1) by a transfer
agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf
of the Corporation and a registrar, the signature of any such authorized officer
may be facsimile. In case any officer who has signed, or whose facsimile
signature has been used on, any certificate or certificates shall cease to be
such officer of the Corporation, before such certificate is issued, it may be
issued by the Corporation with the same effect as if the officer had not ceased
to be such at the date of its issue.

      Section 1004. Lost or Destroyed Certificates. Any person claiming a share
certificate to be lost or destroyed shall make an affidavit or affirmation of
that fact and, in the manner and to the extent required by the Board of
Directors, shall advertise the same, give the Corporation a bond of indemnity
with sufficient surety to protect the Corporation or any person injured by the
issue of a new certificate from any liability or expense which it or they may
incur by reason of the fact that the original certificate remains outstanding,
whereupon a new certificate may be issued of the same tenor and for the same
number of shares as the one alleged to be lost or destroyed, but always to the
approval of the Board of Directors.

      Section 1005. Transfer of Shares. All transfers of shares of the
Corporation shall be made upon the books of the Corporation upon surrender to
the Corporation or the transfer agent of the Corporation of a certificate or
certificates for shares, duly endorsed by the person named in the certificate or
by attorney, lawfully constituted in writing, or accompanied by proper evidence
of succession, assignment or authority to transfer. Thereupon, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificates and record the transaction upon its books.

      Section 1006. Agreements Restricting Transfer of Shares. The Board of
Directors may authorize the Corporation to become party to agreements with
shareholders and others relating to transfer, repurchase, and issuance, of
shares of stock of the Corporation; provided, however, that such agreement must
be filed with the Corporation and all share certificates affected thereby shall
have clearly imprinted thereon a legend containing such agreement or referring
thereto.

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      Section 1007. Registered Shareholders. The Corporation may treat the
person registered on its book as the holder of any shares as the absolute owner
thereof, and as the one entitled to vote such shares and receive dividends
thereon.

      Section 1008. Determination of Shareholders of Record. The Board of
Directors may fix a time not more than fifty (50) days prior to the date of any
meeting of shareholders, or the date fixed for the payment of any dividend or
distribution, or the date for the allotment of rights, or the date when any
change or conversion or exchange of shares will be made or go into effect, as a
record date for the determination of the shareholders entitled to notice of, or
to vote at, any such meeting, or entitled to receive payment of any such
dividend or distribution, or to receive any such allotment of rights, or to
exercise the rights in respect to any such change, conversion, or exchange of
shares. In such case only such shareholders as shall be shareholders of record
on the date so fixed shall be entitled to notice of, or to vote at, such
meeting, or to receive payment of such dividends, or to receive such allotment
or rights, or to exercise such rights, as the case may be, notwithstanding any
transfer of any shares on the books of the Corporation after any record date
fixed as aforesaid. The Board of Directors may close the books of the
Corporation against transfer of shares during the whole or any part of such
period, and in such case written or printed notice thereof shall be mailed at
least ten (10) days before the closing thereof to each shareholder of record at
the address appearing on the records of the Corporation or supplied by him to
the Corporation for the purpose of notice. While the stock transfer books of the
Corporation are closed, no transfer of shares shall be made thereon. Unless a
record date is fixed for the determination of shareholders entitled to receive
notice of, or vote at, a shareholders' meeting, transferees of shares which are
transferred on the books of the Corporation within ten (10) days next preceding
the date of such meeting shall not be entitled to notice of or vote at such
meeting.

      Section 1009. Voting Trusts. Unless the laws of the State of Incorporation
or the Articles of Incorporation of this Corporation shall otherwise provide,
two (2) or more shareholders of this Corporation may, by agreement in writing,
transfer their shares to any corporation or person for the purpose of vesting in
the transferee or transferees all voting or other rights pertaining to such
shares for a period not exceeding ten (10) years, and upon the terms and
conditions stated in the agreement.

      Section 1010. Consideration For Capital Stock. The Board of Directors of
the Corporation shall issue from time to time, the authorized shares of capital
stock of the Corporation for cash, real property, tangible or intangible
personal property, including stock of another corporation or for such property
as in the discretion of the Board of Directors may seem for the best interests
of the Corporation consistent with the Business Corporation Act of New Jersey.

ARTICLE XI.       DIVIDENDS AND OTHER DISTRIBUTIONS TO SHAREHOLDERS.

      Section 1101. Dividends. Subject to applicable law of the State of
Incorporation, and in accordance with the provisions thereof at the pertinent
applicable time, the Board of Directors of the Corporation may from time to time
declare, and the Corporation may pay, dividends on its outstanding shares in
cash or property other than its own shares, except when the Corporation is
insolvent, or when the


                                       12
<PAGE>


payment thereof would render the Corporation insolvent, or when the declaration
or payment thereof would be contrary to any restriction contained in the
Articles of Incorporation, but

               (1)  Dividends may be declared and paid in cash or property only
                    out of unreserved and unrestricted earned surplus of the
                    Corporation, except as otherwise provided by statute; and

               (2)  No dividends shall be paid which would reduce the remaining
                    net assets of the Corporation below the aggregate
                    preferential amount payable in the event of voluntary
                    liquidation to the holders of shares having preferential
                    rights to the assets of the Corporation in the event of
                    liquidation.

Section 1102. Distribution of Shares of the Corporation.  The Board of Directors
of the Corporation may, from time to time, distribute pro rata to holders of any
class or classes of its  issued  shares,  treasury  shares  and  authorized  but
unissued shares, but

               (1)  If distribution is made, in the Corporation's authorized but
                    unissued shares having a par value, there shall be
                    transferred to stated capital at the time of such
                    distribution an amount of surplus at least equal to the
                    aggregate par value of the shares so issued;

               (2)  The amount per share so transferred to stated capital, or
                    the fact that there was no such transfer, shall be disclosed
                    to the shareholders receiving such distribution concurrently
                    with the distribution thereof; and

               (3)  No distribution of shares of any class shall be made to
                    holders of shares of any other class unless the articles so
                    provide or such distribution is authorized by the
                    affirmative vote or written consent of the holders of a
                    majority of the outstanding shares of the class in which the
                    distribution is to be made.

         In lieu of  issuing  fractional  shares in any such  distribution,  the
Corporation  may pay in cash the fair value thereof,  as determined by the Board
of Directors, to shareholders entitled thereto.

      Section 1103. Reserves. There may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the Directors, from time
to time, in their absolute discretion determine as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for the purchase of additional property, or for
such other purpose as the Board of Directors shall think conducive to the
interests of the Corporation. The Board of Directors may abolish or modify any
such reserve.

      Section 1104. Distributions in Partial Liquidation. The Board of Directors
of the Corporation may, from time to time, distribute to the shareholders in
partial liquidation, out of unrestricted capital surplus of the Corporation, a
portion of its assets in cash or property, subject to the following conditions:

               (1)  No such distribution shall be made at a time when the
                    Corporation is insolvent or when such distribution would
                    render the Corporation insolvent;

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<PAGE>



               (2)  No such distribution shall be made unless such distribution
                    shall have been authorized by the prior affirmative vote,
                    obtained within one (l) year of such distribution, of the
                    holders of at least a majority of the outstanding shares of
                    each class, whether or not entitled to vote thereon by the
                    provisions of the articles;

               (3)  No such distribution shall be made to the holders of any
                    class of shares unless all cumulative dividends accrued on
                    all classes of shares entitled to preferential dividends,
                    prior to dividends on the shares to the holders of which
                    such distribution is to be made, shall have been fully paid;

               (4)  No such distribution shall be made to the holders of any
                    class of shares which would reduce the remaining net assets
                    of the Corporation below the aggregate preferential amount
                    payable in event of voluntary liquidation to the holders of
                    shares having preferential rights to the assets of the
                    Corporation in the event of liquidation; and

               (5)  Each such distribution, when made, shall be identified as a
                    distribution in partial liquidation and the amount per share
                    disclosed to the shareholders receiving the same
                    concurrently with the distribution thereof.

ARTICLE XII.      MISCELLANEOUS.

      Section 1201. Fiscal Year. The fiscal year of the Corporation shall begin
on the 1st day of January in each year and end on the 31st day of December in
each year.

      Section 1202. Signing Checks. All checks or demands for money and notes of
the Corporation shall be signed by such officer, officers, or other person or
persons as the Board of Directors may from time to time designate.

      Section 1203. Designation of Presiding and Recording Officers. The
Chairman of the Board of Directors shall preside at any meeting of Directors or
shareholders, as the case may be, and shall have the right to designate any
person, whether or not an officer, director or shareholder to record the
proceedings of, such meeting.

      Section 1204. Written Notice of Meetings. Whenever written notice is
required to be given to any person pursuant to law, the Articles of
Incorporation or these Bylaws, it may be given to such person, either personally
or by sending a copy thereof through the mail, or by telegram, charges prepaid,
to his address appearing on the books of the Corporation, or to his business or
other address supplied by him to the Corporation for the purpose of notice. If
the notice is sent by mail or by telegraph, it shall deemed to have been given
to the person entitled thereto when deposited in the United States mail or with
a telegraph office for transmission to such person. Such notice shall specify
the place, day and hour of the meeting and, in case of a special meeting of the
shareholders, the general nature of the business to be transacted.

      Section 1205. Waver of Notice. Whenever any written notice is required to
be given pursuant to law, by the Articles of Incorporation or these Bylaws, a
waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice. Except in the case of a special

                                       14
<PAGE>

meeting of shareholders, neither the business to be transacted at, nor the
purpose of, the meeting need be specified in the waiver of notice of such
meeting. Attendance of a person, either in person or by proxy, at any meeting,
shall constitute a waiver of notice of such meeting, except where a person
attends a meeting for the express purpose of objecting to the transaction of any
business because the meeting was not lawfully called or convened.

      Section 1206. Text of Proposed Resolution in Written Notice. Whenever the
language of a proposed resolution is included in a written notice to
shareholders, the shareholders meeting considering the resolution may adopt it,
with such clarifying or other amendments as do not enlarge its original purpose,
without further notice to shareholders not present in person or by proxy.

      Section 1207. Interpretation of Bylaws. All words, terms and provisions of
these Bylaws shall be defined by and in accordance with the New Jersey Business
Corporation Act as that Act and these Bylaws are interpreted by the
Corporation's counsel.

      Section 1208. Absentee Participation in Meetings. One or more Directors
may participate in a meeting of the Board of Directors, or of a committee of the
Board, by means of a conference telephone or similar communications equipment,
by means of which all persons participating in the meeting can hear each other.

      Section 1209. Severability. If any provision of these Bylaws becomes
illegal or unenforceable as such, such illegality or unenforceability shall not
affect any other provision of these Bylaws and such other provisions shall
continue in full force and effect.

ARTICLE XIII.     amendments.

      Section 1301. Amendment by Shareholders. These Bylaws may be altered,
amended or repealed by a majority vote of all of the shares of stock of the
Corporation issued and outstanding and entitled to vote at any annual or special
meetings of the shareholders duly convened after appropriate notice to the
shareholders of such proposed alteration, amendment or repeal.

      Section 1302. Amendment by the Board of Directors. These Bylaws may be
altered, amended or repealed by the affirmative vote of a majority of the Board
of Directors at any regular or special meeting of the Board duly convened after
appropriate notice to the Directors of such proposed alteration, amendment or
repeal.

      Section 1303. Recording Amendments and Alterations. The text of all
amendments and alterations to these Bylaws shall be attached to the Bylaws with
a notation of the date of each such amendment or alteration and a notation of
whether such amendment or alteration was adopted by the shareholders or the
Board of Directors.

                                       15

<PAGE>


ARTICLE XIV.
ADOPTION OF BYLAWS RECORD OR AMENDMENT.

Section 1401. These Bylaws have been adopted and filed with the undersigned on
the 21st day of December, 1982, and shall be effective as of this date.


                     /s/  ROBERT C. BECK
                     ---------------------------------
                     ROBERT C. BECK, Secretary

Section 1402.     Amendments to Bylaws.

Section Amended                            Date Amended           Adopted By
---------------                           -------------           ----------
Repeal of Sections 601                    May 5, 1987            Shareholders
   through 606, inclusive

Adoption of new Article VI,               May 5, 1987            Shareholders
   Sections 601 through 605,
   inclusive, attached hereto
   as Exhibit "A"

                                       16

<PAGE>


                                   Exhibit "A"
                                   ----------

                            AMENDMENT AND RESTATEMENT
                         TO ARTICLE VI OF THE BYLAWS OF
                             COMMERCE BANCORP, INC.

ARTICLE VI.  INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS.

         SECTION  601.  The  Corporation  shall,  to the  fullest  extent now or
hereafter permitted by the New Jersey Business  Corporation Act, as amended from
time to time, indemnify any director or officer of the Corporation. The right to
indemnification conferred by this Section 601 shall include the right to be paid
by the  Corporation  for  expenses  incurred in  defending  any action,  suit or
proceeding  in advance of its final  disposition,  subject to the receipt by the
Corporation of such  undertakings  as might be required of an indemnittee by the
New Jersey Business Corporation Act.

         SECTION  602.  The Board of  Directors  by  resolution  adopted in each
specific  instance may  similarly  indemnify any person other than a director or
officer of the Corporation for liabilitities  incurred by him in connection with
services  rendered  by him  at the  request  of  the  Corporation  or any of its
subsidiaries.

         SECTION 603. The  provisions  of this Article VI shall be applicable to
all actions,  suits or proceedings  commenced  after its adoption,  whether such
arise out of acts or omissions  which  occurred  prior to or  subsequent to such
adoption  and shall  continue  as to a person who has ceased to be a director or
officer or to render  services at the request of the Corporation and shall inure
to the benefit of the heirs,  executors and administrators of such a person. The
rights of indemnification  provided for herein shall not be deemed the exclusive
rights to which any director,  officer, employee or agent of the Corporation may
be entitled  under the  certificate  of  incorporation,  an  agreement,  vote of
stockholders, or otherwise.

         SECTION  604.  In any  action by an  indemnitee  to  enforce a right to
indemnification  hereunder  or by  the  Corporation  to  recover  advances  made
hereunder,  the  burden  of  proving  that the  indemnitee  is not  titled to be
indemnified shall be on the Corporation.  In such an action, neither the failure
of  the  Corporation   (including  its  Board,   independent  legal  counsel  or
stockholders) to have made a determination that indemnification is proper, nor a
determination by the Corporation that indemnification is improper,  shall create
a presumption  that the indemnitee is not entitled to be indemnified  or, in the
case of such an action  brought  by the  indemnitee,  be a defense  thereto.  If
successful  in  whole  or in part in such an  action,  an  indemnitee  shall  be
entitled to be paid also the expense  (including  reasonable  attorneys fees) of
prosecuting or defending same.

         SECTION  605.  Any  repeal or  modification  of this  Article VI by the
directors or  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.


<PAGE>