Exhibit 4.1


     

    Exhibit
      4.1

    
 

    
      	 	
              

              INCORPORATED
                UNDER THE LAWS OF THE STATE OF NEW JERSEY

            	
              THIS
                CERTIFICATE IS TRANSFERABLE IN RIDGEFIELD PARK, NJ AND NEW YORK,
                NY

            
	
              NUMBER

              C

            	 	
              SHARES

            


    

    SEE
      REVERSE FOR CERTAIN DEFINITIONS

    CUSIP
      200519 10 6

    


    
      	
              This
                Certifies that

               

               

               

              Is
                the owner of

            


    

    


    FULLY
      PAID AND NON-ASSESSABLE SHARES OF THE CAPITAL STOCK OF

    


    Commerce
      Bancorp, Inc. transferable on the books of the Corporation by the holder hereof
      in person or by duly authorized attorney on surrender of this certificate
      properly endorsed.

    This
      certificate is not valid until countersigned and registered by the Transfer
      Agent and Registrar.

    Witness
      the facsimile seal of the Corporation and the signatures of its duly authorized
      officers.

    


    Dated:

    


    
      	
               

              COUNTERSIGNED
                AND REGISTERED;

               

              BY   TRANSFER
                AGENT AND REGISTRAR

               

              AUTHORIZED
                OFFICER

               

               

            	
               

               

              COMMERCE
                BANCORP, INC. 

              INCORPORATED

              1982

              NEW
                JERSEY

            	
              BY
                /s/Vernon W. Hill, II

              AUTHORIZED
                SIGNATURE

               

              BY
                /S/ C. EDWARD JORDAN, JR.

              AUTHORIZED
                SIGNATURE

            


    

    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    COMMERCE
      BANCORP, INC.

    


    A
      full
      statement of the designations, preferences, limitations and relative rights
      of
      the shares of each class or series authorized to be issued, the variations
      in
      the relative rights and preferences of each series of preferred stock so far
      as
      fixed and determined, and the authority of the board of directors to fix and
      determine the relative rights and preferences of subsequent series will be
      furnished upon request and without charge to any shareholder making application
      to the transfer agent or to the secretary of the corporation. 

     

    KEEP
      THIS
      CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR DESTROYED THE CORPORATION
      WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT
      CERTIFICATE.

     

    The
      following abbreviations, when used in the inscription on the face of this
      certificate, shall be construed as though they were written out in full
      according to applicable laws or regulations:

     

    
      	TEN COM —	
              as
                tenants in common

               

            	
              UNIF
                GIFT MIN ACT—

               

            	
              _______Custodian__________

               

              (Cust) 
(Minor)

               

            
	TEN ENT —	
              as
                tenants by the entireties

               

            	 	
              Under
                Uniform Gifts to Minor

              Act______________________

               

              (State)

            
	JT EN —	
              as
                joint tenants with right of 

              survivorship
                and not as tenants 

              in
                common

               

            	 	 


    

    Additional
      abbreviations may also be used though not in the above list.

     

    For
      value received, _____________________ hereby sell, assign and transfer
      unto

     

    Please
      insert social security or other

    Identifying
      number of Assignee

    


    
      	 


    

    


    _____________________________________________________________________________________________

    (PLEASE
      PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)

    _____________________________________________________________________________________________

    _____________________________________________________________________________________________

    _______________________________________________________________________________________
      shares

    of
      the capital stock represented by the within Certificate, and do hereby
      irrevocably constitute and appoint

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    ______________________________________________________________________________________
      Attorney
      to transfer the said stock on the books of the within named Corporation will
      full power of substitution in the premises.

    


    Dated__________________

    


    SIGNATURE(S)
      GUARANTEED:

    


    ____________________________________________________________

    THE
      SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
      INSTITUTION

    (banks,
      Stockbrokers,
      Savings and Loan Associationsand Credit Unions) WITH
      MEMBERSHIP

    IN
      AN
      APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C.

    RULE
      17Ad-15.

    


    NOTICE:
      THE
      SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS

    WRITTEN
      UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
      ALTERATION

    OR
      ENLARGEMENT OR ANY CHANGE WHATEVER.