AMENDMENT NO. 4 TO
AMENDED AND RESTATED RIGHTS AGREEMENT
Amendment No. 4, dated as of August 4, 2003 ("Amendment No. 4"), between Central
Bancorp, Inc., a Massachusetts corporation (the "Company"), and Register and
Transfer Company as rights agent (the "Rights Agent"). Capitalized terms used
and not otherwise defined herein shall have the meanings ascribed thereto in the
Rights Agreement referenced below.
WHEREAS, the Company and the Rights Agent entered into a Rights Agreement,
dated as of October 11, 2001 (as restated and amended to date, the "Rights
Agreement"); and
WHEREAS, the Company desires to amend the Rights Agreement in accordance
with Section 5.4.
NOW, THEREFORE, in consideration of the premises and mutual agreements set
forth in the Rights Agreement and this Amendment No. 4, the parties hereby agree
as follows:
1. Definition of Acquiring Person.
(a)The definition of "Acquiring Person" set forth in Section 1.1 of the
Rights Agreement shall be amended by inserting in paragraph (i) thereof,
following the words "with respect to shares of Common Stock":
(other than PL Capital, LLC, Financial Edge Fund, L.P., Financial-Edge
Strategic Fund, L.P., Goodbody/PL Capital, L.P., Goodbody/PL Capital, LLC,
Xxxxxxx Xxxxxxx, Xxxx X. Xxxxxx, Xxxxxxx X. Fates and the Estate of Xxxxxxx
Xxxxxxxx during the Standstill Period as defined in the Agreement dated
August 4, 2003 among PL Capital, LLC, the Company and others)
(b) The definition of "Acquiring Person" set forth in Section 1.1 of the
Rights Agreement shall be amended by inserting in paragraph (i) thereof,
following then words "during the three year period":
(which three year period shall be tolled during the Standstill Period
referenced above for those persons and entities subject to it)
2. Full Force and Effect. This Amendment No. 4 shall be effective as of the
date hereof. Except as expressly amended hereby, the Rights Agreement shall
remain in full force and effect and shall be otherwise unaffected hereby.
3. Governing Law. This Amendment No. 4 shall be deemed to be a contract
made under the laws of the Commonwealth of Massachusetts and for all purposes
shall be governed by and construed in accordance with the laws of such
Commonwealth applicable to contracts to be made and performed entirely within
such Commonwealth.
4. Counterparts. This Amendment No. 4 may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.
(signatures on following page)
IN WITNESS WHEREOF, the Company and the Rights Agent have caused this
Amendment No. 4 to be duly executed as of the day and year first above written.
CENTRAL BANCORP, INC.
By:/s/Xxxx X. Xxxxxxx
Name:Xxxx X. Xxxxxxx
Title:Chairman, President and
Chief Executive Officer
REGISTRAR AND TRANSFER COMPANY
By:/s/Xxxxxxx X. Tatler
Name:Xxxxxxx X. Tatler
Title:Vice President
